Goldman Sachs Private Credit Fund 10-Q 2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 814-01627

Goldman Sachs Private Credit Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	92-3241797
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 655 - 4419

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☐	Non-accelerated filer:	☒	Smaller reporting company:	☐
Emerging growth company:	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of May 9, 2024, was 100,533,981. Common shares outstanding exclude May 1, 2024 subscriptions since the issuance price is not yet finalized at this time.

1

GOLDMAN SACHS PRIVATE CREDIT CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Assets and Liabilities	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Net Assets	6
	Consolidated Statements of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	24
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	57
ITEM 4.	Controls and Procedures	58
PART II	OTHER INFORMATION	58
ITEM 1.	Legal Proceedings	58
ITEM 1A.	Risk Factors	58
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
ITEM 3.	Defaults Upon Senior Securities	59
ITEM 4.	Mine Safety Disclosures	59
ITEM 5.	Other Information	59
ITEM 6.	Exhibits	60
SIGNATURES		61

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

disruptions in the capital markets, market conditions, and general economic uncertainty;

•

changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and the escalated conflict in the Middle East;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our current and prospective portfolio companies to achieve their objectives;

•

the relative and absolute performance of Goldman Sachs Asset Management, L.P. (the “Investment Adviser”);

•

the use of borrowed money to finance a portion of our investments;

•

our ability to make distributions;

•

the adequacy of our cash resources and working capital;

•

changes in interest rates;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the impact of future acquisitions and divestitures;

•

the effect of changes in tax laws and regulations and interpretations thereof;

•

our ability to maintain our status as a BDC;

•

our ability to qualify for and maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;

•

actual and potential conflicts of interest with the Investment Adviser and its affiliates;

•

the ability of the Investment Adviser to attract and retain highly talented professionals;

•

the impact on our business from new or amended legislation or regulations, including the Inflation Reduction Act of 2022;

•

the availability of credit and/or our ability to access the equity and capital markets;

•

currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

the impact of elevated inflation and interest rates and the risk of recession on our portfolio companies;

•

the effect of global climate change on our portfolio companies;

•

the impact of interruptions in the supply chain on our portfolio companies;

•

the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

•

the increased public scrutiny of and regulation related to corporate social responsibility.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs Private Credit Corp.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	March 31,		December 31,
	2024 (Unaudited)		2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $2,639,506 and $1,782,641)	$	2,659,525	$	1,788,119
Non-controlled affiliated investments (cost of $22,895 and $—)		23,060		—
Total investments, at fair value (cost of $2,662,401 and $1,782,641)	$	2,682,585	$	1,788,119
Investments in affiliated money market fund (cost of $317,450 and $65,977)		317,450		65,977
Cash		29,877		19,325
Interest and dividends receivable		18,522		11,728
Deferred financing costs		9,706		10,270
Receivable for investments sold		90		8,882
Deferred offering costs		584		886
Receivable from investment adviser		898		350
Other assets		260		363
Total assets	$	3,059,972	$	1,905,900
Liabilities
Debt	$	513,814	$	248,186
Payable for investments purchased		203,986		41,073
Distribution payable		19,150		13,259
Interest and other debt expenses payable		2,449		1,704
Management fees payable		2,344		3,076
Incentive fees based on income payable		3,845		4,254
Incentive fees based on capital gains payable		2,124		492
Payable for share repurchases		394		—
Accrued expenses and other liabilities		2,825		3,019
Total liabilities	$	750,931	$	315,063
Commitments and contingencies (Note 7)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	—	$	—
Common stock, par value $0.001 per share (1,000,000,000 shares authorized, 91,177,249 and 63,140,236 common shares issued and outstanding as of March 31, 2024 and December 31, 2023)		91		63
Paid-in capital in excess of par		2,294,996		1,588,575
Distributable earnings (loss)		13,954		2,199
Total net assets	$	2,309,041	$	1,590,837
Total liabilities and net assets	$	3,059,972	$	1,905,900
Net asset value per common share	$	25.32	$	25.20

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

Goldman Sachs Private Credit Corp.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	61,116		$	—
Other income		968			—
From non-controlled affiliated investments:
Interest income		22
Dividend income		4,519			—
Total investment income	$	66,625		$	—
Expenses:
Interest and other debt expenses	$	7,804		$	—
Management fees		6,445			—
Incentive fees based on income		6,270			—
Incentive fees based on capital gains		1,632			—
Offering costs		696			—
Professional fees		459			—
Organization costs		—			222
Directors’ fees		166			79
Other general and administrative expenses		1,106			49
Total expenses	$	24,578		$	350
Fee waivers		(2,425	)		—
Expense support		(6,905	)		(350	)
Net expenses	$	15,248		$	—
Net investment income	$	51,377		$	—
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(4,016	)	$	—
Foreign currency transactions		(527	)		—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		14,541			—
Non-controlled affiliated investments		165			—
Foreign currency translations		2,895			—
Warehouse transaction		—			1,944
Net realized and unrealized gains	$	13,058		$	1,944
Net increase in net assets from operations	$	64,435		$	1,944
Weighted average common shares and common units outstanding		83,632,769			40
Basic and diluted net investment income per share	$	0.61		$	—
Basic and diluted earnings (loss) per share	$	0.77		$	48,610

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

Goldman Sachs Private Credit Corp.

Consolidated Statements of Changes in Net Assets

(in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023
Net assets at beginning of period	$	1,590,837		$	1
Increase (decrease) in net assets from operations:
Net investment income	$	51,377		$	—
Net realized gain (loss)		(4,543	)		—
Net change in unrealized appreciation (depreciation)		17,601			1,944
Net increase in net assets from operations	$	64,435		$	1,944
Distributions to stockholders from:
Distributable earnings to common stockholders	$	(52,680	)	$	—
Total distributions to stockholders	$	(52,680	)	$	—
Capital transactions:
Issuance of common shares	$	685,560		$	—
Repurchase of common shares		(394	)		—
Reinvestment of common stockholder distributions		21,283			—
Net increase in net assets from capital transactions	$	706,449		$	—
Total increase in net assets	$	718,204		$	1,944
Net assets at end of period	$	2,309,041		$	1,945
Distributions per common share	$	0.63		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

Goldman Sachs Private Credit Corp.

Consolidated Statements of Cash Flows

(in thousands, except shares and per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023
Cash flows from operating activities:
Net increase in net assets from operations:	$	64,435		$	1,944
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(903,684	)		—
Payment-in-kind interest capitalized		(1,015	)		—
Investments in affiliated money market fund, net		(251,473	)		—
Proceeds from sales of investments and principal repayments		22,760			—
Net realized (gain) loss on investments		4,016			—
Net change in unrealized (appreciation) depreciation on investments		(14,706	)		—
Net change in unrealized (appreciation) depreciation on foreign currency translation		80			—
Unrealized gain on warehouse transaction		—			(1,944	)
Amortization of premium and accretion of discount, net		(1,837	)		—
Amortization of deferred financing costs		661			—
Amortization of deferred offering costs		696			—
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		8,792			—
(Increase) decrease in interest and dividends receivable		(6,794	)		—
(Increase) decrease in receivable from investment adviser		(548	)		—
(Increase) decrease in other assets		103			—
Increase (decrease) in interest and other debt expenses payable		1,230			—
Increase (decrease) in management fees payable		(732	)		—
Increase (decrease) in incentive fees based on income payable		(409	)		—
Increase (decrease) in incentive fees based on capital gains payable		1,632			—
Increase (decrease) in payable for investments purchased		162,913			—
Increase (decrease) in accrued expenses and other liabilities		(90	)		—
Net cash provided by (used for) operating activities	$	(913,970	)	$	—
Cash flows from financing activities:
Proceeds from issuance of common shares	$	685,560		$	—
Offering costs paid		(498	)		—
Common stock distributions paid		(25,506	)		—
Financing costs paid		(582	)		—
Borrowings on debt		310,628			—
Repayments of debt		(45,000	)		—
Net cash provided by (used for) financing activities	$	924,602		$	—
Net increase (decrease) in cash	$	10,632		$	—
Effect of foreign exchange rate changes on cash and cash equivalents		(80	)		1
Cash, beginning of period		19,325			—
Cash, end of period	$	29,877		$	1
Supplemental and non-cash activities
Interest expense paid	$	5,136		$	—
Accrued but unpaid distributions	$	19,150		$	—
Reinvestment of common stockholder distributions	$	21,283		$	—
Accrued but unpaid share repurchases	$	394		$	—
Exchange of investments	$	44,377		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par (4)		Cost			Fair Value			Footnotes
Debt Investments - 116.03%
Australia - 0.64%
1st Lien/Senior Secured Debt - 0.64%
Ardonagh Midco 3 PLC	Insurance	9.07%	B + 4.75%	02/15/31	AUD		23,324	$	14,935		$	14,971		(6)
Ardonagh Midco 3 PLC	Insurance		B + 4.75%	02/15/31	AUD		11,674		(70	)		(57	)	(6) (7)
Total 1st Lien/Senior Secured Debt									14,865			14,914
Total Australia								$	14,865		$	14,914
Canada - 5.17%
1st Lien/Senior Secured Debt - 5.17%
Trader Corporation	Automobiles	12.04%	C + 6.75%	12/21/29	CAD		61,492	$	44,508		$	45,396		(6) (8)
Trader Corporation	Automobiles		C + 6.75%	12/22/28	CAD		4,658		(86	)		—		(6) (7) (8)
Recochem, Inc	Chemicals	11.15%	C + 5.75%	11/01/30	CAD		58,185		41,167			42,526		(6) (8) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		14,168		(96	)		(105	)	(6) (7) (8) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		9,446		(128	)		(70	)	(6) (7) (8) (9)
Recochem, Inc	Chemicals	11.06%	S + 5.75%	11/01/30	$		12,861		12,615			12,733		(6) (8) (9)
iWave Information Systems, Inc.	Software	11.58%	S + 6.25%	11/23/28			19,364		18,943			18,880		(6) (8)
iWave Information Systems, Inc.	Software		S + 6.25%	11/23/28			2,391		(50	)		(60	)	(6) (7) (8)
Total 1st Lien/Senior Secured Debt									116,873			119,300
Total Canada								$	116,873		$	119,300
United Kingdom - 4.50%
1st Lien/Senior Secured Debt - 4.50%
Ardonagh Midco 3 PLC	Insurance	8.67%	E + 4.75%	02/15/31	EUR		97,908	$	104,247		$	104,043		(6)
Ardonagh Midco 3 PLC	Insurance		E + 4.75%	02/15/31	EUR		20,183		(189	)		(163	)	(6) (7)
Total 1st Lien/Senior Secured Debt									104,058			103,880
Total United Kingdom								$	104,058		$	103,880
United States - 105.72%
1st Lien/Senior Secured Debt - 95.93%
ADS Tactical, Inc.	Aerospace & Defense		S + 5.75%	03/19/26	$		3,895	$	3,900		$	3,901		(10)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.06%	S + 6.75%	01/09/30			35,301		34,363			34,948		(8)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28			3,689		(88	)		(37	)	(7) (8)
Kaman Corporation	Aerospace & Defense		S + 3.50%	03/27/31			425		424			425		(10)
Propulsion (BC) Finco S.a.r.l.	Aerospace & Defense		S + 3.75%	09/14/29			1,325		1,327			1,325		(10)
Autokiniton US Holdings, Inc.	Automobile Components	9.44%	S + 4.00%	04/06/28			5,228		5,243			5,241
BBB Industries LLC	Automobile Components	10.68%	S + 5.25%	07/25/29			395		378			376
Clarios Global LP	Automobile Components	8.33%	S + 3.00%	05/06/30			374		374			375
Dealer Tire Financial, LLC	Automobile Components	9.08%	S + 3.75%	12/14/27			3,935		3,957			3,960
DexKo Global Inc.	Automobile Components	9.32%	S + 3.75%	10/04/28			1,836		1,808			1,815
First Brands Group, LLC	Automobile Components		S + 5.00%	03/30/27			6,550		6,546			6,553		(10)
First Brands Group, LLC	Automobile Components	10.57%	S + 5.00%	03/30/27			125		124			125
Mavis Tire Express Services Corp.	Automobile Components	9.08%	S + 3.75%	05/04/28			2,609		2,607			2,611
Truck Hero, Inc.	Automobile Components	8.94%	S + 3.50%	01/31/28			247		238			245
American Builders & Contractors Supply Co., Inc.	Building Products		S + 2.00%	01/31/31			7,884		7,900			7,884		(10)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Chamberlain Group Inc	Building Products		S + 3.25%	11/03/28	$	3,931	$	3,904		$	3,922		(10)
Cornerstone Building Brands, Inc.	Building Products	8.68%	S + 3.25%	04/12/28		692		680			687
Icebox Holdco III, Inc.	Building Products	9.07%	S + 3.50%	12/22/28		1,861		1,838			1,861
Oscar AcquisitionCo, LLC	Building Products		S + 4.50%	04/29/29		3,934		3,930			3,941		(10)
Potters Industries, LLC	Building Products		S + 4.00%	12/14/27		3,929		3,949			3,938		(10)
Quikrete Holdings, Inc.	Building Products		S + 2.75%	03/19/29		7,861		7,878			7,861		(10)
SRS Distribution Inc.	Building Products		S + 3.50%	06/02/28		3,950		3,965			3,974		(10)
Standard Industries, Inc.	Building Products		S + 2.25%	09/22/28		10,469		10,486			10,468		(10)
Vector WP Holdco, Inc.	Building Products	10.44%	S + 5.00%	10/12/28		221		218			221
Albaugh, LLC	Chemicals	9.06%	S + 3.75%	04/06/29		945		932			912
Ascend Performance Materials Operations, LLC	Chemicals	10.07%	S + 4.75%	08/27/26		2,107		2,061			2,067
Cyanco Intermediate 2 Corp.	Chemicals		S + 4.75%	07/10/28		5,242		5,252			5,257		(10)
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29		9,068		(170	)		(181	)	(7) (8) (9)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	11.06%	S + 5.75%	11/15/30		54,409		53,361			53,321		(8) (9)
Illuminate Buyer, LLC	Chemicals		S + 3.50%	12/31/29		8,559		8,577			8,565		(10)
INEOS Enterprises Holdings US Finco, LLC	Chemicals		S + 3.75%	07/08/30		7,189		7,197			7,180		(10)
INEOS Styrolution US Holding LLC	Chemicals		S + 2.75%	01/29/26		3,053		3,057			3,050		(10)
Innophos, Inc.	Chemicals		S + 3.25%	02/05/27		3,933		3,890			3,916		(10)
LSF11 A5 Holdco, LLC	Chemicals	8.94%	S + 3.50%	10/15/28		3,931		3,909			3,929
Olympus Water US Holding Corporation	Chemicals		S + 3.75%	11/09/28		5,237		5,252			5,235		(10)
Sparta U.S. HoldCo LLC	Chemicals		S + 3.25%	08/02/28		1,845		1,848			1,845		(10)
AlixPartners, LLP	Commercial Services & Supplies		S + 2.50%	02/04/28		6,548		6,553			6,553		(10)
Allied Universal Holdco LLC	Commercial Services & Supplies	9.18%	S + 3.75%	05/12/28		815		790			814
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28		83,784		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28		10,811		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28		5,405		—			—		(7) (9)
Conservice Midco, LLC	Commercial Services & Supplies		S + 4.00%	05/13/27		2,633		2,643			2,639		(10)
Covanta Holding Corporation	Commercial Services & Supplies		S + 2.75%	11/30/28		2,513		2,518			2,509		(10)
Covanta Holding Corporation	Commercial Services & Supplies		S + 2.75%	11/30/28		137		138			137		(10)
Da Vinci Purchaser Corp.	Commercial Services & Supplies		S + 4.00%	01/08/27		1,322		1,325			1,321		(10)
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies	10.57%	S + 5.25%	02/07/31		41,899		41,072			41,061		(9)
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies		S + 5.25%	02/07/31		18,539		(182	)		(185	)	(7) (9)
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies		S + 5.25%	02/07/31		5,562		(109	)		(111	)	(7) (9)
Madison IAQ LLC	Commercial Services & Supplies		S + 3.25%	06/21/28		3,940		3,945			3,932		(10)
Superior Environmental Solutions	Commercial Services & Supplies	11.93%	S + 6.50%	08/01/29		10,395		10,156			10,291		(8) (9)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29		1,567		(18	)		(16	)	(7) (8) (9)
Superior Environmental Solutions	Commercial Services & Supplies	11.93%	S + 6.50%	08/01/29		1,045		394			407		(7) (8) (9)
Thevelia (US), LLC	Commercial Services & Supplies		S + 4.00%	06/18/29		2,167		2,176			2,169		(10)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies	11.31%	S + 6.00%	10/31/29		21,568		21,107			21,136		(8) (9)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies		S + 6.00%	10/31/29		3,378		(71	)		(68	)	(7) (8) (9)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/30	$	12,626	$	—		$	—		(7) (9)
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/31		33,669		—			—		(7) (9)
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/31		91,538		—			—		(7) (9)
Vaco Holdings, LLC	Commercial Services & Supplies	10.43%	S + 5.00%	01/21/29		814		762			804
Verscend Holding Corp.	Commercial Services & Supplies	9.44%	S + 4.00%	08/27/25		3,931		3,939			3,931
Wand NewCo 3, Inc.	Commercial Services & Supplies		S + 3.75%	01/30/31		2,625		2,635			2,631		(10)
Brown Group Holding, LLC	Construction & Engineering	8.32%	S + 3.00%	07/02/29		4,240		4,243			4,238
DG Investment Intermediate Holdings 2, Inc.	Construction & Engineering		S + 3.75%	03/31/28		3,930		3,906			3,921		(10)
Energize HoldCo, LLC	Construction & Engineering	9.19%	S + 3.75%	12/08/28		3,952		3,946			3,939
KKR Apple Bidco, LLC	Construction & Engineering	8.19%	S + 2.75%	09/22/28		3,931		3,919			3,925
Rockwood Service Corporation	Construction & Engineering		S + 4.25%	01/23/27		3,929		3,947			3,938		(10)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	11.30%	S + 6.00%	10/04/30		63,134		61,629			62,187		(8) (9)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29		7,366		(170	)		(110	)	(7) (8) (9)
IRB Holding Corp.	Consumer Staples Distribution & Retail		S + 2.75%	12/15/27		5,239		5,239			5,237		(10)
Berlin Packaging LLC	Containers & Packaging		S + 3.25%	03/11/28		3,940		3,932			3,922		(10)
Charter NEX US, Inc.	Containers & Packaging		S + 3.50%	12/01/27		3,943		3,946			3,949		(10)
Clydesdale Acquisition Holdings, Inc.	Containers & Packaging	9.11%	S + 3.68%	04/13/29		3,930		3,923			3,934
LABL, Inc.	Containers & Packaging	10.43%	S + 5.00%	10/29/28		148		148			145
Pregis TopCo Corporation	Containers & Packaging		S + 3.75%	07/31/26		3,940		3,959			3,943		(10)
Proampac PG Borrower LLC	Containers & Packaging	9.81%	S + 4.50%	09/15/28		1,320		1,328			1,320
Reynolds Group Holdings, Inc.	Containers & Packaging	8.69%	S + 3.25%	09/24/28		7,881		7,903			7,904
TricorBraun Holdings, Inc.	Containers & Packaging		S + 3.25%	03/03/28		2,617		2,594			2,584		(10)
BCPE Empire Holdings, Inc.	Distributors		S + 4.00%	12/11/28		4,198		4,212			4,200		(10)
DFS Holding Company, Inc.	Distributors	12.43%	S + 7.00%	01/31/29		40,146		39,091			39,544		(8)
DFS Holding Company, Inc.	Distributors	12.43%	S + 7.00%	01/31/29		8,433		2,794			2,816		(7) (8)
Fluid-Flow Products, Inc.	Distributors	9.32%	S + 3.75%	03/31/28		2,616		2,617			2,612
Windsor Holdings III, LLC	Distributors	9.82%	S + 4.50%	08/01/30		1,570		1,576			1,573
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	12.18%	S + 6.75%	11/01/28		45,119		43,945			44,893		(8)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	12.18%	S + 6.75%	11/01/28		4,310		324			409		(7) (8)
Spotless Brands, LLC	Diversified Consumer Services	12.23%	S + 6.75%	07/25/28		32,522		31,684			32,278		(8)
Spotless Brands, LLC	Diversified Consumer Services	12.21%	S + 6.75%	07/25/28		5,041		4,910			5,004		(8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.68%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		15,194		14,712			15,042		(8) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.69%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		2,612		388			409		(7) (8) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		435		(13	)		(4	)	(7) (8) (9)
Calpine Corporation	Electric Utilities		S + 2.00%	01/31/31		3,906		3,894			3,880		(10)
Generation Bridge Northeast, LLC	Electric Utilities		S + 3.50%	08/22/29		3,950		3,975			3,949		(10)
GIP Pilot Acquisition Partners LP	Energy Equipment & Services	8.33%	S + 3.00%	10/04/30		3,950		3,970			3,959
WhiteWater DBR HoldCo, LLC	Energy Equipment & Services		S + 2.75%	03/03/31		1,325		1,325			1,327		(10)
Whitewater Whistler Holdings, LLC	Energy Equipment & Services		S + 2.75%	02/15/30		5,250		5,270			5,255		(10)
Arcis Golf LLC	Entertainment		S + 3.75%	11/24/28		3,939		3,966			3,946		(10)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
NASCAR Holdings, LLC	Entertainment		S + 2.50%	10/19/26	$	4,683	$	4,712		$	4,697		(10)
PCI Gaming Authority	Entertainment		S + 2.50%	05/29/26		10,493		10,530			10,505		(10)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		5,940		(45	)		(45	)	(7) (9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.81%	S + 5.50%	05/08/28		45,401		45,056			45,061		(9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		1,980		(15	)		(15	)	(7) (9)
Advisor Group, Inc.	Financial Services		S + 4.00%	08/17/28		2,625		2,632			2,634		(10)
AllSpring Buyer, LLC	Financial Services		S + 3.25%	11/01/28		7,840		7,832			7,828		(10)
Citadel Securities LP	Financial Services	7.58%	S + 2.25%	07/29/30		6,569		6,565			6,560
Computer Services, Inc.	Financial Services	10.59%	S + 5.25%	11/15/29		49,498		47,211			49,003		(8)
Coretrust Purchasing Group LLC	Financial Services		S + 6.50%	10/01/29		5,526		(141	)		—		(7) (8)
Coretrust Purchasing Group LLC	Financial Services		S + 6.50%	10/01/29		5,526		(71	)		—		(7) (8)
Coretrust Purchasing Group LLC	Financial Services	11.83%	S + 6.50%	10/01/29		37,473		36,469			37,473		(8)
DRW Holdings, LLC	Financial Services		S + 3.75%	03/01/28		7,789		7,763			7,779		(10)
Edelman Financial Center, LLC	Financial Services		S + 3.50%	04/07/28		2,611		2,603			2,610		(10)
Eisner Advisory Group LLC	Financial Services	9.33%	S + 4.00%	02/28/31		1,325		1,322			1,328
Franklin Square Holdings, L.P.	Financial Services	7.68%	S + 2.25%	08/01/25		1,455		1,457			1,455
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		2,052		(59	)		(21	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		36,677		35,453			36,310		(8) (9)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		11,542		6,964			7,128		(7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		5,130		1,324			1,367		(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 7.00%	11/27/29		22,748		(168	)		(227	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 7.00%	11/27/29		5,687		(42	)		(57	)	(7) (8) (9)
NEXUS Buyer LLC	Financial Services		S + 4.50%	12/13/28		1,325		1,310			1,313		(10)
NFP Corp.	Financial Services	8.69%	S + 3.25%	02/16/27		173		172			173
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services		S + 5.25%	02/24/31		5,000		(49	)		(50	)	(7) (9)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services	10.58%	S + 5.25%	02/24/31		35,000		34,654			34,650		(9)
Syncapay Inc	Financial Services	11.94%	S + 6.50%	12/10/27		364		363			364
Chobani, LLC	Food Products	8.94%	S + 3.50%	10/25/27		493		494			494
Froneri International Ltd.	Food Products	7.68%	S + 2.25%	01/29/27		814		808			814
Kenan Advantage Group, Inc.	Ground Transportation		S + 3.75%	01/25/29		5,247		5,261			5,243		(10)
Savage Enterprises LLC	Ground Transportation	8.69%	S + 3.25%	09/15/28		1,850		1,852			1,849
Medline Borrower, LP	Health Care Equipment & Supplies		S + 2.75%	10/23/28		5,979		5,970			5,991		(10)
Zeus Company, Inc.	Health Care Equipment & Supplies		S + 5.50%	02/28/30		9,788		(145	)		(147	)	(7) (9)
Zeus Company, Inc.	Health Care Equipment & Supplies		S + 5.50%	02/28/31		13,050		(97	)		(98	)	(7) (9)
Zeus Company, Inc.	Health Care Equipment & Supplies	10.81%	S + 5.50%	02/28/31		70,145		69,102			69,093		(9)
Electron BidCo, Inc.	Health Care Providers & Services	8.44%	S + 3.00%	11/01/28		3,930		3,924			3,936
Heartland Dental, LLC	Health Care Providers & Services	10.33%	S + 5.00%	04/28/28		24,813		23,309			24,834		(9)
Highfive Dental Holdco, LLC	Health Care Providers & Services	12.18%	S + 6.75%	06/13/28		8,749		8,518			8,530		(8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		5,876		(149	)		(147	)	(7) (8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		979		(25	)		(24	)	(7) (8) (9)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

11

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	12.43%	S + 7.00%	03/18/27	$	2,439	$	1		$	166		(7) (8) (9) (11) (12)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	12.43%	S + 7.00%	03/18/27		19,870		19,474			19,474		(8) (9) (12)
LifePoint Health, Inc.	Health Care Providers & Services	11.09%	S + 5.50%	11/16/28		323		307			324
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	11.68%	S + 6.25%	06/15/26		14,688		14,366			14,467		(8)
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	11.66%	S + 6.25%	06/15/26		7,426		4,144			4,191		(7) (8)
Summit Behavioral Healthcare, LLC	Health Care Providers & Services		S + 4.75%	11/24/28		1,319		1,321			1,319		(10)
Vizient, Inc.	Health Care Providers & Services		S + 2.25%	05/16/29		3,940		3,955			3,953		(10)
AI Aqua Merger Sub, Inc.	Household Durables	9.07%	S + 3.75%	07/31/28		4,187		4,190			4,192
Reynolds Consumer Products LLC	Household Durables	7.18%	S + 1.75%	02/04/27		1,650		1,650			1,653
Acrisure, LLC	Insurance	8.94%	L + 3.50%	02/15/27		2,608		2,577			2,602
Alliant Holdings Intermediate, LLC	Insurance	8.83%	S + 3.50%	11/06/30		811		808			814
AmWINS Group, Inc.	Insurance		S + 2.75%	02/19/28		3,940		3,952			3,944		(10)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		1,191		(16	)		(3	)	(7) (8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		1,487		1,473			1,483		(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		1,546		1,531			1,542		(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		5,905		5,850			5,890		(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		15,116		14,976			15,078		(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.63%	S + 6.25%	04/15/27		8,250		1,362			1,417		(7) (8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		8,209		8,133			8,188		(8) (9)
AssuredPartners, Inc.	Insurance		S + 3.50%	02/12/27		5,226		5,232			5,230		(10)
Asurion LLC	Insurance	9.68%	S + 4.25%	08/19/28		173		173			167
HUB International Limited	Insurance	8.57%	S + 3.25%	06/20/30		3,950		3,957			3,951
OneDigital Borrower, LLC	Insurance	9.68%	S + 4.25%	11/16/27		2,614		2,624			2,611
Sedgwick Claims Management Services, Inc.	Insurance	9.08%	S + 3.75%	02/24/28		2,608		2,607			2,612
USI, Inc.	Insurance	8.30%	S + 3.00%	11/22/29		5,232		5,238			5,231
CNT Holdings I Corp.	IT Services		S + 3.50%	11/08/27		5,228		5,232			5,235		(10)
Getty Images, Inc.	IT Services	9.91%	S + 4.50%	02/19/26		7,848		7,858			7,836
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	11.32%	S + 6.00%	10/02/29		33,554		32,923			32,967		(8) (9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		8,700		(80	)		(152	)	(7) (8) (9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		6,960		(128	)		(122	)	(7) (8) (9)
Ingram Micro, Inc.	IT Services	8.57%	S + 3.00%	06/30/28		1,159		1,160			1,161
MH Sub I, LLC	IT Services		S + 4.25%	05/03/28		3,939		3,912			3,912		(10)
Alterra Mountain Company	Leisure Products		S + 3.50%	08/17/28		6,550		6,583			6,569		(10)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.50%	07/18/28		3,212		(36	)		(48	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.50%	07/18/28		1,606		(35	)		(24	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	11.83%	S + 6.50%	07/18/28		24,927		24,347			24,553		(8) (9)
MajorDrive Holdings IV LLC	Leisure Products		S + 4.00%	06/01/28		3,936		3,933			3,940		(10)
SRAM, LLC	Leisure Products	8.19%	S + 2.75%	05/18/28		7,871		7,900			7,861
Brookfield WEC Holdings Inc.	Machinery		S + 2.75%	01/27/31		1,850		1,850			1,847		(10)
Engineered Machinery Holdings, Inc.	Machinery		S + 3.75%	05/19/28		3,939		3,932			3,921		(10)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

12

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par (4)		Cost			Fair Value			Footnotes
Pro Mach Group, Inc.	Machinery		S + 3.75%	08/31/28	$		1,323	$	1,328		$	1,327		(10)
SPX Flow, Inc.	Machinery		S + 4.50%	04/05/29			3,950		3,968			3,964		(10)
ABG Intermediate Holdings 2 LLC	Media		S + 3.50%	12/21/28			4,189		4,211			4,203		(10)
Fleet Midco I Limited	Media	8.58%	S + 3.25%	02/21/31			1,325		1,326			1,325
Recorded Books Inc. (dba RBMedia)	Media	11.58%	S + 6.25%	08/31/28			6,278		3,658			3,749		(7) (8) (9)
Recorded Books Inc. (dba RBMedia)	Media	11.59%	S + 6.25%	09/03/30			77,381		75,382			76,607		(8) (9)
Red Ventures, LLC	Media		S + 3.00%	03/03/30			1,845		1,841			1,835		(10)
Virgin Media Bristol, LLC	Media		S + 3.25%	01/31/29			7,875		7,855			7,789		(10)
Arsenal AIC Parent LLC	Metals & Mining	9.08%	S + 3.75%	08/18/30			2,618		2,635			2,624
Crosby US Acquisition Corp.	Metals & Mining	9.33%	S + 4.00%	08/16/29			1,322		1,329			1,328
AL GCX Holdings, LLC	Oil, Gas & Consumable Fuels		S + 3.25%	05/17/29			807		807			808		(10)
AL NGPL Holdings, LLC	Oil, Gas & Consumable Fuels		S + 3.25%	04/13/28			6,578		6,590			6,592		(10)
Buckeye Partners, L.P.	Oil, Gas & Consumable Fuels		S + 2.50%	11/22/30			2,760		2,761			2,762		(10)
Buckeye Partners, L.P.	Oil, Gas & Consumable Fuels	7.33%	S + 2.00%	11/01/26			1,164		1,160			1,166
CQP Holdco LP	Oil, Gas & Consumable Fuels		S + 3.00%	12/31/30			9,177		9,192			9,203		(10)
M6 ETX Holdings II Midco, LLC	Oil, Gas & Consumable Fuels		S + 4.50%	09/19/29			4,184		4,192			4,187		(10)
Medallion Midland Acquisition, LLC	Oil, Gas & Consumable Fuels	8.83%	S + 3.50%	10/18/28			2,614		2,618			2,616
Oryx Midstream Services Permian Basin, LLC	Oil, Gas & Consumable Fuels	8.44%	S + 3.00%	10/05/28			7,843		7,850			7,867
Oxbow Carbon LLC	Oil, Gas & Consumable Fuels	9.42%	S + 4.00%	05/10/30			395		397			395
Prairie ECI Acquiror LP	Oil, Gas & Consumable Fuels		S + 4.75%	08/01/29			1,850		1,838			1,842		(10)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	10.66%	E + 6.75% (Incl. 3.38% PIK)	09/30/30	EUR		14,737		15,144			15,740		(8) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	12.06%	S + 6.75% (Incl. 3.38% PIK)	09/30/30			23,686		23,016			23,449		(8) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	15.44%	S + 6.75% (Incl. 3.38% PIK)	09/30/30			3,670		335			356		(7) (8) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals		S + 6.75% (Incl. 3.38% PIK)	10/01/29			4,892		(135	)		(49	)	(7) (8) (9)
Covetrus, Inc.	Pharmaceuticals	10.31%	S + 5.00%	10/13/29			1,320		1,317			1,321
Gainwell Acquisition Corp.	Pharmaceuticals	9.41%	S + 4.00%	10/01/27			815		801			778
Amspec Parent, LLC	Professional Services	11.05%	S + 5.75%	12/05/30			42,288		41,264			41,866		(8) (9)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/30			6,096		(73	)		(61	)	(7) (8) (9)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/29			5,715		(135	)		(57	)	(7) (8) (9)
Ankura Consulting Group, LLC	Professional Services	9.57%	S + 4.25%	03/17/28			1,333		1,331			1,334
iCIMS, Inc.	Professional Services	12.05%	S + 6.75%	08/18/28			3,067		161			114		(7) (8)
iCIMS, Inc.	Professional Services	12.58%	S + 7.25% (Incl. 3.88% PIK)	08/18/28			33,835		33,351			32,820		(8)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28			6,518		—			(196	)	(7) (8)
iCIMS, Inc.	Professional Services	12.58%	S + 7.25%	08/18/28			6,000		5,910			5,925		(8)
Altar Bidco, Inc.	Semiconductors & Semiconductor Equipment		S + 3.10%	02/01/29			3,937		3,935			3,930		(10)
Aptean, Inc.	Software		S + 5.25%	01/30/31			6,189		(60	)		(62	)	(7) (9)
Aptean, Inc.	Software	10.57%	S + 5.25%	01/30/31			12,063		525			527		(7) (9)
Aptean, Inc.	Software	10.57%	S + 5.25%	01/30/31			66,748		66,092			66,080		(9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.80%	S + 6.50%	07/01/30			577		571			574		(8) (9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.81%	S + 6.50%	07/01/30			8,803		8,601			8,759		(8) (9)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

13

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par (4)		Cost			Fair Value			Footnotes
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 6.50%	07/01/30	$		1,460	$	(24	)	$	(7	)	(7) (8) (9)
ConnectWise, LLC	Software	9.06%	S + 3.50%	09/29/28			1,837		1,818			1,835
Crewline Buyer, Inc. (dba New Relic)	Software	12.06%	S + 6.75%	11/08/30			59,188		57,764			57,709		(8) (9)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30			6,165		(146	)		(154	)	(7) (8) (9)
First Advantage Holdings, LLC	Software	8.19%	S + 2.75%	01/31/27			5,250		5,259			5,235
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		S + 3.50%	01/17/31			2,895		(28	)		(29	)	(7) (9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	12.78%	S + 5.75% (Incl. 2.25% PIK)	01/17/31			20,451		20,253			20,246		(9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		S + 5.75% (Incl. 2.25% PIK)	01/17/31			3,055		(17	)		(31	)	(7) (9)
Hyland Software, Inc.	Software	11.33%	S + 6.00%	09/19/30			95,236		93,885			95,236		(8) (9)
Hyland Software, Inc.	Software		S + 6.00%	09/19/29			4,525		(63	)		—		(7) (8) (9)
iSolved Inc	Software		S + 4.00%	10/14/30			3,947		3,972			3,965		(10)
Mitchell International, Inc.	Software		S + 3.75%	10/15/28			3,940		3,947			3,940		(10)
NAVEX TopCo, Inc.	Software	11.07%	S + 5.75%	11/08/30			45,950		45,067			45,835		(9)
NAVEX TopCo, Inc.	Software		S + 5.75%	11/09/28			4,050		(75	)		(10	)	(7) (9)
Ncontracts, LLC	Software	11.80%	S + 6.50%	12/11/29			58,433		57,016			57,557		(8) (9)
Ncontracts, LLC	Software	11.82%	S + 6.50%	12/11/29			5,394		413			458		(7) (8) (9)
Ncontracts, LLC	Software		S + 6.50%	12/11/29			5,394		(64	)		(81	)	(7) (8) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			10,582		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			11,192		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			48,033		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		N + 5.00%	05/03/29	NOK		118,694		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		SN + 5.00%	05/03/29	GBP		5,416		—			—		(6) (7) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			1,650		515			525		(7) (8) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			21,945		21,473			21,616		(8) (9)
Physician Partners LLC	Software	9.46%	S + 4.00%	12/26/28			815		773			604
Project Boost Purchaser, LLC	Software		S + 3.50%	06/01/26			1,845		1,848			1,847		(10)
Quartz Acquireco LLC	Software	8.81%	S + 3.50%	06/28/30			3,939		3,952			3,944
Renaissance Holding Corp.	Software	9.58%	S + 4.25%	04/05/30			100,038		98,599			100,163		(9)
Rubrik, Inc.	Software	12.47%	S + 7.00%	08/17/28			85,514		84,743			85,514		(8) (9)
Rubrik, Inc.	Software	12.47%	S + 7.00%	08/17/28			11,952		3,967			4,072		(7) (8) (9)
Singlewire Software, LLC	Software	11.31%	S + 6.00%	05/10/29			19,998		19,467			19,798		(8) (9)
Singlewire Software, LLC	Software		S + 6.00%	05/10/29			3,226		(83	)		(32	)	(7) (8) (9)
Turing Midco LLC	Software		S + 2.50%	03/24/28			5,218		5,209			5,169		(10)
World Wide Technology Holding Co. LLC	Software		S + 2.75%	03/01/30			6,377		6,410			6,417		(10)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/29			17,885		—			—		(7) (9)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/31			76,650		—			—		(7) (9)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/31			140,525		—			—		(7) (9)
Foundation Building Materials Holding Company, LLC	Specialty Retail		S + 3.25%	01/31/28			3,929		3,919			3,931		(10)
Harbor Freight Tools USA, Inc.	Specialty Retail		S + 2.75%	10/19/27			2,149		2,128			2,146		(10)
Highline Aftermarket Acquisition, LLC	Specialty Retail	9.93%	S + 4.50%	11/09/27			1,843		1,847			1,846

The accompanying notes are an integral part of these unaudited consolidated financial statements.

14

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Ahead DB Holdings, LLC	Technology Hardware & Equipment	9.16%	S + 3.75%	10/18/27	$	1,832	$	1,766		$	1,831
McAfee, LLC	Technology Hardware & Equipment	9.18%	S + 3.75%	03/01/29		3,937		3,923			3,924
Peraton Corp.	Technology Hardware & Equipment	9.18%	S + 3.75%	02/01/28		3,944		3,942			3,937
Presidio Holdings Inc.	Technology Hardware & Equipment	8.91%	S + 3.50%	01/22/27		3,935		3,952			3,944
Virtusa Corporation	Technology Hardware & Equipment	9.18%	S + 3.75%	02/15/29		3,905		3,901			3,910
CCI Buyer, Inc.	Telecommunications	9.30%	S + 4.00%	12/17/27		1,316		1,302			1,307
Sorenson Communications, LLC	Telecommunications	10.94%	S + 5.50%	03/17/26		740		704			751
Fanatics Commerce Intermediate Holdco, LLC	Textiles, Apparel & Luxury Goods		S + 3.25%	11/24/28		2,627		2,631			2,616		(10)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	11.57%	S + 6.25%	09/29/27		43,853		43,460			43,414		(8) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.08%	S + 5.75%	10/07/30		52,107		14,963			14,483		(7) (8) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.08%	S + 5.75%	10/07/30		66,149		64,578			64,495		(8) (9)
Total 1st Lien/Senior Secured Debt								2,197,535			2,215,095
1st Lien/Last-Out Unitranche (13) - 8.91%
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.58%	S + 6.25%	12/07/28	$	46,916	$	46,470		$	46,447		(8) (9)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.58%	S + 6.25%	12/07/28		28,084		6,879			6,862		(7) (8) (9)
K2 Towers III, LLC	Wireless Telecommunication Services	11.86%	S + 6.55%	12/06/28		68,000		55,918			55,883		(7) (8) (9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.93%	S + 6.61%	12/22/28		14,349		14,209			14,205		(8) (9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.93%	S + 6.61%	12/22/28		8,982		264			260		(7) (8) (9)
Tarpon Towers II LLC	Wireless Telecommunication Services	12.16%	S + 6.83%	02/01/29		13,003		223			220		(7) (9)
Tarpon Towers II LLC	Wireless Telecommunication Services	12.15%	S + 6.83%	02/01/29		21,998		21,781			21,777		(9)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	12.25%	S + 7.00%	08/24/28		46,667		46,118			46,200		(8) (9)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services		S + 7.00%	08/24/28		28,333		(324	)		(283	)	(7) (8) (9)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	9.35%	S + 4.00%	08/31/28		19,000		14,086			14,138		(7) (8) (9)
Total 1st Lien/Last-Out Unitranche								205,624			205,709
2nd Lien/Senior Secured Debt - 0.88%
AWP Group Holdings, Inc.	Commercial Services & Supplies		S + 8.75%	12/23/30	$	4,545	$	(42	)	$	(34	)	(7) (8)
AWP Group Holdings, Inc.	Commercial Services & Supplies	14.16%	S + 8.75%	12/23/30		4,545		4,460			4,511		(8) (9)
AWP Group Holdings, Inc.	Commercial Services & Supplies	14.16%	S + 8.75%	12/23/30		15,909		15,608			15,790		(8)
Total 2nd Lien/Senior Secured Debt								20,026			20,267
Total United States							$	2,423,185		$	2,441,071
Total Debt Investments							$	2,658,981		$	2,679,165
Investment (1) (5)	Industry (2)			Initial Acquisition Date (14)	Shares (4)		Cost			Fair Value			Footnotes
Equity Securities - 0.15%
United States - 0.15%
Preferred Stock - 0.15%
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services			03/29/24		9,754,188	$	3,420		$	3,420		(8) (12) (15)
Total Preferred Stock								3,420			3,420
Common Stock - 0.00%
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services			03/29/24		20,103,551	$	—		$	—		(8) (12) (15)
Total Common Stock								—			—
Total United States							$	3,420		$	3,420
Total Equity Securities							$	3,420		$	3,420
Total Investments - 116.18%							$	2,662,401		$	2,682,585
Investments in Affiliated Money Market Fund - 13.75%
United States - 13.75%
Goldman Sachs Financial Square Government Fund - Institutional Shares						317,449,671	$	317,450		$	317,450		(16) (17)
Total United States							$	317,450		$	317,450
Total Investments in Affiliated Money Market Fund								317,450			317,450
Total Investments and Investments in Affiliated Money Market Fund - 129.93%							$	2,979,851		$	3,000,035

The accompanying notes are an integral part of these unaudited consolidated financial statements.

15

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

(1)

Percentages are based on net assets.

(2)

For Industry subtotal and percentage, see Note 4 “Investments.”

(3)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR (“L”), Euribor (“E”), SOFR including SOFR adjustment, if any, (“S”), SONIA (“SN”), NIBOR (“N”), CDOR (“C”), or BBSW (“B”) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of March 31, 2024, the rate for the 1 month L was 5.44%. As of March 31, 2024, the rate for 3 month S was 5.30%, 1 month S was 5.33%, 3 month E was 3.89%, 3 month SN was 5.19%, 3 month N was 4.73%, 3 month C was 5.30%, 1 month C was 5.29% and 3 month B was 4.34%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024.

(4)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$” or "USD”) unless otherwise noted, Euro (“EUR”), Great British Pound (“GBP”), Australian Dollar (“AUD”), Norwegian Krone (“NOK”), or Canadian dollar (“CAD”).

(5)

Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt.”

(6)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024, the aggregate fair value of these securities is $238,094 or 7.78% of the Company’s total assets.

(7)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 “Commitments and Contingencies.”

(8)

The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement.”

(9)

Represents co-investments made with in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions.”

(10)

Position or portion thereof unsettled as of March 31, 2024.

(11)

The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies.”

(12)

As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions.”

(13)

In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(14)

Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities.” As of March 31, 2024, the aggregate fair value of these securities is $3,420 or 0.15% of the Company's net assets. The initial acquisition dates have been included for such securities.

(15)

Non-income producing security.

(16)

The annualized seven-day yield as of March 31, 2024 is 5.21%.

(17)

The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions.”

PIK - Payment-In-Kind

The accompanying notes are an integral part of these unaudited consolidated financial statements.

16

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Debt Investments - 112.40%
Canada - 7.56%
1st Lien/Senior Secured Debt - 7.56%
Trader Corporation	Automobiles	12.19%	C + 6.75%	12/21/29		CAD 61,647	$	44,590		$	46,059		(6) (7)
Trader Corporation	Automobiles		C + 6.75%	12/22/28		CAD 4,658		(89	)		(35	)	(6) (7) (8)
Recochem, Inc	Chemicals	11.14%	C + 5.75%	11/01/30	$	12,861		12,608			12,604		(6) (9)
Recochem, Inc	Chemicals	11.58%	C + 5.75%	11/01/30		CAD 58,185		41,146			43,033		(6) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30		CAD 14,168		(100	)		(107	)	(6) (8) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30		CAD 9,446		(133	)		(143	)	(6) (8) (9)
iWave Information Systems, Inc.	Software	12.25%	S + 6.75%	11/23/28		19,413		18,974			18,927		(6) (7)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28		2,391		(52	)		(60	)	(6) (7) (8)
Total 1st Lien/Senior Secured Debt								116,944			120,278
Total Canada							$	116,944		$	120,278
United States - 104.84%
1st Lien/Senior Secured Debt - 93.10%
ADS Tactical, Inc.	Aerospace & Defense	11.22%	S + 5.75%	03/19/26	$	1,802	$	1,785		$	1,778
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.10%	S + 6.75%	01/09/30		35,390		34,421			34,683		(7)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28		3,689		(94	)		(74	)	(7) (8)
Autokiniton US Holdings, Inc.	Automobile Components	9.97%	S + 4.50%	04/06/28		816		813			819
BBB Industries LLC	Automobile Components	10.71%	S + 5.25%	07/25/29		396		378			373
Clarios Global LP	Automobile Components	9.11%	S + 3.75%	05/06/30		374		374			375
DexKo Global Inc.	Automobile Components	9.36%	S + 3.75%	10/04/28		1,841		1,812			1,827
First Brands Group, LLC	Automobile Components	10.88%	S + 5.00%	03/30/27		1,792		1,769			1,774
Truck Hero, Inc.	Automobile Components	8.97%	S + 3.50%	01/31/28		248		238			244
Chamberlain Group Inc	Building Products	8.71%	S + 3.25%	11/03/28		1,466		1,445			1,461
Cornerstone Building Brands, Inc.	Building Products	8.71%	S + 3.25%	04/12/28		693		681			692
Icebox Holdco III, Inc.	Building Products		S + 3.50%	12/22/28		1,866		1,842			1,850		(10)
Oscar AcquisitionCo, LLC	Building Products	9.95%	S + 4.50%	04/29/29		694		690			686
Potters Industries, LLC	Building Products	9.45%	S + 4.00%	12/14/27		990		993			992
Quikrete Holdings, Inc.	Building Products		S + 2.75%	03/19/29		3,581		3,591			3,590		(10)
Standard Industries, Inc.	Building Products		S + 2.25%	09/22/28		4,186		4,193			4,192		(10)
Vector WP Holdco, Inc.	Building Products	10.47%	S + 5.00%	10/12/28		221		219			219
Albaugh, LLC	Chemicals	9.13%	S + 3.75%	04/06/29		1,343		1,328			1,290
Ascend Performance Materials Operations, LLC	Chemicals	10.32%	S + 4.75%	08/27/26		1,112		1,089			1,067
Cyanco Intermediate 2 Corp.	Chemicals	10.11%	S + 4.75%	07/10/28		998		986			999
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29		9,068		(177	)		(181	)	(8) (9)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	11.12%	S + 5.75%	11/15/30		54,409		53,334			53,321		(9)
Illuminate Buyer, LLC	Chemicals		S + 3.50%	06/30/27		2,984		2,988			2,986		(10)
INEOS Enterprises Holdings US Finco, LLC	Chemicals		S + 3.75%	07/08/30		4,189		4,185			4,184		(10)
INEOS Styrolution US Holding LLC	Chemicals		S + 2.75%	01/29/26		2,901		2,905			2,900		(10)
Innophos, Inc.	Chemicals		S + 3.25%	02/05/27		1,793		1,764			1,757		(10)
LSF11 A5 Holdco, LLC	Chemicals		S + 3.50%	10/15/28		1,841		1,822			1,843		(10)
AlixPartners, LLP	Commercial Services & Supplies	8.22%	S + 2.75%	02/04/28		990		988			991
Allied Universal Holdco LLC	Commercial Services & Supplies	9.21%	S + 3.75%	05/12/28		817		791			813
Ankura Consulting Group, LLC	Commercial Services & Supplies		S + 4.50%	03/17/28		183		178			182		(10)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28		83,784		—			—		(8) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/27		10,811		—			—		(8) (9)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

17

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28	$	5,405	$	—		$	—		(8) (9)
Conservice Midco, LLC	Commercial Services & Supplies	9.71%	S + 4.25%	05/13/27		989		989			990
Fleet U.S. Bidco, Inc.	Commercial Services & Supplies	8.47%	L + 3.00%	10/07/26		989		991			989
Mavis Tire Express Services Corp.	Commercial Services & Supplies	9.47%	S + 4.00%	05/04/28		816		806			816
Superior Environmental Solutions	Commercial Services & Supplies	11.96%	S + 6.50%	08/01/29		10,421		10,173			10,212		(7) (9)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29		1,567		(18	)		(31	)	(7) (8) (9)
Superior Environmental Solutions	Commercial Services & Supplies	11.96%	S + 6.50%	08/01/29		1,045		289			293		(7) (8) (9)
Thevelia (US), LLC	Commercial Services & Supplies	9.50%	S + 4.00%	06/18/29		172		172			172
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies	11.38%	S + 6.00%	10/31/29		21,622		21,145			21,135		(9)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies		S + 6.00%	10/31/29		3,378		(74	)		(76	)	(8) (9)
Vaco Holdings, LLC	Commercial Services & Supplies	10.43%	S + 5.00%	01/21/29		816		762			803
Verscend Holding Corp.	Commercial Services & Supplies	9.47%	S + 4.00%	08/27/25		816		817			817
Wand NewCo 3, Inc.	Commercial Services & Supplies	8.21%	S + 2.75%	02/05/26		345		343			346
Brown Group Holding, LLC	Construction & Engineering	9.13%	S + 3.75%	07/02/29		990		989			992
DG Investment Intermediate Holdings 2, Inc.	Construction & Engineering	9.22%	S + 3.75%	03/31/28		1,865		1,832			1,845
Energize HoldCo, LLC	Construction & Engineering		S + 3.75%	12/08/28		1,837		1,829			1,832		(10)
KKR Apple Bidco, LLC	Construction & Engineering	8.21%	S + 2.75%	09/22/28		816		807			815
Rockwood Service Corporation	Construction & Engineering	9.72%	S + 4.25%	01/23/27		989		993			991
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	11.35%	S + 6.00%	10/04/30		63,134		61,607			61,556		(9)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29		7,366		(177	)		(184	)	(8) (9)
IRB Holding Corp.	Consumer Staples Distribution & Retail		S + 3.00%	12/15/27		2,389		2,387			2,390		(10)
Canister International Group, Inc.	Containers & Packaging	10.21%	S + 4.75%	12/21/26		989		993			991
Charter NEX US, Inc.	Containers & Packaging	9.22%	S + 3.75%	12/01/27		620		616			622
Clydesdale Acquisition Holdings, Inc.	Containers & Packaging	9.63%	S + 4.18%	04/13/29		990		975			993
LABL, Inc.	Containers & Packaging	10.46%	S + 5.00%	10/29/28		149		148			142
Proampac PG Borrower LLC	Containers & Packaging	9.88%	S + 4.50%	09/15/28		174		174			174
Reynolds Group Holdings, Inc.	Containers & Packaging		S + 3.25%	09/24/28		3,606		3,613			3,613		(10)
TricorBraun Holdings, Inc.	Containers & Packaging	8.72%	S + 3.25%	03/03/28		74		72			73
American Builders & Contractors Supply Co., Inc.	Distributors	7.46%	S + 2.00%	01/15/27		1,459		1,457			1,462
BCPE Empire Holdings, Inc.	Distributors	10.11%	S + 4.75%	12/11/28		173		173			174
Dealer Tire Financial, LLC	Distributors	9.86%	S + 4.50%	12/14/27		495		496			496
DFS Holding Company, Inc.	Distributors	12.46%	S + 7.00%	01/31/29		40,248		39,150			39,644		(7)
DFS Holding Company, Inc.	Distributors	12.46%	S + 7.00%	01/31/29		8,441		2,795			2,823		(7) (8)
Fluid-Flow Products, Inc.	Distributors	9.22%	S + 3.75%	03/31/28		172		170			172
Windsor Holdings III, LLC	Distributors	9.84%	S + 4.50%	08/01/30		249		245			251
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.86%	S + 6.50%	11/01/28		45,233		44,008			44,780		(7)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.96%	S + 6.50%	11/01/28		4,310		318			388		(7) (8)
Groundworks, LLC	Diversified Consumer Services	11.90%	S + 6.50%	03/14/30		9,663		9,409			9,470		(7)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/30		441		(23	)		(9	)	(7) (8)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/29		501		(13	)		(10	)	(7) (8)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

18

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Spotless Brands, LLC	Diversified Consumer Services	12.27%	S + 6.75%	07/25/28	$	32,604	$	31,727		$	32,115		(7)
Spotless Brands, LLC	Diversified Consumer Services	12.25%	S + 6.75%	07/25/28		5,054		4,917			4,978		(7)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.33%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		15,217		14,715			14,913		(7) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		2,612		(42	)		(52	)	(7) (8) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		435		(14	)		(9	)	(7) (8) (9)
Calpine Corporation	Electric Utilities	7.47%	S + 2.00%	08/12/26		1,781		1,780			1,782
Arcis Golf LLC	Entertainment	9.22%	S + 3.75%	11/24/28		224		224			224
PCI Gaming Authority	Entertainment	7.97%	S + 2.50%	05/29/26		1,800		1,805			1,805
AllSpring Buyer, LLC	Financial Services		S + 3.25%	11/01/28		3,585		3,577			3,566		(10)
Citadel Securities LP	Financial Services	7.97%	S + 2.50%	07/29/30		1,460		1,454			1,462
Computer Services, Inc.	Financial Services	12.13%	S + 6.75%	11/15/29		49,625		48,250			49,129		(7)
Coretrust Purchasing Group LLC	Financial Services	12.11%	S + 6.75%	10/01/29		37,568		36,530			37,098		(7)
Coretrust Purchasing Group LLC	Financial Services		S + 6.75%	10/01/29		5,526		(148	)		(69	)	(7) (8)
Coretrust Purchasing Group LLC	Financial Services		S + 6.75%	10/01/29		5,526		(74	)		(69	)	(7) (8)
DRW Holdings, LLC	Financial Services	9.22%	S + 3.75%	03/01/28		1,850		1,841			1,845
Edelman Financial Center, LLC	Financial Services	8.97%	S + 3.50%	04/07/28		817		807			818
Franklin Square Holdings, L.P.	Financial Services	7.71%	S + 2.25%	08/01/25		1,459		1,461			1,464
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		2,052		(61	)		(62	)	(8) (9)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29		36,677		35,418			35,577		(9)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29		11,542		3,261			3,320		(8) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		5,130		(76	)		(77	)	(8) (9)
NEXUS Buyer LLC	Financial Services		S + 4.50%	12/13/28		250		242			248		(10)
NFP Corp.	Financial Services	8.72%	S + 3.25%	02/16/27		173		172			174
Syncapay Inc	Financial Services	11.97%	S + 6.50%	12/10/27		366		365			366
Chobani, LLC	Food Products	8.97%	S + 3.50%	10/25/27		495		495			495
Froneri International Ltd.	Food Products	7.71%	S + 2.25%	01/29/27		816		810			817
Kenan Advantage Group, Inc.	Ground Transportation	9.22%	S + 3.75%	03/24/26		347		347			344
Medline Borrower, LP	Health Care Equipment & Supplies		S + 3.00%	10/23/28		2,981		2,969			2,993		(10)
Electron BidCo, Inc.	Health Care Providers & Services	8.47%	S + 3.00%	11/01/28		990		984			991
GHX Ultimate Parent Corporation	Health Care Providers & Services	10.12%	S + 4.75%	06/30/27		322		322			322
Heartland Dental, LLC	Health Care Providers & Services	10.36%	S + 5.00%	04/28/28		24,875		23,296			24,786		(9)
Highfive Dental Holdco, LLC	Health Care Providers & Services	12.45%	S + 6.75%	06/13/28		8,771		8,529			8,551		(7) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		5,876		(158	)		(147	)	(7) (8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		979		(26	)		(24	)	(7) (8) (9)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services		S + 7.00%	03/18/27		27,993		26,895			21,554		(7) (11)
LifePoint Health, Inc.	Health Care Providers & Services	11.17%	S + 5.50%	11/16/28		324		307			323
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	11.93%	S + 6.50%	06/15/26		14,725		14,371			14,357		(7)
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	12.04%	S + 6.50%	06/15/26		7,437		4,139			4,127		(7) (8)
Summit Behavioral Healthcare, LLC	Health Care Providers & Services	10.40%	S + 4.75%	11/24/28		523		519			521
AI Aqua Merger Sub, Inc.	Household Durables	9.09%	S + 3.75%	07/31/28		123		121			123

The accompanying notes are an integral part of these unaudited consolidated financial statements.

19

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Reynolds Consumer Products LLC	Household Durables	7.21%	S + 1.75%	02/04/27	$	1,650	$	1,650		$	1,652
Acrisure, LLC	Insurance	9.15%	L + 3.50%	02/15/27		989		952			986
Alliant Holdings Intermediate, LLC	Insurance	8.96%	S + 3.50%	11/05/27		815		812			818
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		1,191		(18	)		(18	)	(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		8,250		(80	)		(82	)	(8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.75%	S + 6.25%	04/15/27		8,250		8,170			8,168		(9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		1,487		1,472			1,472		(9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.64%	S + 6.25%	04/15/27		1,550		1,534			1,534		(9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		5,920		5,861			5,860		(9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		15,154		15,003			15,002		(9)
AssuredPartners, Inc.	Insurance	8.86%	S + 3.50%	02/12/27		990		981			991
Asurion LLC	Insurance	9.71%	S + 4.25%	08/19/28		173		174			173
HUB International Limited	Insurance	9.37%	S + 4.00%	11/10/29		818		819			820
OneDigital Borrower, LLC	Insurance	9.71%	S + 4.25%	11/16/27		396		392			395
Sedgwick Claims Management Services, Inc.	Insurance	9.11%	S + 3.75%	02/24/28		990		983			992
USI, Inc.	Insurance		S + 3.75%	11/22/29		495		495			495		(10)
Barracuda Networks, Inc.	IT Services	9.88%	S + 4.50%	08/15/29		818		796			796
CNT Holdings I Corp.	IT Services	8.93%	S + 3.50%	11/08/27		816		813			817
Getty Images, Inc.	IT Services	9.95%	S + 4.50%	02/19/26		1,180		1,183			1,184
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	11.38%	S + 6.00%	10/02/29		33,638		32,985			32,965		(9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		8,700		(83	)		(87	)	(8) (9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		6,960		(134	)		(139	)	(8) (9)
Ingram Micro, Inc.	IT Services		S + 3.00%	06/30/28		3,609		3,622			3,618		(10)
MH Sub I, LLC	IT Services	9.61%	S + 4.25%	05/03/28		74		71			73
Alterra Mountain Company	Leisure Products	8.97%	S + 3.50%	08/17/28		1,792		1,799			1,792
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.75%	07/18/28		3,212		(38	)		(64	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.75%	07/18/28		1,606		(37	)		(32	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	12.11%	S + 6.75%	07/18/28		24,990		24,392			24,490		(7) (9)
SRAM, LLC	Leisure Products		S + 2.75%	05/18/28		2,301		2,308			2,294		(10)
Brookfield WEC Holdings, Inc.	Machinery	8.22%	S + 2.75%	08/01/25		990		990			991
Crosby US Acquisition Corp.	Machinery	10.21%	S + 4.75%	06/26/26		173		173			173
Engineered Machinery Holdings, Inc.	Machinery	9.11%	S + 3.50%	05/19/28		74		72			73
Pro Mach Group, Inc.	Machinery	9.47%	S + 4.00%	08/31/28		173		174			174
SPX Flow, Inc.	Machinery		S + 4.50%	04/05/29		1,000		1,001			1,002		(10)
Recorded Books Inc. (dba RBMedia)	Media		S + 6.25%	08/31/28		6,278		(161	)		(126	)	(7) (8) (9)
Recorded Books Inc. (dba RBMedia)	Media	11.64%	S + 6.25%	09/03/30		77,575		75,519			76,024		(7) (9)
Virgin Media Bristol, LLC	Media		S + 3.25%	01/31/29		3,600		3,583			3,588		(10)
AL GCX Holdings, LLC	Oil, Gas & Consumable Fuels		S + 3.50%	05/17/29		808		807			808		(10)
AL NGPL Holdings, LLC	Oil, Gas & Consumable Fuels		S + 3.75%	04/13/28		1,484		1,479			1,483		(10)
Buckeye Partners, L.P.	Oil, Gas & Consumable Fuels	7.71%	S + 2.25%	11/01/26		1,164		1,160			1,167

The accompanying notes are an integral part of these unaudited consolidated financial statements.

20

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par (4)		Cost			Fair Value			Footnotes
Buckeye Partners, L.P.	Oil, Gas & Consumable Fuels	7.86%	S + 2.50%	11/22/30	$		617	$	615		$	619
CQP Holdco LP	Oil, Gas & Consumable Fuels	8.99%	S + 3.00%	06/05/28			900		900			901
M6 ETX Holdings II Midco, LLC	Oil, Gas & Consumable Fuels	9.96%	S + 4.50%	09/19/29			495		492			495
Medallion Midland Acquisition, LLC	Oil, Gas & Consumable Fuels	8.86%	S + 3.75%	10/18/28			620		619			622
Oryx Midstream Services Permian Basin, LLC	Oil, Gas & Consumable Fuels	8.71%	S + 3.25%	10/05/28			1,063		1,057			1,065
Oxbow Carbon LLC	Oil, Gas & Consumable Fuels	9.45%	S + 4.00%	05/10/30			396		398			395
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	9.95%	E + 6.00%	09/30/30	EUR		14,611		14,995			15,646		(7) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	11.38%	S + 6.00%	09/30/30			23,483		22,796			22,779		(7) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals	11.36%	S + 6.00%	09/30/30			3,669		195			142		(7) (8) (9)
Bamboo US BidCo LLC (aka Baxter)	Pharmaceuticals		S + 6.00%	10/01/29			4,892		(141	)		(147	)	(7) (8) (9)
Covetrus, Inc.	Pharmaceuticals	10.35%	S + 5.00%	10/13/29			173		169			173
Gainwell Acquisition Corp.	Pharmaceuticals	9.45%	S + 4.00%	10/01/27			817		802			793
Amspec Parent, LLC	Professional Services	11.10%	S + 5.75%	12/05/30			42,288		41,239			41,231		(9)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/30			6,096		(75	)		(76	)	(8) (9)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/29			5,715		(141	)		(143	)	(8) (9)
iCIMS, Inc.	Professional Services	12.10%	S + 6.75%	08/18/28			3,067		465			413		(7) (8)
iCIMS, Inc.	Professional Services	12.62%	S + 7.25% (Incl. 3.88% PIK)	08/18/28			33,504		32,997			32,415		(7)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28			6,850		—			(223	)	(7) (8)
iCIMS, Inc.	Professional Services	12.62%	S + 7.25%	08/18/28			6,000		5,906			5,910		(7)
Altar Bidco, Inc.	Semiconductors & Semiconductor Equipment	8.26%	S + 3.10%	02/01/29			495		488			494
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.85%	S + 6.50%	07/01/30			8,825		8,618			8,693		(7) (9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 6.50%	07/01/30			2,037		(24	)		(31	)	(7) (8) (9)
ConnectWise, LLC	Software		S + 3.50%	09/29/28			1,841		1,822			1,835		(10)
Crewline Buyer, Inc. (dba New Relic)	Software	12.10%	S + 6.75%	11/08/30			59,188		57,729			57,709		(9)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30			6,165		(151	)		(154	)	(8) (9)
First Advantage Holdings, LLC	Software	8.22%	S + 2.75%	01/31/27			1,000		1,000			1,001
Hyland Software, Inc.	Software	11.36%	S + 6.00%	09/19/30			95,475		94,084			94,043		(7) (9)
Hyland Software, Inc.	Software		S + 6.00%	09/19/29			4,525		(65	)		(68	)	(7) (8) (9)
iSolved Inc	Software	9.48%	S + 4.00%	10/14/30			482		480			482
NAVEX TopCo, Inc.	Software	11.11%	S + 5.75%	11/09/30			45,950		45,044			45,031		(9)
NAVEX TopCo, Inc.	Software		S + 5.75%	11/09/28			4,050		(79	)		(81	)	(8) (9)
Ncontracts, LLC	Software	11.80%	S + 6.50%	12/11/29			58,433		56,980			56,972		(9)
Ncontracts, LLC	Software		S + 6.50%	12/11/29			5,394		(133	)		(135	)	(8) (9)
Ncontracts, LLC	Software		S + 6.50%	12/11/29			5,394		(67	)		(67	)	(8) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			1,650		513			513		(8) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			22,000		21,508			21,505		(9)
Physician Partners LLC	Software	9.53%	S + 4.00%	12/26/28			817		773			771
Project Boost Purchaser, LLC	Software	8.97%	S + 3.50%	06/01/26			499		497			499
Quartz Acquireco, LLC	Software	8.86%	S + 3.50%	06/28/30			499		499			500
Renaissance Holding Corp.	Software	10.11%	S + 4.75%	04/05/30			22,444		21,470			22,497		(9)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

21

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

Investment (1) (5)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par (4)		Cost			Fair Value			Footnotes
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28	$	85,514	$	84,709		$	84,659		(7) (9)
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28		11,952		1,097			1,088		(7) (8) (9)
Singlewire Software, LLC	Software	11.35%	S + 6.00%	05/10/29		20,052		19,501			19,651		(7) (9)
Singlewire Software, LLC	Software		S + 6.00%	05/10/29		3,226		(87	)		(65	)	(7) (8) (9)
Zelis Healthcare Corporation	Software	8.97%	S + 3.50%	09/30/26		495		496			495
Foundation Building Materials Holding Company, LLC	Specialty Retail	8.89%	S + 3.25%	01/31/28		990		975			986
Harbor Freight Tools USA, Inc.	Specialty Retail		S + 2.75%	10/19/27		974		962			972		(10)
Highline Aftermarket Acquisition, LLC	Specialty Retail	9.96%	S + 4.50%	11/09/27		248		244			248
Ahead DB Holdings, LLC	Technology Hardware & Equipment		S + 3.75%	10/18/27		1,837		1,767			1,826		(10)
McAfee, LLC	Technology Hardware & Equipment	9.19%	S + 3.75%	03/01/29		347		337			344
Peraton Corp.	Technology Hardware & Equipment	9.21%	S + 3.75%	02/01/28		1,805		1,789			1,807
Presidio Holdings Inc.	Technology Hardware & Equipment	8.98%	S + 3.50%	01/22/27		495		495			495
Virtusa Corporation	Technology Hardware & Equipment	9.21%	S + 3.75%	02/15/29		990		982			989
World Wide Technology Holding Co., LLC	Technology Hardware & Equipment		S + 3.25%	03/01/30		3,579		3,591			3,591		(10)
CCI Buyer, Inc.	Telecommunications	9.35%	S + 4.00%	12/17/27		544		535			542
Sorenson Communications, LLC	Telecommunications	10.97%	S + 5.50%	03/17/26		766		725			762
Fanatics Commerce Intermediate Holdco, LLC	Textiles, Apparel & Luxury Goods	8.72%	S + 3.25%	11/24/28		909		910			903
Ortholite, LLC	Textiles, Apparel & Luxury Goods	11.61%	S + 6.25%	09/29/27		43,965		43,548			43,525		(7) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		22,551		15,317			15,222		(8) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		66,149		64,537			64,495		(9)
Total 1st Lien/Senior Secured Debt								1,479,198			1,481,140
1st Lien/Last-Out Unitranche (12) - 10.48%
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.61%	S + 6.25%	12/07/28	$	46,916	$	46,450		$	46,447		(9)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services		S + 6.25%	12/07/28		28,084		(278	)		(281	)	(8) (9)
K2 Towers III, LLC	Wireless Telecommunication Services	11.91%	S + 6.55%	12/06/28		68,000		49,598			49,593		(8) (9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.73%	S + 6.37%	12/22/28		14,349		14,205			14,205		(9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services		S + 6.37%	12/22/28		8,982		(89	)		(90	)	(8) (9)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	12.46%	S + 7.00%	08/24/28		46,667		46,103			46,200		(7) (9)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services		S + 7.00%	08/24/28		28,333		(336	)		(284	)	(7) (8) (9)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	9.71%	S + 4.25%	08/31/28		19,000		10,830			10,894		(7) (8) (9)
Total 1st Lien/Last-Out Unitranche								166,483			166,684
2nd Lien/Senior Secured Debt - 1.26%
AWP Group Holdings, Inc.	Commercial Services & Supplies		S + 8.75%	12/23/30	$	4,545	$	(43	)	$	(80	)	(7) (8)
AWP Group Holdings, Inc.	Commercial Services & Supplies	14.11%	S + 8.75%	12/23/30		4,545		4,457			4,466		(7) (9)
AWP Group Holdings, Inc.	Commercial Services & Supplies	14.20%	S + 8.75%	12/23/30		15,909		15,602			15,631		(7)
Total 2nd Lien/Senior Secured Debt								20,016			20,017
Total United States							$	1,665,697		$	1,667,841
Total Debt Investments							$	1,782,641		$	1,788,119
Total Investments - 112.40%							$	1,782,641		$	1,788,119
Investment (1) (5)					Shares (4)		Cost			Fair Value			Footnotes
Investments in Affiliated Money Market Fund - 4.15%
Goldman Sachs Financial Square Government Fund - Institutional Shares						65,977,319	$	65,977		$	65,977		(13) (14)
Total Investments in Affiliated Money Market Fund								65,977			65,977
Total Investments and Investments in Affiliated Money Market Fund - 116.55%							$	1,848,618		$	1,854,096

The accompanying notes are an integral part of these unaudited consolidated financial statements.

22

Goldman Sachs Private Credit Corp.

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)

(1)

Percentages are based on net assets.

(2)

For Industry subtotal and percentage, see Note 4 “Investments.”

(3)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either L, E, S, C or alternate base rate (commonly based on the P), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2023, the rate for the 3 month L was 5.59% and 1 month L was 5.47%. As of December 31, 2023, the rate for 6 month S was 5.16%, 3 month S was 5.33%, 1 month S was 5.35%, 1 month E was 3.85%, 3 month C was 5.45% and 1 month C was 5.46%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023.

(4)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in USD unless otherwise noted, EUR, or CAD.

(5)

Assets are pledged as collateral for the Revolving Credit Facilities (as defined below). See Note 6 “Debt.”

(6)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, the aggregate fair value of these securities is $120,278 or 6.31% of the Company’s total assets.

(7)

The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement.”

(8)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 “Commitments and Contingencies.”

(9)

Represents co-investments made in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions.”

(10)

Position or portion thereof unsettled as of December 31, 2023.

(11)

The investment is on non-accrual status. See Note 2 “Significant Accounting Policies.”

(12)

In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(13)

The annualized seven-day yield as of December 31, 2023 is 5.25%.

(14)

The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions.”

PIK - Payment-In-Kind

The accompanying notes are an integral part of these unaudited consolidated financial statements.

23

Goldman Sachs Private Credit Corp.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

1. ORGANIZATION

Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Loan Fund LLC and Goldman Sachs Private Credit Fund LLC) (the "Company", which term refers to either Goldman Sachs Private Credit Corp. or Goldman Sachs Private Credit Corp. together with its consolidated subsidiary, as the context may require) is a Delaware corporation formed on March 25, 2022 that intends to elect to be treated, and expects to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and has elected to be treated as a business development company (“BDC”) under the Investment Company Act. On April 6, 2023, the Company elected to be regulated as a BDC, converted from a Delaware limited liability company into a Delaware corporation and commenced operations.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. The Company will also invest a portion of the portfolio in more liquid investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc., together with GS & Co., GSAM and its other subsidiaries.

The Company is conducting an offering of the Company’s Class I common stock, par value $0.001 per share (the “Shares”), on a continuous basis (the “Offering”). The offering and sale of common stock is exempt from registration in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Regulation D and Regulation S thereunder, for offers and sales of securities that do not involve a public offering and for offers and sales of securities outside of the United States. The Company is currently only offering the Shares for sale.

Prior to and including April 6, 2023 (the “Initial Issuance Date”), the per share purchase price for the Shares in the Offering was $25.00 per share. After the Initial Issuance Date, the purchase price per share for each class of the Company’s common stock will equal the net asset value (“NAV”) per share, as of the effective date of the applicable monthly share purchase date.

Prior to the Initial Issuance Date, the Company held stockholders’ funds received in connection with the Offering in an escrow account subject to the satisfaction of certain conditions (the “Escrow Conditions”). On the Initial Issuance Date, the Escrow Conditions were satisfied and the Company broke escrow in connection with the initial closing of the private offering of the Shares.

GS & Co. will assist the Company in conducting the Offering pursuant to agreements between the Company and GS & Co.

The Company conducted an offering to accredited investors to purchase shares of the Company’s 12.0% Series A Cumulative Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), in reliance on Regulation D under the Securities Act. The holders of the Series A Preferred Stock were subject to certain dividend, voting, liquidation and other rights. On September 28, 2023, the Company redeemed all of the issued and outstanding shares of Series A Preferred Stock and filed a Certificate of Elimination on November 3, 2023, which eliminated, removed and cancelled the Certificate of Designation related to the Series A Preferred Stock.

On December 19, 2022, the Company received a capital contribution of one thousand dollars from an affiliate of the Investment Adviser (the “Initial Member”). The Initial Member served as the sole owner of the Company’s interests until the Initial Issuance Date. In connection with the Initial Issuance Date, such equity interests were cancelled.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is USD and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

24

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2024. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, GS Private Credit SPV Public I LLC (“SPV Public I”) and GSCR Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Prepayment premiums	$	35	$	—
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	322	$	—

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another Account (as defined below) managed by the Investment Adviser.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

25

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the applicable contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2024, the Company did not have any investments on non-accrual status. As of December 31, 2023, the Company had an investment held in one portfolio company on non-accrual status, which represented 1.5% and 1.2% of the total investments (excluding investments in money market fund, if any) at amortized cost and at fair value.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the board of directors of the Company (the “Board of Directors” or “Board”), pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)

The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

(2)

The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)

The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

26

(4)

The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)

The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

(6)

Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Receivable/Payable From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled as of the reporting date.

Money Market Funds

Investments in money market funds are valued at NAV per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of March 31, 2024 and December 31, 2023, the Company held an aggregate cash balance of $29,877 and $19,325. Foreign currency of $5,291 and $2,025 (acquisition cost of $5,311 and $1,965) is included in cash as of March 31, 2024 and December 31, 2023.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into US dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into US dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into US dollars based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Derivatives

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments, as applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.

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The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company intends to elect to be treated as a RIC commencing with its taxable year ended December 31, 2023. So long as the Company maintains its tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any investment company taxable income or net capital gain that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions

Common Stockholders

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each month and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company has adopted a distribution reinvestment plan (the “DRIP”) that provides for reinvestment of all cash distributions declared by the Board unless a stockholder elects to “opt out” of the plan. As a result, if the Board declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional Shares, rather than receiving the cash distribution. Stockholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan. However, since the cash distributions of participants in the plan will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes.

Preferred Stockholders

Before the redemption of the Series A Preferred Stock, the Company was obligated to make distributions to holders of the Series A Preferred Stock semi-annually on or before June 30 and December 31 of each year. Such distributions were payable to holders of record at the close of business on the applicable record date. Pursuant to the terms of the Series A Preferred Stock, such record dates were required to be designated as either the fifteenth day of the calendar month in which the applicable distribution payment date would fall or such other date designated by the Board for the payment of distributions to such preferred stockholders that would not be more than 30 nor less than ten days prior to such distribution payment date. The Company redeemed all of its issued and outstanding shares of Series A Preferred Stock on September 28, 2023.

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Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the credit facility with Truist Bank (the “Truist Revolving Credit Facility”) and the credit facility with BNP Paribas (the “BNPP Revolving Credit Facility” and together with the Truist Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the term of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

Offering Costs

Offering costs consist primarily of fees incurred in connection with the Offering, including legal, printing and other costs, as well as costs associated with the preparation of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months. The Investment Adviser agreed to advance all of the offering expenses on behalf of the Company through the Initial Issuance Date. Prior to the Company breaking escrow on the Initial Issuance Date, offering costs did not represent a liability of the Company since the obligation to reimburse the Investment Adviser was conditional on the Company breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requesting reimbursement of offering expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement (as defined and described below). After the Initial Issuance Date, the Company bears all such expenses.

Organization Costs

Organization costs include costs relating to the formation and organization of the Company. These costs, which were borne by the Investment Adviser on behalf of the Company through the Initial Issuance Date, were expensed as incurred. The reimbursement of organization expenses was conditional on the Company breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement. After the Initial Issuance Date, the Company bears all such expenses.

New Accounting Pronouncements

In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company is assessing the impact of the new ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and disaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the impact of the new ASU on its consolidated financial statements.

3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company entered into an Investment Management Agreement, effective as of March 20, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Investment Management Agreement”), with the Investment Adviser.

Pursuant to the terms of the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of the Board of Directors, manages the Company’s day-to-day investment related operations and provides investment management services to the Company. The Company pays the Investment Adviser a fee for its services under the Investment Management Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”).

Subject to applicable law and published SEC guidance, nothing contained in the Investment Management Agreement in any way precludes, restricts or limits the activities of the Investment Adviser or any of its respective subsidiaries or affiliated parties.

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Management Fee

The Management Fee is payable monthly in arrears. The Management Fee is equal to 0.1042% (i.e., an annual rate of 1.25%) of the value of the Company's net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Management Agreement, net assets means the Company’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. For the first calendar month in which the Company had operations, net assets was measured as the beginning net assets as of the date on which the Company broke escrow. The Investment Adviser has agreed to waive the Management Fee for the first two fiscal quarters of the Company's operations, commencing on and including the date on which the Company broke escrow for the private offering of the Shares. The Investment Adviser waives a portion of its Management Fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests.

For the three months ended March 31, 2024 and 2023, Management Fees amounted to $6,445 and $0. As of March 31, 2024, $2,344 remained payable.

Incentive Fee

The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Company's income and a portion is based on a percentage of the Company's capital gains, each as described below.

i. Incentive Fee Based on Income

The portion based on the Company's income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company's net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses accrued for the quarter (including the Management Fee and any interest expense or fees on any credit facilities or outstanding debt and distributions paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or stockholder servicing fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that the Company have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company's net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•

100% of the dollar amount of the Company's Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of the Company's Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and

•

12.5% of the dollar amount of the Company's Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The Investment Adviser has agreed to waive the Incentive Fee based on income for the first two fiscal quarters of the Company's operations, commencing on and including the date on which the Company broke escrow for the private offering of the Shares.

For the three months ended March 31, 2024 and 2023, Incentive Fees based on income amounted to $6,270 and $0 and the Investment Adviser voluntarily waived $2,425 and $0. As of March 31, 2024, $3,845 remained payable.

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ii. Incentive Fee Based on Capital Gains

The second component of the Incentive Fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

•

12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if the Company was to sell the relevant investment and realize a capital gain.

The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.

For the three months ended March 31, 2024 and 2023, the Company accrued Incentive Fees based on capital gains under GAAP of $1,632 and $0, which were not realized.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company will pay the Administrator fees for its services as the Company determines are commercially reasonable in its sole discretion. The Company will also reimburse the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three months ended March 31, 2024 and 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $507 and $0. As of March 31, 2024, $507 remained payable.

Transfer Agent Fees

The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and distribution paying agent. The Company pays the Transfer Agent fees at an annual rate of 0.05% of the average of the Company’s NAV at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s NAV as of such quarter-end).

For the three months ended March 31, 2024 and 2023, the Company incurred expenses for services provided by the Transfer Agent of $245 and $0. As of March 31, 2024, $245 remained payable.

Affiliates

As of March 31, 2024 and December 31, 2023, affiliates of the Investment Adviser owned 20.9% and 12.9% of the Shares, respectively.

The table below presents the Company’s affiliated investments:

	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Three Months Ended March 31, 2024
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	65,977	$	1,147,113	$	(895,640	)	$	—	$	—	$	317,450	$	4,519
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		—		22,895		—			—		165		23,060		22
Total Non-Controlled Affiliates	$	65,977	$	1,170,008	$	(895,640	)	$	—	$	165	$	340,510	$	4,541
For the Year Ended December 31, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	1,920,665	$	(1,854,688	)	$	—	$	—	$	65,977	$	4,156
Total Non-Controlled Affiliates	$	—	$	1,920,665	$	(1,854,688	)	$	—	$	—	$	65,977	$	4,156

(1)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

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Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2024 and December 31, 2023, there were $727 and $1,062, respectively, included within Accrued expenses and other liabilities, and $97 and $582, respectively, included within Interest and other debt expenses payable that were paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-Investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments, and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.

In addition, the Company has filed an application to amend the Relief to permit the Company to participate in follow-on investments in the Company's existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive order.

Placement Agent Agreement

The Company has entered into an agreement with GS & Co. (the “Placement Agent”), pursuant to which GS & Co. will assist the Company in conducting the Offering. GS & Co. has entered into or will enter into sub-placement agreements (together with the agreement with GS & Co., the “Placement Agent Agreements”) with various sub-placement agents to assist in conducting the Offering. Stockholder servicing and/or distribution fees will be payable to the Placement Agent. The Placement Agent may also be compensated by the Investment Adviser, in its discretion, for certain services, including promotional and marketing support, stockholders servicing, operational and recordkeeping, sub-accounting, networking or administrative services. These payments are made out of the Investment Adviser’s own resources and/or assets, including from the revenues or profits derived from the advisory fees the Investment Adviser receives from the Company.

Expense Support and Conditional Reimbursement Agreement

The Investment Adviser agreed to advance all of the organization, offering and other operating expenses on behalf of the Company through the Initial Issuance Date. For the three months ended March 31, 2023, the Investment Adviser agreed to advance $350, which have been included within Expense support in the Consolidated Statements of Operations. Subsequent to the Initial Issuance Date, expenses incurred prior to the Initial Issuance Date were borne by the Company.

In addition, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support and Conditional Reimbursement Agreement”) with the Investment Adviser. Pursuant to the Expense Support and Conditional Reimbursement Agreement, the Investment Adviser may elect to pay certain of the Company’s expenses on its behalf (each such payment, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or distribution and/or stockholder servicing fees of the Company. Any expense payment must be paid by the Investment Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Investment Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Investment Adviser until such time as all expense payments made by the Investment Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company will be referred to herein as a “Reimbursement Payment.”

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“Available Operating Funds” means the sum of (i) the Company’s net investment company income and (ii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (ii) are not included under clause (i) above).

The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Investment Adviser has waived its right to receive such payment for the applicable month, in which case such waived amount will remain as unreimbursed Expense Payments reimbursable in future months. The Investment Adviser has waived its right to receive such payments for the three months ended March 31, 2024.

The following table presents a summary of Expense Payments and the related Reimbursement Payments:

For the Month Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Unreimbursed Expense Payments
For the Three Months Ended March 31, 2024
January 31, 2024	$	2,759	$	—	$	2,759
February 29, 2024		3,248		—		3,248
March 31, 2024		898		—		898
Total	$	6,905	$	—	$	6,905

For the three months ended March 31, 2024, Expense Payments were $6,905 and have been included within Expense support in the Consolidated Statements of Operations. As of March 31, 2024, unreimbursed Expense Payments were $13,305.

For the three months ended March 31, 2023, there were no Expense Payments.

Director Fees

Each of the Company’s independent directors is compensated an annual fee of $100,000 (or $50,000 upon the Company’s NAV being less than $1,500,000,000) for his or her services as one of the Company’s directors and as a member of the Audit Committee and Governance and Nominating Committee. The Chairperson receives an additional annual fee of $25,000 (or $12,500 upon the Company’s NAV being less than $1,500,000,000) for his services in such capacity and the director designated as “audit committee financial expert” receives an additional annual fee of $15,000 (or $7,500 upon the Company’s NAV being less than $1,500,000,000) for his services in such capacity.

Directors’ fees were borne by the Investment Adviser on behalf of the Company through the Initial Issuance Date. The reimbursement of directors’ fees was conditional on the Company breaking escrow in connection with the Offering and the Investment Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement. After the Initial Issuance Date, the Company bears all such expenses.

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2024				December 31, 2023
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	2,433,331	$	2,453,189	$	1,596,142	$	1,601,418
1st Lien/Last-Out Unitranche		205,624		205,709		166,483		166,684
2nd Lien/Senior Secured Debt		20,026		20,267		20,016		20,017
Preferred Stock		3,420		3,420		—		—
Common Stock		—		—		—		—
Total investments	$	2,662,401	$	2,682,585	$	1,782,641	$	1,788,119

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The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:

	March 31, 2024						December 31, 2023
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Software		23.7	%		27.5	%		24.4	%		27.4	%
Financial Services		9.0			10.5			7.5			8.4
Wireless Telecommunication Services		7.7			8.9			9.3			10.5
Insurance		6.7			7.8			2.1			2.4
Chemicals		5.6			6.5			7.0			7.9
Commercial Services & Supplies		4.5			5.2			3.3			3.7
Diversified Consumer Services		3.7			4.2			6.0			6.7
Media		3.6			4.1			4.4			5.0
Health Care Providers & Services		3.1			3.7			4.2			4.7
Professional Services		3.0			3.5			4.4			5.0
Trading Companies & Distributors		2.9			3.4			4.5			5.0
Health Care Equipment & Supplies		2.8			3.2			0.2			0.2
Consumer Staples Distribution & Retail		2.5			2.9			3.6			4.0
IT Services		1.9			2.2			2.2			2.5
Distributors		1.9			2.2			2.5			2.8
Textiles, Apparel & Luxury Goods		1.7			2.0			2.5			2.8
Automobiles		1.7			2.0			2.6			2.9
Building Products		1.7			1.9			0.8			0.9
Leisure Products		1.6			1.9			1.6			1.8
Pharmaceuticals		1.6			1.8			2.2			2.5
Aerospace & Defense		1.5			1.8			2.0			2.3
Oil, Gas & Consumable Fuels		1.4			1.6			0.4			0.5
Containers & Packaging		1.0			1.2			0.4			0.4
Automobile Components		0.8			0.9			0.3			0.3
Construction & Engineering		0.7			0.9			0.4			0.4
Entertainment		0.7			0.8			0.1			0.1
Technology Hardware & Equipment		0.7			0.8			0.5			0.6
Machinery		0.4			0.5			0.1			0.2
Energy Equipment & Services		0.4			0.5			—			—
Specialty Retail		0.3			0.3			0.1			0.1
Electric Utilities		0.3			0.3			0.1			0.1
Ground Transportation		0.3			0.3			—			—		(1)
Household Durables		0.2			0.3			0.1			0.1
Metals & Mining		0.1			0.2			—			—
Semiconductors & Semiconductor Equipment		0.1			0.2			—			—		(1)
Telecommunications		0.1			0.1			0.1			0.1
Food Products		0.1			0.1			0.1			0.1
Total		100.0	%		116.2	%		100.0	%		112.4	%

(1)

Amount rounds to less than 0.1%.

The geographic composition of the Company’s investments at fair value was as follows:

Geographic	March 31, 2024			December 31, 2023
United States		91.1	%		93.3	%
Canada		4.4			6.7
United Kingdom		3.9			—
Australia		0.6			—
Total		100.0	%		100.0	%

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5. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The Company carries its investments in accordance with ASC 820, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

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Level 3 Instruments	Valuation Techniques and Significant Inputs
Bank Loans, Corporate Debt, and Other Debt Obligations	Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.
Equity	Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets.

The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2024 and December 31, 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

Level 3 Instruments	Fair Value(1) (2)		Valuation Techniques (3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of March 31, 2024
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	1,384,170	Discounted cash flows	Discount Rate	9.1% — 12.4%	10.3%
1st Lien/Last-Out Unitranche		183,712	Discounted cash flows	Discount Rate	8.7% — 11.0%	10.3%
2nd Lien/Senior Secured Debt		20,267	Discounted cash flows	Discount Rate	—	12.7%
Equity
Preferred Stock	$	3,420	Comparable multiples	EV/EBITDA(6)	—	10.0x
As of December 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	800,680	Discounted cash flows	Discount Rate	9.7% — 11.5%	10.3%
		21,554	Comparable multiples	EV/EBITDA(6)	—	10.0x
1st Lien/Last-Out Unitranche		56,810	Discounted cash flows	Discount Rate	8.9% — 10.7%	10.3%
2nd Lien/Senior Secured Debt		20,017	Discounted cash flows	Discount Rate	—	12.6%

(1)

As of March 31, 2024, included within the fair value of Level 3 assets of $2,055,455 is an amount of $463,886 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $1,588,149 or 77.4% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)

As of December 31, 2023, included within the fair value of Level 3 assets of $1,605,348 is an amount of $706,287 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $877,507 or 54.7% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(4)

The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.

(5)

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(6)

Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.

36

The following is a summary of the Company’s assets categorized within the fair value hierarchy:

	March 31, 2024								December 31, 2023
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	627,130	$	1,826,059	$	2,453,189	$	—	$	182,771	$	1,418,647	$	1,601,418
1st Lien/Last-Out Unitranche		—		—		205,709		205,709		—		—		166,684		166,684
2nd Lien/Senior Secured Debt		—		—		20,267		20,267		—		—		20,017		20,017
Preferred Stock		—		—		3,420		3,420		—		—		—		—
Common Stock		—		—		—		—		—		—		—		—
Investments in Affiliated Money Market Fund		317,450		—		—		317,450		65,977		—		—		65,977
Total	$	317,450	$	627,130	$	2,055,455	$	3,000,035	$	65,977	$	182,771	$	1,605,348	$	1,854,096

The below table presents a summary of changes in fair value of Level 3 assets by investment type:

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)		Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2024
1st Lien/Senior Secured Debt	$	1,418,647	$	431,101	$	(4,003	)	$	14,850		$	(36,110	)	$	1,574	$	—	$	—	$	1,826,059	$	9,586
1st Lien/Last-Out Unitranche		166,684		39,025		—			(117	)		—			117		—		—		205,709		(116	)
2nd Lien/Senior Secured Debt		20,017		—		—			240			—			10		—		—		20,267		240
Preferred Stock		—		3,420		—			—			—			—		—		—		3,420		—
Common Stock		—		—		—			—			—			—		—		—		—		—
Total assets	$	1,605,348	$	473,546	$	(4,003	)	$	14,973		$	(36,110	)	$	1,701	$	—	$	—	$	2,055,455	$	9,710

(1)

Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)

Transfers in (out) of Level 3, if any, are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

The Company did not hold any investments for the three months ended March 31, 2023.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31, 2024, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.

6. DEBT

The Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2024 and December 31, 2023, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 549% and 741%.

The Company’s outstanding debt was as follows:

	March 31, 2024						December 31, 2023
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
Truist Revolving Credit Facility(1)	$	1,180,000	$	866,102	$	313,814	$	1,180,000	$	951,720	$	228,186
BNPP Revolving Credit Facility(2)		200,000		—		200,000		200,000		180,000		20,000
Total debt	$	1,380,000	$	866,102	$	513,814	$	1,380,000	$	1,131,720	$	248,186

(1)

Provides, under certain circumstances, a total borrowing capacity of $1,695,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, the Company had outstanding borrowings denominated in USD of $90,000, in Euro of EUR 112,750, in CAD of CAD 117,435 and in AUD of AUD 23,750. As of December 31, 2023, the Company had outstanding borrowings denominated in USD of $123,000, in Euro of EUR 15,000, in CAD of CAD 117,435 and in AUD of AUD 0.

37

(2)

Provides, under certain circumstances, a total borrowing capacity of $1,000,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, the Company had outstanding borrowings denominated in USD of $200,000. As of December 31, 2023, the Company had outstanding borrowings denominated in USD of $20,000.

The combined weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2024 and for the year ended December 31, 2023 were 7.17% and 7.34%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 was $348,675 and for the year ended December 31, 2023 was $125,116.

Truist Revolving Credit Facility

On April 6, 2023, the Company entered into the Truist Revolving Credit Facility with Truist Bank (“Truist”), as administrative agent (the “Administrative Agent”), the lenders and issuing banks party thereto. The Company amended the Truist Revolving Credit Facility on August 9, 2023 and November 17, 2023. The total commitments under the Truist Revolving Credit Facility are $1,180,000, of which $800,000 is under a multicurrency sub-facility, $290,000 is under a USD sub-facility and $90,000 is under a term loan tranche as of March 31, 2024. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility up to $1,695,000. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on April 6, 2028.

Proceeds from the Truist Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay distributions).

Borrowings thereunder denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings thereunder denominated in non-USD bear interest of the applicable term benchmark rate or daily simple risk-free rate plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in (i) Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively, and (ii) Canadian Dollars only, an additional 0.29547% credit adjustment spread or 0.32138% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, the Company may elect either term SOFR or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

The Truist Revolving Credit Facility may be guaranteed by certain of the Company's wholly owned subsidiaries that are formed or acquired by the Company in the future.

The Company's obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain customary covenants, including: (i) maintaining a minimum stockholders’ equity, (ii) maintaining an asset coverage ratio of at least 1.50 to 1 and (iii) restrictions on industry concentrations in the Company’s investment portfolio. As of March 31, 2024, the Company was in compliance with these covenants.

The Truist Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default (including a change in control event of default trigger).

Costs of $9,740 were incurred in connection with obtaining and amending the Truist Revolving Credit Facility, which have been recorded as deferred financing costs in the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Truist Revolving Credit Facility using the straight-line method. As of March 31, 2024 and December 31, 2023, outstanding deferred financing costs were $8,226 and $8,642.

The below table presents the summary information of the Truist Revolving Credit Facility:

	For the Three Months Ended
	March 31, 2024
Borrowing interest expense	$	4,727
Facility fees		885
Amortization of financing costs		513
Total	$	6,125
Weighted average interest rate		7.15	%
Average outstanding balance	$	265,818

BNPP Revolving Credit Facility

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On September 28, 2023, SPV Public I entered into BNPP Revolving Credit Facility with BNP Paribas (“BNPP”), as administrative agent, State Street Bank and Trust Company, as collateral agent, the Company, as equityholder and investment advisor, and the lenders party thereto. The initial principal amount of the commitments under the BNPP Revolving Credit Facility is $200,000. The BNPP Revolving Credit Facility also has an accordion provision, subject to the satisfaction of various conditions, which could bring total commitments under the BNPP Revolving Credit Facility to $1,000,000. Proceeds from borrowings under the BNPP Revolving Credit Facility may be used to fund portfolio investments by SPV Public I and to make advances under delayed drawdown collateral assets where SPV Public I is a lender. Any amounts outstanding under the BNPP Revolving Credit Facility must be repaid by September 28, 2026.

Advances under the BNPP Revolving Credit Facility initially bear interest at a per annum rate equal to 1-month or 3-month Term SOFR plus an applicable margin of 1.80%. After the expiration of a two-year reinvestment period, the applicable margin on all outstanding advances will be 2.80% per annum.

SPV Public I’s obligations to the lenders under the BNPP Revolving Credit Facility are secured by a first priority security interest in substantially all of SPV Public I’s portfolio investments and cash, subject to liens permitted under the BNPP Revolving Credit Facility. The obligations of SPV Public I under the BNPP Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the BNPP Revolving Credit Facility is limited to the value of the Company’s investment in SPV Public I, subject to certain indemnification obligations.

The BNPP Revolving Credit Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. As of March 31, 2024, the Company and SPV Public I were in compliance with these covenants.

Costs of $1,782 were incurred in connection with obtaining the BNPP Revolving Credit Facility, which have been recorded as deferred financing costs in the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the BNPP Revolving Credit Facility using the straight-line method. As of March 31, 2024 and December 31, 2023, outstanding deferred financing costs were $1,480 and $1,628.

The below table presents the summary information of the BNPP Revolving Credit Facility:

	For the Three Months Ended
	March 31, 2024
Borrowing interest expense	$	1,493
Facility fees		38
Amortization of financing costs		148
Total	$	1,679
Weighted average interest rate		7.25	%
Average outstanding balance	$	82,857

7. COMMITMENTS AND CONTINGENCIES

Commitments

The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to transaction-related contingencies. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

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	Unfunded Commitment Balances (1)
	March 31, 2024		December 31, 2023
1st Lien/Senior Secured Debt
Admiral Buyer, Inc. (dba Fidelity Payment Services)	$	7,920	$	—
Amspec Parent, LLC		11,811		11,811
Aptean, Inc.		17,665		—
AQ Sunshine, Inc. (dba Relation Insurance)		8,003		9,441
Ardonagh Midco 3 PLC		29,383		—
Arrow Buyer, Inc. (dba Archer Technologies)		1,460		2,037
ASM Buyer, Inc.		97,568		97,568
Bamboo US BidCo LLC (aka Baxter)		8,170		8,309
Blast Bidco Inc. (dba Bazooka Candy Brands)		7,366		7,366
Charger Debt Merger Sub, LLC (dba Classic Collision)		232,901		—
Circustrix Holdings, LLC (dba SkyZone)		4,817		4,818
Coretrust Purchasing Group LLC		11,053		11,052
Crewline Buyer, Inc. (dba New Relic)		6,165		6,166
CST Buyer Company (dba Intoxalock)		3,879		3,879
DFS Holding Company, Inc.		5,491		5,491
Formulations Parent Corporation (dba Chase Corp)		9,068		9,068
Frontgrade Technologies Holdings Inc.		3,689		3,689
Fullsteam Operations LLC		38,497		15,230
GovDelivery Holdings, LLC (dba Granicus, Inc.)		5,950		—
GPS Phoenix Buyer, Inc. (dba Guidepoint)		15,659		15,660
Groundworks, LLC	—			942
Harrington Industrial Plastics, LLC		36,321		6,765
Highfive Dental Holdco, LLC		6,856		6,855
Hyland Software, Inc.		4,525		4,525
iCIMS, Inc.		9,380		9,405
iWave Information Systems, Inc.		2,391		2,391
Kene Acquisition, Inc. (dba Entrust)		24,101		—
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		2,439		—
NAVEX TopCo, Inc.		4,050		4,050
Ncontracts, LLC		10,249		10,788
Northstar Acquisition HoldCo, LLC (dba n2y)		87,166		—
Onyx CenterSource, Inc.		1,100		1,100
Project Accelerate Parent, LLC (dba ABC Fitness)		5,000		—
Recochem, Inc		17,433		17,821
Recorded Books Inc. (dba RBMedia)		2,466		6,278
Rubrik, Inc.		7,879		10,744
Singlewire Software, LLC		3,226		3,226
Solaris (dba Urology Management Holdings, Inc.)		3,123		3,123
Superior Environmental Solutions		2,194		2,298
Trader Corporation		3,439		3,516
UP Acquisition Corp. (dba Unified Power)		3,378		3,378
USA DeBusk, LLC		135,766		—
VASA Fitness Buyer, Inc.		2,611		3,047
Zeus Company, Inc.		22,838		—
Total 1st Lien/Senior Secured Debt	$	924,446	$	311,837
1st Lien/Last-Out Unitranche
EIP Consolidated, LLC (dba Everest Infrastructure)	$	20,941	$	28,084
K2 Towers III, LLC		11,437		17,727
Skyway Towers Intermediate LLC		8,632		8,983
Tarpon Towers II LLC		12,653		—
Thor FinanceCo LLC (dba Harmoni Towers)		28,333		28,333
Towerco IV Holdings, LLC		4,672		7,916
Total 1st Lien/Last-Out Unitranche	$	86,668	$	91,043
2nd Lien/Senior Secured Debt
AWP Group Holdings, Inc.	$	4,545	$	4,546
Total 2nd Lien/Senior Secured Debt	$	4,545	$	4,546
Total	$	1,015,659	$	407,426

(1)

Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Investment Adviser agreed to bear all of the Company’s expenses through the Initial Issuance Date. The Company was obligated to reimburse the Investment Adviser for such advanced expenses upon breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requested reimbursement of these expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement.

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8. NET ASSETS

The Company has the authority to issue up to 1,000,000,000 Shares, 1,000,000,000 shares of Class D common stock, par value $0.001 per share, 1,000,000,000 shares of Class S common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share.

Transactions in Shares

The following table summarizes the total Shares issued and proceeds related to the Offering:

Share Issue Date	Shares Issued		Proceeds Received
For the Three Months Ended March 31, 2024
January 1, 2024		13,232,488	$	333,459
February 1, 2024		6,122,455		154,286
March 1, 2024		7,852,924		197,815
Total		27,207,867	$	685,560

There were no Shares issued for the three months ended March 31, 2023.

Distributions to Common Stockholders

The Company has adopted a DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If an investor participates in the DRIP, the cash distributions attributable to the class of shares that the investor purchased in our primary offering will be automatically invested in additional shares of the same class. The purchase price for shares purchased under the Company's DRIP will be equal to the most recent available NAV per share for such shares at the time the distribution is payable. The following table summarizes the distributions declared on the Shares and Shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP:

Date Declared	Record Date	Payment Date	Amount Per Share		Shares
For the Three Months Ended March 31, 2024
November 1, 2023	January 31, 2024	February 29, 2024	$	0.21		284,014
February 27, 2024	February 29, 2024	March 28, 2024	$	0.21		303,114
February 27, 2024	March 28, 2024	April 26, 2024	$	0.21		328,736

There were no distributions declared on the Company’s common stock for the three months ended March 31, 2023.

Series A Preferred Stock

On April 6, 2023, the Company issued and sold 515 shares of the Series A Preferred Stock at a price of $1,000 per share, resulting in gross proceeds to the Company of $515. The Company redeemed all of the issued and outstanding shares of Series A Preferred Stock on September 28, 2023. Prior to the redemption, the Series A Preferred Stock was senior to all other classes and series of common stock and ranked on parity with any other class or series of preferred stock, whether such class or series would be created in the future. The Series A Preferred Stock was subject to redemption at any time by notice of such redemption on a date selected by the Company. The shares of the Series A Preferred Stock were entitled to a liquidation preference of $1,000 per share (the “Liquidation Value”), plus any accrued but unpaid distributions and any applicable redemption premium. Distributions on each share of the Series A Preferred Stock were payable semiannually on June 30 and December 31 of each year and accrued at a rate of 12.0% per annum on the Liquidation Value thereof plus all accumulated and unpaid distributions thereon. Holders of shares of the Series A Preferred Stock would not participate in any appreciation in the value of the Company.

Share Repurchase Program

Subject to the discretion of the Company’s Board of Directors, the Company intends to maintain a share repurchase program, pursuant to which it intends to offer to repurchase, in each quarter, up to 5% of the Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Company’s Board of Directors may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Company and the best interest of the Company’s stockholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the Investment Company Act. All Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

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Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include shares received under the Company’s DRIP. The Early Repurchase Deduction may be waived by the Company in the case of repurchase requests arising from the death, divorce or qualified disability of the holders. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining stockholders.

The following table presents the share repurchases completed during the three months ended March 31, 2024:

Offer Date	Tender Offer Expiration Date	Repurchase Pricing Date	Percentage of Outstanding Units the Company Offered to Repurchase(1)(2)			Purchase Price Per Share		Amount Repurchased		Number of Shares Repurchased
February 16, 2024	March 15, 2024	March 31, 2024		5.0	%	$	25.32	$	394		15,551

(1)

Percentage is based on total shares as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

9. EARNINGS PER COMMON SHARE

The following information sets forth the computation of basic and diluted earnings per Share:

	For the Three Months Ended
	March 31, 2024
Net increase in net assets from operations	$	64,435
Weighted average shares outstanding		83,632,769
Basic and diluted earnings (loss) per share	$	0.77

Diluted earnings per share equal basic earnings per share because there were no common stock equivalents outstanding during the periods presented. There were no Shares outstanding for the three months ended March 31, 2023.

10. FINANCIAL HIGHLIGHTS

The below table presents the schedule of financial highlights of the Company:

	For the Three Months Ended
	March 31, 2024
Per Common Share Data(1):
NAV, beginning of period	$	25.20
Net investment income		0.61
Net realized and unrealized gains (losses)(2)		0.14
Net increase in net assets from operations(2)	$	0.75
Distributions to common stockholders		(0.63	)
Total increase in net assets	$	0.12
NAV, end of period	$	25.32
Shares outstanding, end of period		91,177,249
Weighted average shares outstanding		83,632,769
Total return based on NAV(3)		3.01	%
Supplemental Data/Ratio(4):
Net assets, end of period	$	2,309,041
Ratio of net expenses to average net assets		4.02	%
Ratio of net expenses before voluntary waivers to average net assets		4.14	%
Ratio of expenses (without net incentive fees and interest and other debt expenses) to average net assets		1.37	%
Ratio of interest and other debt expenses to average net assets		1.49	%
Ratio of net incentive fees to average net assets		1.16	%
Ratio of total expenses to average net assets		4.46	%
Ratio of net investment income to average net assets		8.70	%
Portfolio turnover		3	%

(1)

The per share data was derived by using the weighted average Shares outstanding during the applicable period that the Shares were outstanding, except for distributions recorded, which reflects the actual amount per Share for the applicable period.

(2)

The amount shown may not correspond for the period as it includes the effect of the timing of Share issuances and distributions.

(3)

Calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s DRIP.

(4)

Ratios are annualized, except for, as applicable, fee waivers, expense support, and unvested Incentive Fees. NAV used in ratios represents NAV to common stockholders.

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There were no Shares outstanding for the three months ended March 31, 2023.

11. WAREHOUSE TRANSACTION

Beginning August 25, 2022, the Company entered into multiple purchase agreements (as amended, the “Purchase Agreements”) with Macquarie Bank Limited (the “Financing Provider”) and an affiliate of the Investment Adviser. Under the Purchase Agreements, the Company had forward arrangements to settle the purchase of certain investments (the “Portfolio Investments”) from the Financing Provider, who was obligated to settle the sale of such investments subject to the following conditions (the “Warehouse Conditions”); (a) that the Company had received subscriptions of at least $200,000,000; and (b) that the Board of Directors had approved the purchase of the specific investment or investments. The Company’s obligations to the Financing Provider under the Purchase Agreements were guaranteed by an affiliate of the Investment Adviser. Prior to the satisfaction of the Warehouse Conditions, an affiliate of the Investment Adviser was the primary obligor of the Purchase Agreements.

The Portfolio Investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with the Company’s investment strategy.

On April 10, 2023, the Warehouse Conditions were met and the Company acquired all of the Portfolio Investments from the Financing Provider pursuant to the terms of the Purchase Agreements.

12. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

April and May Subscriptions

On April 1, 2024, the Company received $228,589 of proceeds relating to the issuance of 9,027,996 Shares. Included in the aforementioned proceeds is $49,914 that the Company received from affiliates of the Investment Adviser.

On May 1, 2024, the Company received $231,693 of proceeds relating to the issuance of Shares. Included in the aforementioned proceeds is $40,363 that the Company received from an affiliate of the Investment Adviser.

Distributions

On May 1, 2024, the Board of Directors declared monthly distributions from the Company's taxable earnings, including net investment income. The following table summarizes the distributions declared and the dates that they are expected to be paid on or about:

Record Date	Payable Date
May 31, 2024	June 26, 2024
June 28, 2024	July 26, 2024
July 31, 2024	August 27, 2024

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Credit Corp., Goldman Sachs Private Credit Corp., together with its consolidated subsidiary, or, for the periods prior to our conversion from a Delaware limited liability company to a Delaware corporation, Goldman Sachs Private Credit Fund LLC, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we intend to elect to be treated as a regulated investment company (“RIC”), and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2023. From our commencement of investment operations on April 6, 2023 through March 31, 2024, we have originated approximately $3.20 billion in aggregate principal amount of Private Credit Investments (as defined below) and related equity prior to any subsequent exits and repayments.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. Our investment strategy is consistent with that of the broader Goldman Sachs Asset Management Private Credit platform, with a focus on capital preservation and capital appreciation, and includes:

•

Leveraging Goldman Sachs Asset Management Private Credit’s position within Goldman Sachs;

•

Direct origination with borrowers;

•

Prudent investment selection with intensive due diligence and credit analysis;

•

Provision of large-sized commitments;

•

Structuring expertise with a focus on risk mitigation;

•

Rigorous portfolio management; and

•

Focus on companies with attractive business fundamentals.

Under normal circumstances, we will invest at least 80% of our total assets (which include net assets plus borrowings for investment purposes) in private credit instruments, which may include loans, notes, bonds and other corporate debt securities issued by corporate issuers (“Private Credit Investments”). If we change our 80% requirement, we will provide stockholders with at least 60 days’ notice of such change.

We primarily hold directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. We may also invest, to a lesser extent, in second lien loans, unsecured, subordinated or PIK debt and equity and equity-like instruments. We also invest a portion of our portfolio in more liquid investments (“Liquid Investments”), such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

We invest primarily in private companies based in the United States, but we also invest, to a lesser extent, in non-U.S. based companies (subject to compliance with BDC requirements to invest at least 70% of our assets in U.S. companies). We focus our lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. We may invest in companies of any size or capitalization.

We generally lead the origination of our investments as the primary lender, and we may participate in club deals (which are generally investments made by a small group of firms). Subject to the limitations of the Investment Company Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. We also invest alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. For additional information, see “Item 1. Business—Allocation of Investment Opportunities—Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief” in our annual report on Form 10-K for the year ended December 31, 2023. In addition, we expect to acquire or originate revolving credit facilities from time to time in connection with our investments in other assets.

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Our investment strategy also allocates a portion of the overall portfolio to Liquid Investments to provide the portfolio with additional liquidity and to manage our payment obligations under our share repurchase program. Liquid Investments may include senior secured loans, senior secured high yield bonds, senior unsecured high yield bonds, and fixed-income ETFs and government securities. We use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. Prior to raising or investing sufficient capital, the portfolio may display a greater percentage of assets within Liquid Investments or government securities than we otherwise would expect for a fully invested portfolio. Investment decisions related to Liquid Investments are made by the Goldman Sachs Asset Management High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of Goldman Sachs Asset Management.

We employ leverage as market conditions permit and at the discretion of the Investment Adviser, but we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We intend to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. We may also use leverage in the form of preferred shares. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We would expect any such leverage, if incurred, to increase the total capital available for investment by us.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Risks Relating to Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2023.

Replacement of Interbank Offered Rates (IBORs) Including the London Interbank Offered Rate (“LIBOR”):

On July 1, 2023, the publication of all LIBOR settings as representative rates ceased. The Financial Conduct Authority has allowed the publication and use of synthetic rates for certain U.S. dollar (“USD”) LIBOR settings in legal USD LIBOR-based contracts through September 2024. Since our inception, substantially all our investments have generally been indexed to SOFR. As of March 31, 2024, we have facilitated an orderly transition of substantially all of our investments and our Revolving Credit Facilities (as defined below) to SOFR or to alternative risk-free reference rates. Any remaining USD LIBOR based investments will have transitioned subsequent to March 31, 2024 or have fallback provisions that will be utilized.

KEY COMPONENTS OF OPERATIONS

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, fee income and capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income. We expect that the principal amount of the debt investments and any accrued but unpaid interest generally will become due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Dividend income on preferred equity investments, if any, is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments, if any, is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

Our primary operating expenses include the payment of a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and other professional fees, interest and other debt expenses and other operating related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, structuring, and monitoring our investments. We bear all other expenses of our operations and transactions, including in accordance with the Investment Management Agreement.

Our Investment Adviser pays all costs incurred by it in connection with the performance of its duties under the Investment Management Agreement. Our Investment Adviser pays the compensation and expenses of all its personnel and makes available, without expense to us, the services of such of its partners, officers and employees as may duly be elected as our officers or directors, subject to their individual consent to serve and to any limitations imposed by law. Our Investment Adviser is not required to pay any of our expenses other than those specifically allocated to it, including as set forth below. In particular, but without limiting the generality of the foregoing, our Investment Adviser is not required to pay:

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•

organization and offering expenses associated with the private offering of our Class I stock, par value $0.001 per share (the “Shares”) and other securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of GS & Co., the Company’s transfer agent (the “Transfer Agent”), fees to attend retail seminars sponsored by participating intermediaries, if any, and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the stockholder servicing fee);

•

fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

•

interest payable on debt, if any, incurred to finance our investments;

•

fees and expenses incurred by us in connection with membership in investment company organizations;

•

brokers’ commissions;

•

fees and expenses associated with calculating our net asset value (“NAV”) (including the costs and expenses of any independent valuation firm);

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

the fees and expenses of our Administrator (as defined below), Transfer Agent or sub-transfer agent;

•

the cost of preparing share certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our Shares;

•

the expenses of and fees for registering or qualifying our Shares for sale and of maintaining our federal and/or state registration or exemptions, and registering us as a broker or a dealer, as applicable;

•

the fees and expenses of our directors (the “Directors”) who are not affiliated with our Investment Adviser;

•

the cost of preparing and distributing reports, proxy statements and notices to our stockholders, the SEC and other regulatory authorities;

•

costs of holding stockholder meetings;

•

the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

•

insurance premiums; or

•

costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

Our Investment Adviser is also not required to pay expenses of activities which are primarily intended to result in sales of our Shares, including all costs and expenses associated with the preparation and distribution of any private placement memorandum, subscription agreements, registration statements, prospectuses or stockholder application forms, including any amendments, restatements and/or supplements thereto.

Our Investment Adviser may impose a voluntary cap on the amount of expenses that will be borne by us on a monthly or annual basis. Any such expense cap may be increased, decreased, waived or eliminated at any time at our Investment Adviser’s sole discretion.

To the extent that expenses to be borne by us pursuant to the Investment Management Agreement are paid by our Investment Adviser, we will reimburse our Investment Adviser for such expenses, provided, however, that our Investment Adviser may elect, from time to time and in its sole discretion, to bear certain of our expenses set forth above, including organizational and other expenses.

With respect to the expenses of the private offering of Shares, the Investment Adviser has agreed to advance all of our organization, offering and other operating expenses on our behalf through the date on which we broke escrow for the private offering of the Shares. Pursuant to the expense support and conditional reimbursement agreement, dated as of March 20, 2023 (the “Expense Support and Conditional Reimbursement Agreement”) with the Investment Adviser, the Investment Adviser may elect to pay certain of our expenses on our behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or stockholder servicing fees of the Company. We may reimburse the Investment Adviser for such advanced expenses only if certain conditions are met. See Note 3 “Expense Support and Conditional Reimbursement Agreement” to our consolidated financial statements included in this report. Any reimbursements will not exceed actual expenses incurred by the Investment Adviser and its affiliates.

From time to time, Goldman Sachs Asset Management (in its capacity as the Investment Adviser) or its affiliates may pay third-party providers of goods or services. We will reimburse Goldman Sachs Asset Management (in its capacity as the Investment Adviser) or such affiliates thereof for any such amounts paid on our behalf. From time to time, Goldman Sachs Asset Management (in its capacity as the Investment Adviser) may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our stockholders.

We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

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Leverage

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to our common stock if our asset coverage ratio, as defined under the Investment Company Act, is at least equal to 150% immediately after each such issuance. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150%, subject to certain approval and disclosure requirements. Our board of directors (the “Board of Directors” or the “Board”) and initial member approved the application of the 150% asset coverage ratio to us in accordance with the requirements of the Investment Company Act. While the leverage we employ may be greater or less than these levels from time to time, we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise, it is presumed not to be for temporary purposes. For a discussion of the risks associated with leverage, see “Item 1A. Risk Factors—Risks Relating to Legal and Regulatory Matters—Regulations governing our operations as a BDC affect our ability to, and the way in which we, raise additional capital. These constraints may hinder our Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective” in our annual report on Form 10-K for the year ended December 31, 2023.

We employ leverage as market conditions permit and at the discretion of the Investment Adviser, but we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. We also use leverage in the form of preferred shares. In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We expect any such leverage, if incurred, to increase the total capital available for investment by the Company.

Our leverage may take the form of revolving or term loans from financial institutions, such as the Truist Revolving Credit Facility (as defined below) and the BNPP Revolving Credit Facility (as defined below, and together with the Truist Revolving Credit Facility, the "Revolving Credit Facilities"), secured or unsecured bonds, securitization of portions of our investment portfolio, or preferred shares. The Revolving Credit Facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage.” In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings, as well as the risks of such borrowings compared to our investment outlook. The use of leverage magnifies returns, including losses. See “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023.

Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our Board of Directors of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

	As of
	March 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	($ in millions)
First Lien/Senior Secured Debt	$	2,433.33	$	2,453.19	$	1,596.14	$	1,601.42
First Lien/Last-Out Unitranche		205.62		205.71		166.48		166.68
Second Lien/Senior Secured Debt		20.03		20.27		20.02		20.02
Preferred Stock		3.42		3.42		—		—
Common Stock		—		—		—		—
Total investments	$	2,662.40	$	2,682.59	$	1,782.64	$	1,788.12

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The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and at fair value, was as follows:

	As of
	March 31, 2024						December 31, 2023
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		11.6	%		11.3	%		12.0	%		11.9	%
First Lien/Last-Out Unitranche(2)(3)		12.2	%		12.1	%		12.3	%		12.2	%
Second Lien/Senior Secured Debt(2)		14.6	%		14.3	%		14.6	%		14.6	%
Preferred Stock(4)		—			—			—			—
Common Stock(4)		—			—			—			—
Total Portfolio		11.6	%		11.4	%		12.0	%		12.0	%

(1)

The weighted average yield of our portfolio does not represent the total return to our stockholders.

(2)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value. This calculation excludes investments that are unsettled as of period-end as the interest rate associated with the investment is not known prior to the settlement date.

(3)

The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)

Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

The weighted average yield of our Liquid Investments as of March 31, 2024 and December 31, 2023 was 9.0% and 9.4% at amortized cost and 9.0% and 9.2% at fair value.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

	As of
	March 31, 2024				December 31, 2023
Number of portfolio companies in which we have Private Credit Investments		55				45
Number of Liquid Investments		149				124
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%
Weighted average loan-to-value (“LTV”)(3)			39.0	%			40.0	%
Weighted average leverage (net debt/EBITDA)(4)			5.5	x			5.5	x
Weighted average interest coverage(4)			1.6	x			1.6	x
Median EBITDA(4)	$		105.80 million		$		106.60 million

(1)

Measured on a fair value basis. This excludes investments, if any, placed on non-accrual.

(2)

Includes income producing preferred stock investments, if applicable.

(3)

Includes all Private Credit Investments for which fair value is determined by the Investment Adviser, as the valuation designee (the “Valuation Designee”) designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act. Figures are derived from the financial statements most recently validated by the Adviser. LTV is calculated as net debt through each respective loan tranche divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable private debt investments.

(4)

Includes all Private Credit Investments for which fair value is determined by the Investment Adviser, as the Valuation Designee designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act. For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of our applicable Private Credit Investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our applicable performing Private Credit Investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our applicable Private Credit Investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

As of March 31, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 22.7% and 26.9% of total Private Credit Investments at fair value.

48

Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

•

Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

•

Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

•

Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

•

Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:

	As of
	March 31, 2024					December 31, 2023
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in millions)					(in millions)
Grade 1	$	—		—	%	$	—		—	%
Grade 2		2,679.17		99.9			1,766.57		98.8
Grade 3		3.42		0.1			—		—
Grade 4		—		—			21.55		1.2
Total Investments	$	2,682.59		100.0	%	$	1,788.12		100.0	%

The decrease in investments with a grade 4 investment performance rating was primarily driven by an investment with a fair value of $21.55 million being upgraded to grade 2 and grade 3 investment performance ratings due to restructuring.

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

	As of
	March 31, 2024					December 31, 2023
	Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	(in millions)					(in millions)
Performing	$	2,662.40		100.0	%	$	1,755.74		98.5	%
Non-accrual		—		—			26.90		1.5
Total Investments	$	2,662.40		100.0	%	$	1,782.64		100.0	%

49

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

The following table shows our investment activity by investment type of our Private Credit Investments(1):

	For the Three Months Ended
	March 31, 2024
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	1,123.48
First Lien/Last-Out Unitranche		34.65
Total	$	1,158.13
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	35.25
Total	$	35.25
Net increase in portfolio	$	1,122.88
Number of new portfolio companies with new investment commitments		11
Total new investment commitment amount in new portfolio companies	$	998.64
Average new investment commitment amount in new portfolio companies	$	90.79
Number of existing portfolio companies with new investment commitments		5
Total new investment commitment amount in existing portfolio companies	$	159.49
Weighted average remaining term for new investment commitments (in years)(2)		6.4
Percentage of new debt investment commitments at floating interest rates		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)		—	%
Weighted average yield on new debt and income producing investment commitments(4)		10.7	%
Weighted average yield on new investment commitments(5)		10.7	%
Weighted average yield on debt and income producing investments sold or repaid(6)		10.7	%
Weighted average yield on investments sold or repaid(7)		10.7	%

(1)

New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial closing. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(2)

Calculated as of the end of the relevant period and the maturity date of the individual investments.

(3)

May include preferred stock investments.

(4)

Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(5)

Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(6)

Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual.

(7)

Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

Our net investment activity at amortized cost for Liquid Investments (excluding investments in money market funds, if any) for the three months ended March 31, 2024 was $368.81 million. The fair value of Liquid Investments (excluding investments in money market funds, if any) is $503.46 million, or 18.8% of our portfolio as of March 31, 2024.

We had no investment activity for the three months ended March 31, 2023.

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RESULTS OF OPERATIONS

Our operating results were as follows:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Total investment income	$	66.63		$	—
Net expenses		(15.25	)		—
Net investment income	$	51.38		$	—
Net realized gain (loss) on investments		(4.02	)		—
Net unrealized appreciation (depreciation) on investments		14.71			—
Net unrealized appreciation (depreciation) on warehouse transaction		—			1.94
Net realized and unrealized gain (losses) on translations and transactions		2.37			—
Net realized and unrealized gains	$	13.06		$	1.94
Net increase in net assets from operations	$	64.44		$	1.94

Net increase in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

Investment Income

Our investment income was as follows:

	For the Three Months Ended		For the Three Months Ended
	March 31, 2024		March 31, 2023
	($ in millions)
Interest income	$	61.14	$	—
Dividend income		4.52		—
Other income		0.97		—
Total investment income	$	66.63	$	—

Investment income for the three months ended March 31, 2024 was driven by our deployment of capital into income producing investments.

Expenses

Our expenses were as follows:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Interest and other debt expenses	$	7.80		$	—
Management fees		6.45			—
Incentive fees based on income		6.27			—
Incentive fees based on capital gains		1.63			—
Offering costs		0.70			—
Professional fees		0.46			—
Organization costs		—			0.22
Directors’ fees		0.17			0.08
Other general and administrative expenses		1.10			0.05
Total expenses	$	24.58		$	0.35
Fee waivers		(2.43	)		—
Expense support		(6.90	)		(0.35	)
Net Expenses	$	15.25		$	—

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In the table above:

•

Interest and other debt expenses for the three months ended March 31, 2024 was $7.80 million due to our entry into the Truist Revolving Credit Facility and the BNPP Revolving Credit Facility.

•

For the three months ended March 31, 2024, Management Fees amounted to $6.45 million.

•

For the three months ended March 31, 2024, Incentive Fees based on income amounted to $6.27 million, of which $2.43 million was waived by the Investment Adviser.

•

For the three months ended March 31, 2024, Incentive Fees based on capital gains amounted to $1.63 million, which was primarily driven by the unrealized appreciation on investments.

•

Other general and administrative expenses increased from $0.05 million for the three months ended March 31, 2023 to $1.10 million for the year ended March 31, 2024, which was primarily driven by the increase in costs associated with servicing an investment portfolio.

•

The Investment Adviser elected to pay $6.90 million of certain of our expenses on our behalf for the three months ended March 31, 2024. For additional information, see Note 3 “Significant Agreements and Related Party Transactions — Expense Support and Conditional Reimbursement Agreement” in our consolidated financial statements. Additionally, the Investment Adviser agreed to advance all of the organization, offering and other operating expenses on our behalf through the Initial Issuance Date. For the three months ended March 31, 2023, the Investment Adviser agreed to advance $0.35 million.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The realized gains and losses on fully exited and partially exited portfolio companies consisted of the following:

	For the Three Months Ended
	March 31, 2024
	(in millions)
Other, net	$	(0.02	)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		(4.00	)
Net realized gain (loss)	$	(4.02	)

For the three months ended March 31, 2024, net realized losses were primarily driven by the restructuring of the first lien debt investment in LCG Vardiman Black, LLC (dba Specialty Dental Brands), which resulted in a realized loss of $4.00 million.

Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended
	March 31, 2024
	($ in millions)
Unrealized appreciation	$	17.70
Unrealized depreciation		(2.99	)
Net change in unrealized appreciation (depreciation) on investments	$	14.71

The change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended
	March 31, 2024
	($ in millions)
Portfolio Company:
Other, net(1)	$	6.66
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		5.51
Hyland Software, Inc.		1.46
Rubrik, Inc.		0.94
Computer Services, Inc.		0.91
NAVEX TopCo, Inc.		0.85
Ardonagh Midco 3 PLC		(0.13	)
Physician Partners LLC		(0.17	)
Recochem, Inc		(0.34	)
Harrington Industrial Plastics, LLC		(0.43	)
Trader Corporation		(0.55	)
Total	$	14.71

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(1)

For the three months ended March 31, 2024, Other, net includes gross unrealized appreciation of $8.04 million and gross unrealized depreciation of $(1.38) million.

Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2024 was primarily driven by tightening of credit spreads and the reversal of unrealized depreciation in connection with the aforementioned restructuring of LCG Vardiman Black, LLC (dba Specialty Dental Brands).

For the three months ended March 31, 2023, we had no realized gains (losses) and $1.94 million in unrealized appreciation (depreciation) in connection with certain purchase agreements that we entered into with a party unaffiliated with the Investment Adviser (the “Warehouse Transaction”). For additional information on the Warehouse Transaction, see Note 11 "Warehouse Transaction” in our consolidated financial statements.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary use of funds is for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to the Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of March 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes our Revolving Credit Facilities) was 549% and 741%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

An affiliate of the Investment Adviser made an initial capital contribution to us of one thousand dollars and became our initial member. On April 6, 2023, the date of the initial closing of the private offering of our Shares, the equity interest of the initial member was cancelled.

The following table summarizes the securities issued and proceeds related to such issuances:

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the Three Months Ended March 31, 2024
Class I Common Stock
January 1, 2024		13,232,488	$	333.46
February 1, 2024		6,122,455		154.29
March 1, 2024		7,852,924		197.81
Total		27,207,867		685.56

There were no Shares issued for the three months ended March 31, 2023.

Share Repurchase Program

Subject to the discretion of our Board of Directors, we intend to maintain a share repurchase program in which we intend to offer to repurchase in each quarter up to 5% of our Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The following table presents the share repurchases completed during the three months ended March 31, 2024.

Offer Date	Tender Offer Expiration Date	Repurchase Pricing Date	Percentage of Outstanding Units the Company Offered to Repurchase(1)(2)			Purchase Price Per Share		Amount Repurchased ($ in millions)		Number of Shares Repurchased
February 16, 2024	March 15, 2024	March 31, 2024		5.0	%	$	25.32	$	0.39		15,551

(1)

Percentage is based on total shares as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

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Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan (the “DRIP”), pursuant to which we reinvest all distributions declared by the Board on behalf of our stockholders who do not elect to receive their distributions in cash. As a result, if the Board authorizes, and we declare, a cash distribution or other distribution, then our stockholders who have not opted out of our DRIP will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution or other distribution.

Contractual Obligations

We have entered into the Investment Management Agreement with Goldman Sachs Asset Management (in its capacity as the Investment Adviser) to provide us with investment advisory services and the Administration Agreement with State Street Bank and Trust Company (in its capacity as the administrator, the “Administrator”) to provide us with administrative services. Payments for investment advisory services under the Investment Management Agreement are described in “Item 1. Business—Investment Management Agreement” in our annual report on Form 10-K for the year ended December 31, 2023.

We may establish credit facilities in addition to the Truist Revolving Credit Facility and BNPP Revolving Credit Facility or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over SOFR (or other applicable reference rate). We cannot assure stockholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask us to comply with positive or negative covenants that could have an effect on our operations.

We entered into multiple purchase agreements (as amended, the “Purchase Agreements”) with Macquarie Bank Limited (the “Financing Provider”) and an affiliate of the Investment Adviser, pursuant to which we purchased certain investments (the “Portfolio Investments”) from the Financing Provider at the prices determined under the Purchase Agreements. See Note 11 “Warehouse Transaction” in our consolidated financial statements included in this report for additional information.

The following table shows our contractual obligations as of March 31, 2024:

	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Truist Revolving Credit Facility(1)	$	313.81	$	—	$	—	$	313.81	$	—
BNPP Revolving Credit Facility(2)	$	200.00	$	—	$	200.00	$	—	$	—

(1)

We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, the Company had outstanding borrowings denominated in USD of $90.00 million, in Euro of EUR 112.75 million, in CAD of CAD 117.43 million and in AUD of AUD 23.75 million.

(2)

We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, the Company had outstanding borrowings denominated in USD of $200.00 million.

Truist Revolving Credit Facility

On April 6, 2023, we entered into a revolving credit facility (as amended, the “Truist Revolving Credit Facility”) with Truist Bank, as administrative agent, and the lenders and issuing banks party thereto.

The total commitments under the Truist Revolving Credit Facility are $1,180.00 million, of which $800.00 million is under a multicurrency sub-facility, $290.00 million is under a USD sub-facility and $90.00 million is under a term loan tranche. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility up to $1,695.00 million. We amended the Truist Revolving Credit Facility on August 9, 2023 and November 17, 2023.

Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on April 6, 2028.

54

Borrowings thereunder denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings thereunder denominated in non-USD bear interest of the applicable term benchmark rate or daily simple risk-free rate plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in (i) Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively, and (ii) Canadian Dollars only, an additional 0.29547% credit adjustment spread or 0.32138% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, we may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

For further details, see Note 6 “Debt–Truist Revolving Credit Facility” to our consolidated financial statements included in this report.

BNPP Revolving Credit Facility

On September 28, 2023, GS Private Credit SPV Public I LLC (“SPV Public I”), a wholly owned subsidiary of the Company, entered into a revolving credit facility (the “BNPP Revolving Credit Facility”) with BNP Paribas (“BNPP”), as administrative agent, State Street Bank and Trust Company, as collateral agent, us, as equityholder and investment advisor, and the lenders party thereto.

The initial principal amount of the commitments under the BNPP Revolving Credit Facility is $200,000,000. The BNPP Revolving Credit Facility also has an accordion provision, subject to the satisfaction of various conditions, which could bring total commitments under the BNPP Revolving Credit Facility to $1,000,000,000. Proceeds from borrowings under the BNPP Revolving Credit Facility may be used to fund portfolio investments by SPV Public I and to make advances under delayed drawdown collateral assets where SPV Public I is a lender. Any amounts outstanding under the BNPP Revolving Credit Facility must be repaid by September 28, 2026.

Advances under the BNPP Revolving Credit Facility initially bear interest at a per annum rate equal to 1-month or 3-month Term SOFR plus an applicable margin of 1.80%. After the expiration of a two-year reinvestment period, the applicable margin on all outstanding advances will be 2.80% per annum.

For further details, see Note 6 “Debt–BNPP Revolving Credit Facility” to our consolidated financial statements included in this report.

Series A Preferred Stock

On April 6, 2023, we issued and sold 515 shares of Series A Cumulative Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”), at a price of $1,000 per share, resulting in gross proceeds of $0.52 million. We redeemed all of the issued and outstanding shares of Series A Preferred Stock on September 28, 2023.

Distributions, including the payment of dividends and distribution of our assets upon dissolution, liquidation, or winding up, on the Series A Preferred Stock were senior to all other classes and series of our common stock to the extent of the aggregate liquidation preference of the Series A Preferred Stock ($1,000 per share, or the “Liquidation Value”) and all accrued but unpaid distributions and any applicable redemption premium on the Series A Preferred Stock. Distributions on each share of the Series A Preferred Stock were payable semiannually on June 30 and December 31 of each year and accrued at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid distribution thereon, from and including the date of issuance to and including the earlier of (1) the date of our liquidation, dissolution, or winding up or (2) the date on which such share of Series A Preferred Stock is redeemed. Such distributions were generally cumulative with the result that all accrued and unpaid distributions would have been required to be fully paid or declared with funds irrevocably set apart for payment for all past distribution periods before any distribution or payment could have been made to holders of outstanding shares of our common stock.

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

55

	As of		As of
	March 31, 2024		December 31, 2023
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	924.45	$	311.84
First Lien/Last-Out Unitranche		86.67		91.04
Second Lien/Senior Secured Debt		4.54		4.55
Total	$	1,015.66	$	407.43

Warehouse Transaction

We entered into the Warehouse Transaction whereby we agreed, subject to certain conditions, to purchase certain investments (the “Portfolio Investments”) from a party unaffiliated with the Investment Adviser. The Warehouse Transaction was designed to assist us in deploying capital upon receipt of subscriptions. On April 10, 2023, we purchased the Portfolio Investments. The Portfolio Investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with our investment strategy. For additional information, see Note 11 “Warehouse Transaction” in our consolidated financial statements. Although there can be no assurances, we may in the future enter into additional warehousing transactions from time to time, with third parties, subject to compliance with the Investment Company Act.

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes.

RECENT DEVELOPMENTS

April and May Subscriptions

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On April 1, 2024, we received $228.59 million of proceeds, relating to the issuance of 9,027,996 Shares.

On May 1, 2024, we received $231.69 million of proceeds, relating to the issuance of Shares.

Distributions

On May 1, 2024, our Board of Directors declared monthly distributions from our taxable earnings, including net investment income. The following table summarizes the distributions declared and the dates that they are expected to be paid on or about:

Record Date	Payable Date
May 31, 2024	June 26, 2024
June 28, 2024	July 26, 2024
July 31, 2024	August 27, 2024

Other Matters

In March 2024, the SEC adopted final rules requiring registrants to provide certain climate-related disclosures to the extent they are material. These rules require certain disclosures related to severe weather events and other natural conditions in notes to audited financial statements. These disclosures are required to be phased-in over multiple years beginning with fiscal year 2025 for large accelerated filers followed by other filers. However, in April 2024, the SEC stayed the implementation of these rules, pending the outcome of litigation challenging the rules.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2024 and December 31, 2023 on a fair value basis, 100% and 100% of our performing debt investments bore interest at a floating rate. Our borrowings under the Truist Revolving Credit Facility and the BNPP Revolving Credit Facility each bear interest at a floating rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our March 31, 2024 Consolidated Statements of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure.

As of March 31, 2024 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	69.01		$	(9.41	)	$	59.60
Up 200 basis points		46.01			(6.27	)		39.74
Up 100 basis points		23.00			(3.14	)		19.86
Up 75 basis points		17.26			(2.35	)		14.91
Up 50 basis points		11.51			(1.56	)		9.95
Up 25 basis points		5.75			(0.79	)		4.96
Down 25 basis points		(5.75	)		0.79			(4.96	)
Down 50 basis points		(11.51	)		1.56			(9.95	)
Down 75 basis points		(17.26	)		2.35			(14.91	)
Down 100 basis points		(23.00	)		3.14			(19.86	)
Down 200 basis points		(46.01	)		6.27			(39.74	)
Down 300 basis points		(69.01	)		9.41			(59.60	)

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

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We plan to invest primarily in illiquid debt securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith by the Investment Adviser, as our Valuation Designee, pursuant to procedures adopted by the Investment Adviser, as our Valuation Designee, subject to the oversight of the Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Our investment strategy will also allocate a portion of the overall portfolio to Liquid Investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity and to manage our payment obligations under our share repurchase program. Investment decisions related to Liquid Investments, such as broadly syndicated loans and other fixed-income securities, will be made by the Goldman Sachs Asset Management High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of Goldman Sachs Asset Management.

Although the current outlook is uncertain, heightened inflation may persist in the near to medium term, particularly in the United States, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures may affect our portfolio companies’ profit margins.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 5, 2024. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table summarizes the total securities issued and proceeds:

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the Three Months Ended March 31, 2024
Class I Common Stock
January 1, 2024		13,232,488	$	333.46
February 1, 2024		6,122,455		154.29
March 1, 2024		7,852,924		197.81
Total		27,207,867		685.56

Each of the above issuances and sales of our Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act, as applicable. Each purchaser of the Shares was required to represent that it (i) is either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of Shares sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the Shares for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.

Issuer Purchases of Equity Securities

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Subject to the discretion of our Board of Directors, we intend to maintain a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our outstanding Shares (by number of shares) as of the close of the previous calendar quarter. Our Board of Directors may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interests of us and our stockholders. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent we offer to repurchase Shares in any particular quarter, we expect to repurchase such Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include Shares received under our distribution reinvestment plan. The Early Repurchase Deduction may be waived by us in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of our remaining stockholders.

The following table sets forth information regarding repurchases of Shares under our share repurchase program during the three months ended March 31, 2024:

Offer Date	Tender Offer Expiration Date	Repurchase Pricing Date	Percentage of Outstanding Units the Company Offered to Repurchase(1)(2)			Purchase Price Per Share		Amount Repurchased ($ in millions)		Number of Shares Repurchased
February 16, 2024	March 15, 2024	March 31, 2024		5.0	%	$	25.32	$	0.39		15,551

(1)

Percentage is based on total shares as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

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INDEX TO EXHIBITS

EXHIBIT NO.	EXHIBIT
3.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56531), filed on May 18, 2023).
3.2	Bylaws (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56531), filed on May 18, 2023).
31.1*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDMAN SACHS PRIVATE CREDIT CORP.
Date: May 9, 2024	/s/ Alex Chi
	Name: Alex Chi
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: May 9, 2024	/s/ David Miller
	Name: David Miller
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: May 9, 2024	/s/ Stanley Matuszewski
	Name: Stanley Matuszewski
	Title: Chief Financial Officer and Treasurer
	(Principal Financial Officer)

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