Table of Contents
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 SeptemberJune 30, 20222023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-56052814-01307
Goldman Sachs Private Middle Market Credit II LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 83-3053002 |
(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: (212) 902-0300(312) 655-4419
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Not Applicable
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 yes☒ NO 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). YESyes ☒ NOno ☐
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 | ☒ | 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 ☒
As of NovemberAugust 8, 2022,2023, there were 12,930,85813,854,750 units of the limited liability company's common units outstanding.
2
GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 20222023
INDEX | PAGE | |
3 | ||
PART I | 4 | |
ITEM 1. | 4 | |
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
| ||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
ITEM 3. |
| |
ITEM 4. |
| |
PART II |
| |
ITEM 1. |
| |
ITEM 1A. |
| |
ITEM 2. |
| |
ITEM 3. |
| |
ITEM 4. |
| |
ITEM 5. |
| |
ITEM 6. |
| |
| ||
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 this report, and in our annual report on Form 10-K for the year ended December 31, 2021, 2022 and in our quarterly reportsreport on Form 10-Q for the quartersquarter ended March 31, 2022 and June 30, 2022, 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:
general economic uncertainty; as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC; 2022; 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Goldman Sachs Private Middle Market Credit II LLC Consolidated Statements of Financial Condition (in thousands, except unit and per unit amounts) September 30, 2022 (Unaudited) December 31, 2021 June 30, 2023 (Unaudited) December 31, 2022 Assets Investments, at fair value Non-controlled/non-affiliated investments (cost of $2,760,130 and $2,308,568) $ 2,726,145 $ 2,311,044 Investments in affiliated money market fund (cost of $66,170 and $—) 66,170 — Non-controlled/non-affiliated investments (cost of $2,700,568 and $2,691,993) $ 2,653,852 $ 2,637,489 Non-controlled affiliated investments (cost of $17,977 and $10,576) 18,370 10,708 Total investments, at fair value (cost of $2,718,545 and $2,702,569) 2,672,222 2,648,197 Investments in affiliated money market fund (cost of $134,787 and $122,499) 134,787 122,499 Cash 17,931 31,602 4,138 36,657 Interest and dividends receivable 25,974 22,973 25,969 32,763 Deferred financing costs 8,045 7,695 5,975 7,215 Other assets 2,408 1,117 2,147 2,680 Total assets $ 2,846,673 $ 2,374,431 $ 2,845,238 $ 2,850,011 Liabilities Debt $ 1,562,697 $ 1,325,737 $ 1,501,687 $ 1,465,196 Interest and other debt expenses payable 18,830 8,669 27,647 24,117 Management fees payable 4,353 3,762 4,683 4,598 Incentive fees payable 29,893 20,834 42,029 33,111 Distribution payable — 28,363 — 78,068 Accrued expenses and other liabilities 4,351 1,918 4,891 4,411 Total liabilities $ 1,620,124 $ 1,389,283 $ 1,580,937 $ 1,609,501 Commitments and contingencies (Note 7) Members’ capital Preferred units (0 units issued and outstanding) $ — $ — Common units (12,930,858 and 10,296,662 units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) 1,231,857 980,969 Preferred units (0 units issued and outstanding) $ — $ — Common units (13,854,750 and 13,694,584 units issued and outstanding as of June 30, 2023 and December 31, 2022) 1,320,430 1,305,672 Distributable earnings (loss) (5,308 ) 4,179 (56,129 ) (65,162 ) Total members’ capital $ 1,226,549 $ 985,148 $ 1,264,301 $ 1,240,510 Total liabilities and members’ capital $ 2,846,673 $ 2,374,431 $ 2,845,238 $ 2,850,011 Net asset value per unit $ 94.85 $ 95.68 $ 91.25 $ 90.58 The accompanying notes are part of these unaudited consolidated financial statements. 4 Goldman Sachs Private Middle Market Credit II LLC Consolidated Statements of Operations (in thousands, except unit and per unit amounts) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Investment Income: From non-controlled/non-affiliated investments: Interest income $ 60,036 $ 36,544 $ 149,679 $ 92,332 Payment-in-kind 4,348 2,033 10,766 3,672 Other income 931 591 2,628 1,590 From non-controlled affiliated investments: Dividend income 240 — 240 — Total investment income $ 65,555 $ 39,168 $ 163,313 $ 97,594 Expenses: Interest and other debt expenses $ 21,769 $ 9,109 $ 48,910 $ 22,529 Management fees 4,353 3,306 12,058 8,240 Incentive fees 2,714 4,501 9,059 16,260 Professional fees 398 262 1,124 1,046 Directors’ fees 74 91 217 271 Other general and administrative expenses 565 543 1,814 1,668 Total expenses $ 29,873 $ 17,812 $ 73,182 $ 50,014 Net investment income $ 35,682 $ 21,356 $ 90,131 $ 47,580 Net realized and unrealized gains (losses): Net realized gain (loss) from: Non-controlled/non-affiliated investments $ (1 ) $ 93 $ (5,326 ) $ 122 Foreign currency transactions (112 ) — (113 ) — Net change in unrealized appreciation (depreciation) from: Non-controlled/non-affiliated investments (21,933 ) 4,173 (36,461 ) 14,508 Foreign currency translations 1,606 — 3,059 — Net realized and unrealized gains (losses) $ (20,440 ) $ 4,266 $ (38,841 ) $ 14,630 (Provision) benefit for taxes on unrealized appreciation/depreciation on investments 133 (117 ) 39 (106 ) Net increase in members’ capital from operations $ 15,375 $ 25,505 $ 51,329 $ 62,104 Weighted average units outstanding 12,029,671 8,437,071 10,919,869 7,117,107 Net investment income per unit (basic and diluted) $ 2.97 $ 2.53 $ 8.25 $ 6.69 Earnings per unit (basic and diluted) $ 1.28 $ 3.02 $ 4.70 $ 8.73 For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Investment income: From non-controlled/non-affiliated investments: Interest income $ 73,248 $ 46,509 $ 143,440 $ 89,643 Payment-in-kind income 6,915 3,527 12,520 6,418 Other income 644 855 1,560 1,697 From non-controlled affiliated investments: Dividend income 1,967 — 3,129 — Interest income 291 — 566 — Other income 10 — 21 — Total investment income $ 83,075 $ 50,891 $ 161,236 $ 97,758 Expenses: Interest and other debt expenses $ 29,966 $ 14,992 $ 59,039 $ 27,141 Management fees 4,683 3,954 9,316 7,705 Incentive fees 7,555 2,352 8,918 6,345 Professional fees 377 322 858 726 Directors’ fees 75 72 148 143 Other general and administrative expenses 668 633 1,390 1,249 Total expenses $ 43,324 $ 22,325 $ 79,669 $ 43,309 Net investment income $ 39,751 $ 28,566 $ 81,567 $ 54,449 Net realized and unrealized gains (losses): Net realized gain (loss) from: Non-controlled/non-affiliated investments $ (37,358 ) $ (5,325 ) $ (37,352 ) $ (5,325 ) Foreign currency transactions 10 (1 ) 8 (1 ) Net change in unrealized appreciation (depreciation) from: Non-controlled/non-affiliated investments 41,125 (11,013 ) 7,788 (14,528 ) Non-controlled affiliated investments 231 — 261 — Foreign currency translations (596 ) 1,031 (982 ) 1,453 Net realized and unrealized gains (losses) $ 3,412 $ (15,308 ) $ (30,277 ) $ (18,401 ) (Provision) benefit for taxes on unrealized appreciation/depreciation on investments (352 ) 69 (757 ) (94 ) Net increase in members’ capital from operations $ 42,811 $ 13,327 $ 50,533 $ 35,954 Weighted average units outstanding 13,750,906 10,414,230 13,722,900 10,355,771 Net investment income per unit (basic and diluted) $ 2.89 $ 2.74 $ 5.94 $ 5.26 Earnings per unit (basic and diluted) $ 3.11 $ 1.28 $ 3.68 $ 3.47 The accompanying notes are part of these unaudited consolidated financial statements. 5 Goldman Sachs Private Middle Market Credit II LLC Consolidated Statements of Changes in Members’ Capital (in thousands, except unit and per unit amounts) (Unaudited) For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Members’ capital at beginning of period $ 1,094,510 $ 742,211 $ 985,148 $ 613,020 $ 1,248,232 $ 1,007,775 $ 1,240,510 $ 985,148 Increase in members’ capital from operations: Net investment income $ 35,682 $ 21,356 $ 90,131 $ 47,580 $ 39,751 $ 28,566 $ 81,567 $ 54,449 Net realized gain (loss) (113 ) 93 (5,439 ) 122 (37,348 ) (5,326 ) (37,344 ) (5,326 ) Net change in unrealized appreciation (depreciation) (20,327 ) 4,173 (33,402 ) 14,508 40,760 (9,982 ) 7,067 (13,075 ) (Provision) benefit for unrealized appreciation/depreciation on investments 133 (117 ) 39 (106 ) (352 ) 69 (757 ) (94 ) Net increase in members’ capital from operations $ 15,375 $ 25,505 $ 51,329 $ 62,104 $ 42,811 $ 13,327 $ 50,533 $ 35,954 Distributions to unitholders from: Distributable earnings $ (30,917 ) $ (19,915 ) $ (60,816 ) $ (38,009 ) $ (41,500 ) $ (29,899 ) $ (41,500 ) $ (29,899 ) Total distributions to unitholders $ (30,917 ) $ (19,915 ) $ (60,816 ) $ (38,009 ) $ (41,500 ) $ (29,899 ) $ (41,500 ) $ (29,899 ) Capital transactions: Issuance of units $ 147,581 $ 265,646 $ 250,888 $ 376,332 $ 14,758 $ 103,307 $ 14,758 $ 103,307 Net increase in members’ capital from capital transactions $ 147,581 $ 265,646 $ 250,888 $ 376,332 $ 14,758 $ 103,307 $ 14,758 $ 103,307 Total increase in members’ capital $ 132,039 $ 271,236 $ 241,401 $ 400,427 $ 16,069 $ 86,735 $ 23,791 $ 109,362 Members’ capital at end of period $ 1,226,549 $ 1,013,447 $ 1,226,549 $ 1,013,447 $ 1,264,301 $ 1,094,510 $ 1,264,301 $ 1,094,510 Distributions per unit $ 2.72 $ 2.64 $ 5.62 $ 5.46 $ 3.03 $ 2.90 $ 3.03 $ 2.90 The accompanying notes are part of these unaudited consolidated financial statements. 6 Goldman Sachs Private Middle Market Credit II LLC Consolidated Statements of Cash Flows (in thousands, except unit and per unit amounts) (Unaudited) For the Nine Months Ended For the Six Months Ended September 30, 2022 September 30, 2021 June 30, 2023 June 30, 2022 Cash flows from operating activities: Net increase in Members’ Capital from operations: $ 51,329 $ 62,104 Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities: Net increase in members’ capital from operations: $ 50,533 $ 35,954 Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities: Purchases of investments (579,106 ) (1,027,118 ) (90,662 ) (404,540 ) Payment-in-kind interest capitalized (10,815 ) (3,636 ) (11,544 ) (6,470 ) Investments in affiliated money market fund, net (66,170 ) — (12,288 ) (1,047 ) Proceeds from sales of investments and principal repayments 142,187 297,851 53,962 67,404 Net realized (gain) loss 5,326 (122 ) 37,352 5,325 Net change in unrealized (appreciation) depreciation on investments 36,461 (14,508 ) (8,049 ) 14,528 Net change in unrealized (appreciation) depreciation on foreign currency transactions 7 — (13 ) 24 Amortization of premium and accretion of discount, net (9,154 ) (8,310 ) (5,084 ) (4,547 ) Amortization of deferred financing costs 2,488 2,655 1,650 1,647 Change in operating assets and liabilities: (Increase) decrease in receivable for investments sold — (1,765 ) (Increase) decrease in receivable for common units sold — (629 ) (Increase) decrease in interest and dividends receivable (3,001 ) (7,335 ) 6,794 (8,473 ) (Increase) decrease in other assets (1,291 ) (4,174 ) 533 (2,457 ) Increase (decrease) in interest and other debt expenses payable 10,161 4,870 3,530 3,356 Increase (decrease) in management fees payable 591 1,058 85 192 Increase (decrease) in incentive fees payable 9,059 16,260 8,918 6,345 Increase (decrease) in payable for investments purchased — 2,731 Increase (decrease) in accrued expenses and other liabilities 2,433 1,068 480 (379 ) Net cash provided by (used for) operating activities $ (409,495 ) $ (679,337 ) $ 36,197 $ (292,801 ) Cash flows from financing activities: Proceeds from issuance of common units $ 250,888 $ 376,332 $ 14,758 $ 103,307 Offering costs paid — (240 ) Distributions paid (89,179 ) (51,807 ) (119,568 ) (58,262 ) Financing costs paid (2,838 ) (6,286 ) (410 ) (2,796 ) Borrowings on debt 513,036 1,419,168 69,491 398,026 Repayments of debt (276,076 ) (945,150 ) (33,000 ) (129,000 ) Net cash provided by (used for) financing activities $ 395,831 $ 792,017 $ (68,729 ) $ 311,275 Net increase (decrease) in cash $ (13,664 ) $ 112,680 $ (32,532 ) $ 18,474 Effect of foreign exchange rate changes on cash and cash equivalents (7 ) — 13 (24 ) Cash, beginning of period 31,602 8,709 36,657 31,602 Cash, end of period $ 17,931 $ 121,389 $ 4,138 $ 50,052 Supplemental and non-cash activities Interest expense paid $ 34,602 $ 14,010 $ 52,827 $ 21,023 Exchange of investments $ 80,545 $ — $ 6,075 $ — The accompanying notes are part of these unaudited consolidated financial statements. 7 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate and Maturity Par/Shares Cost Fair Footnotes 1st Lien/Senior Secured Debt - 215.25% Investment (1) Industry Interest Reference Rate and Maturity Par/Shares(3) Cost Fair Footnotes 1st Lien/Senior Secured Debt - 204.03% 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 9.42% L + 5.75% 11/06/26 $ 8,567 $ 8,476 $ 8,460 (1) (2) (3) (4) Professional Services 11.39% S + 6.00% 11/06/26 $ 8,502 $ 8,427 $ 8,396 (4) (5) (6) (7) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 11.00% P + 4.75% 11/06/26 1,059 627 625 (1) (2) (3) (4) (5) Professional Services 12.45% P + 6.00% 11/06/26 846 805 801 (4) (5) (6) (7) (8) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 11.00% CDN P + 4.75% 11/06/26 CAD 128 101 91 (1) (2) (3) (4) Professional Services 11.70% CDN P + 4.75% 11/06/26 CAD 418 312 311 (4) (5) (6) (7) 3SI Security Systems, Inc. Commercial Services & Supplies 10.07% L + 6.50% 06/16/23 2,085 2,061 2,069 (3) (4) Commercial Services & Supplies 12.01% S + 6.50% 12/16/26 2,033 2,018 1,922 (6) (7) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 8.54% L + 6.25% 03/10/27 14,704 14,426 14,410 (2) (3) (4) Software 11.48% S + 6.25% 03/10/27 14,592 14,361 14,300 (5) (6) (7) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 8.54% L + 6.25% 03/10/27 2,755 1,516 1,486 (2) (3) (4) (5) Software 11.48% S + 6.25% 03/10/27 1,530 1,518 1,499 (5) (6) (7) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software L + 6.25% 03/10/27 1,100 (21 ) (22 ) (2) (3) (4) (5) Software 11.48% S + 6.25% 03/10/27 1,100 698 693 (5) (6) (7) (8) Acquia, Inc. Software 9.63% L + 7.00% 10/31/25 24,940 24,590 24,379 (2) (3) (4) Software 12.34% L + 7.00% 10/31/25 24,940 24,667 24,442 (5) (6) (7) Acquia, Inc. Software 10.16% L + 7.00% 10/31/25 1,933 765 745 (2) (3) (4) (5) Software 12.29% L + 7.00% 10/31/25 1,933 1,490 1,469 (5) (6) (7) (8) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services 7.63% S + 6.00% 05/08/28 24,190 23,732 23,706 (2) (3) (4) Diversified Financial Services 10.74% S + 5.50% 05/08/28 24,009 23,604 23,648 (5) (6) (7) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services S + 6.00% 05/08/28 2,330 (44 ) (47 ) (2) (3) (4) (5) Diversified Financial Services S + 5.50% 05/08/28 2,330 (38 ) (35 ) (5) (7) (8) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services S + 6.00% 05/08/28 6,510 (61 ) (130 ) (2) (3) (4) (5) Diversified Financial Services S + 5.50% 05/08/28 6,510 (53 ) (98 ) (5) (7) (8) Apptio, Inc. IT Services 8.46% L + 6.00% 01/10/25 26,813 26,308 26,545 (3) (4) IT Services 10.20% S + 5.00% 01/10/25 26,813 26,463 26,545 (6) (7) Apptio, Inc. IT Services 8.46% L + 6.00% 01/10/25 769 292 300 (3) (4) (5) IT Services 10.20% S + 5.00% 01/10/25 769 220 223 (6) (7) (8) AQ Helios Buyer, Inc. (dba SurePoint) Software 10.22% S + 7.00% 07/01/26 35,280 34,708 34,574 (2) (3) (4) Software 12.28% S + 7.00% 07/01/26 35,280 34,808 34,222 (5) (6) (7) AQ Helios Buyer, Inc. (dba SurePoint) Software 10.79% S + 8.00% 07/01/26 2,127 2,127 2,148 (2) (3) (4) Software 13.17% S + 8.00% 07/01/26 5,900 4,665 4,636 (5) (7) (8) AQ Helios Buyer, Inc. (dba SurePoint) Software 11.46% S + 8.00% 07/01/26 5,900 895 954 (2) (3) (4) (5) Software 13.28% S + 8.00% 07/01/26 2,127 2,127 2,116 (5) (6) (7) AQ Helios Buyer, Inc. (dba SurePoint) Software S + 7.00% 07/01/26 4,160 (63 ) (83 ) (2) (3) (4) (5) Software S + 7.00% 07/01/26 4,160 (50 ) (125 ) (5) (6) (7) (8) Argos Health Holdings, Inc Health Care Providers & Services 8.13% L + 5.50% 12/03/27 19,800 19,451 19,404 (2) (3) (4) Health Care Providers & Services 10.65% S + 5.50% 12/03/27 19,651 19,347 19,061 (5) (6) (7) Aria Systems, Inc. Diversified Financial Services 9.57% S + 7.00% 06/30/26 24,749 24,403 24,439 (2) (3) (4) Diversified Financial Services 13.22% S + 8.00% 06/30/26 24,609 24,325 23,624 (5) (6) (7) Assembly Intermediate LLC Diversified Consumer Services 9.38% L + 6.50% 10/19/27 39,908 39,213 39,310 (2) (3) (4) Diversified Consumer Services 11.84% S + 6.50% 10/19/27 39,908 39,300 39,509 (5) (6) (7) Assembly Intermediate LLC Diversified Consumer Services 9.36% L + 6.50% 10/19/27 9,977 3,475 3,442 (2) (3) (4) (5) Diversified Consumer Services 11.84% S + 6.50% 10/19/27 9,977 5,469 5,487 (5) (6) (7) (8) Assembly Intermediate LLC Diversified Consumer Services 10.13% L + 6.50% 10/19/27 3,991 731 738 (2) (3) (4) (5) Diversified Consumer Services S + 6.50% 10/19/27 3,991 (58 ) (40 ) (5) (7) (8) Bigchange Group Limited Software 7.54% SN + 6.00% 12/23/26 GBP 10,810 14,254 11,829 (1) (2) (3) (4) Software 10.93% SN + 6.00% 12/23/26 GBP 10,810 14,290 13,420 (4) (5) (6) (7) Bigchange Group Limited Software SN + 6.00% 12/23/26 GBP 790 1 (18 ) (1) (2) (3) (4) (5) Software 10.93% SN + 6.00% 12/23/26 GBP 1,629 1,756 1,763 (4) (5) (6) (7) (8) Bigchange Group Limited Software SN + 6.00% 12/23/26 GBP 2,160 (48 ) (48 ) (1) (2) (3) (4) (5) Software SN + 6.00% 12/23/26 GBP 2,160 (42 ) (62 ) (4) (5) (6) (7) (8) Broadway Technology, LLC Diversified Financial Services 10.31% S + 6.50% 01/08/26 23,837 23,475 23,599 (2) (3) (4) Diversified Financial Services 11.89% S + 6.50% 01/08/26 23,656 23,371 23,537 (5) (6) (7) Broadway Technology, LLC Diversified Financial Services S + 6.50% 01/08/26 1,010 (17 ) (10 ) (2) (3) (4) (5) Diversified Financial Services S + 6.50% 01/08/26 1,010 (13 ) (5 ) (5) (7) (8) BSI3 Menu Buyer, Inc (dba Kydia) Diversified Financial Services 9.15% S + 6.00% 01/25/28 48,084 47,322 46,762 (2) (3) (4) Diversified Financial Services 11.22% S + 6.00% 01/25/28 48,084 47,413 45,680 (5) (6) (7) BSI3 Menu Buyer, Inc (dba Kydia) Diversified Financial Services S + 6.00% 01/25/28 1,924 (30 ) (53 ) (2) (3) (4) (5) Diversified Financial Services S + 6.00% 01/25/28 1,924 (26 ) (96 ) (5) (7) (8) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 13,596 13,423 13,392 (2) (3) (4) Professional Services 10.95% S + 5.75% 09/30/26 13,491 13,348 13,289 (5) (6) (7) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 2,421 2,411 2,384 (2) (3) (4) Professional Services 10.95% S + 5.75% 09/30/26 2,402 2,394 2,366 (5) (6) (7) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 629 622 620 (2) (3) (4) Professional Services 10.95% S + 5.75% 09/30/26 624 618 615 (5) (6) (7) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 693 311 309 (2) (3) (4) (5) Professional Services 10.95% S + 5.75% 09/30/26 280 277 276 (5) (6) (7) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 282 278 278 (2) (3) (4) Professional Services 10.95% S + 5.75% 09/30/26 223 221 220 (5) (6) (7) Bullhorn, Inc. Professional Services 9.42% L + 5.75% 09/30/26 225 222 221 (2) (3) (4) Professional Services S + 5.75% 09/30/26 693 (7 ) (10 ) (5) (6) (7) (8) Businessolver.com, Inc. Health Care Technology 9.67% L + 5.50% 12/01/27 16,738 16,590 16,571 (2) (3) (4) Health Care Technology 10.84% S + 5.50% 12/01/27 16,612 16,483 16,446 (5) (6) (7) Businessolver.com, Inc. Health Care Technology L + 5.50% 12/01/27 4,529 (20 ) (45 ) (2) (3) (4) (5) Health Care Technology 10.84% S + 5.50% 12/01/27 4,526 367 340 (5) (6) (7) (8) Capitol Imaging Acquisition Corp. Health Care Providers & Services 9.31% L + 6.50% 10/01/26 39,926 39,356 39,028 (2) (3) (4) Health Care Providers & Services 11.72% S + 6.50% 10/01/26 39,622 39,149 38,433 (5) (6) (7) Capitol Imaging Acquisition Corp. Health Care Providers & Services 11.00% P + 5.50% 10/01/25 9,170 4,472 4,379 (2) (4) (5) Health Care Providers & Services P + 5.50% 10/01/25 9,170 (86 ) (275 ) (5) (7) (8) The accompanying notes are part of these unaudited consolidated financial statements. 8 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 9.73% S + 6.25% 07/01/24 $ 18,128 $ 17,994 $ 16,949 (2) (3) (4) Health Care Providers & Services 13.25% S + 7.00% (incl. 0.75% PIK) 07/01/24 $ 17,798 $ 17,721 $ 16,819 (5) (6) (7) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 9.73% S + 6.25% 07/01/24 4,544 4,508 4,249 (2) (3) (4) Health Care Providers & Services 13.25% S + 7.00% (incl. 0.75% PIK) 07/01/24 4,471 4,451 4,225 (5) (6) (7) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 9.73% S + 6.25% 07/01/24 1,767 1,757 1,652 (2) (3) (4) Health Care Providers & Services 13.25% S + 7.00% (incl. 0.75% PIK) 07/01/24 1,734 1,729 1,639 (5) (6) (7) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 9.72% S + 6.25% 07/01/24 919 293 241 (2) (3) (4) (5) Health Care Providers & Services 13.25% S + 7.00% (incl. 0.75% PIK) 07/01/24 914 291 245 (5) (6) (7) (8) Checkmate Finance Merger Sub, LLC Entertainment 10.17% L + 6.50% 12/31/27 28,165 27,661 27,673 (2) (3) (4) Entertainment 11.84% S + 6.50% 12/31/27 27,953 27,513 27,184 (5) (6) (7) Checkmate Finance Merger Sub, LLC Entertainment L + 6.50% 12/31/27 2,831 (50 ) (50 ) (2) (3) (4) (5) Entertainment S + 6.50% 12/31/27 2,831 (43 ) (78 ) (5) (6) (7) (8) Chronicle Bidco Inc. (dba Lexitas) Professional Services 9.80% S + 6.25% 05/18/29 42,875 41,866 42,018 (2) (3) (4) Professional Services 11.61% S + 6.75% 05/18/29 42,552 41,629 41,382 (5) (6) (7) Chronicle Bidco Inc. (dba Lexitas) Professional Services S + 6.25% 05/18/29 3,676 (71 ) (74 ) (2) (3) (4) (5) Professional Services 11.76% S + 6.75% 05/18/29 3,676 929 891 (5) (6) (7) (8) CivicPlus LLC Software 9.87% L + 6.75% (incl. 2.50% PIK) 08/24/27 5,753 5,644 5,624 (2) (3) (4) Software 12.23% L + 6.50% (incl. 2.50% PIK) 08/24/27 5,851 5,755 5,719 (5) (6) (7) CivicPlus LLC Software 9.87% L + 6.75% (incl. 2.50% PIK) 08/24/27 5,700 5,590 5,572 (2) (3) (4) Software 12.23% L + 6.50% (incl. 2.50% PIK) 08/24/27 5,797 5,701 5,666 (5) (6) (7) CivicPlus LLC Software 9.87% L + 6.75% (incl. 2.50% PIK) 08/24/27 2,680 2,626 2,620 (2) (3) (4) Software 12.23% L + 6.50% (incl. 2.50% PIK) 08/24/27 2,725 2,678 2,664 (5) (6) (7) CivicPlus LLC Software L + 6.75% (incl. 2.50% PIK) 08/24/27 1,112 (21 ) (25 ) (2) (3) (4) (5) Software 11.15% L + 6.25% 08/24/27 1,112 182 175 (5) (6) (7) (8) Clearcourse Partnership Acquireco Finance Software 9.44% SN + 7.25% 07/25/28 GBP 5,250 6,171 5,715 (1) (2) (3) IT Services 12.43% SN + 8.25% (incl. 0.75% PIK) 07/25/28 GBP 5,574 6,576 6,884 (4) (5) (6) (7) Clearcourse Partnership Acquireco Finance Software 8.94% SN + 7.25% 07/25/28 GBP 4,750 1,525 1,563 (1) (2) (3) (5) IT Services 11.68% SN + 7.50% 07/25/28 GBP 4,842 2,705 2,843 (4) (5) (6) (7) (8) CloudBees, Inc. Software 9.71% L + 7.00% (incl. 2.50% PIK) 11/24/26 25,727 24,330 25,277 (2) (3) (4) Software 12.22% S + 7.00% (incl. 2.50% PIK) 11/24/26 26,219 25,049 25,826 (5) (6) (7) CloudBees, Inc. Software 9.71% L + 7.00% (incl. 2.50% PIK) 11/24/26 11,657 10,339 10,789 (2) (3) (4) (5) Software 12.22% S + 7.00% (incl. 2.50% PIK) 11/24/26 11,867 10,654 11,025 (5) (6) (7) (8) Coding Solutions Acquisition, Inc. Health Care Providers & Services 8.78% S + 5.75% 05/11/28 13,590 13,331 13,318 (2) (3) (4) Health Care Providers & Services 10.60% S + 5.50% 05/11/28 13,488 13,255 13,151 (5) (6) (7) Coding Solutions Acquisition, Inc. Health Care Providers & Services 8.78% S + 5.75% 05/11/28 1,938 255 252 (2) (3) (4) (5) Health Care Providers & Services 10.60% S + 5.50% 05/11/28 1,938 358 339 (5) (6) (7) (8) Coding Solutions Acquisition, Inc. Health Care Providers & Services S + 5.75% 05/11/28 4,077 (39 ) (82 ) (2) (3) (4) (5) Health Care Providers & Services 10.58% S + 5.50% 05/11/28 4,076 388 324 (5) (6) (7) (8) CORA Health Holdings Corp Health Care Providers & Services 8.79% L + 5.75% 06/15/27 20,456 20,211 19,433 (2) (3) (4) Health Care Providers & Services 11.16% S + 5.75% 06/15/27 20,442 20,235 17,172 (5) (6) (7) CORA Health Holdings Corp Health Care Providers & Services 8.08% L + 5.75% 06/15/27 8,091 296 (58 ) (2) (3) (4) (5) Health Care Providers & Services 11.16% S + 5.75% 06/15/27 344 341 289 (5) (6) (7) CorePower Yoga LLC Diversified Consumer Services 10.67% L + 7.00% (incl. 5.00% PIK) 05/14/25 9,737 9,660 7,960 (2) (3) (4) Diversified Consumer Services 12.54% L + 7.00% (incl. 5.00% PIK) 05/14/25 10,114 10,058 8,496 (5) (6) (7) CorePower Yoga LLC Diversified Consumer Services L + 7.00% (incl. 5.00% PIK) 05/14/25 633 (5 ) (116 ) (2) (3) (4) (5) Diversified Consumer Services L + 7.00% (incl. 5.00% PIK) 05/14/25 633 (4 ) (101 ) (5) (6) (7) (8) CST Buyer Company (dba Intoxalock) Diversified Consumer Services 8.62% L + 5.50% 10/03/25 16,756 16,610 16,589 (2) (3) (4) CST Buyer Company (dba Intoxalock) Diversified Consumer Services 8.62% L + 5.50% 10/27/25 13,649 13,444 13,512 (2) (3) (4) CST Buyer Company (dba Intoxalock) Diversified Consumer Services L + 5.50% 10/03/25 1,291 (10 ) (13 ) (2) (3) (4) (5) DECA Dental Holdings LLC Health Care Providers & Services 9.42% L + 5.75% 08/28/28 19,462 19,122 18,683 (2) (3) (4) Health Care Providers & Services 11.09% S + 5.75% 08/28/28 19,314 19,013 18,542 (5) (6) (7) DECA Dental Holdings LLC Health Care Providers & Services 9.42% L + 5.75% 08/28/28 6,705 1,973 1,780 (2) (3) (4) (5) Health Care Providers & Services 11.09% S + 5.75% 08/28/28 6,689 1,967 1,766 (5) (6) (7) (8) DECA Dental Holdings LLC Health Care Providers & Services 9.42% L + 5.75% 08/26/27 1,552 699 662 (2) (3) (4) (5) Health Care Providers & Services 11.09% S + 5.75% 08/26/27 1,552 1,427 1,386 (5) (6) (7) (8) Diligent Corporation Professional Services 9.92% L + 6.25% 08/04/25 20,661 20,348 20,609 (2) (3) (4) Professional Services 11.45% S + 6.25% 08/04/25 20,502 20,268 20,451 (5) (6) (7) Diligent Corporation Professional Services 8.63% L + 5.75% 08/04/25 12,805 12,717 12,613 (2) (3) (4) Professional Services 10.95% L + 5.75% 08/04/25 12,708 12,641 12,549 (5) (6) (7) Diligent Corporation Professional Services 8.63% L + 5.75% 08/04/25 8,698 8,639 8,567 (2) (3) (4) Professional Services 10.95% L + 5.75% 08/04/25 8,631 8,587 8,523 (5) (6) (7) Diligent Corporation Professional Services 9.44% L + 6.25% 08/04/25 3,503 1,715 1,743 (2) (3) (4) (5) Professional Services 11.45% L + 6.25% 08/04/25 1,715 1,696 1,711 (5) (6) (7) Diligent Corporation Professional Services 9.13% L + 6.25% 08/04/25 1,728 1,703 1,702 (2) (3) (4) Professional Services 11.48% S + 6.25% 08/04/25 3,503 1,654 1,673 (5) (6) (7) (8) Diligent Corporation Professional Services 9.13% L + 6.25% 08/04/25 1,090 1,074 1,087 (2) (3) (4) Professional Services 11.45% L + 6.25% 08/04/25 1,081 1,069 1,079 (5) (6) (7) Elemica Parent, Inc. Chemicals 9.07% L + 5.50% 09/18/25 3,520 3,472 3,450 (2) (3) (4) Chemicals 11.54% S + 6.00% 09/18/25 3,493 3,457 3,353 (5) (6) (7) Elemica Parent, Inc. Chemicals 8.64% L + 5.50% 09/18/25 1,375 1,347 1,348 (2) (3) (4) Chemicals 11.00% S + 5.50% 09/18/25 1,365 1,343 1,310 (5) (6) (7) Elemica Parent, Inc. Chemicals 8.79% L + 5.50% 09/18/25 688 678 674 (2) (3) (4) Chemicals 11.54% S + 6.00% 09/18/25 683 675 655 (5) (6) (7) Elemica Parent, Inc. Chemicals 8.79% L + 5.50% 09/18/25 514 504 504 (2) (3) (4) Chemicals 11.54% S + 6.00% 09/18/25 510 502 490 (5) (6) (7) Elemica Parent, Inc. Chemicals 8.57% L + 5.50% 09/18/25 470 351 348 (2) (3) (4) (5) Chemicals 10.82% S + 5.50% 09/18/25 470 465 451 (5) (6) (7) Eptam Plastics, Ltd. Health Care Equipment & Supplies 11.37% S + 6.00% 12/06/25 8,528 8,395 8,357 (5) (6) (7) Eptam Plastics, Ltd. Health Care Equipment & Supplies 10.70% S + 5.50% 12/06/25 6,205 6,163 6,004 (5) (6) (7) Eptam Plastics, Ltd. Health Care Equipment & Supplies 10.70% S + 5.50% 12/06/25 2,940 2,905 2,845 (5) (6) (7) The accompanying notes are part of these unaudited consolidated financial statements. 9 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.17% P + 6.00% 12/06/25 $ 8,571 $ 8,401 $ 8,399 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 8.63% S + 5.50% 12/06/25 6,253 6,199 6,050 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 8.63% S + 5.50% 12/06/25 2,963 2,918 2,866 (2) (3) (4) Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes Eptam Plastics, Ltd. Health Care Equipment & Supplies 8.63% S + 5.50% 12/06/25 2,942 2,904 2,846 (2) (3) (4) Health Care Equipment & Supplies 10.70% S + 5.50% 12/06/25 $ 2,919 $ 2,890 $ 2,825 (5) (6) (7) Eptam Plastics, Ltd. Health Care Equipment & Supplies 8.63% S + 5.50% 12/06/25 2,695 2,670 2,608 (2) (3) (4) Health Care Equipment & Supplies 10.70% S + 5.50% 12/06/25 2,675 2,655 2,588 (5) (6) (7) Eptam Plastics, Ltd. Health Care Equipment & Supplies S + 5.50% 12/06/25 1,365 (12 ) (44 ) (2) (3) (4) (5) Health Care Equipment & Supplies 10.71% S + 5.50% 12/06/25 1,365 1,219 1,184 (5) (6) (7) (8) ESO Solutions, Inc Health Care Technology 10.56% S + 7.00% 05/03/27 36,294 35,706 35,750 (2) (3) (4) Health Care Technology 12.25% S + 7.00% 05/03/27 36,294 35,789 35,750 (5) (6) (7) ESO Solutions, Inc Health Care Technology S + 7.00% 05/03/27 3,292 (51 ) (49 ) (2) (3) (4) (5) Health Care Technology 12.33% S + 7.00% 05/03/27 3,292 1,933 1,926 (5) (6) (7) (8) Everest Clinical Research Corporation Professional Services S + 6.00% 09/01/29 5,450 — — (1) (2) (3) (5) Professional Services 11.39% S + 6.00% 11/06/26 5,423 5,328 5,355 (4) (5) (6) (7) Experity, Inc. Health Care Technology 9.42% L + 5.75% 02/24/28 34,005 33,867 33,835 (2) (3) (4) Health Care Technology 11.09% S + 5.75% 02/24/28 33,748 33,629 32,567 (5) (6) (7) Experity, Inc. Health Care Technology L + 5.75% 02/24/28 3,023 (12 ) (15 ) (2) (3) (4) (5) Health Care Technology 11.09% S + 5.75% 02/24/28 3,023 680 585 (5) (6) (7) (8) Four Seasons Heating And Air Conditioning Inc Diversified Consumer Services 8.49% L + 5.75% 11/17/26 30,718 30,335 30,180 (2) (3) (4) Fullsteam Operations LLC Diversified Financial Services 13.00% L + 7.50% (Incl. 3.00% PIK) 10/04/27 56,214 55,097 54,809 (5) (6) (7) Fullsteam Operations LLC Diversified Financial Services 13.00% L + 7.50% (Incl. 3.00% PIK) 10/04/27 21,754 21,288 21,210 (5) (6) (7) Fullsteam Operations LLC Diversified Financial Services 13.00% L + 7.50% (Incl. 3.00% PIK) 10/04/27 3,067 1,007 993 (5) (6) (7) (8) Fullsteam Operations LLC Diversified Financial Services 13.00% L + 7.50% (Incl. 3.00% PIK) 10/04/27 766 230 229 (5) (7) (8) Fullsteam Operations LLC Diversified Financial Services 11.17% L + 7.50% (Incl. 5.25% PIK) 10/04/27 53,049 51,822 51,723 (2) (3) (4) Diversified Financial Services S + 8.25% 05/01/28 1,478 — — (5) (8) Fullsteam Operations LLC Diversified Financial Services 11.17% L + 7.50% (Incl. 5.25% PIK) 10/04/27 20,559 20,030 20,045 (2) (3) (4) Diversified Financial Services S + 8.25% 05/01/30 26,415 — — (5) (8) Fullsteam Operations LLC Diversified Financial Services 11.17% L + 7.50% (Incl. 5.25% PIK) 10/04/27 3,067 997 993 (2) (3) (4) (5) Diversified Financial Services S + 8.25% 05/01/30 8,313 — — (5) (8) Fullsteam Operations LLC Diversified Financial Services L + 7.50% (Incl. 5.25% PIK) 10/04/27 764 (17 ) (19 ) (2) (4) (5) Diversified Financial Services S + 8.25% 05/01/30 3,694 — — (5) (8) Gainsight, Inc. Software 9.56% L + 6.75% PIK 07/30/27 39,606 39,055 38,121 (2) (3) (4) Software 11.58% S + 6.75% PIK 07/30/27 42,920 42,442 41,847 (5) (6) (7) Gainsight, Inc. Software L + 6.75% 07/30/27 4,830 (68 ) (181 ) (2) (3) (4) (5) Software 11.94% S + 6.75% PIK 07/30/27 4,830 3,392 3,329 (5) (6) (7) (8) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 10.12% L + 7.00% 06/24/25 13,755 13,577 12,517 (2) (3) (4) Health Care Technology 13.64% S + 8.25% (incl. 3.75% PIK) 06/24/26 14,038 13,878 13,337 (5) (6) (7) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 10.12% L + 7.00% 06/24/25 2,406 2,376 2,190 (2) (3) (4) Health Care Technology 13.64% S + 8.25% (incl. 3.75% PIK) 06/24/26 2,456 2,433 2,333 (5) (6) (7) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 10.12% L + 7.00% 06/24/25 1,749 1,582 1,446 (2) (4) (5) Health Care Technology 13.64% S + 8.25% (incl. 3.75% PIK) 06/24/26 917 906 872 (5) (6) (7) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 10.12% L + 7.00% 06/24/25 899 883 818 (2) (3) (4) Health Care Technology S + 8.25% (incl. 3.75% PIK) 06/24/26 1,749 (19 ) (87 ) (5) (7) (8) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 10.25% L + 6.50% 01/29/27 26,375 25,867 25,715 (2) (3) Software 12.15% S + 7.00% (incl. 1.50% PIK) 01/29/27 26,336 25,908 26,204 (5) (6) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 10.17% L + 6.00% 01/29/27 3,444 2,030 1,988 (2) (3) (5) Software 11.15% S + 6.00% 01/29/27 3,425 3,377 3,408 (5) (6) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software L + 6.50% 01/29/27 2,337 (26 ) (58 ) (2) (5) Software 11.55% S + 6.50% 01/29/27 2,337 703 713 (5) (8) Governmentjobs.com, Inc. (dba NeoGov) Software 8.62% L + 5.50% 12/01/28 38,004 37,918 37,338 (2) (3) (4) Software 10.70% S + 5.50% 12/01/28 37,717 37,641 37,057 (5) (6) (7) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 12/02/27 4,244 (9 ) (74 ) (2) (3) (4) (5) Software 10.70% S + 5.50% 12/02/27 4,244 1,584 1,517 (5) (7) (8) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 12/01/28 13,262 (15 ) (232 ) (2) (3) (4) (5) Software S + 5.50% 12/01/28 13,262 (13 ) (232 ) (5) (7) (8) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services 9.85% L + 5.75% 05/22/26 22,666 22,446 21,986 (2) (3) Diversified Financial Services 11.14% S + 5.75% 05/22/26 22,738 22,558 22,055 (5) (6) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services 9.46% L + 5.75% 05/22/26 914 630 612 (2) (3) (5) Diversified Financial Services 11.14% S + 5.75% 05/22/26 914 296 277 (5) (6) (8) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services L + 5.75% 05/22/26 1,463 (3 ) (44 ) (2) (3) (5) HealthEdge Software, Inc. Health Care Technology 10.48% L + 7.00% 04/09/26 32,000 31,462 31,280 (2) (3) (4) Health Care Technology 11.41% L + 7.00% 04/09/26 32,000 31,565 31,360 (5) (6) (7) HealthEdge Software, Inc. Health Care Technology 10.48% L + 7.00% 04/09/26 4,520 2,065 1,963 (2) (3) (4) (5) Health Care Technology 11.41% L + 7.00% 04/09/26 2,964 2,964 2,905 (5) (6) (7) HealthEdge Software, Inc. Health Care Technology L + 7.00% 04/09/26 3,400 (56 ) (77 ) (2) (3) (4) (5) Health Care Technology P + 6.00% 04/09/26 3,400 (44 ) (68 ) (5) (6) (7) (8) HealthEdge Software, Inc. Health Care Technology L + 7.00% 04/09/26 8,500 (70 ) (191 ) (2) (3) (4) (5) Health Care Technology L + 7.00% 04/09/26 8,500 (55 ) (170 ) (5) (6) (7) (8) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 9.12% L + 6.00% 12/15/26 17,602 17,368 17,426 (2) (3) (4) Diversified Consumer Services 11.10% S + 6.00% 12/15/26 17,468 17,272 17,250 (5) (6) (7) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 9.12% L + 6.00% 12/15/26 13,505 13,393 13,370 (2) (3) (4) Diversified Consumer Services 10.96% L + 5.75% 12/15/26 18,542 14,526 14,256 (5) (6) (7) (8) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 8.86% L + 5.75% 12/15/26 18,652 11,785 11,503 (2) (3) (4) (5) Diversified Consumer Services 11.27% S + 6.00% 12/15/26 13,403 13,309 13,236 (5) (6) (7) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 9.12% L + 6.00% 12/15/26 7,298 7,179 7,225 (2) (3) (4) Diversified Consumer Services 11.10% S + 6.00% 12/15/26 7,242 7,143 7,152 (5) (6) (7) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services L + 6.00% 12/15/26 2,199 (31 ) (22 ) (2) (4) (5) Diversified Consumer Services S + 6.00% 12/15/26 2,199 (26 ) (27 ) (5) (7) (8) Honor HN Buyer, Inc Health Care Providers & Services 11.14% S + 5.75% 10/15/27 21,765 21,435 21,329 (5) (6) (7) The accompanying notes are part of these unaudited consolidated financial statements. 10 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes Honor HN Buyer, Inc Health Care Providers & Services 9.70% S + 6.00% 10/15/27 $ 21,930 $ 21,550 $ 21,437 (2) (3) (4) Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes Honor HN Buyer, Inc Health Care Providers & Services 9.70% S + 6.00% 10/15/27 13,831 5,808 5,669 (2) (3) (4) (5) Health Care Providers & Services 11.04% S + 5.75% 10/15/27 $ 13,781 $ 13,560 $ 13,505 (5) (7) Honor HN Buyer, Inc Health Care Providers & Services S + 6.00% 10/15/27 2,542 (43 ) (57 ) (2) (3) (4) (5) Health Care Providers & Services 11.29% S + 6.00% 10/15/27 19,535 7,887 7,739 (5) (7) (8) Honor HN Buyer, Inc Health Care Providers & Services S + 6.00% 10/15/27 19,555 (192 ) (440 ) (2) (4) (5) Health Care Providers & Services 13.00% P + 4.75% 10/15/27 2,542 281 267 (5) (7) (8) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 8.90% L + 6.00% 10/23/26 32,088 31,686 31,126 (1) (2) (3) (4) Real Estate Mgmt. & Development 11.23% S + 6.00% 10/23/26 31,926 31,590 30,329 (4) (5) (6) (7) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 8.96% L + 6.00% 10/23/26 10,289 10,205 9,981 (1) (2) (3) (4) Real Estate Mgmt. & Development 11.32% S + 6.50% 10/23/26 10,237 10,167 9,725 (4) (5) (6) (7) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 9.14% L + 6.00% 10/23/26 9,843 9,776 9,548 (1) (2) (3) (4) Real Estate Mgmt. & Development 11.39% S + 6.50% 10/23/26 9,793 9,737 9,303 (4) (5) (6) (7) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 10.42% L + 6.75% 07/09/25 26,552 26,267 25,755 (2) (3) (4) Hotels, Restaurants & Leisure 11.95% S + 6.75% 07/09/25 26,350 26,139 25,560 (5) (6) (7) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 10.42% L + 6.75% 07/09/25 5,507 5,423 5,342 (2) (3) (4) Hotels, Restaurants & Leisure 11.95% S + 6.75% 07/09/25 5,466 5,403 5,302 (5) (6) (7) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 10.41% L + 6.75% 07/09/25 2,186 634 590 (2) (3) (4) (5) Hotels, Restaurants & Leisure 11.95% S + 6.75% 07/09/25 2,186 1,482 1,432 (5) (6) (7) (8) HumanState Limited (dba PayProp) Diversified Consumer Services 10.58% SN + 6.00% 11/23/28 GBP 1,000 1,190 1,251 (4) (5) (6) (7) HumanState Limited (dba PayProp) Diversified Consumer Services SN + 6.00% 11/23/28 GBP 100 — (2 ) (4) (5) (6) (7) (8) HumanState Limited (dba PayProp) Diversified Consumer Services SN + 6.00% 11/23/28 GBP 270 1 (5 ) (4) (5) (6) (7) (8) iCIMS, Inc. Software 9.49% S + 6.75% 08/18/28 38,211 37,553 37,543 (2) (3) Professional Services 12.38% S + 7.25% (incl. 3.88% PIK) 08/18/28 38,976 38,382 37,612 (5) (6) (7) iCIMS, Inc. Software S + 6.75% 08/18/28 10,150 — — (2) (3) (5) Professional Services 11.99% S + 6.75% 08/18/28 3,639 553 480 (5) (6) (7) (8) iCIMS, Inc. Software S + 6.75% 08/18/28 3,639 (62 ) (64 ) (2) (3) (5) Professional Services S + 7.25% (incl. 3.88% PIK) 08/18/28 9,385 — (328 ) (5) (6) (7) (8) Intelligent Medical Objects, Inc. Health Care Technology 7.65% S + 6.00% 05/11/29 11,415 11,197 11,187 (2) (3) (4) Health Care Technology 11.09% S + 6.00% 05/11/29 11,329 11,132 11,103 (5) (6) (7) Intelligent Medical Objects, Inc. Health Care Technology 8.72% S + 6.00% 05/11/28 1,396 141 140 (2) (3) (4) (5) Health Care Technology 11.04% S + 6.00% 05/11/29 2,688 695 671 (5) (6) (7) (8) Intelligent Medical Objects, Inc. Health Care Technology S + 6.00% 05/11/29 2,690 (25 ) (54 ) (2) (3) (4) (5) Health Care Technology S + 6.00% 05/11/28 1,396 (24 ) (28 ) (5) (6) (7) (8) Internet Truckstop Group, LLC (dba Truckstop) Transportation Infrastructure 9.18% L + 5.50% 04/02/25 38,391 37,763 37,911 (2) (3) (4) Transportation Infrastructure 10.89% S + 5.50% 04/02/25 37,599 37,157 37,223 (5) (6) (7) Kaseya Inc. IT Services 8.29% S + 5.75% 06/25/29 16,900 16,654 16,731 (2) (3) (4) IT Services 11.36% S + 6.25% (incl. 2.50% PIK) 06/25/29 16,900 16,675 16,646 (5) (6) (7) Kaseya Inc. IT Services S + 5.75% 06/25/29 1,010 (7 ) (10 ) (2) (3) (4) (5) IT Services 11.36% S + 6.25% (incl. 2.50% PIK) 06/25/29 1,010 240 237 (5) (6) (7) (8) Kaseya Inc. IT Services S + 5.75% 06/25/29 1,010 (15 ) (10 ) (2) (3) (4) (5) IT Services 11.36% S + 6.25% (incl. 2.50% PIK) 06/25/29 1,010 55 46 (5) (6) (7) (8) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals 9.82% L + 6.75% 12/16/27 13,863 13,555 13,517 (2) (3) (4) Pharmaceuticals 12.28% S + 6.75% 12/16/27 13,758 13,490 13,380 (5) (6) (7) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals 9.71% L + 6.75% 12/16/26 1,995 556 549 (2) (3) (4) (5) Pharmaceuticals 12.14% S + 6.75% 12/16/26 1,995 1,960 1,941 (5) (6) (7) MedeAnalytics, Inc. Health Care Technology 11.70% S + 8.00% (incl. 1.50% PIK) 10/09/26 42,476 41,615 40,261 (2) (3) (4) Health Care Technology 3.00% PIK 10/09/26 9,333 6,075 6,075 (5) (6) (7) (9) (10) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services 9.31% S + 6.00% 06/01/28 19,829 19,451 19,432 (2) (3) (4) Diversified Financial Services 11.24% S + 6.00% 06/01/28 19,680 19,346 18,696 (5) (6) (7) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services 8.95% S + 6.00% 06/01/28 2,485 574 572 (2) (3) (4) (5) Diversified Financial Services 11.24% S + 6.00% 06/01/28 4,952 3,225 3,060 (5) (6) (7) (8) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services 8.10% S + 6.00% 06/01/28 4,970 402 398 (2) (3) (4) (5) Diversified Financial Services S + 6.00% 06/01/28 2,485 (41 ) (124 ) (5) (7) (8) Millstone Medical Outsourcing, LLC Health Care Providers & Services 8.89% L + 5.25% 12/15/27 9,278 9,113 9,092 (2) (3) (4) Health Care Providers & Services 11.34% S + 5.75% 12/15/27 9,185 9,041 9,001 (5) (6) (7) Millstone Medical Outsourcing, LLC Health Care Providers & Services 9.95% P + 4.50% 12/15/27 1,998 298 293 (2) (3) (4) (5) Health Care Providers & Services 13.25% P + 5.00% 12/15/27 1,998 236 226 (5) (6) (7) (8) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 9.92% L + 6.25% 09/15/27 59,697 58,675 58,205 (2) (3) (4) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 9.92% L + 6.25% 09/15/27 6,224 6,116 6,069 (2) (3) (4) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 9.50% L + 6.25% 09/15/27 5,374 852 806 (2) (3) (4) (5) MRI Software LLC Real Estate Mgmt. & Development 9.17% L + 5.50% 02/10/26 26,586 26,239 25,689 (3) Real Estate Mgmt. & Development 10.84% S + 5.50% 02/10/26 29,270 28,985 28,245 (6) MRI Software LLC Real Estate Mgmt. & Development 9.17% L + 5.50% 02/10/26 16,502 16,399 15,945 (3) Real Estate Mgmt. & Development 10.84% S + 5.50% 02/10/26 16,375 16,294 15,802 (6) MRI Software LLC Real Estate Mgmt. & Development L + 5.50% 02/10/26 1,143 (6 ) (39 ) (3) (5) Real Estate Mgmt. & Development S + 5.50% 02/10/26 1,143 (5 ) (40 ) (6) (8) MRI Software LLC Real Estate Mgmt. & Development L + 5.50% 02/10/26 4,186 (14 ) (141 ) (2) (5) Real Estate Mgmt. & Development S + 5.50% 02/10/26 1,284 (9 ) (45 ) (5) (8) NFM & J, L.P. (dba the Facilities Group) Professional Services 8.87% L + 5.75% 11/30/27 15,430 15,163 14,967 (2) (3) (4) Professional Services 10.95% S + 5.75% 11/30/27 15,313 15,085 14,854 (5) (6) (7) NFM & J, L.P. (dba the Facilities Group) Professional Services 8.86% L + 5.75% 11/30/27 15,657 10,543 10,308 (2) (3) (4) (5) Professional Services 11.11% S + 5.75% 11/30/27 15,558 13,894 13,662 (5) (6) (7) (8) NFM & J, L.P. (dba the Facilities Group) Professional Services 7.15% L + 5.75% 11/30/27 2,696 358 324 (2) (3) (4) (5) Professional Services P + 4.75% 11/30/27 2,696 (40 ) (81 ) (5) (6) (7) (8) One GI LLC Health Care Providers & Services 9.87% L + 6.75% 12/22/25 21,031 20,737 20,190 (2) (3) (4) Health Care Providers & Services 11.95% S + 6.75% 12/22/25 20,871 20,640 19,619 (5) (6) (7) One GI LLC Health Care Providers & Services 9.87% L + 6.75% 12/22/25 10,333 10,162 9,920 (2) (3) (4) Health Care Providers & Services 11.95% S + 6.75% 12/22/25 10,255 10,121 9,640 (5) (6) (7) One GI LLC Health Care Providers & Services 11.95% S + 6.75% 12/22/25 8,678 8,583 8,157 (5) (6) (7) The accompanying notes are part of these unaudited consolidated financial statements. 11 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes One GI LLC Health Care Providers & Services 9.87% L + 6.75% 12/22/25 $ 8,744 $ 8,624 $ 8,394 (2) (3) (4) One GI LLC Health Care Providers & Services L + 6.75% 12/22/25 3,246 (45 ) (130 ) (2) (3) (4) (5) One GI LLC Health Care Providers & Services L + 6.75% 12/22/25 5,679 (46 ) (227 ) (2) (3) (4) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 9.48% S + 6.75% 07/18/28 22,055 21,625 21,614 (2) (3) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 9.89% S + 6.75% 07/18/28 2,145 2,124 2,145 (2) (3) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 6.75% 07/18/28 2,530 — — (2) (3) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 6.75% 07/18/28 2,530 (24 ) (25 ) (2) (3) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 6.75% 07/18/28 1,705 (33 ) (34 ) (2) (3) (5) Picture Head Midco LLC Entertainment 9.90% S + 6.75% 08/31/23 19,570 19,427 19,179 (2) (3) (4) Pioneer Buyer I, LLC Software 10.67% L + 7.00% PIK 11/01/28 23,184 22,800 22,721 (2) (3) (4) Pioneer Buyer I, LLC Software L + 7.00% 11/01/27 3,900 (66 ) (78 ) (2) (3) (4) (5) Pluralsight, Inc Professional Services 10.68% L + 8.00% 04/06/27 68,747 67,637 67,200 (2) (3) (4) Pluralsight, Inc Professional Services L + 8.00% 04/06/27 4,600 (70 ) (104 ) (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services 8.87% L + 5.75% 08/05/28 16,948 16,655 16,609 (2) (3) (4) Premier Care Dental Management, LLC Health Care Providers & Services 8.87% L + 5.75% 08/05/28 9,191 7,663 7,586 (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services L + 5.75% 08/05/27 2,769 (45 ) (55 ) (2) (3) (4) (5) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 8.80% L + 5.75% 01/02/25 16,404 16,253 15,994 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 8.87% L + 5.75% 01/02/25 10,858 10,734 10,587 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 8.87% L + 5.75% 01/02/25 4,580 4,528 4,465 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 8.85% L + 5.75% 01/02/25 10,249 2,827 2,688 (2) (3) (4) (5) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense 9.62% L + 6.50% 07/06/26 40,196 39,501 39,392 (2) (3) (4) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense L + 6.50% 07/06/26 3,418 (54 ) (68 ) (2) (3) (4) (5) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 9.31% L + 6.50% 01/30/26 17,147 16,904 17,147 (1) (2) (3) (4) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 9.31% L + 6.50% 01/30/26 7,015 6,902 7,015 (1) (2) (3) (4) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services L + 6.50% 01/30/26 3,118 (42 ) — (1) (2) (4) (5) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 9.17% L + 5.50% 11/01/28 20,594 20,409 20,028 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 9.17% L + 5.50% 11/01/28 1,831 1,814 1,780 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 9.17% L + 5.50% 11/01/28 1,767 1,751 1,718 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 9.17% L + 5.50% 11/01/28 1,264 1,253 1,229 (2) (3) Purfoods, LLC Health Care Providers & Services 9.16% L + 6.25% 08/12/26 24,108 23,732 23,566 (2) (3) (4) Purfoods, LLC Health Care Providers & Services 9.26% L + 6.25% 08/12/26 16,274 16,020 15,908 (2) (3) (4) Qualawash Holdings, LLC Commercial Services & Supplies 7.96% L + 5.50% 08/31/26 10,345 10,230 10,165 (2) (3) (4) Qualawash Holdings, LLC Commercial Services & Supplies 8.49% L + 5.50% 08/31/26 2,610 1,160 1,134 (2) (3) (4) (5) Qualawash Holdings, LLC Commercial Services & Supplies L + 5.50% 08/31/26 2,613 (36 ) (52 ) (2) (3) (4) (5) Riverpoint Medical, LLC Health Care Equipment & Supplies 8.65% L + 5.00% 06/21/25 13,477 13,356 13,174 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies 8.65% L + 5.00% 06/21/25 9,548 9,507 9,333 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies L + 5.00% 06/21/25 1,806 (4 ) (41 ) (2) (3) (4) (5) Rodeo Buyer Company (dba Absorb Software) Professional Services 9.37% L + 6.25% 05/25/27 19,155 18,844 18,819 (1) (2) (3) (4) Rodeo Buyer Company (dba Absorb Software) Professional Services L + 6.25% 05/25/27 3,065 (48 ) (54 ) (1) (2) (4) (5) Rubrik,Inc. Software 10.25% S + 6.50% 06/10/27 32,242 31,630 31,597 (2) (3) (4) Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes One GI LLC Health Care Providers & Services 11.95% S + 6.75% 12/22/25 $ 5,665 $ 5,544 $ 5,287 (5) (6) (7) (8) One GI LLC Health Care Providers & Services 11.95% S + 6.75% 12/22/25 3,246 3,212 3,052 (5) (6) (7) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 13.09% S + 7.50% 07/18/28 22,055 21,668 21,614 (5) (6) (7) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 12.93% S + 7.50% 07/18/28 2,530 2,530 2,479 (5) (6) (7) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 13.09% S + 7.50% 07/18/28 2,145 2,126 2,102 (5) (6) (7) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 13.09% S + 7.50% 07/18/28 8,765 544 435 (5) (6) (7) (8) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 7.50% 07/18/28 1,705 (29 ) (21 ) (5) (7) (8) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 7.50% 07/18/28 2,530 (21 ) (32 ) (5) (7) (8) Picture Head Midco LLC Entertainment 12.06% S + 6.75% 08/31/23 19,422 19,395 19,033 (5) (6) (7) Pioneer Buyer I, LLC Software 12.24% S + 7.00% PIK 11/01/28 25,253 24,908 24,748 (5) (6) (7) Pioneer Buyer I, LLC Software S + 7.00% PIK 11/01/27 3,900 (57 ) (78 ) (5) (6) (7) (8) Pluralsight, Inc Professional Services 13.04% S + 8.00% 04/06/27 68,747 67,791 67,200 (5) (6) (7) Pluralsight, Inc Professional Services 13.04% S + 8.00% 04/06/27 4,600 2,241 2,196 (5) (6) (7) (8) Premier Care Dental Management, LLC Health Care Providers & Services 10.60% S + 5.50% 08/05/28 16,820 16,560 15,769 (5) (6) (7) Premier Care Dental Management, LLC Health Care Providers & Services 10.60% S + 5.50% 08/05/28 9,126 9,010 8,555 (5) (6) (7) Premier Care Dental Management, LLC Health Care Providers & Services S + 5.50% 08/05/27 2,769 (38 ) (173 ) (5) (6) (7) (8) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 11.22% S + 6.00% 01/02/25 16,404 16,301 15,994 (5) (6) (7) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 11.22% S + 6.00% 01/02/25 10,776 10,692 10,507 (5) (6) (7) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 11.22% S + 6.00% 01/02/25 4,563 4,528 4,449 (5) (6) (7) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 11.22% S + 6.00% 01/02/25 10,227 2,843 2,666 (5) (6) (7) (8) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense 11.22% S + 6.00% 07/06/26 39,779 39,209 39,182 (5) (6) (7) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense L + 6.25% 07/06/26 3,418 (44 ) (51 ) (5) (7) (8) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 11.66% L + 6.50% 01/30/26 17,147 16,953 16,975 (4) (5) (6) (7) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 11.66% L + 6.50% 01/30/26 7,015 6,925 6,945 (4) (5) (6) (7) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services L + 6.50% 01/30/26 3,118 (33 ) (31 ) (4) (5) (7) (8) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 11.37% S + 5.98% 11/01/28 20,439 20,274 19,723 (5) (6) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 11.37% S + 5.98% 11/01/28 1,817 1,802 1,753 (5) (6) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 11.37% S + 5.98% 11/01/28 1,753 1,739 1,692 (5) (6) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 11.37% S + 5.98% 11/01/28 1,255 1,245 1,211 (5) (6) Purfoods, LLC Health Care Providers & Services 11.49% S + 6.25% 08/12/26 23,924 23,614 23,385 (5) (6) (7) Purfoods, LLC Health Care Providers & Services 11.55% S + 6.25% 08/12/26 16,151 15,942 15,788 (5) (6) (7) Riverpoint Medical, LLC Health Care Equipment & Supplies 10.11% S + 5.00% 06/21/25 13,443 13,355 13,141 (5) (6) (7) Riverpoint Medical, LLC Health Care Equipment & Supplies 10.11% S + 5.00% 06/21/25 9,523 9,493 9,309 (5) (6) (7) Riverpoint Medical, LLC Health Care Equipment & Supplies 10.19% S + 5.00% 06/21/25 1,806 178 140 (5) (6) (7) (8) Rodeo Buyer Company (dba Absorb Software) Professional Services 11.44% S + 6.25% 05/25/27 19,155 18,887 18,915 (4) (5) (6) (7) Rodeo Buyer Company (dba Absorb Software) Professional Services 11.44% S + 6.25% 05/25/27 3,065 1,185 1,188 (4) (5) (7) (8) Rubrik, Inc. Software 12.64% S + 7.00% 06/10/27 32,242 31,713 31,597 (5) (6) (7) Rubrik, Inc. Software 12.35% S + 7.00% 06/10/27 3,685 2,657 2,584 (5) (6) (7) (8) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 11.22% S + 6.00% 07/06/27 9,801 9,637 9,629 (5) (6) (7) (10) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 13.25% S + 6.00% 07/06/27 6,800 1,292 1,241 (5) (7) (8) (10) The accompanying notes are part of these unaudited consolidated financial statements. 12 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/ Cost Fair Footnotes Rubrik,Inc. Software 10.75% S + 7.00% 06/10/27 $ 3,685 $ 673 $ 599 (2) (3) (4) (5) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 9.15% S + 6.11% 07/06/27 9,875 9,685 9,678 (2) (3) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services S + 6.11% 07/06/27 1,700 (32 ) (34 ) (2) (3) (5) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services S + 6.11% 07/06/27 6,800 (65 ) (68 ) (2) (3) (5) SpendMend, LLC Health Care Providers & Services 8.63% S + 5.50% 03/01/28 12,243 12,046 11,998 (2) (3) (4) SpendMend, LLC Health Care Providers & Services 8.63% S + 5.50% 03/01/28 5,344 2,096 2,050 (2) (3) (4) (5) SpendMend, LLC Health Care Providers & Services 8.63% S + 5.50% 03/01/28 1,605 188 182 (2) (3) (4) (5) StarCompliance Intermediate, LLC Diversified Financial Services 10.42% L + 6.75% 01/12/27 14,400 14,181 14,184 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services 10.42% L + 6.75% 01/12/27 2,319 2,280 2,285 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services 9.87% L + 6.75% 01/12/27 2,300 542 540 (2) (4) (5) Sundance Group Holdings, Inc. (dba NetDocuments) Software 8.54% L + 6.25% 07/02/27 37,327 36,846 36,673 (2) (3) (4) Sundance Group Holdings, Inc. (dba NetDocuments) Software 9.34% L + 6.25% 07/02/27 4,479 3,005 2,982 (2) (3) (4) (5) Sundance Group Holdings, Inc. (dba NetDocuments) Software L + 6.25% 07/02/27 11,198 (69 ) (196 ) (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance 9.69% S + 6.00% 10/09/26 12,009 11,823 11,769 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 9.69% S + 6.00% 10/09/26 7,603 7,489 7,451 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 9.69% S + 6.00% 10/09/26 3,503 560 546 (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance 9.69% S + 6.00% 10/09/26 338 288 284 (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance S + 6.00% 10/09/26 18,136 (349 ) (363 ) (2) (3) (4) (5) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering 9.80% L + 6.13% 08/31/27 40,277 39,512 39,471 (2) (3) (4) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering L + 8.00% 08/31/26 5,134 (85 ) (103 ) (2) (4) (5) Sweep Purchaser LLC Commercial Services & Supplies 9.42% L + 5.75% 11/30/26 26,071 25,687 25,615 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 8.60% L + 5.75% 11/30/26 8,277 8,153 8,132 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 8.61% L + 5.75% 11/30/26 6,636 6,534 6,520 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 8.65% L + 5.75% 11/30/26 3,310 3,252 3,252 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies L + 5.75% 11/30/26 4,201 (59 ) (74 ) (2) (4) (5) Syntellis Performance Solutions, LLC (dba Axiom) Health Care Technology 9.53% S + 6.50% 08/02/27 37,473 36,623 36,723 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 8.73% S + 6.00% 08/15/25 16,603 16,388 16,313 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 8.88% S + 6.00% 08/15/25 8,974 8,834 8,816 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 8.73% S + 6.00% 08/15/25 3,913 3,859 3,845 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 8.75% S + 5.50% 08/15/25 7,173 3,634 3,599 (2) (3) (4) (5) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 8.35% S + 6.00% 08/15/25 2,361 1,860 1,847 (2) (3) (4) (5) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services S + 6.00% 08/15/25 3,947 (29 ) (69 ) (2) (3) (4) (5) Thrasio, LLC Internet & Direct Marketing Retail 11.17% L + 7.00% 12/18/26 36,342 35,848 34,888 (2) (3) (4) Thrasio, LLC Internet & Direct Marketing Retail L + 7.00% 12/18/26 13,604 (55 ) (544 ) (2) (3) (4) (5) Total Vision LLC Health Care Providers & Services 8.80% S + 6.00% 07/15/26 15,561 15,278 15,250 (2) (3) (4) Total Vision LLC Health Care Providers & Services 8.81% S + 6.00% 07/15/26 4,564 4,492 4,473 (2) (3) (4) Total Vision LLC Health Care Providers & Services 8.81% S + 6.00% 07/15/26 2,281 2,245 2,235 (2) (3) (4) Total Vision LLC Health Care Providers & Services 8.73% S + 6.00% 07/15/26 9,497 1,006 909 (2) (3) (4) (5) Total Vision LLC Health Care Providers & Services S + 6.00% 07/15/26 1,150 (18 ) (23 ) (2) (3) (4) (5) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 8.56% S + 5.50% 12/21/26 20,088 19,789 19,786 (2) (3) (4) Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services S + 6.00% 07/06/27 $ 1,700 $ (27 ) $ (30 ) (5) (7) (8) (10) SpendMend, LLC Health Care Providers & Services 10.86% S + 5.75% 03/01/28 12,151 11,978 11,847 (5) (6) (7) SpendMend, LLC Health Care Providers & Services 10.87% S + 5.75% 03/01/28 5,328 2,200 2,121 (5) (6) (7) (8) SpendMend, LLC Health Care Providers & Services 11.14% S + 5.75% 03/01/28 1,605 619 602 (5) (6) (7) (8) StarCompliance Intermediate, LLC Diversified Financial Services 12.09% S + 6.75% 01/12/27 14,400 14,214 14,184 (5) (6) (7) StarCompliance Intermediate, LLC Diversified Financial Services 12.09% S + 6.75% 01/12/27 2,319 2,286 2,285 (5) (6) (7) StarCompliance Intermediate, LLC Diversified Financial Services 11.95% S + 6.75% 01/12/27 2,300 639 632 (5) (7) (8) Sundance Group Holdings, Inc. (dba NetDocuments) Software 11.41% S + 6.25% 07/02/27 37,327 36,911 36,580 (5) (6) (7) Sundance Group Holdings, Inc. (dba NetDocuments) Software 11.44% S + 6.25% 07/02/27 11,198 11,039 10,974 (5) (6) (7) Sundance Group Holdings, Inc. (dba NetDocuments) Software 11.61% S + 6.25% 07/02/27 3,239 3,152 3,175 (6) (7) Sundance Group Holdings, Inc. (dba NetDocuments) Software 11.49% S + 6.25% 07/02/27 4,479 998 956 (5) (6) (7) (8) Sunstar Insurance Group, LLC Insurance 11.14% S + 5.75% 10/09/26 11,951 11,796 11,712 (5) (6) (7) Sunstar Insurance Group, LLC Insurance 11.14% S + 5.75% 10/09/26 7,567 7,471 7,415 (5) (6) (7) Sunstar Insurance Group, LLC Insurance 11.14% S + 5.75% 10/09/26 18,117 2,937 2,861 (5) (7) (8) Sunstar Insurance Group, LLC Insurance 13.00% S + 5.75% 10/09/26 3,503 1,122 1,098 (5) (7) (8) Sunstar Insurance Group, LLC Insurance 11.14% S + 5.75% 10/09/26 337 334 330 (5) (6) (7) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering 10.99% S + 6.50% 08/31/27 39,971 39,304 38,972 (5) (6) (7) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering 10.99% S + 6.50% 08/31/27 4,037 3,940 3,937 (5) (6) (7) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering S + 6.50% 08/31/27 952 (11 ) (24 ) (5) (6) (7) (8) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering S + 6.50% 08/31/26 5,134 (69 ) (128 ) (5) (7) (8) Sweep Purchaser LLC Commercial Services & Supplies 11.09% S + 5.75% 11/30/26 25,873 25,552 25,226 (5) (6) (7) Sweep Purchaser LLC Commercial Services & Supplies 11.02% S + 5.75% 11/30/26 8,214 8,110 8,008 (5) (6) (7) Sweep Purchaser LLC Commercial Services & Supplies 11.02% S + 5.75% 11/30/26 6,586 6,501 6,421 (5) (6) (7) Sweep Purchaser LLC Commercial Services & Supplies 11.02% S + 5.75% 11/30/26 3,285 3,237 3,203 (5) (6) (7) Sweep Purchaser LLC Commercial Services & Supplies 11.09% S + 5.75% 11/30/26 4,201 3,059 3,004 (5) (7) (8) Syntellis Performance Solutions, LLC (dba Axiom) Health Care Technology 11.60% S + 6.50% 08/02/27 37,186 36,450 36,535 (5) (6) (7) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.70% S + 5.50% 08/15/25 16,475 16,313 16,187 (5) (6) (7) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.74% S + 5.50% 08/15/25 8,906 8,801 8,750 (5) (6) (7) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.77% S + 5.50% 08/15/25 7,128 7,036 7,003 (5) (6) (7) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.70% S + 5.50% 08/15/25 3,883 3,842 3,815 (5) (6) (7) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.70% S + 5.50% 08/15/25 2,361 1,867 1,847 (5) (6) (7) (8) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.85% S + 5.50% 08/15/25 3,941 1,195 1,157 (5) (7) (8) Thrasio, LLC Internet & Direct Marketing Retail 12.50% S + 7.00% 12/18/26 36,065 35,647 32,458 (5) (6) (7) Total Vision LLC Health Care Providers & Services 11.33% S + 6.00% 07/15/26 15,444 15,213 15,174 (5) (6) (7) Total Vision LLC Health Care Providers & Services 11.33% S + 6.00% 07/15/26 4,529 4,471 4,450 (5) (6) (7) Total Vision LLC Health Care Providers & Services 11.35% S + 6.00% 07/15/26 9,489 2,747 2,673 (5) (6) (7) (8) Total Vision LLC Health Care Providers & Services 11.29% S + 6.00% 07/15/26 2,264 2,234 2,224 (5) (6) (7) Total Vision LLC Health Care Providers & Services S + 6.00% 07/15/26 1,150 (14 ) (20 ) (5) (7) (8) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 11.14% S + 5.75% 12/21/26 19,935 19,685 19,337 (5) (6) (7) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 11.14% S + 5.75% 12/21/26 6,928 6,867 6,720 (5) (6) (7) The accompanying notes are part of these unaudited consolidated financial statements. 13 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 8.56% S + 5.50% 12/21/26 $ 6,981 $ 6,907 $ 6,876 (2) (3) (4) Investment (1) Industry Interest Reference Rate Maturity Par/Shares(3) Cost Fair Footnotes USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 8.57% S + 5.50% 12/21/26 8,631 3,821 3,754 (2) (3) (4) (5) Health Care Providers & Services 11.14% S + 5.75% 12/21/26 $ 8,602 $ 4,267 $ 4,064 (5) (6) (7) (8) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 8.65% S + 5.50% 12/21/26 2,812 832 830 (2) (4) (5) Health Care Providers & Services 11.14% S + 5.75% 12/21/26 2,812 1,772 1,721 (5) (7) (8) Viant Medical Holdings, Inc. Health Care Equipment & Supplies 9.37% L + 6.25% 07/02/25 18,854 18,681 18,477 (2) (3) Health Care Equipment & Supplies 11.44% L + 6.25% 07/02/25 18,708 18,579 18,521 (5) (6) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 10.05% S + 6.50% 08/11/27 31,617 31,058 31,064 (2) (3) (4) Independent Power and Renewable Electricity Producers 12.24% S + 7.00% 08/11/27 31,617 31,131 31,064 (5) (6) (7) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 9.98% S + 6.50% PIK 08/11/27 5,661 2,182 2,083 (2) (3) (4) (5) Independent Power and Renewable Electricity Producers 12.24% S + 7.00% 08/11/27 5,932 5,207 5,103 (5) (6) (7) (8) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers S + 6.50% 08/11/27 3,343 (58 ) (59 ) (2) (3) (4) (5) Independent Power and Renewable Electricity Producers S + 7.00% 08/11/27 3,343 (49 ) (59 ) (5) (7) (8) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 8.38% L + 5.50% 06/29/27 25,430 25,115 24,603 (2) (3) (4) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 8.79% L + 5.50% 06/29/27 4,277 4,226 4,138 (2) (3) (4) Commercial Services & Supplies 10.72% S + 5.50% 06/29/27 29,481 29,168 28,597 (5) (6) (7) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 10.75% P + 4.50% 06/29/27 858 118 101 (2) (3) (4) (5) Commercial Services & Supplies S + 5.50% 06/29/27 858 (9 ) (26 ) (5) (6) (7) (8) WebPT, Inc. Health Care Technology 9.82% L + 6.75% 01/18/28 12,701 12,356 12,320 (2) (3) (4) Health Care Technology 12.11% S + 6.75% 01/18/28 12,701 12,396 12,320 (5) (6) (7) WebPT, Inc. Health Care Technology 9.49% L + 6.75% 01/18/28 12,434 12,265 12,061 (2) (3) (4) Health Care Technology 11.98% S + 6.75% 01/18/28 12,434 12,285 12,061 (5) (6) (7) WebPT, Inc. Health Care Technology 9.54% L + 6.75% 01/18/28 2,146 555 518 (2) (3) (4) (5) Health Care Technology 12.01% S + 6.75% 01/18/28 2,146 1,083 1,039 (5) (6) (7) (8) WebPT, Inc. Health Care Technology L + 6.75% 01/18/28 2,146 (14 ) (64 ) (2) (3) (4) (5) Health Care Technology 14.00% P + 5.75% 01/18/28 2,146 590 549 (5) (6) (7) (8) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services 8.62% L + 5.50% 01/20/27 20,253 19,941 19,949 (2) (3) (4) IT Services 10.86% S + 5.50% 01/20/27 20,099 19,837 19,798 (5) (6) (7) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services L + 5.50% 01/20/27 2,400 (35 ) (36 ) (2) (4) (5) IT Services S + 5.50% 01/20/27 2,400 (29 ) (36 ) (5) (7) (8) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services L + 5.50% 01/20/27 3,700 (32 ) (56 ) (2) (3) (4) (5) IT Services S + 5.50% 01/20/27 3,700 (27 ) (56 ) (5) (6) (7) (8) Whitewater Holding Company LLC Diversified Consumer Services 9.42% L + 5.75% 12/21/27 15,668 15,389 15,237 (2) (3) (4) Diversified Consumer Services 11.14% S + 5.75% 12/21/27 15,549 15,307 15,044 (5) (6) (7) Whitewater Holding Company LLC Diversified Consumer Services 8.92% L + 5.75% 12/21/27 5,258 5,161 5,114 (2) (3) (4) Diversified Consumer Services 11.16% S + 5.75% 12/21/27 5,219 5,134 5,049 (5) (6) (7) Whitewater Holding Company LLC Diversified Consumer Services 9.42% L + 5.75% 12/21/27 5,226 5,133 5,082 (2) (3) (4) Diversified Consumer Services 11.14% S + 5.75% 12/21/27 5,186 5,105 5,018 (5) (6) (7) Whitewater Holding Company LLC Diversified Consumer Services 9.39% L + 5.75% 12/21/27 2,100 383 362 (2) (3) (4) (5) Diversified Consumer Services 11.32% S + 6.00% 12/21/27 2,898 1,906 1,876 (5) (6) (7) (8) Whitewater Holding Company LLC Diversified Consumer Services 8.98% L + 6.00% 12/21/27 2,900 (21 ) (51 ) (2) (3) (4) (5) Diversified Consumer Services S + 5.75% 12/21/27 2,100 (32 ) (68 ) (5) (6) (7) (8) WorkForce Software, LLC Software 10.32% L + 7.25% (incl. 3.00% PIK) 07/31/25 11,563 11,425 11,332 (2) (3) (4) Software 12.66% S + 7.25% (incl. 3.00% PIK) 07/31/25 11,828 11,724 11,562 (5) (6) (7) WorkForce Software, LLC Software 10.32% L + 7.25% (incl. 3.00% PIK) 07/31/25 8,895 8,773 8,718 (2) (3) (4) Software 12.46% L + 7.25% (incl. 3.00% PIK) 07/31/25 9,099 9,007 8,895 (5) (6) (7) WorkForce Software, LLC Software 10.32% L + 7.25% (incl. 3.00% PIK) 07/31/25 2,788 2,743 2,732 (2) (3) (4) Software 12.66% S + 7.25% (incl. 3.00% PIK) 07/31/25 2,852 2,818 2,787 (5) (6) (7) WorkForce Software, LLC Software 7.32% L + 4.25% 07/31/25 2,051 1,347 1,326 (2) (3) (4) (5) Software 12.66% S + 7.25% (incl. 3.00% PIK) 07/31/25 2,092 2,074 2,045 (5) (6) (7) WorkForce Software, LLC Software 9.57% L + 6.50% 07/31/25 980 642 634 (2) (3) (4) (5) Software S + 7.25% (Incl. 3.00% PIK) 07/31/25 980 (8 ) (22 ) (5) (6) (7) (8) WSO2, Inc. IT Services 10.19% L + 7.50% (incl. 3.00% PIK) 11/04/26 28,913 28,440 28,334 (2) (3) (4) IT Services 12.85% S + 7.50% (incl. 3.00% PIK) 11/04/26 29,518 29,124 28,928 (5) (6) (7) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development 10.02% S + 6.50% 07/01/27 80,545 80,545 79,740 (2) (3) (4) Real Estate Mgmt. & Development 11.76% S + 6.50% 07/01/27 80,545 80,545 79,740 (5) (6) (7) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development S + 6.50% 07/01/27 8,383 — (84 ) (2) (3) (4) (5) Real Estate Mgmt. & Development 11.73% S + 6.50% 07/01/27 8,383 1,198 1,114 (5) (7) (8) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology 10.81% L + 8.00% 12/21/26 46,540 45,502 44,213 (2) (3) (4) Health Care Technology 13.54% L + 8.00% 12/21/26 46,540 45,659 40,606 (5) (6) (7) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology L + 8.00% 12/22/25 7,000 (136 ) (350 ) (2) (4) (5) Health Care Technology 13.54% L + 8.00% 12/22/25 7,000 6,892 6,107 (5) (7) Total 1st Lien/Senior Secured Debt 2,669,359 2,640,206 2,626,489 2,579,587 1st Lien/Last-Out Unitranche (9) - 1.43% 1st Lien/Last-Out Unitranche (11) - 1.53% EDB Parent, LLC (dba Enterprise DB) Software 9.11% S + 6.00% 07/07/28 17,879 $ 17,412 $ 17,521 (2) (3) Software 11.99% S + 6.75% 07/07/28 $ 17,879 $ 17,463 $ 17,432 (5) (6) (7) EDB Parent, LLC (dba Enterprise DB) Software S + 6.00% 07/07/28 6,958 — — (2) (3) (5) Software 11.99% S + 6.75% 07/07/28 6,958 2,068 1,894 (5) (6) (7) (8) Total 1st Lien/Last-Out Unitranche 17,412 17,521 19,531 19,326 2nd Lien/Senior Secured Debt 1.01% 2nd Lien/Senior Secured Debt 0.67% Zep Inc. Chemicals 11.92% L + 8.25% 08/11/25 15,410 $ 15,382 $ 12,328 (3) Chemicals 13.79% L + 8.25% 08/11/25 $ 15,410 $ 15,389 $ 8,476 (6) Total 2nd Lien/Senior Secured Debt 15,382 12,328 15,389 8,476 Unsecured Debt 0.46% Unsecured Debt 0.52% CivicPlus LLC Software 14.38% S + 11.75% 08/24/27 5,753 $ 5,585 $ 5,581 (2) (3) (4) Software 17.09% S + 11.75% PIK 06/09/34 $ 6,734 $ 6,569 $ 6,566 (5) (6) (7) Total Unsecured Debt 5,585 5,581 6,569 6,566 The accompanying notes are part of these unaudited consolidated financial statements. 14 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of (in thousands, except unit and per unit amounts) (Unaudited) Investment # Industry Initial Par/Shares Cost Fair Footnotes Preferred Stock - 3.15% Broadway Parent, LLC Diversified Financial Services 01/25/21 3,700,000 $ 3,718 $ 3,981 (2) (4) (7) CloudBees, Inc. Software 11/24/21 1,038,917 11,623 10,587 (2) (4) (7) Diligent Corporation Professional Services 04/06/21 4,400 4,290 5,043 (2) (4) (7) Foundation Software Construction & Engineering 08/31/20 912 912 1,098 (2) (4) (7) Governmentjobs.com, Inc. (dba NeoGov) Software 12/02/21 9,549 9,310 10,145 (2) (4) (7) MedeAnalytics, Inc. Health Care Technology 10/09/20 1,825,100 1,825 — (2) (4) (7) WSO2, Inc. IT Services 11/04/21 509,767 8,052 7,747 (2) (4) (7) Total Preferred Stock 39,730 38,601 Common Stock - 0.94% Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 03/10/21 26,555 $ 2,655 $ 2,124 (2) (4) (7) Exostar LLC - Class B Aerospace & Defense 07/06/20 1,424,165 — 1,068 (2) (4) (7) Foundation Software - Class B Construction & Engineering 08/31/20 490,234 — 289 (2) (4) (7) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 07/06/22 1,000 1,000 1,000 (2) (7) Total Vision LLC Health Care Providers & Services 07/15/21 115,714 2,150 1,971 (2) (4) (7) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 08/11/21 3,044 3,091 2,892 (2) (4) (7) Whitewater Holding Company LLC Diversified Consumer Services 12/21/21 21,000 2,100 2,143 (2) (4) (7) Total Common Stock 10,996 11,487 Warrants - 0.03% CloudBees, Inc. Software 11/24/21 300,946 $ 1,666 $ 421 (2) (4) (7) Total Warrants 1,666 421 Investments in Affiliated Money Market Fund - 5.39% Goldman Sachs Financial Square Government Fund - Institutional Shares 66,169,837 $ 66,170 $ 66,170 ^^^ (8) Total Investments in Affiliated Money Market Fund 66,170 66,170 Total Investments - 227.66% $ 2,826,300 $ 2,792,315 Investment (1) Industry Initial Par/Shares(3) Cost Fair Footnotes Preferred Stock - 3.52% Broadway Parent, LLC Diversified Financial Services 01/25/21 3,700,000 $ 3,718 $ 6,144 (5) (7) (13) CloudBees, Inc. Software 11/24/21 1,038,917 11,623 12,758 (5) (7) (13) Diligent Corporation Professional Services 04/06/21 4,400 4,290 5,424 (5) (7) (13) Foundation Software Construction & Engineering 08/31/20 912 912 1,173 (5) (7) (13) Governmentjobs.com, Inc. (dba NeoGov) Software 12/02/21 9,549 9,310 10,966 (5) (7) (13) MedeAnalytics, Inc. Health Care Technology 10/09/20 — — — (5) (7) (10) (13) (14) WSO2, Inc. IT Services 11/04/21 509,767 8,052 7,956 (5) (7) (13) Total Preferred Stock 37,905 44,421 Common Stock - 1.06% Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 03/10/21 26,555 $ 2,655 $ 2,456 (5) (7) (13) Exostar LLC - Class B Aerospace & Defense 07/06/20 1,424,165 — 1,752 (5) (7) (13) Foundation Software - Class B Construction & Engineering 08/31/20 490,234 — 431 (5) (7) (13) MedeAnalytics, Inc. Health Care Technology 04/21/23 373 — — (7) (10) (13) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 07/06/22 1,000 1,000 1,455 (5) (7) (10) (13) Total Vision LLC Health Care Providers & Services 07/15/21 115,714 2,150 2,106 (5) (7) (13) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 08/11/21 3,044 3,091 3,315 (5) (7) (13) Whitewater Holding Company LLC Diversified Consumer Services 12/21/21 21,000 2,100 1,925 (5) (7) (13) Total Common Stock 10,996 13,440 Warrants - 0.03% CloudBees, Inc. Software 11/24/21 300,946 $ 1,666 $ 406 (5) (7) (13) Total Warrants 1,666 406 Total Investments - 211.36% $ 2,718,545 $ 2,672,222 Investments in Affiliated Money Market Fund - 10.66% Goldman Sachs Financial Square Government Fund - Institutional Shares 134,787,186 $ 134,787 $ 134,787 (6) (15) (16) Total Investments in Affiliated Money Market Fund 134,787 134,787 Total Investments and Investments in Affiliated Money Market Fund - 222.02% $ 2,853,332 $ 2,807,009 The accompanying notes are part of these unaudited consolidated financial statements. 15 PIK – Payment-In-Kind Investment # Industry Interest Reference Rate and Floor Maturity Par/Shares Cost Fair Footnotes 1st Lien/Senior Secured Debt - 227.75% 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 6.75% L + 5.75% 1.00% 11/06/26 $ 8,633 $ 8,526 $ 8,503 (1) (2) (3) (4) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 7.20% CDN P + 4.75% 11/06/26 CAD 128 101 99 (1) (2) (3) (4) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services L + 5.75% 1.00% 11/06/26 1,059 (13 ) (16 ) (1) (2) (3) (4) (5) 3SI Security Systems, Inc. Commercial Services & Supplies 6.75% L + 5.75% 1.00% 06/16/23 2,145 2,135 2,134 (2) (4) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 7.25% L + 6.25% 1.00% 03/10/27 14,816 14,492 15,001 (2) (3) (4) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 7.25% L + 6.25% 1.00% 03/10/27 1,100 141 179 (2) (3) (4) (5) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software L + 6.25% 1.00% 03/10/27 2,759 (30 ) 35 (2) (3) (4) (5) Acquia, Inc. Software 8.00% L + 7.00% 1.00% 10/31/25 24,940 24,517 24,504 (2) (3) (4) Acquia, Inc. Software L + 7.00% 1.00% 10/31/25 1,933 (29 ) (34 ) (2) (3) (4) (5) Apptio, Inc. IT Services 8.25% L + 7.25% 1.00% 01/10/25 26,813 26,162 26,813 (2) (4) Apptio, Inc. IT Services 8.25% L + 7.25% 1.00% 01/10/25 769 287 308 (2) (4) (5) AQ Helios Buyer, Inc. (aka SurePoint) Software 8.00% L + 7.00% 1.00% 07/01/26 29,120 28,586 28,610 (2) (3) (4) AQ Helios Buyer, Inc. (aka SurePoint) Software 8.00% L + 7.00% 1.00% 07/01/26 4,160 1,090 1,092 (2) (3) (4) (5) AQ Helios Buyer, Inc. (aka SurePoint) Software 9.00% L + 8.00% 1.00% 07/01/26 10,510 602 707 (2) (3) (4) (5) Argos Health Holdings, Inc Health Care Providers & Services 6.50% L + 5.75% 0.75% 12/03/27 19,950 19,555 19,551 (3) (4) Aria Systems, Inc. Diversified Financial Services 8.00% L + 7.00% 1.00% 06/30/26 15,025 14,818 14,837 (2) (3) (4) Aria Systems, Inc. Diversified Financial Services 8.00% L + 7.00% 1.00% 06/30/26 3,780 2,030 2,013 (2) (3) (4) (5) Assembly Intermediate LLC Diversified Consumer Services 8.00% L + 7.00% 1.00% 10/19/27 39,908 39,132 39,110 (3) (4) Assembly Intermediate LLC Diversified Consumer Services 8.00% L + 7.00% 1.00% 10/19/27 9,977 2,275 2,295 (3) (4) (5) Assembly Intermediate LLC Diversified Consumer Services L + 7.00% 1.00% 10/19/27 3,991 (77 ) (80 ) (3) (4) (5) Bigchange Group Limited Software 7.00% S + 6.00% 1.00% 12/23/26 GBP 10,810 14,218 14,339 (1) (3) (4) Bigchange Group Limited Software S + 6.00% 1.00% 12/23/26 GBP 790 1 — (1) (3) (4) (5) Bigchange Group Limited Software S + 6.00% 1.00% 12/23/26 GBP 2,160 (55 ) (58 ) (1) (3) (4) (5) Broadway Technology, LLC Diversified Financial Services 7.50% L + 6.50% 1.00% 01/08/26 24,019 23,619 23,778 (2) (3) (4) Bullhorn, Inc. Professional Services 6.75% L + 5.75% 1.00% 09/30/26 13,701 13,499 13,633 (2) (3) (4) Bullhorn, Inc. Professional Services 6.75% L + 5.75% 1.00% 09/30/26 754 750 750 (2) (3) (4) Bullhorn, Inc. Professional Services 6.75% L + 5.75% 1.00% 09/30/26 634 625 631 (2) (3) (4) Bullhorn, Inc. Professional Services 6.75% L + 5.75% 1.00% 09/30/26 284 280 283 (2) (3) (4) Bullhorn, Inc. Professional Services 6.75% L + 5.75% 1.00% 09/30/26 226 223 225 (2) (3) (4) Bullhorn, Inc. Professional Services L + 5.75% 1.00% 09/30/26 693 (10 ) (3 ) (2) (3) (4) (5) Bullhorn, Inc. Professional Services L + 5.75% 1.00% 09/30/26 1,680 (8 ) (8 ) (2) (3) (4) (5) Businessolver.com, Inc. Health Care Technology 6.50% L + 5.75% 0.75% 12/01/27 16,822 16,656 16,654 (3) (4) Businessolver.com, Inc. Health Care Technology L + 5.75% 0.75% 12/01/27 4,529 (22 ) (23 ) (3) (4) (5) Capitol Imaging Acquisition Corp. Health Care Providers & Services 7.50% L + 6.50% 1.00% 10/01/26 40,232 39,569 39,829 (2) (3) (4) Capitol Imaging Acquisition Corp. Health Care Providers & Services L + 6.50% 1.00% 10/01/25 9,170 (140 ) (92 ) (2) (3) (5) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 6.50% L + 5.50% 1.00% 07/01/24 16,612 16,446 16,404 (2) (3) (4) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 6.50% L + 5.50% 1.00% 07/01/24 4,563 2,119 2,112 (2) (3) (4) (5) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 6.50% L + 5.50% 1.00% 07/01/24 1,780 1,766 1,758 (2) (3) (4) Checkmate Finance Merger Sub, LLC Entertainment 7.50% L + 6.50% 1.00% 12/31/27 28,307 27,741 27,741 (3) (4) Checkmate Finance Merger Sub, LLC Entertainment L + 6.50% 1.00% 12/31/27 2,831 (57 ) (57 ) (3) (4) (5) The accompanying notes are part of these unaudited consolidated financial statements. 16 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Floor Maturity Par/Shares Cost Fair Footnotes Chronicle Bidco Inc. (dba Lexitas) Professional Services 7.00% L + 6.00% 1.00% 11/14/25 $ 18,371 $ 13,947 $ 14,125 (2) (3) (4) (5) Chronicle Bidco Inc. (dba Lexitas) Professional Services 7.00% L + 6.00% 1.00% 11/14/25 10,270 10,064 10,244 (2) (3) (4) Chronicle Bidco Inc. (dba Lexitas) Professional Services 7.00% L + 6.00% 1.00% 11/14/25 10,241 10,079 10,215 (2) (3) (4) Chronicle Bidco Inc. (dba Lexitas) Professional Services 7.00% L + 6.00% 1.00% 11/14/25 4,312 4,242 4,302 (2) (3) (4) Chronicle Bidco Inc. (dba Lexitas) Professional Services L + 6.00% 1.00% 11/14/25 1,320 (17 ) (3 ) (2) (3) (4) (5) CivicPlus LLC Software 6.75% L + 6.00% 0.75% 08/24/27 5,700 5,591 5,572 (2) (3) (4) CivicPlus LLC Software L + 6.00% 0.75% 08/24/27 537 (10 ) (12 ) (2) (3) (4) (5) CivicPlus LLC Software L + 6.00% 0.75% 08/24/27 2,680 (25 ) (60 ) (2) (3) (4) (5) CloudBees, Inc. Software 8.00% L + 7.00% (incl. 2.50% PIK) 1.00% 11/24/26 25,245 23,631 24,740 (3) (4) CloudBees, Inc. Software L + 7.00% (incl. 2.50% PIK) 1.00% 11/24/26 11,620 (515 ) — (3) (4) (5) Convene 237 Park Avenue, LLC (dba Convene) Real Estate Mgmt. & Development L + 9.50% (incl. 2.00% PIK) 1.50% 08/30/24 30,515 29,571 23,802 (2) (3) (4) (6) Convene 237 Park Avenue, LLC (dba Convene) Real Estate Mgmt. & Development L + 9.50% (incl. 2.00% PIK) 1.50% 08/30/24 8,975 8,759 7,001 (2) (3) (4) (6) Convene 237 Park Avenue, LLC (dba Convene) Real Estate Mgmt. & Development L + 15.00% 1.50% 08/30/24 3,200 — (64 ) (3) (4) (5) CORA Health Holdings Corp Health Care Providers & Services 6.75% L + 5.75% 1.00% 06/15/27 20,611 20,329 20,354 (2) (3) (4) CORA Health Holdings Corp Health Care Providers & Services L + 5.75% 1.00% 06/15/27 8,092 (55 ) (101 ) (2) (3) (4) (5) Cordeagle US Finco, Inc. (aka Condeco) Software 7.75% L + 6.75% 1.00% 07/30/27 14,545 14,271 14,254 (1) (2) (3) (4) Cordeagle US Finco, Inc. (aka Condeco) Software L + 6.75% 1.00% 07/30/27 8,390 — — (1) (3) (4) (5) Cordeagle US Finco, Inc. (aka Condeco) Software L + 6.75% 1.00% 07/30/27 2,238 (42 ) (45 ) (1) (2) (3) (4) (5) CorePower Yoga LLC Diversified Consumer Services 8.00% L + 7.00% (incl. 5.00% PIK) 1.00% 05/14/25 9,377 9,281 7,666 (2) (3) (4) CorePower Yoga LLC Diversified Consumer Services L + 7.00% (incl. 5.00% PIK) 1.00% 05/14/25 633 (6 ) (116 ) (2) (3) (4) (5) CST Buyer Company (dba Intoxalock) Diversified Consumer Services 6.50% L + 5.50% 1.00% 10/03/25 16,838 16,659 16,754 (2) (3) (4) CST Buyer Company (dba Intoxalock) Diversified Consumer Services 6.50% L + 5.50% 1.00% 10/27/25 13,855 13,603 13,786 (2) (3) (4) CST Buyer Company (dba Intoxalock) Diversified Consumer Services L + 5.50% 1.00% 10/03/25 1,291 (13 ) (6 ) (2) (3) (4) (5) DECA Dental Holdings LLC Health Care Providers & Services 6.50% L + 5.75% 0.75% 08/28/28 19,609 19,233 19,217 (2) (3) (4) DECA Dental Holdings LLC Health Care Providers & Services 6.50% L + 5.75% 0.75% 08/28/28 6,720 1,980 1,930 (2) (3) (4) (5) DECA Dental Holdings LLC Health Care Providers & Services L + 5.75% 0.75% 08/26/27 1,552 (29 ) (31 ) (2) (3) (4) (5) Diligent Corporation Professional Services 7.25% L + 6.25% 1.00% 08/04/25 20,819 20,429 20,975 (2) (3) (4) Diligent Corporation Professional Services 6.75% L + 5.75% 1.00% 08/04/25 12,903 12,793 12,806 (2) (3) (4) Diligent Corporation Professional Services 6.75% L + 5.75% 1.00% 08/04/25 8,764 8,691 8,698 (2) (3) (4) Diligent Corporation Professional Services 7.25% L + 6.25% 1.00% 08/04/25 5,103 1,005 1,136 (2) (3) (4) (5) Diligent Corporation Professional Services L + 6.25% 1.00% 08/04/25 3,503 (46 ) 26 (2) (3) (4) (5) Elemica Parent, Inc. Chemicals 6.50% L + 5.50% 1.00% 09/18/25 3,547 3,488 3,468 (2) (3) (4) Elemica Parent, Inc. Chemicals 6.50% L + 5.50% 1.00% 09/18/25 1,386 1,351 1,354 (2) (3) (4) Elemica Parent, Inc. Chemicals 6.50% L + 5.50% 1.00% 09/18/25 693 680 677 (2) (3) (4) Elemica Parent, Inc. Chemicals 6.50% L + 5.50% 1.00% 09/18/25 518 505 506 (2) (3) (4) Elemica Parent, Inc. Chemicals 6.50% L + 5.50% 1.00% 09/18/25 470 256 253 (2) (3) (4) (5) Eptam Plastics, Ltd. Health Care Equipment & Supplies 6.50% L + 5.50% 1.00% 12/06/25 6,302 6,236 6,239 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 6.50% L + 5.50% 1.00% 12/06/25 2,964 2,918 2,934 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 6.50% L + 5.50% 1.00% 12/06/25 2,716 2,684 2,688 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 6.50% L + 5.50% 1.00% 12/06/25 1,365 941 942 (2) (3) (4) (5) Investment # Industry Interest Reference Rate and Maturity Par/Shares Cost Fair Footnotes 1st Lien/Senior Secured Debt - 206.50% 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 10.73% S + 6.00% 11/06/26 $ 8,546 $ 8,460 $ 8,439 (1) (2) (3) (4) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 11.46% P + 6.00% 11/06/26 846 688 685 (1) (2) (3) (4) (5) 1272775 B.C. LTD. (dba Everest Clinical Research) Professional Services 11.45% CDN P + 4.75% 11/06/26 CAD 418 312 305 (1) (2) (3) (4) 3SI Security Systems, Inc. Commercial Services & Supplies 11.24% L + 6.50% 12/16/24 2,059 2,038 1,992 (3) (4) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 9.99% L + 6.25% 03/10/27 14,667 14,405 14,373 (2) (3) (4) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 9.99% L + 6.25% 03/10/27 2,751 1,513 1,482 (2) (3) (4) (5) Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 10.64% L + 6.25% 03/10/27 1,100 532 528 (2) (3) (4) (5) Acquia, Inc. Software 10.74% L + 7.00% 10/31/25 24,940 24,615 24,379 (2) (3) (4) Acquia, Inc. Software 12.16% L + 7.00% 10/31/25 1,933 1,115 1,093 (2) (3) (4) (5) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services 10.08% S + 5.50% 05/08/28 24,130 23,689 23,647 (2) (3) (4) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services S + 6.00% 05/08/28 2,330 (42 ) (47 ) (2) (3) (4) (5) Admiral Buyer, Inc. (dba Fidelity Payment Services) Diversified Financial Services S + 6.00% 05/08/28 6,510 (58 ) (130 ) (2) (3) (4) (5) Apptio, Inc. IT Services 9.94% L + 6.00% 01/10/25 26,813 26,357 26,545 (3) (4) Apptio, Inc. IT Services 9.93% L + 6.00% 01/10/25 769 447 454 (3) (4) (5) AQ Helios Buyer, Inc. (dba SurePoint) Software 10.03% S + 7.00% 07/01/26 35,280 34,740 34,222 (2) (3) (4) AQ Helios Buyer, Inc. (dba SurePoint) Software 12.01% S + 8.00% 07/01/26 2,127 2,127 2,121 (2) (3) (4) AQ Helios Buyer, Inc. (dba SurePoint) Software 12.35% S + 8.00% 07/01/26 5,900 2,040 2,025 (2) (3) (4) (5) AQ Helios Buyer, Inc. (dba SurePoint) Software S + 7.00% 07/01/26 4,160 (59 ) (125 ) (2) (3) (4) (5) Argos Health Holdings, Inc Health Care Providers & Services 9.72% L + 5.50% 12/03/27 19,750 19,416 19,158 (2) (3) (4) Aria Systems, Inc. Diversified Financial Services 11.44% S + 7.00% 06/30/26 24,702 24,376 23,899 (2) (3) (4) Assembly Intermediate LLC Diversified Consumer Services 11.23% L + 6.50% 10/19/27 39,908 39,242 39,310 (2) (3) (4) Assembly Intermediate LLC Diversified Consumer Services 10.77% L + 6.50% 10/19/27 9,977 5,456 5,437 (2) (3) (4) (5) Assembly Intermediate LLC Diversified Consumer Services 11.05% L + 6.50% 10/19/27 3,991 1,532 1,536 (2) (3) (4) (5) Bigchange Group Limited Software 9.43% SN + 6.00% 12/23/26 GBP 10,810 14,265 12,775 (1) (2) (3) (4) Bigchange Group Limited Software 9.43% SN + 6.00% 12/23/26 GBP 790 450 424 (1) (2) (3) (4) (5) Bigchange Group Limited Software SN + 6.00% 12/23/26 GBP 2,160 (49 ) (59 ) (1) (2) (3) (4) (5) Broadway Technology, LLC Diversified Financial Services 11.34% S + 6.50% 01/08/26 23,777 23,440 23,539 (2) (3) (4) Broadway Technology, LLC Diversified Financial Services S + 6.50% 01/08/26 1,010 (16 ) (10 ) (2) (3) (4) (5) BSI3 Menu Buyer, Inc (dba Kydia) Diversified Financial Services 10.44% S + 6.00% 01/25/28 48,084 47,351 46,161 (2) (3) (4) BSI3 Menu Buyer, Inc (dba Kydia) Diversified Financial Services S + 6.00% 01/25/28 1,924 (29 ) (77 ) (2) (3) (4) (5) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 13,561 13,398 13,358 (2) (3) (4) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 2,415 2,405 2,378 (2) (3) (4) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 628 620 618 (2) (3) (4) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 693 311 309 (2) (3) (4) (5) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 281 278 277 (2) (3) (4) Bullhorn, Inc. Professional Services 10.48% L + 5.75% 09/30/26 224 221 221 (2) (3) (4) Businessolver.com, Inc. Health Care Technology 9.67% L + 5.50% 12/01/27 16,696 16,554 16,529 (2) (3) (4) Businessolver.com, Inc. Health Care Technology 9.88% L + 5.50% 12/01/27 4,528 367 342 (2) (3) (4) (5) Capitol Imaging Acquisition Corp. Health Care Providers & Services 11.38% S + 6.50% 10/01/26 39,824 39,287 38,630 (2) (3) (4) Capitol Imaging Acquisition Corp. Health Care Providers & Services 13.00% P + 5.50% 10/01/25 9,170 7,140 6,969 (2) (4) (5) The accompanying notes are part of these unaudited consolidated financial statements. 17 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Floor Maturity Par/Shares Cost Fair Footnotes ESO Solutions, Inc Health Care Technology 8.00% L + 7.00% 1.00% 05/03/27 $ 36,294 $ 35,629 $ 35,659 (2) (3) (4) ESO Solutions, Inc Health Care Technology L + 7.00% 1.00% 05/03/27 3,292 (59 ) (58 ) (2) (3) (4) (5) Experity, Inc. Health Care Technology 6.25% L + 5.50% 0.75% 07/22/27 34,262 34,106 34,094 (2) (3) (4) Experity, Inc. Health Care Technology L + 5.50% 0.75% 07/22/27 3,023 (14 ) (15 ) (2) (3) (4) (5) Four Seasons Heating And Air Conditioning Inc Diversified Consumer Services 6.50% L + 5.75% 0.75% 11/17/26 30,950 30,497 30,486 (3) (4) Fullsteam Operations LLC Diversified Financial Services 9.00% L + 7.50% 1.50% 10/04/27 50,601 49,377 49,336 (3) (4) Fullsteam Operations LLC Diversified Financial Services 9.00% L + 7.50% 1.50% 10/04/27 19,934 6,818 6,896 (3) (4) (5) Fullsteam Operations LLC Diversified Financial Services 9.00% L + 7.50% 1.50% 10/04/27 3,067 996 993 (3) (4) (5) Gainsight, Inc. Software 7.50% L + 6.75% PIK 0.75% 07/30/27 28,123 27,668 27,842 (2) (3) (4) Gainsight, Inc. Software L + 6.75% 0.75% 07/30/27 4,830 (79 ) (48 ) (2) (3) (4) (5) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 8.50% L + 6.50% 2.00% 06/24/25 13,860 13,638 13,721 (2) (3) (4) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 8.50% L + 6.50% 2.00% 06/24/25 2,425 2,387 2,400 (2) (3) (4) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 8.50% L + 6.50% 2.00% 06/24/25 1,749 556 566 (2) (3) (5) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 7.50% L + 6.50% 1.00% 01/29/27 26,575 25,991 26,442 (3) (4) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 7.00% L + 6.00% 1.00% 01/29/27 3,460 2,039 2,073 (3) (4) (5) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software L + 6.50% 1.00% 01/29/27 2,337 (30 ) (12 ) (3) (5) Governmentjobs.com, Inc. (dba NeoGov) Software 6.25% L + 5.50% 0.75% 12/01/28 38,195 38,099 38,099 (3) (4) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 0.75% 12/02/27 4,244 (11 ) (11 ) (3) (4) (5) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 0.75% 12/01/28 13,262 (16 ) (17 ) (3) (4) (5) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services 6.75% L + 5.75% 1.00% 05/22/26 20,888 20,633 20,784 (3) (4) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services 6.75% L + 5.75% 1.00% 05/22/26 914 422 429 (3) (4) (5) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services L + 5.75% 1.00% 05/22/26 3,409 (8 ) (17 ) (3) (4) (5) HealthEdge Software, Inc. Health Care Technology 7.25% L + 6.25% 1.00% 04/09/26 32,000 31,366 31,360 (3) (4) HealthEdge Software, Inc. Health Care Technology L + 6.25% 1.00% 04/09/26 4,520 — — (3) (4) (5) HealthEdge Software, Inc. Health Care Technology L + 6.25% 1.00% 04/09/26 3,400 (67 ) (68 ) (3) (4) (5) HealthEdge Software, Inc. Health Care Technology L + 6.25% 1.00% 04/09/26 8,500 (84 ) (85 ) (3) (4) (5) Heartland Home Services Diversified Consumer Services 7.00% L + 6.00% 1.00% 12/15/26 13,607 6,880 6,840 (2) (3) (4) (5) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 7.00% L + 6.00% 1.00% 12/15/26 17,736 17,466 17,559 (2) (3) (4) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 7.00% L + 6.00% 1.00% 12/15/26 7,353 7,216 7,280 (2) (3) (4) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 7.00% L + 6.00% 1.00% 12/15/26 2,309 146 162 (2) (3) (5) Honor HN Buyer, Inc Health Care Providers & Services 7.00% L + 6.00% 1.00% 10/15/27 22,096 21,667 21,654 (3) (4) Honor HN Buyer, Inc Health Care Providers & Services L + 6.00% 1.00% 10/15/27 2,542 (49 ) (51 ) (3) (4) (5) Honor HN Buyer, Inc Health Care Providers & Services L + 6.00% 1.00% 10/15/27 13,873 (134 ) (277 ) (3) (4) (5) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 7.00% L + 6.00% 1.00% 10/23/26 32,333 31,866 32,009 (1) (2) (3) (4) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 7.00% L + 6.00% 1.00% 10/23/26 10,367 10,270 10,264 (1) (2) (3) (4) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 7.00% L + 6.00% 1.00% 10/23/26 9,918 9,840 9,819 (1) (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 7.75% L + 6.75% 1.00% 07/09/25 26,754 26,400 25,817 (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 7.75% L + 6.75% 1.00% 07/09/25 5,549 5,443 5,355 (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure L + 6.75% 1.00% 07/09/25 2,186 (27 ) (76 ) (2) (3) (4) (5) iCIMS, Inc. Software 7.50% L + 6.50% 1.00% 09/12/24 22,611 22,278 22,611 (2) (3) (4) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 11.84% S + 7.00% (incl. 0.75% PIK) 07/01/24 $ 18,099 $ 17,983 $ 16,741 (2) (3) (4) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 11.84% S + 7.00% (incl. 0.75% PIK) 07/01/24 4,540 4,509 4,200 (2) (3) (4) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 11.84% S + 7.00% (incl. 0.75% PIK) 07/01/24 1,764 1,755 1,631 (2) (3) (4) CFS Management, LLC (dba Center for Sight Management) Health Care Providers & Services 11.84% S + 7.00% 07/01/24 919 293 232 (2) (3) (4) (5) Checkmate Finance Merger Sub, LLC Entertainment 11.23% L + 6.50% 12/31/27 28,095 27,611 27,252 (2) (3) (4) Checkmate Finance Merger Sub, LLC Entertainment L + 6.50% 12/31/27 2,831 (47 ) (85 ) (2) (3) (4) (5) Chronicle Bidco Inc. (dba Lexitas) Professional Services 10.83% S + 6.25% 05/18/29 42,768 41,784 41,485 (2) (3) (4) Chronicle Bidco Inc. (dba Lexitas) Professional Services S + 6.25% 05/18/29 3,676 (69 ) (110 ) (2) (3) (4) (5) CivicPlus LLC Software 11.48% L + 6.75% (incl. 2.50% PIK) 08/24/27 5,777 5,673 5,633 (2) (3) (4) CivicPlus LLC Software 11.48% L + 6.75% (incl. 2.50% PIK) 08/24/27 5,724 5,619 5,581 (2) (3) (4) CivicPlus LLC Software 11.48% L + 6.75% (incl. 2.50% PIK) 08/24/27 2,691 2,640 2,624 (2) (3) (4) CivicPlus LLC Software L + 6.75% (incl. 2.50% PIK) 08/24/27 1,112 (20 ) (28 ) (2) (3) (4) (5) Clearcourse Partnership Acquireco Finance Limited IT Services 10.69% SN + 7.25% (Incl. 0.75% PIK) 07/25/28 GBP 5,379 6,324 6,340 (1) (2) (3) (4) Clearcourse Partnership Acquireco Finance Limited IT Services 9.55% SN + 7.25% PIK 07/25/28 GBP 4,771 1,864 1,894 (1) (2) (3) (4) (5) CloudBees, Inc. Software 11.39% L + 7.00% (incl. 2.50% PIK) 11/24/26 25,890 24,568 25,437 (2) (3) (4) CloudBees, Inc. Software 11.39% L + 7.00% (incl. 2.50% PIK) 11/24/26 11,727 10,443 10,857 (2) (3) (4) (5) Coding Solutions Acquisition, Inc. Health Care Providers & Services 9.82% S + 5.50% 05/11/28 13,556 13,305 13,217 (2) (3) (4) Coding Solutions Acquisition, Inc. Health Care Providers & Services 9.82% S + 5.50% 05/11/28 1,938 354 339 (2) (3) (4) (5) Coding Solutions Acquisition, Inc. Health Care Providers & Services S + 5.50% 05/11/28 4,077 (37 ) (102 ) (2) (3) (4) (5) CORA Health Holdings Corp Health Care Providers & Services 10.48% L + 5.75% 06/15/27 20,404 20,172 18,160 (2) (3) (4) CORA Health Holdings Corp Health Care Providers & Services 10.31% L + 5.75% 06/15/27 8,090 298 (544 ) (2) (3) (4) (5) CorePower Yoga LLC Diversified Consumer Services 11.73% L + 7.00% (incl. 5.00% PIK) 05/14/25 9,860 9,790 8,061 (2) (3) (4) CorePower Yoga LLC Diversified Consumer Services 11.72% L + 7.00% (incl. 5.00% PIK) 05/14/25 633 207 96 (2) (3) (4) (5) DECA Dental Holdings LLC Health Care Providers & Services 10.48% L + 5.75% 08/28/28 19,413 19,086 18,442 (2) (3) (4) DECA Dental Holdings LLC Health Care Providers & Services 10.48% L + 5.75% 08/28/28 6,699 1,971 1,708 (2) (3) (4) (5) DECA Dental Holdings LLC Health Care Providers & Services 10.48% L + 5.75% 08/26/27 1,552 1,321 1,267 (2) (3) (4) (5) Diligent Corporation Professional Services 10.63% L + 6.25% 08/04/25 20,608 20,320 20,556 (2) (3) (4) Diligent Corporation Professional Services 10.13% L + 5.75% 08/04/25 12,773 12,691 12,613 (2) (3) (4) Diligent Corporation Professional Services 10.13% L + 5.75% 08/04/25 8,675 8,621 8,567 (2) (3) (4) Diligent Corporation Professional Services 10.63% L + 6.25% 08/04/25 1,724 1,700 1,719 (2) (3) (4) Diligent Corporation Professional Services 10.63% L + 6.25% 08/04/25 1,087 1,072 1,084 (2) (3) (4) Diligent Corporation Professional Services 10.63% L + 6.25% 08/04/25 3,503 1,017 1,042 (2) (3) (4) (5) Elemica Parent, Inc. Chemicals 10.74% L + 6.00% 09/18/25 3,511 3,467 3,371 (2) (3) (4) Elemica Parent, Inc. Chemicals 10.58% S + 6.00% 09/18/25 1,372 1,346 1,317 (2) (3) (4) Elemica Parent, Inc. Chemicals 10.68% S + 6.00% 09/18/25 686 677 659 (2) (3) (4) Elemica Parent, Inc. Chemicals 10.68% S + 6.00% 09/18/25 513 503 492 (2) (3) (4) Elemica Parent, Inc. Chemicals 10.51% S + 6.00% 09/18/25 470 464 451 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.75% S + 5.75% 12/06/25 8,571 8,413 8,399 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.67% S + 5.25% 12/06/25 6,237 6,187 6,035 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.67% S + 5.50% 12/06/25 2,955 2,914 2,859 (2) (3) (4) The accompanying notes are part of these unaudited consolidated financial statements. 18 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Floor Maturity Par/Shares Cost Fair Footnotes iCIMS, Inc. Software 7.50% L + 6.50% 1.00% 09/12/24 $ 22,131 $ 21,624 $ 22,131 (2) (4) iCIMS, Inc. Software 7.50% L + 6.50% 1.00% 09/12/24 369 359 369 (2) (4) Internet Truckstop Group, LLC (dba Truckstop) Transportation Infrastructure 6.75% L + 5.75% 1.00% 04/02/25 39,700 38,880 39,601 (2) (3) (4) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals 7.75% L + 6.75% 1.00% 12/16/27 13,968 13,621 13,619 (3) (4) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals L + 6.75% 1.00% 12/16/26 1,995 (49 ) (50 ) (3) (4) (5) MedeAnalytics, Inc. Health Care Technology 7.50% L + 6.50% 1.00% 10/09/26 40,655 39,641 40,045 (2) (3) (4) Millstone Medical Outsourcing, LLC Health Care Providers & Services 6.50% L + 5.50% 1.00% 12/15/27 9,325 9,139 9,138 (3) (4) Millstone Medical Outsourcing, LLC Health Care Providers & Services 6.50% L + 5.50% 1.00% 12/15/27 1,998 27 27 (3) (4) (5) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 7.25% L + 6.25% 1.00% 09/15/27 60,151 58,996 58,948 (2) (3) (4) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 7.25% L + 6.25% 1.00% 09/15/27 6,271 6,149 6,146 (2) (3) (4) MMIT Holdings, LLC (dba Managed Markets Insight & Technology) Health Care Technology 7.25% L + 6.25% 1.00% 09/15/27 5,374 569 564 (2) (3) (4) (5) MRI Software LLC Real Estate Mgmt. & Development 6.50% L + 5.50% 1.00% 02/10/26 24,802 24,446 24,701 (4) MRI Software LLC Real Estate Mgmt. & Development 6.50% L + 5.50% 1.00% 02/10/26 16,629 16,505 16,562 (4) MRI Software LLC Real Estate Mgmt. & Development L + 5.50% 1.00% 02/10/26 1,143 (8 ) (5 ) (4) (5) NFM & J, L.P. (dba the Facilities Group) Professional Services 6.75% L + 5.75% 1.00% 11/30/27 15,546 15,240 15,236 (3) (4) NFM & J, L.P. (dba the Facilities Group) Professional Services 6.75% L + 5.75% 1.00% 11/30/27 15,726 7,630 7,706 (3) (4) (5) NFM & J, L.P. (dba the Facilities Group) Professional Services 6.75% L + 5.75% 1.00% 11/30/27 2,696 396 395 (3) (4) (5) One GI LLC Health Care Providers & Services 7.75% L + 6.75% 1.00% 12/22/25 21,192 20,837 20,768 (2) (3) (4) One GI LLC Health Care Providers & Services 7.75% L + 6.75% 1.00% 12/22/25 8,811 8,665 8,635 (2) (3) (4) One GI LLC Health Care Providers & Services 7.75% L + 6.75% 1.00% 12/22/25 10,411 7,393 7,363 (2) (3) (4) (5) One GI LLC Health Care Providers & Services L + 6.75% 1.00% 12/22/25 3,246 (55 ) (65 ) (2) (3) (4) (5) One GI LLC Health Care Providers & Services L + 6.75% 1.00% 12/22/25 5,679 (56 ) (114 ) (2) (3) (4) (5) Picture Head Midco LLC Entertainment 7.75% L + 6.75% 1.00% 08/31/23 19,718 19,466 19,324 (2) (3) (4) Pioneer Buyer I, LLC Software 7.75% L + 7.00% PIK 0.75% 11/01/28 21,778 21,356 21,342 (3) (4) Pioneer Buyer I, LLC Software L + 6.50% 0.75% 11/01/27 3,900 (76 ) (78 ) (3) (4) (5) Pluralsight, Inc Professional Services 9.00% L + 8.00% 1.00% 04/06/27 68,747 67,495 67,372 (2) (3) (4) Pluralsight, Inc Professional Services L + 8.00% 1.00% 04/06/27 4,600 (81 ) (92 ) (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services 6.50% L + 5.75% 0.75% 08/05/28 17,077 16,751 16,735 (2) (3) (4) Premier Care Dental Management, LLC Health Care Providers & Services 6.50% L + 5.75% 0.75% 08/05/28 9,231 2,393 2,262 (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services 6.50% L + 5.75% 0.75% 08/05/27 2,769 447 443 (2) (3) (4) (5) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 7.00% L + 6.00% 1.00% 01/02/25 16,404 16,208 16,158 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 7.00% L + 6.00% 1.00% 01/02/25 10,940 10,776 10,776 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 7.00% L + 6.00% 1.00% 01/02/25 4,580 4,512 4,511 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services L + 6.00% 1.00% 01/02/25 10,270 (154 ) (154 ) (2) (3) (4) (5) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense 7.75% L + 6.75% 1.00% 07/06/26 40,503 39,691 39,693 (2) (3) (4) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense L + 6.75% 1.00% 07/06/26 3,418 (65 ) (68 ) (2) (3) (4) (5) Prophix Software Inc.(dba Pound Bidco) Diversified Financial Services 7.50% L + 6.50% 1.00% 01/30/26 17,147 16,857 17,147 (1) (2) (3) (4) Prophix Software Inc.(dba Pound Bidco) Diversified Financial Services 7.50% L + 6.50% 1.00% 01/30/26 7,015 6,881 7,015 (1) (2) (3) (4) Prophix Software Inc.(dba Pound Bidco) Diversified Financial Services L + 6.50% 1.00% 01/30/26 3,118 (51 ) — (1) (2) (3) (5) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 6.25% L + 5.50% 0.75% 11/01/28 20,750 20,545 20,543 (3) (4) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.67% S + 5.25% 12/06/25 $ 2,934 $ 2,899 $ 2,839 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.67% S + 5.25% 12/06/25 2,688 2,665 2,601 (2) (3) (4) Eptam Plastics, Ltd. Health Care Equipment & Supplies 9.67% S + 5.25% 12/06/25 1,365 126 92 (2) (3) (4) (5) ESO Solutions, Inc Health Care Technology 11.59% S + 7.00% 05/03/27 36,294 35,733 35,750 (2) (3) (4) ESO Solutions, Inc Health Care Technology S + 7.00% 05/03/27 3,292 (48 ) (49 ) (2) (3) (4) (5) Everest Clinical Research Corporation Professional Services 10.65% S + 6.00% 11/06/26 5,450 5,342 5,382 (1) (2) (3) (4) Experity, Inc. Health Care Technology 10.48% L + 5.75% 02/24/28 34,005 33,873 33,495 (2) (3) (4) Experity, Inc. Health Care Technology L + 5.75% 02/24/28 3,023 (12 ) (45 ) (2) (3) (4) (5) Fullsteam Operations LLC Diversified Financial Services 12.23% L + 7.50% (Incl. 5.25% PIK) 10/04/27 53,981 52,748 52,632 (2) (3) (4) Fullsteam Operations LLC Diversified Financial Services 12.23% L + 7.50% (Incl. 5.25% PIK) 10/04/27 20,906 20,398 20,383 (2) (3) (4) Fullsteam Operations LLC Diversified Financial Services 12.23% L + 7.50% (Incl. 5.25% PIK) 10/04/27 3,067 1,001 993 (2) (3) (4) (5) Fullsteam Operations LLC Diversified Financial Services L + 7.50% (Incl. 5.25% PIK) 10/04/27 764 (16 ) (19 ) (2) (4) (5) Gainsight, Inc. Software 11.16% L + 6.75% PIK 07/30/27 40,594 40,066 39,072 (2) (3) (4) Gainsight, Inc. Software L + 6.75% 07/30/27 4,830 (65 ) (181 ) (2) (3) (4) (5) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 12.98% S + 8.25% (Incl. 3.75% PIK) 06/24/26 13,845 13,682 13,014 (2) (3) (4) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 12.98% S + 8.25% (Incl. 3.75% PIK) 06/24/26 2,422 2,394 2,277 (2) (3) (4) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology 12.98% S + 8.25% (Incl. 3.75% PIK) 06/24/26 905 891 850 (2) (3) (4) GHA Buyer Inc. (dba Cedar Gate) Health Care Technology S + 8.25% (Incl. 3.75% PIK) 06/24/26 1,749 (20 ) (105 ) (2) (4) (5) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 9.64% L + 5.50% 01/29/27 26,375 25,892 25,715 (2) (3) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 10.14% L + 6.00% 01/29/27 3,444 3,390 3,358 (2) (3) GovDelivery Holdings, LLC (dba Granicus, Inc.) Software 10.69% L + 6.50% 01/29/27 2,337 760 726 (2) (5) Governmentjobs.com, Inc. (dba NeoGov) Software 9.88% L + 5.50% 12/01/28 37,908 37,825 37,245 (2) (3) (4) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 12/02/27 4,244 (9 ) (74 ) (2) (3) (4) (5) Governmentjobs.com, Inc. (dba NeoGov) Software L + 5.50% 12/01/28 13,262 (14 ) (232 ) (2) (3) (4) (5) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services 9.92% L + 5.75% 05/22/26 22,855 22,648 22,055 (2) (3) GS AcquisitionCo, Inc. (dba Insightsoftware) Diversified Financial Services L + 5.75% 05/22/26 914 (9 ) (32 ) (2) (3) (5) HealthEdge Software, Inc. Health Care Technology 11.74% L + 7.00% 04/09/26 32,000 31,496 31,280 (2) (3) (4) HealthEdge Software, Inc. Health Care Technology 11.74% L + 7.00% 04/09/26 2,964 2,964 2,897 (2) (3) (4) HealthEdge Software, Inc. Health Care Technology L + 7.00% 04/09/26 3,400 (52 ) (77 ) (2) (3) (4) (5) HealthEdge Software, Inc. Health Care Technology L + 7.00% 04/09/26 8,500 (65 ) (191 ) (2) (3) (4) (5) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 10.38% L + 6.00% 12/15/26 17,557 17,336 17,206 (2) (3) (4) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 10.10% L + 5.75% 12/15/26 18,616 13,934 13,668 (2) (3) (4) (5) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 10.38% L + 6.00% 12/15/26 13,471 13,365 13,202 (2) (3) (4) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services 10.38% L + 6.00% 12/15/26 7,279 7,167 7,134 (2) (3) (4) Helios Buyer, Inc. (dba Heartland) Diversified Consumer Services L + 6.00% 12/15/26 2,199 (30 ) (44 ) (2) (4) (5) Honor HN Buyer, Inc Health Care Providers & Services 10.48% S + 5.75% 10/15/27 21,875 21,511 21,383 (2) (3) (4) Honor HN Buyer, Inc Health Care Providers & Services 10.48% S + 5.75% 10/15/27 13,816 5,801 5,654 (2) (3) (4) (5) Honor HN Buyer, Inc Health Care Providers & Services S + 5.75% 10/15/27 2,542 (41 ) (57 ) (2) (3) (4) (5) Honor HN Buyer, Inc Health Care Providers & Services S + 5.75% 10/15/27 19,555 (183 ) (440 ) (2) (4) (5) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 10.57% L + 6.00% 10/23/26 32,007 31,627 30,407 (1) (2) (3) (4) The accompanying notes are part of these unaudited consolidated financial statements. 19 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Floor Maturity Par/Shares Cost Fair Footnotes PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 6.25% L + 5.50% 0.75% 11/01/28 $ 1,274 $ 1,261 $ 1,261 (3) (4) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors L + 5.50% 0.75% 11/01/28 1,780 — (18 ) (3) (4) (5) Purfoods, LLC Health Care Providers & Services 7.00% L + 6.00% 1.00% 08/12/26 24,293 23,851 24,232 (2) (3) (4) Purfoods, LLC Health Care Providers & Services 7.00% L + 6.00% 1.00% 08/12/26 16,374 9,992 10,183 (2) (3) (4) (5) Riverpoint Medical, LLC Health Care Equipment & Supplies 6.75% L + 5.75% 1.00% 06/21/25 13,670 13,513 13,567 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies 6.75% L + 5.75% 1.00% 06/21/25 9,685 9,632 9,612 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies L + 5.75% 1.00% 06/21/25 1,806 (5 ) (14 ) (2) (3) (4) (5) Rodeo Buyer Company (dba Absorb Software) Professional Services 7.25% L + 6.25% 1.00% 05/25/27 19,155 18,803 18,819 (1) (2) (3) (4) Rodeo Buyer Company (dba Absorb Software) Professional Services L + 6.25% 1.00% 05/25/27 3,065 (55 ) (54 ) (1) (2) (3) (5) StarCompliance Intermediate, LLC Diversified Financial Services 7.75% L + 6.75% 1.00% 01/12/27 14,400 14,150 14,184 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services 7.75% L + 6.75% 1.00% 01/12/27 2,319 2,275 2,285 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services L + 6.75% 1.00% 01/12/27 2,300 (39 ) (34 ) (2) (3) (5) Sundance Group Holdings, Inc. (dba NetDocuments) Software 7.75% L + 6.75% 1.00% 07/02/27 37,327 36,786 36,860 (2) (3) (4) Sundance Group Holdings, Inc. (dba NetDocuments) Software 7.75% L + 6.75% 1.00% 07/02/27 4,479 1,280 1,288 (2) (3) (4) (5) Sundance Group Holdings, Inc. (dba NetDocuments) Software L + 6.75% 1.00% 07/02/27 11,198 (80 ) (140 ) (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance 6.75% L + 5.75% 1.00% 10/09/26 12,135 11,935 12,014 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 6.75% L + 5.75% 1.00% 10/09/26 7,683 7,559 7,606 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 6.75% L + 5.75% 1.00% 10/09/26 340 140 140 (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance L + 5.75% 1.00% 10/09/26 2,496 (40 ) (25 ) (2) (3) (5) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering 7.50% L + 6.50% 1.00% 08/31/27 40,585 39,729 39,672 (2) (3) (4) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering L + 6.50% 1.00% 08/31/26 5,134 (100 ) (115 ) (2) (3) (5) Sweep Purchaser LLC Commercial Services & Supplies 6.75% L + 5.75% 1.00% 11/30/26 26,270 25,824 26,007 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 6.75% L + 5.75% 1.00% 11/30/26 8,340 8,196 8,256 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 6.75% L + 5.75% 1.00% 11/30/26 6,687 6,567 6,620 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 7.61% L + 5.75% 1.00% 11/30/26 4,201 1,275 1,302 (2) (3) (5) Sweep Purchaser LLC Commercial Services & Supplies L + 5.75% 1.00% 11/30/26 3,333 (33 ) (33 ) (2) (3) (5) Syntellis Performance Solutions, LLC (dba Axiom) Health Care Technology 8.00% L + 7.00% 1.00% 08/02/27 37,760 36,801 36,721 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 6.75% L + 5.75% 1.00% 08/15/25 16,732 16,513 16,481 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 6.75% L + 5.75% 1.00% 08/15/25 3,943 3,886 3,884 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 6.75% L + 5.75% 1.00% 08/15/25 7,186 1,166 1,128 (2) (3) (4) (5) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 7.31% L + 5.75% 1.00% 08/15/25 2,361 1,033 1,027 (2) (3) (4) (5) Thrasio, LLC Internet & Direct Marketing Retail 8.00% L + 7.00% 1.00% 12/18/26 36,619 36,050 36,619 (2) (3) (4) Thrasio, LLC Internet & Direct Marketing Retail L + 7.00% 1.00% 12/18/26 13,604 (65 ) — (2) (3) (4) (5) Total Vision LLC Health Care Providers & Services 6.50% L + 5.50% 1.00% 07/15/26 4,598 4,513 4,507 (2) (3) (4) Total Vision LLC Health Care Providers & Services 6.50% L + 5.50% 1.00% 07/15/26 2,298 2,256 2,253 (2) (3) (4) Total Vision LLC Health Care Providers & Services L + 5.50% 1.00% 07/15/26 1,150 (21 ) (23 ) (2) (3) (4) (5) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 6.25% L + 5.25% 1.00% 12/21/26 20,241 19,894 20,038 (2) (3) (4) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 6.25% L + 5.25% 1.00% 12/21/26 7,028 6,415 6,430 (2) (3) (4) (5) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services L + 5.25% 1.00% 12/21/26 2,812 (47 ) (28 ) (2) (3) (5) Viant Medical Holdings, Inc. Health Care Equipment & Supplies 7.25% L + 6.25% 1.00% 07/02/25 19,000 18,783 18,905 (3) (4) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 10.69% L + 6.00% 10/23/26 $ 10,263 $ 10,184 $ 9,750 (1) (2) (3) (4) HowlCO LLC (dba Lone Wolf) Real Estate Mgmt. & Development 10.73% L + 6.00% 10/23/26 9,818 9,755 9,327 (1) (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 11.14% L + 6.75% 07/09/25 26,485 26,225 25,690 (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 11.14% L + 6.75% 07/09/25 5,493 5,416 5,329 (2) (3) (4) HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) Hotels, Restaurants & Leisure 11.14% L + 6.75% 07/09/25 2,186 1,074 1,027 (2) (3) (4) (5) HumanState Limited (dba PayProp) Diversified Consumer Services 9.43% SN + 6.00% 11/23/28 GBP 1,000 1,189 1,191 (1) (2) (3) HumanState Limited (dba PayProp) Diversified Consumer Services SN + 6.00% 11/23/28 GBP 100 (4 ) (2 ) (1) (2) (3) (5) HumanState Limited (dba PayProp) Diversified Consumer Services SN + 6.00% 11/23/28 GBP 270 (2 ) (2 ) (1) (2) (3) (5) iCIMS, Inc. Professional Services 11.52% S + 7.25% (Incl. 3.88% PIK) 08/18/28 38,211 37,574 37,543 (2) (3) (4) iCIMS, Inc. Professional Services S + 7.25% (Incl. 3.88% PIK) 08/18/28 3,639 (60 ) (64 ) (2) (3) (4) (5) iCIMS, Inc. Professional Services S + 7.25% 08/18/28 10,150 — (178 ) (2) (3) (4) (5) Intelligent Medical Objects, Inc. Health Care Technology 10.62% S + 6.00% 05/11/29 11,386 11,175 11,159 (2) (3) (4) Intelligent Medical Objects, Inc. Health Care Technology 10.61% S + 6.00% 05/11/28 1,396 240 237 (2) (3) (4) (5) Intelligent Medical Objects, Inc. Health Care Technology S + 6.00% 05/11/29 2,690 (25 ) (54 ) (2) (3) (4) (5) Internet Truckstop Group, LLC (dba Truckstop) Transportation Infrastructure 10.23% L + 5.50% 04/02/25 38,291 37,723 37,812 (2) (3) (4) Kaseya Inc. IT Services 10.33% S + 5.75% 06/25/29 16,900 16,661 16,646 (2) (3) (4) Kaseya Inc. IT Services S + 5.75% 06/25/29 1,010 (7 ) (15 ) (2) (3) (4) (5) Kaseya Inc. IT Services S + 5.75% 06/25/29 1,010 (14 ) (15 ) (2) (3) (4) (5) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals 11.48% L + 6.75% 12/16/27 13,828 13,533 13,448 (2) (3) (4) LS Clinical Services Holdings, Inc (dba CATO) Pharmaceuticals 11.18% L + 6.75% 12/16/26 1,995 1,956 1,941 (2) (3) (4) MedeAnalytics, Inc. Health Care Technology S + 8.00% (incl. 1.50% PIK) 10/09/26 43,737 41,615 34,552 (2) (3) (4) (6) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services 9.31% S + 6.00% 06/01/28 19,779 19,415 19,186 (2) (3) (4) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services 10.63% S + 6.00% 06/01/28 4,968 3,234 3,204 (2) (3) (4) (5) MerchantWise Solutions, LLC (dba HungerRush) Diversified Financial Services S + 6.00% 06/01/28 2,485 (45 ) (75 ) (2) (3) (4) (5) Millstone Medical Outsourcing, LLC Health Care Providers & Services 10.87% S + 6.00% 12/15/27 9,231 9,074 9,047 (2) (3) (4) Millstone Medical Outsourcing, LLC Health Care Providers & Services 12.5% P + 5.00% 12/15/27 1,998 366 360 (2) (3) (4) (5) MRI Software LLC Real Estate Mgmt. & Development 10.23% L + 5.50% 02/10/26 27,464 27,138 26,331 (3) MRI Software LLC Real Estate Mgmt. & Development 10.23% L + 5.50% 02/10/26 16,460 16,364 15,781 (3) MRI Software LLC Real Estate Mgmt. & Development L + 5.50% 02/10/26 1,143 (6 ) (47 ) (3) (5) MRI Software LLC Real Estate Mgmt. & Development L + 5.50% 02/10/26 3,238 (13 ) (134 ) (2) (5) NFM & J, L.P. (dba the Facilities Group) Professional Services 10.13% L + 5.75% 11/30/27 15,391 15,137 14,929 (2) (3) (4) NFM & J, L.P. (dba the Facilities Group) Professional Services 10.27% L + 5.75% 11/30/27 15,625 12,621 12,397 (2) (3) (4) (5) NFM & J, L.P. (dba the Facilities Group) Professional Services L + 5.75% 11/30/27 2,696 (45 ) (81 ) (2) (3) (4) (5) One GI LLC Health Care Providers & Services 11.13% L + 6.75% 12/22/25 20,978 20,704 19,929 (2) (3) (4) One GI LLC Health Care Providers & Services 11.13% L + 6.75% 12/22/25 10,307 10,148 9,791 (2) (3) (4) One GI LLC Health Care Providers & Services 11.13% L + 6.75% 12/22/25 8,722 8,610 8,286 (2) (3) (4) One GI LLC Health Care Providers & Services 11.07% L + 6.75% 12/22/25 5,679 5,543 5,357 (2) (3) (4) (5) One GI LLC Health Care Providers & Services L + 6.75% 12/22/25 3,246 (42 ) (162 ) (2) (3) (4) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 12.54% S + 7.50% 07/18/28 22,055 21,639 21,614 (2) (3) (4) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 12.54% S + 7.50% 07/18/28 2,145 2,125 2,102 (2) (3) (4) The accompanying notes are part of these unaudited consolidated financial statements. 20 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Floor Maturity Par/Shares Cost Fair Footnotes Volt Bidco, Inc. (aka Power Factors) Independent Power and Renewable Electricity Producers 7.50% L + 6.50% 1.00% 08/11/27 $ 20,700 $ 20,307 $ 20,286 (2) (3) (4) Volt Bidco, Inc. (aka Power Factors) Independent Power and Renewable Electricity Producers 7.50% L + 6.50% 1.00% 08/11/27 2,375 401 354 (2) (3) (4) (5) Volt Bidco, Inc. (aka Power Factors) Independent Power and Renewable Electricity Producers L + 6.50% 1.00% 08/11/27 1,979 (37 ) (40 ) (2) (3) (4) (5) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 6.25% L + 5.50% 0.75% 06/29/27 25,623 25,264 25,238 (2) (3) (4) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 6.25% L + 5.50% 0.75% 06/29/27 4,291 1,635 1,630 (2) (3) (4) (5) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies L + 5.50% 0.75% 06/29/27 858 (12 ) (13 ) (2) (3) (4) (5) WebPT, Inc. Health Care Technology 7.75% L + 6.75% 1.00% 08/28/24 12,701 12,553 12,574 (2) (3) (4) WebPT, Inc. Health Care Technology 7.75% L + 6.75% 1.00% 08/28/24 1,323 382 384 (2) (3) (4) (5) WebPT, Inc. Health Care Technology L + 6.75% 1.00% 08/28/24 12,434 — — (3) (5) WebPT, Inc. Health Care Technology L + 6.75% 1.00% 08/28/24 2,146 — — (3) (5) WebPT, Inc. Health Care Technology L + 6.75% 1.00% 08/28/24 823 — — (3) (5) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services 6.50% L + 5.50% 1.00% 01/20/27 18,507 18,186 18,507 (2) (3) (4) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services L + 5.50% 1.00% 01/20/27 2,400 (41 ) — (2) (3) (5) WhiteWater Holding Company LLC Diversified Consumer Services 6.50% L + 5.75% 0.75% 12/21/27 15,786 15,472 15,470 (3) (4) WhiteWater Holding Company LLC Diversified Consumer Services 6.50% L + 5.75% 0.75% 12/21/27 5,262 3,844 3,830 (3) (4) (5) WhiteWater Holding Company LLC Diversified Consumer Services L + 5.75% 0.75% 12/21/27 2,100 (42 ) (42 ) (3) (4) (5) WhiteWater Holding Company LLC Diversified Consumer Services L + 5.75% 0.75% 12/21/27 5,262 (52 ) (105 ) (3) (4) (5) WorkForce Software, LLC Software 7.50% L + 6.50% (incl. 1.00% PIK) 1.00% 07/31/25 11,245 11,076 11,020 (2) (3) (4) WorkForce Software, LLC Software 7.50% L + 6.50% (incl. 1.00% PIK) 1.00% 07/31/25 8,673 8,523 8,500 (2) (3) (4) WorkForce Software, LLC Software 7.50% L + 6.50% (incl. 1.00% PIK) 1.00% 07/31/25 980 966 960 (2) (3) (4) WSO2, Inc. IT Services 8.50% L + 7.50% (incl. 3.00% PIK) 1.00% 11/04/26 28,182 27,634 27,618 (3) (4) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development 7.50% L + 6.50% 1.00% 07/01/27 32,260 31,664 31,695 (2) (3) (4) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development 7.50% L + 6.50% 1.00% 07/01/27 25,350 24,868 24,906 (2) (3) (4) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development L + 6.50% 1.00% 07/01/27 6,145 (114 ) (108 ) (2) (3) (4) (5) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology 9.00% L + 8.00% 1.00% 12/21/26 46,540 45,355 45,493 (2) (3) (4) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology L + 8.00% 1.00% 12/22/25 7,000 (167 ) (157 ) (2) (3) (5) Total 1st Lien/Senior Secured Debt 2,243,253 2,243,664 2nd Lien/Senior Secured Debt 1.48% Zep Inc. Chemicals 9.25% L + 8.25% 1.00% 08/11/25 $ 15,410 $ 15,376 $ 14,588 (4) Total 2nd Lien/Senior Secured Debt 15,376 14,588 Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology 12.53% S + 7.50% 07/18/28 $ 2,530 $ 1,170 $ 1,119 (2) (3) (4) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 6.75% 07/18/28 1,705 (32 ) (34 ) (2) (3) (4) (5) PDDS Holdco, Inc. (dba Planet DDS) Health Care Technology S + 6.75% 07/18/28 2,530 (23 ) (51 ) (2) (3) (4) (5) Picture Head Midco LLC Entertainment 11.11% S + 6.75% 08/31/23 19,521 19,416 19,130 (2) (3) (4) Pioneer Buyer I, LLC Software 11.72% L + 7.00% PIK 11/01/28 23,810 23,438 23,334 (2) (3) (4) Pioneer Buyer I, LLC Software L + 7.00% 11/01/27 3,900 (63 ) (78 ) (2) (3) (4) (5) Pluralsight, Inc Professional Services 11.83% L + 8.00% 04/06/27 68,747 67,688 67,200 (2) (3) (4) Pluralsight, Inc Professional Services 12.36% L + 8.00% 04/06/27 4,600 2,234 2,196 (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services 9.88% L + 5.50% 08/05/28 16,906 16,623 16,399 (2) (3) (4) Premier Care Dental Management, LLC Health Care Providers & Services 9.88% L + 5.50% 08/05/28 9,172 7,647 7,475 (2) (3) (4) (5) Premier Care Dental Management, LLC Health Care Providers & Services 9.73% L + 5.50% 08/05/27 2,769 880 840 (2) (3) (4) (5) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 10.13% L + 5.75% 01/02/25 16,404 16,269 15,994 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 10.13% L + 5.75% 01/02/25 10,831 10,720 10,560 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 10.13% L + 5.75% 01/02/25 4,580 4,533 4,466 (2) (3) (4) Premier Imaging, LLC (dba Lucid Health) Health Care Providers & Services 10.13% L + 5.75% 01/02/25 10,242 2,832 2,680 (2) (3) (4) (5) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense 10.64% L + 6.25% 07/06/26 40,093 39,438 39,291 (2) (3) (4) Project Eagle Holdings, LLC (dba Exostar) Aerospace & Defense L + 6.50% 07/06/26 3,418 (51 ) (68 ) (2) (3) (4) (5) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 10.67% L + 6.50% 01/30/26 17,147 16,920 16,932 (1) (2) (3) (4) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services 10.67% L + 6.50% 01/30/26 7,015 6,910 6,928 (1) (2) (3) (4) Prophix Software Inc. (dba Pound Bidco) Diversified Financial Services L + 6.50% 01/30/26 3,118 (39 ) (39 ) (1) (2) (4) (5) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 10.23% L + 5.50% 11/01/28 20,543 20,364 19,824 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 10.23% L + 5.50% 11/01/28 1,826 1,810 1,762 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 10.23% L + 5.50% 11/01/28 1,762 1,747 1,701 (2) (3) PT Intermediate Holdings III, LLC (dba Parts Town) Trading Companies & Distributors 10.23% L + 5.50% 11/01/28 1,261 1,250 1,217 (2) (3) Purfoods, LLC Health Care Providers & Services 10.90% L + 6.25% 08/12/26 24,047 23,692 23,505 (2) (3) (4) Purfoods, LLC Health Care Providers & Services 10.88% L + 6.25% 08/12/26 16,233 15,994 15,868 (2) (3) (4) Qualawash Holdings, LLC Commercial Services & Supplies 9.44% L + 5.50% 08/31/26 10,345 10,211 10,138 (2) (3) (4) Qualawash Holdings, LLC Commercial Services & Supplies 9.89% L + 5.50% 08/31/26 2,607 2,123 2,098 (2) (3) (4) (5) Qualawash Holdings, LLC Commercial Services & Supplies L + 5.50% 08/31/26 2,613 (33 ) (52 ) (2) (3) (4) (5) Riverpoint Medical, LLC Health Care Equipment & Supplies 9.73% S + 5.00% 06/21/25 13,477 13,367 13,174 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies 9.73% S + 5.00% 06/21/25 9,548 9,510 9,333 (2) (3) (4) Riverpoint Medical, LLC Health Care Equipment & Supplies S + 5.00% 06/21/25 1,806 (4 ) (41 ) (2) (3) (4) (5) Rodeo Buyer Company (dba Absorb Software) Professional Services 10.63% L + 6.25% 05/25/27 19,155 18,858 18,819 (1) (2) (3) (4) Rodeo Buyer Company (dba Absorb Software) Professional Services 10.49% L + 6.25% 05/25/27 3,065 261 253 (1) (2) (4) (5) Rubrik,Inc. Software 10.75% S + 6.50% 06/10/27 32,242 31,657 31,597 (2) (3) (4) Rubrik,Inc. Software 11.45% S + 7.00% 06/10/27 3,685 1,567 1,493 (2) (3) (4) (5) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 10.44% S + 6.00% 07/06/27 9,851 9,669 9,653 ^ (2) (3) (4) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services S + 6.00% 07/06/27 1,700 (31 ) (34 ) ^ (2) (3) (4) (5) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services S + 6.00% 07/06/27 6,800 (62 ) (136 ) ^ (2) (3) (4) (5) SpendMend, LLC Health Care Providers & Services 10.17% S + 5.75% 03/01/28 12,212 12,023 11,907 (2) (3) (4) The accompanying notes are part of these unaudited consolidated financial statements. 21 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, (in thousands, except unit and per unit amounts) Investment # Industry Initial Par/Shares Cost Fair Footnotes Preferred Stock - 4.14% Broadway Parent, LLC Diversified Financial Services 01/25/21 3,700,000 $ 3,717 $ 4,366 (2) (3) (8) CloudBees, Inc. Software 11/24/21 1,038,917 11,623 11,626 (3) (8) Diligent Corporation Professional Services 04/06/21 4,400 4,290 4,704 (2) (3) (8) Foundation Software Construction & Engineering 08/31/20 912 912 1,027 (2) (3) (8) Governmentjobs.com, Inc. (dba NeoGov) Software 12/02/21 9,549 9,310 9,310 (3) (8) MedeAnalytics, Inc. Health Care Technology 10/09/20 1,825,100 1,825 1,697 (2) (3) (8) WSO2, Inc. IT Services 11/04/21 509,767 8,052 8,052 (3) (8) Total Preferred Stock 39,729 40,782 Common Stock - 1.05% Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 03/10/21 26,555 $ 2,656 $ 2,775 (2) (3) (8) Exostar LLC - Class B Aerospace & Defense 07/06/20 1,424,165 — 1,139 (2) (3) (8) Foundation Software - Class B Construction & Engineering 08/31/20 490,234 — 372 (2) (3) (8) Total Vision LLC Health Care Providers & Services 07/15/21 65,714 1,150 1,183 (2) (3) (8) Volt Bidco, Inc. (aka Power Factors) Independent Power and Renewable Electricity Producers 08/11/21 2,638 2,638 2,774 (2) (3) (8) WhiteWater Holding Company LLC Diversified Consumer Services 12/21/21 21,000 2,100 2,100 (3) (8) Total Common Stock 8,544 10,343 Warrants - 0.17% CloudBees, Inc. Software 11/24/21 300,946 $ 1,666 $ 1,667 (2) (3) (8) Total Warrants 1,666 1,667 Total Investments - 234.59% $ 2,308,568 $ 2,311,044 Investment # Industry Interest Reference Rate Maturity Par/ Cost Fair Footnotes SpendMend, LLC Health Care Providers & Services 10.17% S + 5.75% 03/01/28 $ 5,339 $ 2,093 $ 2,018 (2) (3) (4) (5) SpendMend, LLC Health Care Providers & Services 10.17% S + 5.75% 03/01/28 1,605 189 174 (2) (3) (4) (5) StarCompliance Intermediate, LLC Diversified Financial Services 11.48% L + 6.75% 01/12/27 14,400 14,192 14,184 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services 11.48% L + 6.75% 01/12/27 2,319 2,282 2,285 (2) (3) (4) StarCompliance Intermediate, LLC Diversified Financial Services 11.14% L + 6.75% 01/12/27 2,300 544 540 (2) (4) (5) Sundance Group Holdings, Inc. (dba NetDocuments) Software 10.75% S + 6.25% 07/02/27 37,327 36,867 36,394 (2) (3) (4) Sundance Group Holdings, Inc. (dba NetDocuments) Software 10.75% S + 6.25% 07/02/27 11,198 11,023 10,918 (2) (3) (4) Sundance Group Holdings, Inc. (dba NetDocuments) Software 10.93% S + 6.25% 07/02/27 3,239 3,144 3,158 (3) (4) Sundance Group Holdings, Inc. (dba NetDocuments) Software S + 6.25% 07/02/27 4,479 (53 ) (112 ) (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance 10.73% S + 6.00% 10/09/26 12,009 11,833 11,769 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 10.73% S + 6.00% 10/09/26 7,603 7,495 7,451 (2) (3) (4) Sunstar Insurance Group, LLC Insurance 10.73% S + 6.00% 10/09/26 338 288 284 (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance S + 6.00% 10/09/26 3,503 (53 ) (70 ) (2) (3) (4) (5) Sunstar Insurance Group, LLC Insurance S + 6.00% 10/09/26 18,136 (328 ) (363 ) (2) (3) (4) (5) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering 10.85% L + 6.13% 08/31/27 40,174 39,442 39,370 (2) (3) (4) Superman Holdings, LLC (dba Foundation Software) Construction & Engineering L + 8.00% 08/31/26 5,134 (79 ) (103 ) (2) (4) (5) Sweep Purchaser LLC Commercial Services & Supplies 10.48% L + 5.75% 11/30/26 26,005 25,642 25,550 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 10.35% L + 5.75% 11/30/26 8,256 8,139 8,111 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 10.20% L + 5.75% 11/30/26 6,620 6,523 6,504 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 10.35% L + 5.75% 11/30/26 3,301 3,247 3,244 (2) (3) (4) Sweep Purchaser LLC Commercial Services & Supplies 10.14% L + 5.75% 11/30/26 4,201 700 683 (2) (4) (5) Syntellis Performance Solutions, LLC (dba Axiom) Health Care Technology 10.82% S + 6.50% 08/02/27 37,377 36,565 36,630 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.24% S + 6.00% 08/15/25 16,561 16,363 16,271 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.41% S + 6.00% 08/15/25 8,951 8,823 8,794 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 9.91% S + 5.50% 08/15/25 7,164 7,052 7,039 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.24% S + 6.00% 08/15/25 3,903 3,853 3,835 (2) (3) (4) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.05% S + 5.50% 08/15/25 2,361 1,862 1,847 (2) (3) (4) (5) The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) Health Care Providers & Services 10.20% S + 5.50% 08/15/25 3,947 1,018 985 (2) (3) (4) (5) Thrasio, LLC Internet & Direct Marketing Retail 11.17% L + 7.00% 12/18/26 36,249 35,781 33,712 (2) (3) (4) Thrasio, LLC Internet & Direct Marketing Retail L + 7.00% 12/18/26 13,604 (52 ) (952 ) (2) (3) (4) (5) Total Vision LLC Health Care Providers & Services 10.32% S + 6.00% 07/15/26 15,522 15,256 15,212 (2) (3) (4) Total Vision LLC Health Care Providers & Services 10.60% S + 6.00% 07/15/26 4,552 4,485 4,461 (2) (3) (4) Total Vision LLC Health Care Providers & Services 10.22% S + 6.00% 07/15/26 2,275 2,242 2,230 (2) (3) (4) Total Vision LLC Health Care Providers & Services 10.42% S + 6.00% 07/15/26 9,494 1,009 907 (2) (3) (4) (5) Total Vision LLC Health Care Providers & Services S + 6.00% 07/15/26 1,150 (16 ) (23 ) (2) (3) (4) (5) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 10.48% S + 5.75% 12/21/26 20,037 19,754 19,436 (2) (3) (4) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 10.48% S + 5.75% 12/21/26 6,963 6,893 6,754 (2) (3) (4) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 10.45% S + 5.75% 12/21/26 8,622 4,280 4,084 (2) (3) (4) (5) USN Opco LLC (dba Global Nephrology Solutions) Health Care Providers & Services 10.48% S + 5.75% 12/21/26 2,812 1,767 1,721 (2) (4) (5) Viant Medical Holdings, Inc. Health Care Equipment & Supplies 10.63% L + 6.25% 07/02/25 18,805 18,646 18,100 (2) (3) The accompanying notes are part of these unaudited consolidated financial statements. 22 Goldman Sachs Private Middle Market Credit II LLC (in thousands, except unit and per unit amounts) Investment # Industry Interest Reference Rate Maturity Par/Shares Cost Fair Footnotes Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 11.08% S + 6.50% 08/11/27 $ 31,617 $ 31,082 $ 31,064 (2) (3) (4) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 11.07% S + 6.50% PIK 08/11/27 5,716 3,059 2,959 (2) (3) (4) (5) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers S + 6.50% 08/11/27 3,343 (55 ) (59 ) (2) (3) (4) (5) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies 10.65% L + 5.50% 06/29/27 29,631 29,283 28,668 (2) (3) (4) VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies P + 4.50% 06/29/27 858 (10 ) (28 ) (2) (3) (4) (5) WebPT, Inc. Health Care Technology 11.48% L + 6.75% 01/18/28 12,701 12,369 12,320 (2) (3) (4) WebPT, Inc. Health Care Technology 10.98% L + 6.75% 01/18/28 12,434 12,271 12,061 (2) (3) (4) WebPT, Inc. Health Care Technology 11.26% L + 6.75% 01/18/28 2,146 802 763 (2) (3) (4) (5) WebPT, Inc. Health Care Technology L + 6.75% 01/18/28 2,146 (14 ) (64 ) (2) (3) (4) (5) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services 9.91% L + 5.50% 01/20/27 20,202 19,906 19,899 (2) (3) (4) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services L + 5.50% 01/20/27 2,400 (33 ) (36 ) (2) (4) (5) Wellness AcquisitionCo, Inc. (dba SPINS) IT Services L + 5.50% 01/20/27 3,700 (31 ) (56 ) (2) (3) (4) (5) Whitewater Holding Company LLC Diversified Consumer Services 10.48% L + 5.75% 12/21/27 15,628 15,361 15,198 (2) (3) (4) Whitewater Holding Company LLC Diversified Consumer Services 10.48% L + 5.75% 12/21/27 5,245 5,152 5,101 (2) (3) (4) Whitewater Holding Company LLC Diversified Consumer Services 10.48% L + 5.75% 12/21/27 5,213 5,123 5,069 (2) (3) (4) Whitewater Holding Company LLC Diversified Consumer Services 10.50% L + 5.75% 12/21/27 2,100 700 677 (2) (3) (4) (5) Whitewater Holding Company LLC Diversified Consumer Services 10.54% L + 6.00% 12/21/27 2,900 268 239 (2) (3) (4) (5) WorkForce Software, LLC Software 12.46% L + 7.25% (incl. 3.00% PIK) 07/31/25 11,651 11,524 11,418 (2) (3) (4) WorkForce Software, LLC Software 12.46% L + 7.25% (incl. 3.00% PIK) 07/31/25 8,963 8,850 8,784 (2) (3) (4) WorkForce Software, LLC Software 12.46% L + 7.25% (incl. 3.00% PIK) 07/31/25 2,809 2,768 2,753 (2) (3) (4) WorkForce Software, LLC Software 12.46% L + 7.25% (incl. 3.00% PIK) 07/31/25 2,065 2,042 2,023 (2) (3) (4) WorkForce Software, LLC Software 11.71% L + 6.50% 07/31/25 980 643 634 (2) (3) (4) (5) WSO2, Inc. IT Services 11.80% L + 7.50% (incl. 3.00% PIK) 11/04/26 29,147 28,700 28,856 (2) (3) (4) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development 10.90% S + 6.50% 07/01/27 80,545 80,545 79,740 (2) (3) (4) Zarya Intermediate, LLC (dba iOFFICE) Real Estate Mgmt. & Development S + 6.50% 07/01/27 8,383 — (84 ) (2) (3) (4) (5) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology 12.42% L + 8.00% 12/21/26 46,540 45,553 42,002 (2) (3) (4) Zodiac Intermediate, LLC (dba Zipari) Health Care Technology 12.30% L + 8.00% 12/22/25 7,000 6,873 6,317 (2) (4) Total 1st Lien/Senior Secured Debt 2,610,793 2,561,708 1st Lien/Last-Out Unitranche (7) - 1.47% EDB Parent, LLC (dba Enterprise DB) Software 11.58% S + 7.00% 07/07/28 $ 17,879 $ 17,425 $ 17,432 (2) (3) (4) EDB Parent, LLC (dba Enterprise DB) Software 11.58% S + 7.00% 07/07/28 6,958 985 811 (2) (3) (4) (5) Total 1st Lien/Last-Out Unitranche 18,410 18,243 2nd Lien/Senior Secured Debt 0.75% Zep Inc. Chemicals 12.98% L + 8.25% 08/11/25 $ 15,410 $ 15,384 $ 9,246 (3) Total 2nd Lien/Senior Secured Debt 15,384 9,246 Unsecured Debt 0.45% CivicPlus LLC Software 16.54% S + 11.75% PIK 06/09/34 $ 5,753 $ 5,590 $ 5,552 (2) (3) (4) Total Unsecured Debt 5,590 5,552 The accompanying notes are part of these unaudited consolidated financial statements. 23 Goldman Sachs Private Middle Market Credit II LLC Consolidated Schedule of Investments as of December 31, 2022 (continued) (in thousands, except unit and per unit amounts) Investment # Industry Initial Par/Shares Cost Fair Footnotes Preferred Stock - 3.30% Broadway Parent, LLC Diversified Financial Services 01/25/21 3,700,000 $ 3,718 $ 5,022 (2) (4) (9) CloudBees, Inc. Software 11/24/21 1,038,917 11,623 11,407 (2) (4) (9) Diligent Corporation Professional Services 04/06/21 4,400 4,290 5,152 (2) (4) (9) Foundation Software Construction & Engineering 08/31/20 912 912 1,123 (2) (4) (9) Governmentjobs.com, Inc. (dba NeoGov) Software 12/02/21 9,549 9,310 10,412 (2) (4) (9) MedeAnalytics, Inc. Health Care Technology 10/09/20 1,825,100 1,825 — (2) (4) (9) WSO2, Inc. IT Services 11/04/21 509,767 8,052 7,878 (2) (4) (9) Total Preferred Stock 39,730 40,994 Common Stock - 0.96% Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) Software 03/10/21 26,555 $ 2,655 $ 2,124 (2) (4) (9) Exostar LLC - Class B Aerospace & Defense 07/06/20 1,424,165 — 1,225 (2) (4) (9) Foundation Software - Class B Construction & Engineering 08/31/20 490,234 — 431 (2) (4) (9) Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Diversified Consumer Services 07/06/22 1,000 1,000 1,225 ^ (2) (4) (9) Total Vision LLC Health Care Providers & Services 07/15/21 115,714 2,150 1,971 (2) (4) (9) Volt Bidco, Inc. (dba Power Factors) Independent Power and Renewable Electricity Producers 08/11/21 3,044 3,091 2,765 (2) (4) (9) Whitewater Holding Company LLC Diversified Consumer Services 12/21/21 21,000 2,100 2,162 (2) (4) (9) Total Common Stock 10,996 11,903 Warrants - 0.04% CloudBees, Inc. Software 11/24/21 300,946 $ 1,666 $ 551 (2) (4) (9) Total Warrants 1,666 551 Investments in Affiliated Money Market Fund - 9.88% Goldman Sachs Financial Square Government Fund - Institutional Shares 122,498,973 $ 122,499 $ 122,499 ^^^ (3) (10) Total Investments in Affiliated Money Market Fund 122,499 122,499 Total Investments - 223.35% $ 2,825,068 $ 2,770,696 (+) 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"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("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, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, P was 7.50%, and Canadian Prime rate ("CDN P") was 6.45%. 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, 2022. (++) 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 ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”). # Percentages are based on net assets. ^ 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”. ^^^ 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 part of these unaudited consolidated financial statements. 24 Goldman Sachs Private Middle Market Credit II LLC Notes to the Consolidated Financial Statements (in thousands, except unit and per unit amounts) (Unaudited) 1. ORGANIZATION Goldman Sachs Private Middle Market Credit II LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit II LLC or Goldman Sachs Private Middle Market Credit II LLC, together with its consolidated subsidiaries, as the context may require) was formed on December 20, 2018 as a Delaware limited liability company and commenced operations on April 11, 2019. The Company 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, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019. 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 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. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries. On March 25, 2019 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On February 26, 2020, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an extension of the final date on which the Company accepted Subscription Agreements (the “Final Closing Date”) to September 26, 2020. The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date in the Company’s private offering, provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion. Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of The term of the Company will expire on the five-year anniversary of the expiration of the investment period, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successive one-year periods. Upon the request of the Board of Directors and the approval of a majority-in-interest of the Unitholders, the term of the Company may be further extended. Credit Alternatives GP LLC (the “Initial Member”), an affiliate of the Investment Adviser, made a capital contribution to the Company of one hundred dollars on April 11, 2019 and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on May 3, 2019, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units (the “Initial Drawdown Date”). 25 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s functional currency is U.S. dollars (“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. 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, 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, PMMC II Blocker III LLC, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), PMMC II Blocker IV LLC, PMMC II Blocker V LLC and PMMC II Blocker VI 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 For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Prepayment premiums $ — $ — $ — $ — Accelerated amortization of upfront loan origination fees and unamortized discounts $ 231 $ 80 $ 389 $ 188 For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Prepayment premiums $ — $ 581 $ — $ 1,122 Accelerated amortization of upfront loan origination fees and unamortized discounts $ 2,193 $ 1,699 $ 2,381 $ 4,259 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 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. 26 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. 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 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 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 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 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 27 Money Market Funds Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.” Cash Cash consists of deposits held at a custodian bank. As of Foreign Currency Translation Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD 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 USD 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, if any, are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations. Foreign 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. 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. 28 The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. So long as 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 Unitholders 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 Unitholders. 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 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 Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to common Units 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 Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders 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 Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to 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 Unitholders 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. Deferred Financing Costs Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the 29 3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS Investment Advisory Agreement The Company entered into an investment advisory agreement effective as of February 27, 2019 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities. Management Fee The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to For the three and Incentive Fee Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an Capital (as defined below); The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders. “Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any Investment, to Unitholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions, but is never less than zero. The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates). 30 If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than the Investment Adviser voluntarily terminating the agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all For the three and Expense Limitation Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 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 pays the Administrator fees for its services as it determines For the three and Transfer Agent Fees State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and Affiliates The table below presents the Company’s affiliated investments: Beginning Gross Gross Net Net Change in Ending Dividend, Beginning Gross Gross Net Net Change in Ending Dividend, For the Nine Months Ended September 30, 2022 For the Six Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Non-Controlled Affiliates Goldman Sachs Financial Square Government Fund $ — $ 599,401 $ (533,231 ) $ — $ — $ 66,170 $ 240 $ 122,499 $ 244,645 $ (232,357 ) $ — $ — $ 134,787 $ 3,129 Southeast Mechanical, LLC (dba. SEM Holdings, LLC) 10,708 1,376 (50 ) — 261 12,295 587 Medeanalytics Inc — 6,075 — — — 6,075 — Total Non-Controlled Affiliates $ — $ 599,401 $ (533,231 ) $ — $ — $ 66,170 $ 240 $ 133,207 $ 252,096 $ (232,407 ) $ — $ 261 $ 153,157 $ 3,716 For the Year Ended December 31, 2021 For the Year Ended December 31, 2022 For the Year Ended December 31, 2022 Non-Controlled Affiliates Goldman Sachs Financial Square Government Fund $ — $ 217,139 $ (217,139 ) $ — $ — $ — $ — $ — $ 803,088 $ (680,589 ) $ — $ — $ 122,499 $ 920 Southeast Mechanical, LLC (dba. SEM Holdings, LLC) — 10,625 (49 ) — 132 10,708 493 Total Non-Controlled Affiliates $ — $ 217,139 $ (217,139 ) $ — $ — $ — $ — $ — $ 813,713 $ (680,638 ) $ — $ 132 $ 133,207 $ 1,413 31 Due to Affiliates The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of In certain circumstances, 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. 4. INVESTMENTS The Company’s investments (excluding investments in money market funds, if any) consisted of the following: September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 Investment Type Cost Fair Value Cost Fair Value Cost Fair Value Cost Fair Value 1st Lien/Senior Secured Debt $ 2,669,359 $ 2,640,206 $ 2,243,253 $ 2,243,664 $ 2,626,489 $ 2,579,587 $ 2,610,793 $ 2,561,708 1st Lien/Last-Out Unitranche 17,412 17,521 — — 19,531 19,326 18,410 18,243 2nd Lien/Senior Secured Debt 15,382 12,328 15,376 14,588 15,389 8,476 15,384 9,246 Unsecured Debt 5,585 5,581 — — 6,569 6,566 5,590 5,552 Preferred Stock 39,730 38,601 39,729 40,782 37,905 44,421 39,730 40,994 Common Stock 10,996 11,487 8,544 10,343 10,996 13,440 10,996 11,903 Warrants 1,666 421 1,666 1,667 1,666 406 1,666 551 Total investments $ 2,760,130 $ 2,726,145 $ 2,308,568 $ 2,311,044 $ 2,718,545 $ 2,672,222 $ 2,702,569 $ 2,648,197 32 The industry composition of the Company’s investments at fair value and net assets was as follows: September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 Industry Fair Value Net Assets Fair Value Net Assets Fair Value Net Assets Fair Value Net Assets Software 16.6 % 36.9 % 16.2 % 37.9 % 16.8 % 35.7 % 16.3 % 34.6 % Health Care Providers & Services 15.3 33.9 14.3 33.5 16.5 34.8 16.1 34.4 Health Care Technology 14.0 31.1 14.6 34.2 10.9 23.1 12.0 25.5 Diversified Financial Services 10.2 22.8 7.1 16.6 10.7 22.5 10.6 22.7 Professional Services 8.5 18.9 9.5 22.4 10.5 22.2 10.5 22.3 Real Estate Mgmt. & Development 6.5 13.8 6.5 13.8 Diversified Consumer Services 7.3 16.3 7.0 16.5 5.5 11.7 5.5 11.8 Real Estate Mgmt. & Development 6.3 14.0 7.8 18.3 IT Services 3.7 8.1 3.5 8.3 4.1 8.7 4.1 8.7 Commercial Services & Supplies 3.1 7.0 3.1 7.2 2.9 6.0 3.3 7.0 Health Care Equipment & Supplies 2.3 5.2 2.4 5.6 2.4 5.1 2.4 5.1 Entertainment 1.7 3.8 2.0 4.8 1.7 3.7 1.7 3.7 Construction & Engineering 1.5 3.3 1.8 4.2 1.7 3.5 1.5 3.3 Aerospace & Defense 1.5 3.3 1.8 4.1 1.5 3.2 1.5 3.3 Independent Power and Renewable Electricity Producers 1.5 3.1 1.4 3.0 Transportation Infrastructure 1.4 3.1 1.7 4.0 1.4 2.9 1.4 3.0 Internet & Direct Marketing Retail 1.3 2.9 1.6 3.7 1.2 2.6 1.2 2.6 Independent Power and Renewable Electricity Producers 1.3 2.8 1.0 2.4 Hotels, Restaurants & Leisure 1.2 2.6 1.3 3.2 1.2 2.6 1.2 2.6 Trading Companies & Distributors 0.9 2.0 0.9 2.2 0.9 1.9 0.9 2.0 Insurance 0.7 1.6 0.9 2.0 0.9 1.9 0.7 1.5 Pharmaceuticals 0.6 1.2 0.6 1.2 Chemicals 0.7 1.5 0.9 2.1 0.6 1.2 0.6 1.3 Pharmaceuticals 0.5 1.2 0.6 1.4 Total 100.0 % 222.3 % 100.0 % 234.6 % 100.0 % 211.4 % 100.0 % 213.4 % The geographic composition of the Company’s investments at fair value was as follows: Geographic September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 United States 97.4 % 97.2 % 96.8 % 97.0 % Canada 1.9 2.2 2.2 2.2 United Kingdom 0.7 0.6 1.0 0.8 Total 100.0 % 100.0 % 100.0 % 100.0 % 33 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 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. 34 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 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 tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of Level 3 Instruments Fair Valuation Significant Range(4) of Significant Weighted Fair Valuation Significant Range(4) of Significant Weighted As of September 30, 2022 As of June 30, 2023 Bank Loans, Corporate Debt, and Other Debt Obligations Bank Loans, Corporate Debt, and Other Debt Obligations Bank Loans, Corporate Debt, and Other Debt Obligations 1st Lien/Senior Secured Debt $ 2,427,288 Discounted cash flows Discount Rate 9.4% - 19.2% 10.9% 1st Lien/Senior Secured $ 2,433,993 Discounted cash flows Discount Rate 9.2% - 24.8% 11.1% 6,075 Comparable multiples EV/Revenue — 0.5x 1st Lien/Last-Out Unitranche 19,326 Discounted cash flows Discount Rate — 11.8% Unsecured Debt $ 5,581 Discounted cash flows Discount Rate — 17.3% 6,566 Discounted cash flows Discount Rate — 17.2% Equity Preferred Stock $ 18,277 Comparable multiples EV/EBITDA(6) 14.4x — 28.0x 25.8x $ 20,635 Comparable multiples EV/EBITDA(6) 14.1x - 33.6x 28.4x $ 20,324 Comparable multiples EV/Revenue 4.1x — 4.9x 4.2x 23,786 Comparable multiples EV/Revenue 3.8x - 4.5x 4.0x Common Stock $ 7,595 Comparable multiples EV/EBITDA(6) 10.0x — 18.3x 14.8x 10,125 Comparable multiples EV/EBITDA(6) 9.3x - 19.0x 13.5x $ 2,892 Comparable multiples EV/Revenue — 17.0x 3,315 Comparable multiples EV/Revenue — 15.5x Warrants $ 421 Comparable multiples EV/Revenue — 4.1x 406 Comparable multiples EV/Revenue — 3.8x As of December 31, 2021 As of December 31, 2022 Bank Loans, Corporate Debt, and Other Debt Obligations Bank Loans, Corporate Debt, and Other Debt Obligations Bank Loans, Corporate Debt, and Other Debt Obligations 1st Lien/Senior Secured Debt $ 1,675,447 Discounted cash flows Discount Rate 7.1% — 22.5% 8.6% 1st Lien/Senior Secured $ 2,389,612 Discounted cash flows Discount Rate 7.8% - 19.7% 10.9% 34,552 Comparable multiples EV/Revenue — 2.3x 1st Lien/Last-Out Unitranche 18,243 Discounted cash flows Discount Rate — 10.9% Unsecured Debt 5,552 Discounted cash flows Discount Rate — 17.3% Equity Preferred Stock $ 9,611 Comparable multiples EV/EBITDA(6) 10.5x — 26.8x 21.5x $ 19,198 Comparable multiples EV/EBITDA(6) 14.4x - 29.7x 27.1x $ 2,183 Comparable multiples EV/Revenue — 5.7x 21,796 Comparable multiples EV/Revenue 4.0x - 7.3x 4.6x Common Stock $ 5,469 Comparable multiples EV/EBITDA(6) 11.0x — 19.2x 15.5x 9,138 Comparable multiples EV/EBITDA(6) 9.1x - 18.3x 13.9x $ 2,774 Comparable multiples EV/Revenue — 18.9x 2,765 Comparable multiples EV/Revenue — 15.2x Warrants $ 1,667 Comparable multiples EV/Revenue — 8.2x 551 Comparable multiples EV/Revenue — 4.0x As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of 36 The following is a summary of the Company’s assets categorized within the fair value hierarchy: September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 Assets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 1st Lien/Senior Secured Debt $ — $ 59,931 $ 2,580,275 $ 2,640,206 $ — $ 60,163 $ 2,183,501 $ 2,243,664 $ — $ 86,862 $ 2,492,725 $ 2,579,587 $ — $ 60,031 $ 2,501,677 $ 2,561,708 1st Lien/Last-Out Unitranche — — 17,521 17,521 — — — — — — 19,326 19,326 — — 18,243 18,243 2nd Lien/Senior Secured Debt — — 12,328 12,328 — 14,588 — 14,588 — 8,476 — 8,476 — 9,246 — 9,246 Unsecured Debt — — 5,581 5,581 — — — — — — 6,566 6,566 — — 5,552 5,552 Preferred Stock — — 38,601 38,601 — — 40,782 40,782 — — 44,421 44,421 — — 40,994 40,994 Common Stock — — 11,487 11,487 — — 10,343 10,343 — — 13,440 13,440 — — 11,903 11,903 Warrants — — 421 421 — — 1,667 1,667 — — 406 406 — — 551 551 Investments in Affiliated Money Market Fund 66,170 — — 66,170 — — — — 134,787 — — 134,787 122,499 — — 122,499 Total $ 66,170 $ 59,931 $ 2,666,214 $ 2,792,315 $ — $ 74,751 $ 2,236,293 $ 2,311,044 $ 134,787 $ 95,338 $ 2,576,884 $ 2,807,009 $ 122,499 $ 69,277 $ 2,578,920 $ 2,770,696 The below table presents a summary of changes in fair value of Level 3 assets by investment type: Assets Beginning Purchases(1) Net Net Change in Sales and Net Transfers Transfers Ending Balance Net Change in Beginning Purchases(1) Net Net Change in Sales and Net Transfers Transfers Ending Balance Net Change in For the Nine Months Ended September 30, 2022 For the Six Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 1st Lien/Senior Secured Debt $ 2,183,501 $ 643,017 $ (5,326 ) $ (27,759 ) $ (222,152 ) $ 8,994 $ — $ — $ 2,580,275 $ (33,780 ) $ 2,501,677 $ 104,267 $ (35,527 ) $ 1,460 $ (59,579 ) $ 4,931 $ — $ (24,504 ) $ 2,492,725 $ (6,621 ) 1st Lien/Last-Out Unitranche - 17,400 — 109 — 12 — — 17,521 109 18,243 1,083 — (38 ) — 38 — — 19,326 (39 ) 2nd Lien/Senior Secured Debt — — — (2,266 ) — 6 14,588 — 12,328 (2,266 ) — — — — — — — — — — Unsecured Debt — 5,580 — (4 ) — 5 — — 5,581 (4 ) 5,552 981 — 35 — (2 ) — — 6,566 36 Preferred Stock 40,782 — — (2,181 ) — — — — 38,601 (2,181 ) 40,994 — (1,825 ) 5,252 — — — — 44,421 3,427 Common Stock 10,343 2,452 — (1,308 ) — — — — 11,487 (1,308 ) 11,903 — — 1,537 — — — — 13,440 1,537 Warrants 1,667 — — (1,246 ) — — — — 421 (1,246 ) 551 — — (145 ) — — — — 406 (145 ) Total assets $ 2,236,293 $ 668,449 $ (5,326 ) $ (34,655 ) $ (222,152 ) $ 9,017 $ 14,588 $ — $ 2,666,214 $ (40,676 ) $ 2,578,920 $ 106,331 $ (37,352 ) $ 8,101 $ (59,579 ) $ 4,967 $ — $ (24,504 ) $ 2,576,884 $ (1,805 ) For the Nine Months Ended September 30, 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2022 1st Lien/Senior $ 1,104,625 $ 954,158 $ 51 $ 10,938 $ (236,297 ) $ 7,254 $ — $ (18,714 ) $ 1,822,015 $ 11,749 $ 2,183,501 $ 404,048 $ (5,325 ) $ (8,672 ) $ (67,097 ) $ 4,453 $ — $ — $ 2,510,908 $ (16,263 ) 2nd Lien/Senior Secured Debt — — — (1,493 ) — 4 14,588 — 13,099 (1,493 ) Unsecured Debt — 5,580 — — — — — — 5,580 — Preferred Stock 3,716 8,007 94 550 (1,005 ) — — — 11,362 590 40,782 — — (1,927 ) — — — — 38,855 (1,927 ) Common Stock 357 6,444 — 1,112 — — — — 7,913 1,112 10,343 1,452 — (1,017 ) — — — — 10,778 (1,017 ) Warrants 1,667 — — (999 ) — — — — 668 (999 ) Total assets $ 1,108,698 $ 968,609 $ 145 $ 12,600 $ (237,302 ) $ 7,254 $ — $ (18,714 ) $ 1,841,290 $ 13,451 $ 2,236,293 $ 411,080 $ (5,325 ) $ (14,108 ) $ (67,097 ) $ 4,457 $ 14,588 $ — $ 2,579,888 $ (21,699 ) 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 37 6. DEBT On May 2, 2019, 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 The Company’s outstanding debt was as follows: September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 Aggregate Amount Carrying Aggregate Amount Carrying Aggregate Amount Carrying Aggregate Amount Carrying MUFG Revolving Credit Facility(1) $ 137,000 $ 38,000 $ 99,000 $ 292,000 — $ 292,000 $ 50,050 $ 14,550 35,500 $ 91,000 91,000 $ — JPM Revolving Credit Facility(2) 1,650,000 184,721 1,463,697 1,250,000 216,586 1,033,737 1,650,000 184,721 1,466,187 1,650,000 184,721 1,465,196 Total debt $ 1,787,000 $ 222,721 $ 1,562,697 $ 1,542,000 $ 216,586 $ 1,325,737 $ 1,700,050 $ 199,271 $ 1,501,687 $ 1,741,000 $ 275,721 $ 1,465,196 The combined weighted average interest rates of the aggregate borrowings outstanding for the MUFG Revolving Credit Facility The Company entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was Proceeds from the MUFG Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions). Under the MUFG Revolving Credit Facility, the Company has the ability to elect, for loans denominated in U.S. Dollars, either Term SOFR with a one-, three- or, if available, six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the MUFG Revolving Credit Facility is (A) Amounts drawn under the MUFG Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the MUFG Revolving Credit Facility. In addition, any transfer of Units from a Unitholder whose undrawn commitments are included in the Borrowing Base to a Unitholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations. 38 The MUFG Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the MUFG Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to the Company. The MUFG Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of Unitholders’ ownership interest in the Units. The MUFG Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. Costs of The below table presents the summary information of the MUFG Revolving Credit Facility: For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Borrowing interest expense $ 2,007 $ 2,037 $ 6,126 $ 7,131 $ 909 $ 2,213 $ 1,295 $ 4,119 Facility fees 9 59 13 190 16 4 105 4 Amortization of financing costs 198 317 760 1,803 200 242 389 562 Total $ 2,214 $ 2,413 $ 6,899 $ 9,124 $ 1,125 $ 2,459 $ 1,789 $ 4,685 Weighted average interest rate 4.51 % 2.59 % 3.30 % 2.60 % 7.61 % 3.19 % 7.44 % 2.91 % Average outstanding balance $ 176,446 $ 311,822 $ 248,513 $ 366,807 $ 47,901 $ 278,363 $ 35,133 $ 285,144 JPM Revolving Credit Facility On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to of the JPM Revolving Credit Facility, subject to a SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV. In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable. As of June 30, 2023, the Company was in compliance with these covenants. 39 Costs of The below table presents the summary information of the JPM Revolving Credit Facility: For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Borrowing interest expense $ 18,408 $ 5,885 $ 38,748 $ 11,664 $ 27,747 $ 11,439 $ 55,067 $ 20,340 Facility fees 505 431 1,535 889 460 524 922 1,031 Amortization of financing costs 642 380 1,728 852 634 570 1,261 1,085 Total $ 19,555 $ 6,696 $ 42,011 $ 13,405 $ 28,841 $ 12,533 $ 57,250 $ 22,456 Weighted average interest rate 5.05 % 3.29 % 4.04 % 3.32 % 7.59 % 3.64 % * 7.58 % 3.43 % Average outstanding balance $ 1,445,845 $ 710,341 $ 1,280,842 $ 469,725 $ 1,465,840 $ 1,260,324 * $ 1,465,569 $ 1,196,973 7. COMMITMENTS AND CONTINGENCIES Capital Commitments The Company had aggregate capital commitments and undrawn capital commitments from investors as follows: September 30, 2022 December 31, 2021 Capital Unfunded % of Capital Capital Unfunded % of Capital Common Units $ 1,475,812 $ 221,372 85 % $ 1,475,812 $ 472,260 68 % June 30, 2023 December 31, 2022 Capital Unfunded % of Capital Capital Unfunded % of Capital Common Units $ 1,475,812 $ 132,823 91 % $ 1,475,812 $ 147,581 90 % Portfolio Company Commitments The Company may enter into investment commitments to fund investments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of Unfunded Commitment Balances(1) June 30, 2023 December 31, 2022 1st Lien/Senior Secured Debt 1272775 B.C. LTD. (dba Everest Clinical Research) $ 34 $ 150 Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) 385 1,764 Acquia, Inc. 425 796 Admiral Buyer, Inc. (dba Fidelity Payment Services) 8,840 8,840 Apptio, Inc. 538 308 AQ Helios Buyer, Inc. (dba SurePoint) 5,395 8,020 Assembly Intermediate LLC 8,381 6,785 Bigchange Group Limited 3,003 3,121 Broadway Technology, LLC 1,010 1,010 BSI3 Menu Buyer, Inc (dba Kydia) 1,924 1,924 Bullhorn, Inc. 693 374 Businessolver.com, Inc. 4,141 4,141 Capitol Imaging Acquisition Corp. 9,170 1,926 CFS Management, LLC (dba Center for Sight Management) 618 618 Checkmate Finance Merger Sub, LLC 2,831 2,831 Chronicle Bidco Inc. (dba Lexitas) 2,684 3,676 CivicPlus LLC 912 1,112 Clearcourse Partnership Acquireco Finance Limited 3,137 3,730 CloudBees, Inc. 665 665 Coding Solutions Acquisition, Inc. 5,201 5,628 CorePower Yoga LLC 633 422 DECA Dental Holdings LLC 4,759 4,863 Diligent Corporation 1,821 2,452 Eptam Plastics, Ltd. 136 1,228 ESO Solutions, Inc 1,317 3,292 Experity, Inc. 2,332 3,023 Fullsteam Operations LLC 41,398 2,761 Gainsight, Inc. 1,380 4,830 GHA Buyer Inc. (dba Cedar Gate) 1,749 1,749 Unfunded Commitment Balances(1) September 30, 2022 December 31, 2021 1st Lien/Senior Secured Debt 1272775 B.C. LTD. (dba Everest Clinical Research) $ 421 $ 1,059 Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) 2,314 3,694 Acquia, Inc. 1,144 1,933 Admiral Buyer, Inc. (dba Fidelity Payment Services) 8,840 — Apptio, Inc. 462 462 AQ Helios Buyer, Inc. (dba SurePoint) 9,165 12,903 Assembly Intermediate LLC 9,578 11,574 Bigchange Group Limited 3,294 3,993 Broadway Technology, LLC 1,010 — BSI3 Menu Buyer, Inc (dba Kydia) 1,924 — Bullhorn, Inc. 374 2,373 Businessolver.com, Inc. 4,529 4,529 Capitol Imaging Acquisition Corp. 4,585 9,170 CFS Management, LLC (dba Center for Sight Management) 618 2,393 Checkmate Finance Merger Sub, LLC 2,831 2,831 Chronicle Bidco Inc. (dba Lexitas) 3,676 5,521 CivicPlus LLC 1,112 3,217 Clearcourse Partnership Acquireco Finance Limited 3,739 — CloudBees, Inc. 665 11,620 Coding Solutions Acquisition, Inc. 5,725 — CORA Health Holdings Corp 7,744 8,092 CorePower Yoga LLC 633 633 CST Buyer Company (dba Intoxalock) 1,291 1,291 DECA Dental Holdings LLC 5,484 6,208 Diligent Corporation 1,751 7,508 Elemica Parent, Inc. 113 207 Eptam Plastics, Ltd. 1,365 409 ESO Solutions, Inc 3,292 3,292 Everest Clinical Research Corporation 5,341 — Experity, Inc. 3,023 3,023 Unfunded Commitment Balances(1) Unfunded Commitment Balances(1) September 30, 2022 December 31, 2021 June 30, 2023 December 31, 2022 Fullsteam Operations LLC $ 2,761 $ 14,785 Gainsight, Inc. 4,830 4,830 GHA Buyer Inc. (dba Cedar Gate) 146 1,166 GovDelivery Holdings, LLC (dba Granicus, Inc.) 3,707 3,707 $ 1,613 $ 1,553 Governmentjobs.com, Inc. (dba NeoGov) 17,506 17,506 15,914 17,506 GS AcquisitionCo, Inc. (dba Insightsoftware) 1,736 3,889 609 914 HealthEdge Software, Inc. 14,355 16,420 11,900 11,900 Helios Buyer, Inc. (dba Heartland) 8,975 8,756 6,115 6,775 Honor HN Buyer, Inc 29,948 16,415 13,630 29,948 HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) 1,530 2,186 689 1,093 HumanState Limited (dba PayProp) 470 447 iCIMS, Inc. 13,789 — 12,416 13,789 Intelligent Medical Objects, Inc. 3,918 — 3,360 3,821 Kaseya Inc. 2,020 — 1,706 2,020 LS Clinical Services Holdings, Inc (dba CATO) 1,397 1,995 MerchantWise Solutions, LLC (dba HungerRush) 6,337 — 4,129 4,100 Millstone Medical Outsourcing, LLC 1,665 1,932 1,732 1,599 MMIT Holdings, LLC (dba Managed Markets Insight & Technology) 4,433 4,702 MRI Software LLC 5,329 1,143 2,427 4,381 NFM & J, L.P. (dba the Facilities Group) 7,172 10,110 4,125 5,455 One GI LLC 8,925 11,764 38 3,284 PDDS Holdco, Inc. (dba Planet DDS) 6,765 — 12,456 5,595 Pioneer Buyer I, LLC 3,900 3,900 3,900 3,900 Pluralsight, Inc 4,600 4,600 2,300 2,300 Premier Care Dental Management, LLC 4,191 9,056 2,769 3,268 Premier Imaging, LLC (dba Lucid Health) 7,305 10,270 7,305 7,305 Project Eagle Holdings, LLC (dba Exostar) 3,418 3,418 3,418 3,418 Prophix Software Inc. (dba Pound Bidco) 3,118 3,118 3,118 3,118 Qualawash Holdings, LLC 4,037 — Riverpoint Medical, LLC 1,806 1,806 1,625 1,806 Rodeo Buyer Company (dba Absorb Software) 3,065 3,065 1,839 2,758 Rubrik,Inc. 3,012 — Rubrik, Inc. 1,027 2,118 Southeast Mechanical, LLC (dba. SEM Holdings, LLC) 8,500 — 7,140 8,500 SpendMend, LLC 4,579 — 4,037 4,579 StarCompliance Intermediate, LLC 1,725 2,300 1,633 1,725 Sundance Group Holdings, Inc. (dba NetDocuments) 12,616 14,333 3,434 4,479 Sunstar Insurance Group, LLC 21,071 2,693 17,228 21,687 Superman Holdings, LLC (dba Foundation Software) 5,134 5,134 6,086 5,134 Sweep Purchaser LLC 4,201 6,190 1,092 3,445 The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) 7,868 7,249 3,187 3,365 Thrasio, LLC 13,604 13,604 Total Vision LLC 9,548 1,150 7,800 9,548 USN Opco LLC (dba Global Nephrology Solutions) 6,688 3,339 5,287 5,287 Volt Bidco, Inc. (dba Power Factors) 6,822 3,953 4,068 6,000 VRC Companies, LLC (dba Vital Records Control) 730 3,455 858 858 WebPT, Inc. 3,709 16,096 2,575 3,464 Wellness AcquisitionCo, Inc. (dba SPINS) 6,100 2,400 6,100 6,100 Whitewater Holding Company LLC 4,573 8,688 3,050 3,968 WorkForce Software, LLC 1,011 — 980 327 Zarya Intermediate, LLC (dba iOFFICE) 8,383 6,145 7,186 8,383 Zodiac Intermediate, LLC (dba Zipari) 7,000 7,000 Aria Systems, Inc. — 1,720 Convene 237 Park Avenue, LLC (dba Convene) — 3,200 Cordeagle US Finco, Inc. (dba Condeco) — 10,460 PT Intermediate Holdings III, LLC (dba Parts Town) — 1,780 Purfoods, LLC — 6,150 CORA Health Holdings Corp — 7,744 Qualawash Holdings, LLC — 3,070 Thrasio, LLC — 13,604 Total 1st Lien/Senior Secured Debt $ 415,601 $ 395,513 $ 317,883 $ 347,477 1st Lien/Last-Out Unitranche EDB Parent, LLC (dba Enterprise DB) $ 6,958 $ — $ 4,890 $ 5,973 Total 1st Lien/Last-Out Unitranche $ 6,958 — $ 4,890 $ 5,973 Total $ 422,559 $ 395,513 $ 322,773 $ 353,450 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. 8. MEMBERS’ CAPITAL Capital Drawdowns The following table summarizes the Unit Issue Date Units Issued Proceeds Received For the Six Months Ended June 30, 2023 May 30, 2023 160,166 $ 14,758 Total capital drawdowns 160,166 $ 14,758 For the Six Months Ended June 30, 2022 June 21, 2022 1,069,872 $ 103,307 Total capital drawdowns 1,069,872 $ 103,307 Distributions Unit Issue Date Units Issued Proceeds Received For the Nine Months Ended September 30, 2022 June 21, 2022 1,069,872 $ 103,307 August 23, 2022 1,564,324 147,581 Total capital drawdowns 2,634,196 $ 250,888 For the Nine Months Ended September 30, 2021 June 28, 2021 1,126,459 $ 110,686 August 13, 2021 1,224,208 118,065 September 17, 2021 1,518,480 147,581 Total capital drawdowns 3,869,147 376,332 The following table reflects the distributions declared on the Company’s common Units: Date Declared Record Date Payment Date Amount Per Unit For the Nine Months Ended September 30, 2022 March 2, 2022 April 4, 2022 April 29, 2022 $ 2.90 May 3, 2022 July 5, 2022 July 29, 2022 $ 2.72 For the Nine Months Ended September 30, 2021 February 24, 2021 April 5, 2021 April 29, 2021 $ 2.82 May 5, 2021 July 5, 2021 July 30, 2021 $ 2.64 August 4, 2021 October 5, 2021 October 28, 2021 $ 2.51 Date Declared Record Date Payment Date Amount Per Unit For the Six Months to June 30, 2023 May 3, 2023 May 8, 2023 May 25, 2023 $ 3.03 For the Six Months Ended June 30, 2022 March 2, 2022 April 4, 2022 April 29, 2022 $ 2.90 May 3, 2022 July 5, 2022 July 29, 2022 $ 2.72 9. EARNINGS PER UNIT The following information sets forth the computation of basic and diluted earnings per unit: For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended September 30, September 30, September 30, September 30, June 30, June 30, June 30, June 30, Net increase in Members’ Capital from operations $ 15,375 $ 25,505 $ 51,329 $ 62,104 $ 42,811 $ 13,327 $ 50,533 $ 35,954 Weighted average units outstanding 12,029,671 8,437,071 10,919,869 7,117,107 Weighted average Units outstanding 13,750,906 10,414,230 13,722,900 10,355,771 Basic and diluted earnings per unit $ 1.28 $ 3.02 $ 4.70 $ 8.73 $ 3.11 $ 1.28 $ 3.68 $ 3.47 Diluted earnings per unit equal basic earnings per unit because there were no common unit equivalents outstanding during the period presented. 10. FINANCIAL HIGHLIGHTS The below table presents the schedule of financial highlights of the Company: For the Nine Months Ended For the Six Months Ended September 30, 2022 September 30, 2021 June 30, 2023 June 30, 2022 Per Unit Data:(1) NAV, beginning of period $ 95.68 $ 95.37 $ 90.58 $ 95.68 Net investment income 8.25 6.69 5.94 5.26 Net realized and unrealized gains (losses)(2) (3.46 ) 1.83 (2.18 ) (1.74 ) Income tax provision, realized and unrealized gains — (0.01 ) (0.06 ) (0.01 ) Net increase in Members’ Capital from operations(2) $ 4.79 $ 8.51 $ 3.70 $ 3.51 Distributions declared from net investment income (5.62 ) (5.46 ) (3.03 ) (2.90 ) Total increase (decrease) in Members’ Capital $ (0.83 ) $ 3.05 $ 0.67 $ 0.61 NAV, end of period $ 94.85 $ 98.42 $ 91.25 $ 96.29 Units outstanding, end of period 12,930,858 10,296,662 13,854,750 11,366,534 Weighted average units outstanding 10,919,869 7,117,107 13,722,900 10,355,771 Total return based on NAV(3) 5.01 % 8.92 % 4.08 % 3.67 % Supplemental Data/Ratio(4): Supplemental Data/Ratio:(4) Members’ Capital, end of period $ 1,226,549 $ 1,013,447 $ 1,264,301 $ 1,094,510 Ratio of net expenses to average Members’ Capital 9.00 % 8.82 % Ratio of expenses (without incentive fees and interest and other debt expenses) 1.93 % 2.15 % 1.89 % 1.98 % Ratio of interest and other debt expenses to average Members’ Capital 6.21 % 4.33 % 9.53 % 5.45 % Ratio of incentive fees to average Members’ Capital 0.86 % 2.34 % 0.71 % 0.63 % Ratio of total expenses to average Members’ Capital 9.00 % 8.82 % 12.13 % 8.06 % Ratio of net investment income to average Members’ Capital 11.74 % 9.92 % 13.90 % 11.58 % Portfolio turnover 9 % 20 % 2 % 3 % 42 11. SUBSEQUENT EVENTS Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the On 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 Middle Market Credit II LLC OVERVIEW We are a specialty finance company focused on lending to middle-market companies. We are a 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 have elected to be treated “Unitranche” loans are first lien loans that extend deeper in a We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to We may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act. 44 While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights. For a discussion of the competitive landscape we face, please see KEY COMPONENTS OF OPERATIONS Investments Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make. As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), Revenues We generate revenues in the form of interest income on debt investments and, to a lesser extent, 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 payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes 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 client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. 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. 45 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.impact of the coronavirus ("COVID-19") pandemic or any future pandemic or epidemic on our businesscapital markets, market conditions, and our portfolio companies, including our and their ability to access capital and liquidity;the COVID-19any pandemic or any future pandemic or epidemic;BDC and as a regulated investment company (“RIC”)BDC;;2022;SeptemberJune 30, 20222023
Rate (+)
Spread (+)
(++)
Value
Rate (2)
Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
(++)
Value
Rate (2)
and Spread (2)
Value
Limited
LimitedSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
(++)
Value
Rate (2)
and Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
(++)
Value
Rate (2)
and Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
(++)
Value
Rate (2)
and Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
Shares (++)
Value
Rate (2)
and Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Rate (+)
and Spread (+)
(++)
Value
Rate (2)
and Spread (2)
ValueSeptemberJune 30, 20222023 (continued)
Acquisition
Date(6)
(++)
Value(+)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"), SOFR including SOFR adjustment, if any,("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower’s option, which reset periodically based on the terms of the credit agreement. L, S and SN loans are typically indexed to 12 month, 6 month, 3 month or 1 month L, S or SN rates. As of September 30, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 4.78%, 4.23%, 3.75% and 3.14%, respectively. As of September 30, 2022, 1 month S was 2.47%, 3 month S was 2.13%, 3 month SN was 1.47%, P was 6.25% and Canadian Prime rate ("CDN P") was 5.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2022.(++)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 ("$") unless otherwise noted, Great British Pound ("GBP"), or Canadian Dollar (“CAD”).#Percentages are based on net assets.^^^The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.(1)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 September 30, 2022, the aggregate fair value of these securities is $121,799or 4.28% of the Company’s total assets.(2)Represent co-investments made with the Company’s affiliates 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”.(3)All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.(4)The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.(5)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”.(6)Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of September 30, 2022, the aggregate fair value of these securities is $50,509 or 4.12% of the Company's net assets. The initial acquisition dates have been included for such securities.(7)Non-income producing security.(8)The annualized seven-day yield as of September 30, 2022 is 2.90%.(9)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.PIKPayment-In-Kind
Acquisition
Date(12)
ValueGoldman Sachs Private Middle Market Credit II LLCConsolidated ScheduleInvestmentsloss, 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.December 31, 2021June 30, 2023 is 5.02%.(in thousands, except unit and per unit amounts)
Rate (+)
Spread (+)
(+)
(++)
Value20212022 (continued)
Rate (+)
and Spread (+)
(+)
(++)
Value
Rate (+)
Spread (+)
(++)
Value20212022 (continued) (continued)
Rate (+)
and Spread (+)
(+)
(++)
Value
Rate (+)
and Spread (+)
(++)
Value20212022 (continued) (continued)
Rate (+)
and Spread (+)
(+)
(++)
Value
Rate (+)
and Spread (+)
(++)
Value20212022 (continued) (continued)
Rate (+)
and Spread (+)
(+)
(++)
Value
Rate (+)
and Spread (+)
(++)
Value20212022 (continued) (continued)
Rate (+)
and Spread (+)
(+)
(++)
Value
Rate (+)
and Spread (+)
(++)
Value20212022 (continued) (continued)
Acquisition
Date(7)
(++)
Value
Rate (+)
and Spread (+)
Shares (++)
Value(+)Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. 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"), SOFR ("S"), or alternate base rate (commonly based on the U.S. Prime Rate ("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, 2 month, 1 month or 1 week L or S rates. As of December 31, 2021, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.58%, 0.34%, 0.21%, 0.15%, 0.10% and 0.08%, respectively. As of December 31, 2021, 3 month S was 0.05%, P was 3.25%, and Canadian Prime rate ("CDN P") was 2.45%. 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, 2021.(++)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 ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”).#Percentages are based on net assets.(1)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, 2021, the aggregate fair value of these securities is $132,095 or 5.56% of the Company’s total assets.(2)The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.(3)Represent co-investments made with the Company’s affiliates 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”.(4)All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.(5)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”.(6)The investment is on non-accrual status. See Note 2 "Significant Accounting Policies”.(7)Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $52,792 or 5.36% of the Company's net assets. The initial acquisition dates have been included for such securities.(8)Non-income producing security.PIKPayment-In-KindNotes to the Consolidated Financial StatementsSchedule of Investments as of December 31, 2022 (continued)(Unaudited)
Rate (+)
and Spread (+)
(++)
Value
Acquisition
Date(8)
(++)
Valuelast outlast-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.GSAMGoldman Sachs Asset Management's Private Credit Team (the “BDC Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).232021,2022, included in the Company’s annual report on Form 10-K, which was filed with the SECU.S. Securities and Exchange Commission (the "SEC") on March 4, 2022.2, 2023. The results for the three and ninesix months ended SeptemberJune 30, 20222023 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.Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.accountAccount (as defined below) managed by the Investment Adviser.24SeptemberJune 30, 2022, the Company did not have any investments on non-accrual status. As of December 31, 2021,2023, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.7%0.2% and 1.3%0.2% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value. As of December 31, 2022, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.5% and 1.3% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value.Investmentspricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.25services orsources. 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 these market quotationsprices 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 servicessources 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.valuation designee,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:ValuationValuation 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 provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers.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;divisiongroup 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;26CashSeptemberJune 30, 20222023 and December 31, 2021,2022, the Company held $17,931$4,138 and $31,602$36,657 in cash. Foreign currency of $41$604 and $324$534 (acquisition cost of $45$601 and $383)$544) is included in cash as of SeptemberJune 30, 20222023 and December 31, 2021.2022.securitysecurities 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 to be more volatile than those of comparable U.S. companies or U.S. government securities.obtains and maintains its statusqualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders 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 Unitholders and will not be reflected in the consolidated financial statements of the Company.27Distributionsrevolving credit facility with JPMorgan Chase Bank, National Association (the “JPMJPM Revolving Credit Facility”)Facility and the revolving credit facility between the Company and MUFG Bank Ltd. (the(as amended, restated, supplemented or otherwise modified from time to time, the “MUFG Revolving Credit Facility” and together with the JPM Revolving Credit Facility, the “Revolving Credit Facilities”). These costs are amortized using the straight-line method over the respective termterms 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 Financial Condition.0.375%0.375% (i.e., an annual rate of 1.50%1.50%) of the average of the NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current calendar quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the average of the NAV of the Company at the end of such quarter and zero). The Management Fee for any partial quarter will be appropriately prorated. 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.ninesix months ended SeptemberJune 30, 2023, Management Fees amounted to $4,683 and $9,316. As of June 30, 2023, $4,683 remained payable. For the three and six months ended June 30, 2022, Management Fees amounted to $4,353$3,954 and $12,058. As of September 30, 2022, $4,353 remained payable. For the three and nine months ended September 30, 2021, Management Fees amounted to $3,306 and $8,240.$7,705.28Incentive Feeincentive fee (the “Incentive Fee”) as follows:Capital;7%7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;100%100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15%15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and15%15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.Investmentsinvestments and income from investing activities and may include return of capital, ordinary income and capital gains.Investmentsinvestments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee, subject to the Incentive Fee Cap. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. The Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.29ninesix months ended SeptemberJune 30, 2022,2023, the Company accrued unvested Incentive Fees of $2,714$7,555 and $9,059.$8,918. As of SeptemberJune 30, 2022, $29,8932023, $42,029 remained payable in accordance with the terms of the Investment Advisory Agreement. For the three and ninesix months ended SeptemberJune 30, 2021,2022, the Company accrued unvested Incentive Fees of $4,501$2,352 and $16,260.$6,345.0.5%0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and ninesix months ended SeptemberJune 30, 20222023 and SeptemberJune 30, 2021,2022, there have been no reimbursements from the Investment Adviser pursuant to this provision.areto be commercially reasonable in its sole discretion. The Company also reimburses 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”).ninesix months ended SeptemberJune 30, 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $412 and $825. As of June 30, 2023, $389 remained payable. For the three and six months ended June 30, 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of $361$357 and $1,067. As of September 30, 2022, $585 remained payable. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of $259 and $705.$706.ninesix months ended SeptemberJune 30, 2023, the Company incurred expenses for services provided by the Transfer Agent of $21 and $56. As of June 30, 2023, $20 remained payable. For the three and six months ended June 30, 2022, the Company incurred expenses for services provided by the Transfer Agent of $35$35 and $96. As of September 30, 2022, $60 remained payable. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Transfer Agent of $39 and $125.$61.
Fair Value
Balance
Additions(1)
Reductions(2)
Realized
Gain(Loss)
Unrealized
Appreciation
(Depreciation)
Fair Value
Balance
Interest
and Other
Income
Fair Value
Balance
Additions(1)
Reductions(2)
Realized
Gain(Loss)
Unrealized
Appreciation
(Depreciation)
Fair Value
Balance
Interest
and Other
IncomeSeptemberJune 30, 20222023 and December 31, 2021,2022, there were $161$201 and $496$206, respectively, included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its affiliates on behalf of the Company.30Table of ContentsCo-Investment ActivityCo-investment Activitynegotiated co-investments by the Company and other funds managed by the Investment Adviser may be made onlycan make negotiated co-investments pursuant to an order from the SEC permitting the Companyit to do so. On January 4, 2017,November 16, 2022, the SEC granted to the Investment Adviser, and the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which we expectthe Company expects to rely to co-invest withalongside certain other fundsclient 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 ourthe Company’s investment objectives positions, policies,and strategies, and restrictions as well as regulatory requirementscertain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if ourthe Investment Adviser forms certain other accountsfunds in the future, wethe Company may co-invest on a concurrent basis withalongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the SEC published a notice of an application that is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief, and the Application, if granted, there could be significant overlap in ourthe Company’s investment portfolio and the investment portfolios of other clientAccounts, including, in some cases, proprietary accounts managed by our Investment Adviser (collectively with the Company, the "Accounts").of Goldman Sachs. The Goldman Sachs Asset Management Private Credit ("GSAM Private Credit") teamTeam 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 GSAMGoldman Sachs Asset Management Private Credit teamTeam 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, and Application, if granted, 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 Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company.3132OTCOver-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.3335SeptemberJune 30, 20222023 and December 31, 2021.2022. 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 rate 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.
Value(1)(2)
Techniques(3)
Unobservable
Inputs
Unobservable Inputs
Average(5)
Value(1)(2)
Techniques(3)
Unobservable
Inputs
Unobservable Inputs
Average(5)SeptemberJune 30, 2022,2023, included within Level 3 assets of $2,666,214$2,576,884 is an amount of $183,836$52,657 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 $2,432,869$2,459,885 or 93.0%97.7% of Level 3 bank loans, corporate debt, and other debt obligations.2021,2022, included within Level 3 assets of $2,236,293$2,578,920 is an amount of $539,142$77,513 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 $1,675,447$2,413,407 or 76.7%95.6% of Level 3 bank loans, corporate debt, and other debt obligations.SeptemberJune 30, 20222023 and December 31, 2021.2022. 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.34
Balance
Realized
Gain (Loss)
Unrealized
Appreciation
(Depreciation)
Settlements (1)
Amortization
of Premium/
Discount
In (2)
Out (2)
Unrealized
Appreciation
(Depreciation)
for assets still
held
Balance
Realized
Gain (Loss)
Unrealized
Appreciation
(Depreciation)
Settlements (1)
Amortization
of Premium/
Discount
In (2)
Out (2)
Unrealized
Appreciation
(Depreciation)
for assets still
held
Secured Debt35SeptemberJune 30, 20222023 and December 31, 2021,2022, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.150%150% after such borrowing (if certain requirements are met). As of SeptemberJune 30, 20222023 and December 31, 2021,2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 178%184% and 174%185%.
Borrowing
Amount
Committed
Available
Value
Borrowing
Amount
Committed
Available
Value
Borrowing
Amount
Committed
Available
Value
Borrowing
Amount
Committed
Available
Value$137,000.$50,050.$2,000,000.$2,000,000. 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 SeptemberJune 30, 2023, the Company had outstanding borrowings denominated in USD of $1,445,500 in Canadian Dollars (CAD) of 150 and in British Pound (GBP) of 16,200. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $1,445,500,$1,445,500, in Canadian Dollars (“CAD”)(CAD) of 150 and in British Pound (“GBP”)(GBP) of 16,200. As of December 31, 2021, the Company had outstanding borrowings denominated in USD of $1,019,000, in Canadian Dollars (“CAD”) of 150 and in British Pound (“GBP”) of 10,800.16,200.ninesix months ended SeptemberJune 30, 20222023 and for the year ended December 31, 20212022 were 3.92%7.57% and 3.05%4.57%. The combined weighted average debt of the aggregate borrowings outstanding for the ninesix months ended SeptemberJune 30, 20222023 and for the year ended December 31, 20212022 was $1,529,355$1,500,702 and $912,583.$1,529,965.December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021, September 17, 2021, December 23, 2021 and May 5, 2022.4, 2023.$137,000$50,050 as of SeptemberJune 30, 2022.2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 5, 2023.November 3, 2023, which may be extended by the Company exercising its committed 6-month extension option.the applicable benchmarkTerm Loan plus the applicablea credit adjustment spread for such benchmarkthe applicable tenor (or other listed offered rate, depending upon the currency of borrowing) plus 2.25%2.75% per annum or (B) an alternative base rate (the(the greatest of the prime rate set by MUFG Bank, Ltd., the federal funds rate plus 0.50%0.50%, and Term SOFR with a one-month tenor plus 1.00% (“ABR”)) plus 1.25%1.75% per annum. The Company pays a 0.25%0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.36TheAs of June 30, 2023, the Company iswas in compliance with these covenants.$5,555$5,968 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs in the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of SeptemberJune 30, 20222023 and December 31, 2021,2022, outstanding deferred financing costs were $455$284 and $435.$263.U.SU.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, andU.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator. The Company amended the JPM Revolving Credit Facility onnumerous occasions between February 12, 2021, March 5, 2021, June 25, 2021, August 17, 2021, October 29, 2021 and February 15, 2022.either (x) Term SOFR (or the applicable benchmark for loans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15%0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect orand, (y) to the extent Term SOFR is unavailable, a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%0.50%, in each case, plus the applicable margin. The applicable margin is 2.75%2.75% per annum, after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75%0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of SeptemberJune 30, 2022,2023, the total commitments under the JPM Revolving Credit Facility were $1,650,000.$1,650,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000.$2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary37six monthsix-month extension of the maturity date with the consent of the administrative agent at such time.$10,794$10,797 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs in the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of SeptemberJune 30, 20222023 and December 31, 2021,2022, outstanding deferred financing costs were $7,590$5,691 and $7,260.$6,952.
Commitments
Capital
Commitments
Commitments
Funded
Commitments
Capital
Commitments
Commitments
Funded
Commitments
Capital
Commitments
Commitments
Funded
Commitments
Capital
Commitments
Commitments
FundedSeptemberJune 30, 2022,2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:3840394041totalTotal Units issued and proceeds related to capital drawdowns:drawdownsDistributions
2022
2021
2022
2021
2023
2022
2023
202241
to Members’ Capitalitemsitem discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.NovemberAugust 2, 2022,2023, the Board of Directors declared a distribution equal toapproved and authorized an amount up toextension of the Company’s taxable earnings per unit, including net investment income (if positive)period of the Company for thean additional twelve-month period October 1, 2022 through December 31, 2022, payableending on or about January 27, 2023 to Unitholders of record as of December 30, 2022.September 26, 2024.4243unless otherwise specified.or Goldman Sachs Private Middle Market Credit II LLC, together with its consolidated subsidiaries, 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. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman SachsGS & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers 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.and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2019. From our commencement of investment operations on April 11, 2019 through SeptemberJune 30, 2022,2023, we have originated $3.99$4.04 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last outlast-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.company’sborrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first out”“first-out” portion of a unitranche loan while we retain the “last out”“last-out” portion of such loan, in which case, the “first out”“first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last out”“last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last out”“last-out” portion generally earns a higher interest rate than our “first out”the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.another asset,other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholdersunitholders (the “Unitholders”) at least 60 days prior to any change to the 80% investment policy described above.the Company)us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.43“Item“Item 1A. Risk Factors—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, 2021.2022.ImpactReplacement of COVID-19 PandemicInterbank Offered Rates (IBORs) Including the London InterBank Offered Rate (“LIBOR”):Our investment portfolio continues to be focused on industriesOn July 1, 2023, the publication of all LIBOR settings as representative rates has ceased. The Financial Conduct Authority has allowed the publication and sectors thatuse of synthetic rates for certain U.S. dollar (“USD”) LIBOR settings in legal USD LIBOR-based contracts through September 2024. Since January 1, 2022, our new investments are generally expectedindexed to be more durable than industries and sectors that are more prone to economic cycles. Recovery from the economic effectsSOFR. As of COVID-19 has continued to progress, but the possibility exists that our portfolio companies could encounter new or worsening business disruptions that may reduce, over time, the amountJune 30, 2023, we have facilitated an orderly transition of interest and dividend income that we receive and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairmentsa majority of our investments and could result in the restructuring of certain of our Revolving Credit Facilities (as defined below) to SOFR or to alternative risk-free reference rates. Any remaining USD LIBOR-based investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicatedwill have transitioned subsequent to our debt obligations and distribution payments to our Unitholders. As a result, we mayJune 30, 2023 or have fallback provisions that will be required to reduce the future amount of distributions to our Unitholders. The global economy remains vulnerable to the risk that new variants of COVID-19 could emerge and we continue to monitor our exposures to industries that would be most negatively impacted if the COVID-19 pandemic were to intensify.utilized.For further information about the risks associated with COVID-19, see “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021 and Item 1A. “Risk Factors” in this quarterly report on Form 10-Q.Impact of Russian Invasion of UkraineThe Russian invasion of Ukraine has negatively affected the global economy and has resulted in significant disruptions in financial markets and increased macroeconomic uncertainty. In addition, governments around the world have responded to Russia’s invasion by imposing economic sanctions and export controls on certain industry sectors, companies and individuals in or associated with Russia. Russia has imposed its own restrictions against investors and countries outside Russia and has proposed additional measures aimed at non-Russian-owned businesses. Businesses in the U.S. and globally have experienced shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative effects of the war on the global economy. The escalation or continuation of the war between Russia and Ukraine or other hostilities presents heightened risks relating to cyber-attacks, the frequency and volume of failures to settle securities transactions, supply chain disruptions, inflation, as well as the potential for increased volatility in commodity, currency and other financial markets. The extent and duration of the war, sanctions and resulting market disruptions, as well as the potential adverse consequences for our portfolio companies are difficult to predict.44“eligible “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Expenses
Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to theour Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:
•our operational and organizational expenses;
• 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, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;
• 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”)NAV (including expenses of any independent valuation firm);
• legal, auditing or accounting expenses;
• taxes or governmental fees;
• the fees and expenses of our administrator, transfer agent, or sub-transfer agent;
• the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of our Units;
• the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;
• the fees and expenses of our directors who are not affiliated with our Investment Adviser;
• the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;
• costs of holding Unitholder meetings;
• the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
• insurance premiums; and
45
• 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 will not be required to pay expenses of activities which are primarily intended to result in sales of Units.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Leverage
The revolving credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Revolving Credit FacilitiesFacility”), and the revolving credit facility between the Company and MUFG Bank Ltd. (the “MUFG Revolving Credit Facility” and together with the JPM Revolving Credit Facility, 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” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. 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, equals at least 150% after such borrowing (if certain requirements are met). As of SeptemberJune 30, 20222023 and December 31, 2021,2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 178%184% and 174%185%. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). 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, and we will not otherwise
46
segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the “Board of Directors” or the “Board”) 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 |
|
| As of | ||||||||||||||||||||||||||||
|
| September 30, 2022 |
|
| December 31, 2021 |
|
| June 30, 2023 |
|
| December 31, 2022 | ||||||||||||||||||||||
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
|
| ||||||||||||||||||||||||||
First Lien/Senior Secured Debt |
| $ | 2,669.36 |
|
| $ | 2,640.21 |
|
| $ | 2,243.25 |
|
| $ | 2,243.66 |
|
| $ | 2,626.49 |
|
| $ | 2,579.59 |
|
| $ | 2,610.79 |
|
| $ | 2,561.72 |
|
|
First Lien/Last-Out Unitranche |
|
| 17.41 |
|
|
| 17.52 |
|
|
| — |
|
|
| — |
|
|
| 19.53 |
|
|
| 19.33 |
|
|
| 18.41 |
|
|
| 18.24 |
|
|
Second Lien/Senior Secured Debt |
|
| 15.38 |
|
|
| 12.33 |
|
|
| 15.38 |
|
|
| 14.59 |
|
|
| 15.39 |
|
|
| 8.48 |
|
|
| 15.38 |
|
|
| 9.25 |
|
|
Unsecured Debt |
|
| 5.58 |
|
|
| 5.58 |
|
|
| — |
|
|
| — |
|
|
| 6.57 |
|
|
| 6.56 |
|
|
| 5.59 |
|
|
| 5.55 |
|
|
Preferred Stock |
|
| 39.73 |
|
|
| 38.60 |
|
|
| 39.73 |
|
|
| 40.78 |
|
|
| 37.90 |
|
|
| 44.42 |
|
|
| 39.73 |
|
|
| 40.99 |
|
|
Common Stock |
|
| 11.00 |
|
|
| 11.49 |
|
|
| 8.54 |
|
|
| 10.34 |
|
|
| 11.00 |
|
|
| 13.44 |
|
|
| 11.00 |
|
|
| 11.90 |
|
|
Warrants |
|
| 1.67 |
|
|
| 0.42 |
|
|
| 1.67 |
|
|
| 1.67 |
|
|
| 1.67 |
|
|
| 0.40 |
|
|
| 1.67 |
|
|
| 0.55 |
|
|
Total investments |
| $ | 2,760.13 |
|
| $ | 2,726.15 |
|
| $ | 2,308.57 |
|
| $ | 2,311.04 |
|
| $ | 2,718.55 |
|
| $ | 2,672.22 |
|
| $ | 2,702.57 |
|
| $ | 2,648.20 |
|
|
The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||
|
| September 30, 2022 |
|
| December 31, 2021 |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||||||||||||||||||
|
| Amortized |
|
| Fair Value |
|
| Amortized |
|
| Fair Value |
|
| Amortized |
|
| Fair Value |
|
| Amortized |
|
| Fair Value |
| ||||||||
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
First Lien/Senior Secured Debt(2) |
|
| 10.0 | % |
|
| 10.3 | % |
|
| 7.7 | % |
|
| 7.6 | % |
|
| 12.1 | % |
|
| 12.8 | % |
|
| 11.1 | % |
|
| 11.6 | % |
First Lien/Last-Out Unitranche(2)(3) |
|
| 9.7 |
|
|
| 9.6 |
|
|
| — |
|
|
| — |
|
|
| 14.2 |
|
|
| 14.3 |
|
|
| 13.2 |
|
|
| 13.2 |
|
Second Lien/Senior Secured Debt(2) |
|
| 12.0 |
|
|
| 21.4 |
|
|
| 9.3 |
|
|
| 11.1 |
|
|
| 13.9 |
|
|
| 49.2 |
|
|
| 13.1 |
|
|
| 37.7 |
|
Unsecured Debt(2) |
|
| 15.2 |
|
|
| 15.3 |
|
|
| — |
|
|
| — |
|
|
| 17.6 |
|
|
| 17.6 |
|
|
| 17.1 |
|
|
| 17.2 |
|
Preferred Stock(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Common Stock(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Warrants(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total Portfolio |
|
| 9.8 | % |
|
| 10.2 | % |
|
| 7.5 | % |
|
| 7.5 | % |
|
| 11.9 | % |
|
| 12.7 | % |
|
| 10.9 | % |
|
| 11.5 | % |
46
As of SeptemberJune 30, 2022,2023, the total portfolio weighted average yield measured at amortized cost and fair value was 9.8%11.9% and 10.2%12.7%, as compared to 7.5%10.9% and 7.5%,11.5% as of December 31, 2021.2022. The increase in the weighted average yield at amortized cost and fair value was primarily driven by rising interest rates and an increase in market volatility and widening of credit spreads.volatility. Within the Second Lien/Senior Secured Debt, the increase in weighted average yield at fair value was primarily driven by the financial underperformance of an investment.Zep, Inc.
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
|
| As of |
|
| As of |
| ||||||||||||
|
| September 30, |
| December 31, |
|
| June 30, |
| December 31, |
| ||||||||
Number of portfolio companies |
|
| 94 |
|
|
| 83 |
|
|
| 91 |
|
|
| 92 |
| ||
Percentage of performing debt bearing a floating rate(1) |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % | ||
Percentage of performing debt bearing a fixed rate(1)(2) |
| —% |
|
| —% |
|
| —% |
|
| —% |
| ||||||
Weighted average leverage (net debt/EBITDA)(3) |
| 6.1x |
|
| 6.1x |
|
| 5.9x |
|
| 6.0x |
| ||||||
Weighted average interest coverage(3) |
| 1.8x |
|
| 2.5x |
|
| 1.6x |
|
| 1.7x |
| ||||||
Median EBITDA(3) |
| $ | 42.10 million |
| $ | 39.42 million |
|
| $ | 48.49 million |
| $ | 45.10 million |
| ||||
(1) | Measured on a fair value basis. Excludes investments, if any, placed on non-accrual. |
(2) | Includes income producing preferred stock investments, if applicable. |
(3) | 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 |
47
trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt 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 performing debt 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 debt 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 |
Our Investment Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (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 boardBoard 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 in 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;
47
• 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 each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, theour Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||
|
| September 30, 2022 |
|
| December 31, 2021 |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||||||||||||||||||
Investment Performance Rating |
| Fair Value |
|
| Percentage of |
|
| Fair Value |
|
| Percentage of |
|
| Fair Value |
|
| Percentage of |
|
| Fair Value |
|
| Percentage of |
| ||||||||
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| ||||||||
Grade 1 |
| $ | 65.08 |
|
|
| 2.4 | % |
| $ | — |
|
|
| 0.0 | % |
| $ | 133.69 |
|
|
| 5.0 | % |
| $ | — |
|
|
| — |
|
Grade 2 |
|
| 2,612.96 |
|
|
| 95.8 |
|
|
| 2,272.76 |
|
|
| 98.4 |
|
|
| 2,451.40 |
|
|
| 91.8 |
|
|
| 2,587.88 |
|
|
| 97.7 |
|
Grade 3 |
|
| 48.11 |
|
|
| 1.8 |
|
|
| 7.55 |
|
|
| 0.3 |
|
|
| 81.05 |
|
|
| 3.0 |
|
|
| 25.77 |
|
|
| 1.0 |
|
Grade 4 |
|
| — |
|
|
| — |
|
|
| 30.73 |
|
|
| 1.3 |
|
|
| 6.08 |
|
|
| 0.2 |
|
|
| 34.55 |
|
|
| 1.3 |
|
Total Investments |
| $ | 2,726.15 |
|
|
| 100.0 | % |
| $ | 2,311.04 |
|
|
| 100.0 | % |
| $ | 2,672.22 |
|
|
| 100.0 | % |
| $ | 2,648.20 |
|
|
| 100.0 | % |
48
The increase in investments with a grade 1 investment performance rating as of September 30, 2022 compared to December 31, 2021 was primarily driven by investments with an aggregate fair value of $65.08$133.69 million being upgraded from a grade 2 investment performance rating due to potential exits. The increase in investments with a grade 3 investment performance rating as of September 30, 2022 compared to December 31, 2021 was primarily driven by investments with aaggregate fair value of $41.74$55.19 million being downgraded from a grade 2 investment performance rating due to financial underperformance. The decrease in investments with a grade 4 investment performance rating was primarily driven by the exitrestructuring of investmentsan investment with an aggregatea fair value of $30.73$34.55 million.
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||
|
| September 30, 2022 |
|
| December 31, 2021 |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||||||||||||||||||
|
| Amortized Cost |
|
| Percentage of |
|
| Amortized Cost |
|
| Percentage of |
|
| Amortized Cost |
|
| Percentage of |
|
| Amortized Cost |
|
| Percentage of |
| ||||||||
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| ||||||||
Performing |
| $ | 2,760.13 |
|
|
| 100.0 | % |
| $ | 2,270.24 |
|
|
| 98.3 | % |
| $ | 2,712.47 |
|
|
| 99.8 | % |
| $ | 2,660.95 |
|
|
| 98.5 | % |
Non-accrual |
|
| — |
|
|
| — |
|
|
| 38.33 |
|
|
| 1.7 |
|
|
| 6.08 |
|
|
| 0.2 |
|
|
| 41.62 |
|
|
| 1.5 |
|
Total Investments |
| $ | 2,760.13 |
|
|
| 100.0 | % |
| $ | 2,308.57 |
|
|
| 100.0 | % |
| $ | 2,718.55 |
|
|
| 100.0 | % |
| $ | 2,702.57 |
|
|
| 100.0 | % |
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.
48
The following table shows our investment activity by investment type(1):
|
| For the Three Months Ended |
|
| For the Three Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||||
|
| ($ in millions) |
|
| ($ in millions) |
| ||||||||||
Amount of investments committed at cost: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
First Lien/Senior Secured Debt |
| $ | 208.30 |
|
| $ | 542.53 |
|
| $ | 52.54 |
|
| $ | 317.61 |
|
Unsecured Debt |
|
| — |
|
|
| 5.58 |
| ||||||||
Common Stock |
|
| 1.00 |
|
|
| 4.14 |
|
|
| — |
|
|
| 1.45 |
|
Total |
| $ | 209.30 |
|
| $ | 546.67 |
|
| $ | 52.54 |
|
| $ | 324.64 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
First Lien/Senior Secured Debt |
| $ | 154.94 |
|
| $ | 113.12 |
|
| $ | 16.81 |
|
| $ | 41.13 |
|
Preferred Stock |
|
| — |
|
|
| 1.01 |
| ||||||||
Total |
| $ | 154.94 |
|
| $ | 114.13 |
|
| $ | 16.81 |
|
| $ | 41.13 |
|
Net increase (decrease) in portfolio |
| $ | 54.36 |
|
| $ | 432.54 |
|
| $ | 35.73 |
|
| $ | 283.51 |
|
Number of new portfolio companies with new investment commitments |
|
| 3 |
|
|
| 10 |
|
|
| — |
|
|
| 7 |
|
Total new investment commitment amount in new portfolio companies |
| $ | 39.19 |
|
| $ | 283.42 |
|
| $ | — |
|
| $ | 196.16 |
|
Average new investment commitment amount in new portfolio companies |
| $ | 13.06 |
|
| $ | 28.34 |
|
| $ | — |
|
| $ | 28.02 |
|
Number of existing portfolio companies with new investment commitments |
|
| 8 |
|
|
| 12 |
|
|
| 3 |
|
|
| 9 |
|
Total new investment commitment amount in existing portfolio companies |
| $ | 170.11 |
|
| $ | 263.26 |
|
| $ | 52.54 |
|
| $ | 128.48 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
| 5.0 |
|
|
| 5.6 |
|
|
| 2.2 |
|
|
| 5.6 |
|
Percentage of new debt investment commitments at floating interest rates |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 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) |
|
| 10.0 | % |
|
| 7.5 | % |
|
| 13.8 | % |
|
| 8.3 | % |
Weighted average yield on new investment commitments(5) |
|
| 9.9 | % |
|
| 7.5 | % |
|
| 13.8 | % |
|
| 8.2 | % |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
| 8.0 | % |
|
| 6.7 | % |
|
| 10.9 | % |
|
| 11.3 | % |
Weighted average yield on investments sold or repaid(7) |
|
| 8.0 | % |
|
| 6.7 | % |
|
| 10.9 | % |
|
| 2.2 | % |
49
RESULTS OF OPERATIONS
Our operating results were as follows:
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
|
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| |||||||||||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
|
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2023 |
| June 30, 2022 |
| ||||||||
|
| ($ in millions) |
|
|
| ($ in millions) |
| |||||||||||||||||||||||||
Total investment income |
| $ | 65.55 |
|
| $ | 39.17 |
|
| $ | 163.31 |
|
| $ | 97.59 |
|
|
| $ | 83.07 |
|
| $ | 50.89 |
|
| $ | 161.24 |
| $ | 97.76 |
|
Net expenses |
|
| (29.87 | ) |
|
| (17.81 | ) |
|
| (73.18 | ) |
|
| (50.01 | ) |
|
|
| (43.32 | ) |
|
| (22.32 | ) |
|
| (79.67 | ) |
| (43.31 | ) |
Net investment income |
|
| 35.68 |
|
|
| 21.36 |
|
|
| 90.13 |
|
|
| 47.58 |
|
|
|
| 39.75 |
|
|
| 28.57 |
|
|
| 81.57 |
| 54.45 |
| |
Net realized gain (loss) on investments |
|
| — |
|
|
| 0.09 |
|
|
| (5.33 | ) |
|
| 0.12 |
|
|
|
| (37.36 | ) |
|
| (5.33 | ) |
|
| (37.35 | ) |
| (5.33 | ) |
Net realized gain (loss) on foreign currency transactions |
|
| (0.11 | ) |
|
| — |
|
|
| (0.11 | ) |
|
| — |
|
| |||||||||||||||
Net unrealized appreciation (depreciation) on investments |
|
| (21.93 | ) |
|
| 4.17 |
|
|
| (36.46 | ) |
|
| 14.51 |
|
|
|
| 41.36 |
|
|
| (11.01 | ) |
|
| 8.05 |
| (14.53 | ) | |
Net unrealized appreciation (depreciation) on foreign currency translations |
|
| 1.61 |
|
|
| — |
|
|
| 3.06 |
|
|
| — |
|
| |||||||||||||||
Net realized and unrealized gains (losses) on foreign currency translations and other transactions |
|
| (0.59 | ) |
|
| 1.03 |
|
|
| (0.98 | ) |
| 1.45 |
| |||||||||||||||||
Income tax (provision) benefit, realized and unrealized gain/loss |
|
| 0.13 |
|
|
| (0.11 | ) |
|
| 0.04 |
|
|
| (0.11 | ) |
|
|
| (0.35 | ) |
|
| 0.07 |
|
|
| (0.76 | ) |
| (0.09 | ) |
Net increase in members’ capital from operations |
| $ | 15.38 |
|
| $ | 25.51 |
|
| $ | 51.33 |
|
| $ | 62.10 |
|
|
| $ | 42.81 |
|
| $ | 13.33 |
|
| $ | 50.53 |
| $ | 35.95 |
|
Net increase in members’ capital 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 Nine Months Ended |
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| |||||||||||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2023 |
| June 30, 2022 |
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| |||||||||||||||||||||||||
Interest |
| $ | 60.03 |
|
| $ | 36.55 |
|
| $ | 149.68 |
|
| $ | 92.33 |
| |||||||||||||||
Payment-in-kind |
|
| 4.35 |
|
|
| 2.03 |
|
|
| 10.76 |
|
|
| 3.67 |
| |||||||||||||||
Interest income |
| $ | 73.54 |
|
| $ | 46.51 |
|
| $ | 144.01 |
| $ | 89.64 |
| ||||||||||||||||
Payment-in-kind income |
|
| 6.91 |
|
|
| 3.53 |
|
|
| 12.52 |
| 6.42 |
| |||||||||||||||||
Dividend income |
|
| 0.24 |
|
|
| — |
|
|
| 0.24 |
|
|
| — |
|
|
| 1.97 |
|
|
| — |
|
|
| 3.13 |
| — |
| |
Other income |
|
| 0.93 |
|
|
| 0.59 |
|
|
| 2.63 |
|
|
| 1.59 |
|
|
| 0.65 |
|
|
| 0.85 |
|
|
| 1.58 |
|
| 1.70 |
|
Total investment income |
| $ | 65.55 |
|
| $ | 39.17 |
|
| $ | 163.31 |
|
| $ | 97.59 |
|
| $ | 83.07 |
|
| $ | 50.89 |
|
| $ | 161.24 |
| $ | 97.76 |
|
In the table above:
Expenses
50
Expenses
Our expenses were as follows:
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| |||||||||||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2023 |
| June 30, 2022 |
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| |||||||||||||||||||||||||
Interest and other debt expenses |
| $ | 21.77 |
|
| $ | 9.11 |
|
| $ | 48.91 |
|
| $ | 22.53 |
|
| $ | 29.97 |
|
| $ | 14.99 |
|
| $ | 59.04 |
| $ | 27.14 |
|
Management fees |
|
| 4.35 |
|
|
| 3.31 |
|
|
| 12.06 |
|
|
| 8.24 |
|
|
| 4.68 |
|
|
| 3.95 |
|
|
| 9.32 |
| 7.71 |
| |
Incentive fees |
|
| 2.71 |
|
|
| 4.50 |
|
|
| 9.06 |
|
|
| 16.26 |
|
|
| 7.55 |
|
|
| 2.35 |
|
|
| 8.92 |
| 6.35 |
| |
Professional fees |
|
| 0.40 |
|
|
| 0.26 |
|
|
| 1.12 |
|
|
| 1.05 |
|
|
| 0.38 |
|
|
| 0.32 |
|
|
| 0.86 |
| 0.73 |
| |
Directors’ fees |
|
| 0.07 |
|
|
| 0.09 |
|
|
| 0.22 |
|
|
| 0.27 |
|
|
| 0.07 |
|
|
| 0.07 |
|
|
| 0.14 |
| 0.14 |
| |
Other general and administrative expenses |
|
| 0.57 |
|
|
| 0.54 |
|
|
| 1.81 |
|
|
| 1.66 |
|
|
| 0.67 |
|
|
| 0.64 |
|
|
| 1.39 |
|
| 1.24 |
|
Total expenses |
| $ | 29.87 |
|
| $ | 17.81 |
|
| $ | 73.18 |
|
| $ | 50.01 |
|
| $ | 43.32 |
|
| $ | 22.32 |
|
| $ | 79.67 |
| $ | 43.31 |
|
50
In the table above:
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, |
|
| September 30, |
| ||||
|
| (in millions) |
| |||||||||||||
Convene 237 Park Avenue, LLC (dba Convene) |
| $ | — |
|
| $ | — |
|
| $ | (5.33 | ) |
| $ | — |
|
Exostar LLC - Class A |
|
| — |
|
|
| 0.09 |
|
|
| — |
|
|
| 0.09 |
|
PDDS Holdco, Inc. (dba Planet DDS)(1) |
|
| (0.00 | ) |
|
| — |
|
|
| (0.00 | ) |
|
| — |
|
Other, net(1) |
|
| 0.00 |
|
|
| — |
|
|
| 0.00 |
|
|
| 0.03 |
|
Net realized gain (loss) on investments |
| $ | (0.00 | ) |
| $ | 0.09 |
|
| $ | (5.33 | ) |
| $ | 0.12 |
|
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, |
|
| June 30, 2022 |
| ||||
|
| (in millions) |
| |||||||||||||
MedeAnalytics, Inc. |
| $ | (37.37 | ) |
| $ | — |
|
| $ | (37.37 | ) |
| $ | — |
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
| — |
|
|
| (5.33 | ) |
|
| — |
|
|
| (5.33 | ) |
Other, net |
|
| 0.01 |
|
|
| — |
|
|
| 0.02 |
|
|
| — |
|
Net realized gain (loss) on investments |
| $ | (37.36 | ) |
| $ | (5.33 | ) |
| $ | (37.35 | ) |
| $ | (5.33 | ) |
(1) Amount rounds to less than $0.01 million.
For the ninethree and six months ended SeptemberJune 30, 2023, net realized losses were primarily driven by the restructuring of our first lien debt investment in MedeAnalytics Inc. which resulted in a realized loss of $37.37 million. For the three and six months ended June 30, 2022, net realized losses were primarily driven by the full exit of our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene) in April 2022, which resulted in a realized loss of $5.33 million.
Any changes in fair value are recorded inas a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:
|
| For the Three Months Ended |
|
|
| For the Nine Months Ended |
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| |||||||||||||||||||||||||||
Unrealized appreciation |
| $ | 1.80 |
|
| $ | 6.89 |
|
| $ | 8.36 |
|
| $ | 18.12 |
|
| $ | 46.84 |
|
| $ | 7.32 |
|
| $ | 19.40 |
|
| $ | 10.14 |
| |
Unrealized depreciation |
|
| (23.73 | ) |
|
| (2.72 | ) |
|
| (44.82 | ) |
|
| (3.61 | ) |
|
| (5.48 | ) |
|
| (18.33 | ) |
|
| (11.35 | ) |
|
| (24.67 | ) | |
Net change in unrealized appreciation (depreciation) on investments |
| $ | (21.93 | ) |
| $ | 4.17 |
|
| $ | (36.46 | ) |
| $ | 14.51 |
|
| $ | 41.36 |
|
| $ | (11.01 | ) |
| $ | 8.05 |
|
| $ | (14.53 | ) | |
51
The net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
| For the Three |
|
| For the Nine |
|
| For the Three |
| For the Six |
| ||||
|
| ($ in millions) |
|
| ($ in millions) |
| |||||||||
Portfolio Company: |
|
|
|
|
|
|
|
|
|
| |||||
MedeAnalytics, Inc. |
| $ | 37.37 |
| $ | 8.89 |
| ||||||||
Other, net(1) |
|
| 3.32 |
| 0.86 |
| |||||||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
| 1.42 |
| 0.58 |
| |||||||||
CloudBees, Inc. |
|
| 0.55 |
| 1.07 |
| |||||||||
Gainsight, Inc. |
|
| 0.52 |
| 0.45 |
| |||||||||
MRI Software LLC |
|
| 0.48 |
| 0.25 |
| |||||||||
Bigchange Group Limited |
|
| 0.40 |
| 0.65 |
| |||||||||
iCIMS, Inc. |
|
| 0.11 |
| (0.96 | ) | |||||||||
Broadway Parent, LLC |
| $ | 0.29 |
|
| $ | (0.39 | ) |
|
| 0.09 |
| 1.10 |
| |
Governmentjobs.com, Inc. (dba NeoGov) |
|
| 0.26 |
|
|
| (0.03 | ) | |||||||
Superman Holdings, LLC (dba Foundation Software) |
|
| 0.19 |
|
|
| 0.01 |
| |||||||
Exostar LLC - Class B |
|
| 0.16 |
|
|
| (0.07 | ) | |||||||
Syntellis Performance Solutions, LLC (dba Axiom) |
|
| 0.15 |
|
|
| 0.18 |
| |||||||
EDB Parent, LLC (dba Enterprise DB) |
|
| 0.11 |
|
|
| 0.11 |
| |||||||
Kaseya Inc. |
|
| 0.08 |
|
|
| 0.08 |
| |||||||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
| 0.06 |
|
|
| 0.08 |
| |||||||
Convene 237 Park Avenue, LLC (dba Convene) |
|
| — |
|
|
| 7.59 |
| |||||||
MedeAnalytics, Inc. |
|
| (0.28 | ) |
|
| (3.46 | ) | |||||||
Zep Inc. |
|
| (0.77 | ) |
|
| (2.27 | ) |
|
| — |
| (0.78 | ) | |
CloudBees, Inc. |
|
| (1.00 | ) |
|
| (2.51 | ) | |||||||
Bigchange Group Limited |
|
| (1.07 | ) |
|
| (2.56 | ) | |||||||
MRI Software LLC |
|
| (1.28 | ) |
|
| (1.48 | ) | |||||||
GHA Buyer Inc. (dba Cedar Gate) |
|
| (1.34 | ) |
|
| (1.55 | ) | |||||||
Experity, Inc. |
|
| (0.37 | ) |
| (0.75 | ) | ||||||||
Whitewater Holding Company LLC |
|
| (0.42 | ) |
| (0.42 | ) | ||||||||
Thrasio, LLC |
|
| (0.56 | ) |
| (0.22 | ) | ||||||||
Zodiac Intermediate, LLC (dba Zipari) |
|
| (1.53 | ) |
|
| (1.65 | ) |
|
| (0.60 | ) |
| (1.72 | ) |
Zarya Intermediate, LLC (dba iOFFICE) |
|
| (1.67 | ) |
|
| (0.96 | ) | |||||||
Thrasio, LLC |
|
| (2.03 | ) |
|
| (2.08 | ) | |||||||
Other, net(1) |
|
| (12.26 | ) |
|
| (25.50 | ) | |||||||
Premier Care Dental Management, LLC |
|
| (0.95 | ) |
| (0.95 | ) | ||||||||
Total |
| $ | (21.93 | ) |
| $ | (36.46 | ) |
| $ | 41.36 |
| $ | 8.05 |
|
Net change in unrealized appreciation (depreciation) in our investments for the three months ended June 30, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in MedeAnalytics, Inc.
|
| For the Three |
| For the Six |
| ||
|
| ($ in millions) |
| ||||
Portfolio Company: |
|
|
|
|
| ||
Convene 237 Park Avenue, LLC (dba Convene) |
| $ | 6.02 |
| $ | 7.59 |
|
Chronicle Bidco Inc. (dba Lexitas) |
|
| 0.58 |
|
| 0.56 |
|
Total Vision LLC |
|
| 0.18 |
|
| (0.17 | ) |
Diligent Corporation |
|
| 0.08 |
|
| 0.63 |
|
Viant Medical Holdings, Inc. |
|
| 0.08 |
|
| (0.22 | ) |
WhiteWater Holding Company LLC |
|
| (0.01 | ) |
| 0.10 |
|
Zarya Intermediate, LLC (dba iOFFICE) |
|
| (0.37 | ) |
| 0.70 |
|
MedeAnalytics, Inc. |
|
| (0.38 | ) |
| (3.17 | ) |
Zep Inc. |
|
| (0.77 | ) |
| (1.49 | ) |
Purfoods, LLC |
|
| (0.81 | ) |
| (0.85 | ) |
Gainsight, Inc. |
|
| (0.91 | ) |
| (0.98 | ) |
Bigchange Group Limited |
|
| (1.03 | ) |
| (1.49 | ) |
CloudBees, Inc. |
|
| (2.29 | ) |
| (1.52 | ) |
Other, net(1) |
|
| (11.38 | ) |
| (14.22 | ) |
Total |
| $ | (11.01 | ) | $ | (14.53 | ) |
Net change in unrealized appreciation (depreciation) in our investments for the three and ninesix months ended SeptemberJune 30, 2022 was primarily driven by increase inincreased market volatility and widening credit spreads, partially offset by the reversal of unrealized depreciation in connection with the aforementioned exit of our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene) for the nine months ended September 30, 2022..
|
| For the Three |
|
| For the Nine |
| ||
|
| ($ in millions) |
| |||||
Portfolio Company: |
|
|
|
|
|
| ||
Other, net(1) |
| $ | 1.87 |
|
| $ | 9.40 |
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
| 1.39 |
|
|
| (1.47 | ) |
Chronicle Bidco Inc. (dba Lexitas) |
|
| 0.64 |
|
|
| 0.89 |
|
One GI LLC |
|
| 0.54 |
|
|
| 0.55 |
|
Picture Head Midco LLC |
|
| 0.51 |
|
|
| 0.74 |
|
iCIMS, Inc. |
|
| 0.50 |
|
|
| 0.48 |
|
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
| 0.29 |
|
|
| 1.17 |
|
Diligent Corporation |
|
| 0.21 |
|
|
| 1.08 |
|
Granicus, Inc. |
|
| — |
|
|
| (0.14 | ) |
Selectquote, Inc. |
|
| — |
|
|
| (0.19 | ) |
Wrike, Inc. |
|
| — |
|
|
| (0.37 | ) |
MRI Software LLC |
|
| (0.02 | ) |
|
| 1.22 |
|
Zep Inc. |
|
| (0.02 | ) |
|
| (0.32 | ) |
Superman Holdings, LLC (dba Foundation Software) |
|
| (0.03 | ) |
|
| 1.04 |
|
Riverpoint Medical, LLC |
|
| (0.12 | ) |
|
| 0.16 |
|
WorkForce Software, LLC |
|
| (0.12 | ) |
|
| (0.07 | ) |
Blacksmith Applications, Inc. |
|
| (0.14 | ) |
|
| 0.01 |
|
ConnectWise, LLC |
|
| (0.15 | ) |
|
| (0.14 | ) |
MedeAnalytics, Inc. |
|
| (0.26 | ) |
|
| 0.47 |
|
Project Eagle Holdings, LLC (dba Exostar) |
|
| (0.92 | ) |
|
| — |
|
Total |
| $ | 4.17 |
|
| $ | 14.51 |
|
52
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders 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, drawdowns of capital commitments, 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 Unitholders, we may enter into credit facilities in addition to our Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may
52
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.Leverage.” As of SeptemberJune 30, 20222023 and December 31, 2021,2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 178%184% and 174%185%. 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.
We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice. As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
| Capital |
|
| Unfunded |
|
| % of Capital |
|
| Capital |
|
| Unfunded |
|
| % of Capital |
| ||||||
Common Units |
| $ | 1,475.81 |
|
| $ | 221.37 |
|
|
| 85 | % |
| $ | 1,475.81 |
|
| $ | 472.26 |
|
|
| 68 | % |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||||||||||||||||
|
| Capital |
|
| Unfunded |
|
| % of Capital |
|
| Capital |
|
| Unfunded |
|
| % of Capital |
| ||||||
Common Units |
| $ | 1,475.81 |
|
| $ | 132.82 |
|
|
| 91 | % |
| $ | 1,475.81 |
|
| $ | 147.58 |
|
|
| 90 | % |
The following table summarizes the total Units issued and proceeds related to capital drawdowns:
Unit Issue Date |
| Units Issued |
|
| Proceeds |
| ||
For the Six Months Ended June 30, 2023 |
|
|
|
|
|
| ||
May 30, 2023 |
|
| 160,166 |
|
| $ | 14.76 |
|
Total capital drawdowns |
|
| 160,166 |
|
| $ | 14.76 |
|
For the Six Months Ended June 30, 2022 |
|
|
|
|
|
| ||
June 21, 2022 |
|
| 1,069,872 |
|
| $ | 103.31 |
|
Total capital drawdowns |
|
| 1,069,872 |
|
| $ | 103.31 |
|
Unit Issue Date |
| Units Issued |
|
| Proceeds |
| ||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
| ||
June 21, 2022 |
|
| 1,069,872 |
|
| $ | 103.31 |
|
August 23, 2022 |
|
| 1,564,324 |
|
|
| 147.58 |
|
Total capital drawdowns |
|
| 2,634,196 |
|
| $ | 250.89 |
|
For the Nine Months Ended September 30, 2021 |
|
|
|
|
|
| ||
June 28, 2021 |
|
| 1,126,459 |
|
| $ | 110.69 |
|
August 13, 2021 |
|
| 1,224,208 |
|
|
| 118.06 |
|
September 17, 2021 |
|
| 1,518,480 |
|
|
| 147.58 |
|
Total capital drawdowns |
|
| 3,869,147 |
|
| $ | 376.33 |
|
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company (the “Administrator”) has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administratorAdministrator such fees as may be agreed between us and our administratorAdministrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of SeptemberJune 30, 2022:2023:
53
|
| Payments Due by Period ($ in millions) |
|
| Payments Due by Period ($ in millions) |
| ||||||||||||||||||||||||||||||||||
|
| Total |
|
| Less Than |
|
| 1 – 3 |
|
| 3 – 5 |
|
| More Than |
|
| Total |
|
| Less Than |
|
| 1 – 3 |
|
| 3 – 5 |
|
| More Than |
| ||||||||||
MUFG Revolving Credit Facility |
| $ | 99.00 |
|
| $ | 99.00 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 35.50 |
|
| $ | 35.50 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
JPM Revolving Credit Facility(1) |
| $ | 1,463.70 |
|
| $ | — |
|
| $ | 1,463.70 |
|
| $ | — |
|
| $ | — |
|
| $ | 1,466.19 |
|
| $ | — |
|
| $ | 1,466.19 |
|
| $ | — |
|
| $ | — |
|
MUFG Revolving Credit Facility
We entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), and lead arranger, MUFG Union Bank, N.A., as letter of credit issuer and a lender, and the other lenders from time to time party thereto. We amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021, September 17, 2021, December 23, 2021 and May 5, 2022.4, 2023.
Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $137.00$50.05 million as of SeptemberJune 30, 2022.2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 5, 2023.November 3, 2023, which may be extended by us exercising our committed 6-month extension option.
53
Under the MUFG Revolving Credit Facility, we have the ability to elect, for loans denominated in U.S. Dollars, either Term SOFR with a one-, three- or, if available, six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the MUFG Revolving Credit Facility is (A) Term SOFR plus a credit spread adjustment for the applicable benchmarktenor (or other listed offered rate, depending upon the currency of borrowing) plus the applicable credit adjustment spread for such benchmark plus 2.25%2.75% per annum or (B) an alternative base rate (the greatest of the prime rate set by MUFG Bank, Ltd., the federal funds rate plus 0.50%, and Term SOFR with a one-month tenor plus 1.00% (“ABR”)) plus 1.25%1.75% per annum. We pay a 0.25%0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.
For further details, see Note 6 “Debt – MUFG Revolving Credit Facility” to our consolidated financial statements included in this report.
JPM Revolving Credit Facility
On September 24, 2020, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.SU.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, bank andU.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator. The Company amended the JPM Revolving Credit Facility on numerous occasions between February 12, 2021, March 5, 2021, June 25, 2021, August 17, 2021, October 29, 2021 and February 15, 2022.
Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) Term SOFR (or the applicable benchmark for loans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect orand, (y) to the extent Term SOFR is unavailable, a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.75% per annum, after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of SeptemberJune 30, 2022,2023, the total commitments under the JPM Revolving Credit Facility were $1,650.00 million. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at that time.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company,us, and the Company’sour exposure under the JPM Revolving Credit Facility is limited to the value of the Company’sour investment in SPV.
54
For further details, see Note 6 “Debt – JPM Revolving Credit Facility” to our consolidated financial statements included in this report.
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 SeptemberJune 30, 2022,2023, 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:
|
| As of |
|
| As of |
| ||||||||||
|
| September 30, |
|
| December 31, 2021 |
|
| June 30, 2023 |
|
| December 31, 2022 |
| ||||
|
| (in millions) |
|
| (in millions) |
| ||||||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
First Lien/Senior Secured Debt |
| $ | 415.60 |
|
| $ | 395.51 |
|
| $ | 317.88 |
|
| $ | 347.48 |
|
First Lien/Last-Out Unitranche |
|
| 6.96 |
|
|
| — |
|
|
| 4.89 |
|
|
| 5.97 |
|
Total |
| $ | 422.56 |
|
| $ | 395.51 |
|
| $ | 322.77 |
|
| $ | 353.45 |
|
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
54
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.
Under newly adoptedIn August 2022, Rule 18f-4 under the Investment Company Act, regarding 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), became effective. Under the newly adopted rule, BDCs that make significant use of derivatives will beare subject to a value-at-risk leverage limit, a derivatives risk management program, and testing requirements and requirements related to board reporting. These new requirements will apply unless the BDC qualifies as a “Limited Derivatives User,“limited derivatives user,” as defined under the new rule.adopted rules. Under the new 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. The Company expectsUnder the final rule, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to qualifyaggregate 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“limited derivatives user” and does not expect the new rulethese requirements may limit our ability to have a material impact on its consolidateduse derivatives and/or enter into certain other financial statements.contracts.
RECENT DEVELOPMENTS
On November 2, 2022, the Board of Directors declared a distribution equal to an amount up to the Company’s taxable earnings per unit, including net investment income (if positive) for the period October 1, 2022 through December 31, 2022, payable on or about January 27, 2023 to Unitholders of record as of December 30, 2022.
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.
55
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 Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.
RECENT DEVELOPMENTS
56On August 2, 2023, our Board of Directors approved and authorized an extension of our investment period for an additional twelve-month period ending on September 26, 2024.
55
ITEM 3. QUANTITATIVE AND QUALITATIVEQUALITATIVE 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 SeptemberJune 30, 20222023 and December 31, 2021,2022, on a fair value basis, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit Facilities 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 SeptemberJune 30, 20222023 Consolidated Statements of Financial Condition, 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 September 30, 2022 |
| Interest |
|
| Interest |
|
| Net |
| |||||||||||||||
As of June 30, 2023 |
| Interest |
|
| Interest |
|
| Net |
| |||||||||||||||
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Up 300 basis points |
| $ | 67.15 |
|
| $ | (36.05 | ) |
| $ | 31.10 |
|
| $ | 64.90 |
|
| $ | (34.21 | ) |
| $ | 30.69 |
|
Up 200 basis points |
|
| 44.77 |
|
|
| (24.04 | ) |
|
| 20.73 |
|
|
| 43.27 |
|
|
| (22.80 | ) |
|
| 20.47 |
|
Up 100 basis points |
|
| 22.38 |
|
|
| (12.02 | ) |
|
| 10.36 |
|
|
| 21.63 |
|
|
| (11.40 | ) |
|
| 10.23 |
|
Up 75 basis points |
|
| 16.79 |
|
|
| (9.01 | ) |
|
| 7.78 |
|
|
| 16.23 |
|
|
| (8.55 | ) |
|
| 7.68 |
|
Up 50 basis points |
|
| 11.19 |
|
|
| (6.01 | ) |
|
| 5.18 |
|
|
| 10.82 |
|
|
| (5.70 | ) |
|
| 5.12 |
|
Up 25 basis points |
|
| 5.60 |
|
|
| (3.00 | ) |
|
| 2.60 |
|
|
| 5.41 |
|
|
| (2.85 | ) |
|
| 2.56 |
|
Down 25 basis points |
|
| (5.60 | ) |
|
| 3.00 |
|
|
| (2.60 | ) |
|
| (5.41 | ) |
|
| 2.85 |
|
|
| (2.56 | ) |
Down 50 basis points |
|
| (11.19 | ) |
|
| 6.01 |
|
|
| (5.18 | ) |
|
| (10.82 | ) |
|
| 5.70 |
|
|
| (5.12 | ) |
Down 75 basis points |
|
| (16.79 | ) |
|
| 9.01 |
|
|
| (7.78 | ) |
|
| (16.23 | ) |
|
| 8.55 |
|
|
| (7.68 | ) |
Down 100 basis points |
|
| (22.38 | ) |
|
| 12.02 |
|
|
| (10.36 | ) |
|
| (21.63 | ) |
|
| 11.40 |
|
|
| (10.23 | ) |
Down 200 basis points |
|
| (44.77 | ) |
|
| 24.04 |
|
|
| (20.73 | ) |
|
| (43.27 | ) |
|
| 22.80 |
|
|
| (20.47 | ) |
Down 300 basis points |
|
| (57.30 | ) |
|
| 36.05 |
|
|
| (21.25 | ) |
|
| (64.90 | ) |
|
| 34.21 |
|
|
| (30.69 | ) |
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.
57
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.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-ChiefCo-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-ChiefCo-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2022.2023. 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.Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended SeptemberJune 30, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
56
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.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.RISK FACTORS
An investment in our securities involves a high degree of risk. Except as set forth below, 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, 2021,2022, which was filed with the SEC on March 4, 2022.2, 2023. 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.
Market Developments and General Business Environment
The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on ourOur business and operations.the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.
The U.S. capitalfinancial markets haverecently experienced extreme disruption since the global outbreak of COVID-19. Such disruptions have been evidenced by volatility in global stock markets as a result of uncertainty regarding the COVID-19 pandemic, the fluctuating price of commodities such as oil,connection with concerns that some banks, especially small and Russia’s military invasion of Ukraine. Despite actions of the U.S. federal government and foreign governments, these eventsregional banks, may have contributed to worsening general economic conditionssignificant investment-related losses that are materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.
Significant changes or volatility in the capital markets may negatively affect the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not reflect the full impact of the COVID-19 pandemic, Russia’s military invasion of Ukraine and measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
Significant changes in the capital markets, such as disruptions in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine, have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize
58
significantly less than the value at which we have recorded our investments if we were required to sell them to increase our liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.
Further, current market conditions maymight make it difficult to raise equity capital, extendfund demands to withdraw deposits and other liquidity needs. Although the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar termsfederal government announced measures to assist certain banks and any failure to do so could have a material adverse effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rateprotect depositors, some banks had already been impacted and others may be available only on terms and conditions less favorable than those of our existing debt andadversely impacted, by such debt may need to be incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on ourvolatility. Our business financial condition or results of operations.
Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine, create and exacerbate risks.
The COVID-19 pandemic has created disruptions in supply chains and economic activity, contributed to labor difficulties and is having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries, which may in the future adversely affect our financial condition, liquidity and results of operations. The extent to which the COVID-19 pandemic will negatively affect our financial condition, liquidity and results of operations will depend on future developments, including the emergence of new variants of COVID-19 and the effectiveness of vaccines and treatments over the long term and against new variants, which are highly uncertain and cannot be predicted.
While financial markets have rebounded from the significant declines that occurred early in the pandemic and global economic conditions generally improved, certain of the circumstances that arose or became more pronounced after the onset of the COVID-19 pandemic have persisted, including (i) relatively weak consumer confidence; (ii) low levels of the federal funds rate and yields on U.S. Treasury securities which, at times, were near zero; (iii) ongoing heightened credit risk with regard to industries that have been most severely impacted by the pandemic, including, at times, oil and gas, gaming and lodging, and airlines; (iv) higher cyber security, information security and operational risks; and (v) interruptions in the supply chain that have adversely affected many businesses and have contributed to higher rates of inflation.
Depending on the duration and severity of the pandemic going forward, as well as the effects of the pandemic on consumer and corporate confidence, the conditions noted above could continue for an extended period and other adverse developments may occur or reoccur, including (i) the decline in value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements under the Investment Company Act, (v) our ability to maintain our distributions at their current level or to pay them at all, or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted. See “—The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and maydependent on bank relationships. We continue to have, a negativemonitor the financial health of these relationships. Any further strain on the banking system may adversely impact on our business and operations.”
In addition, disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.
In addition, Russia’s invasion of Ukraine in February 2022 and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the
59
impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted. Those events present material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.
Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. See “— Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine, create and exacerbate risks.”Any market disruptions as a result of such acts could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Legal and Regulatory
Our ability to enter into transactions with our affiliates is restricted.
As a BDC, we are prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of a majority of our Independent Directors who have no financial interest in the transaction, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is deemed our affiliate for purposes of the Investment Company Act. If this is the only reason such person is our affiliate, we are generally prohibited from buying any asset from, or selling any asset (other than Units) to, such affiliate, absent the prior approval of such directors. The Investment Company Act also prohibits “joint” transactions with an affiliate, which could include joint investments in the same portfolio company, without approval of our Independent Directors or in some cases the prior approval of the SEC. Moreover, except in certain limited circumstances, we are prohibited from buying any asset from or selling any asset to a holder of more than 25% of our voting securities, absent prior approval of the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.
In certain circumstances, we can make negotiated co-investments pursuant to an order from the SEC permitting us to do so. On January 4, 2017, the SEC granted to the Investment Adviser and the BDCs advised by the Investment Adviser exemptive relief on which we rely to co-invest with other funds managed by the Investment Adviser in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors (the “Relief”). Additionally, if our Investment Adviser forms other funds in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the SEC published a notice of an application that is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. There can be no assurance when the order requested in the Application will be obtained or that any such order will be obtained at all.
Our Business and Structure
Our Investment Adviser, its principals, investment professionals and employees and the members of its BDC Investment Committee have certain conflicts of interest.
Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of the BDC Investment Committee and our officers and directors serve or may serve now or in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other BDCs and other investment funds) that operate in the same or a related line of business as us. Certain of these individuals could have obligations to investors in other Accounts, the fulfillment of which is not in our best interests or the best interests of our Unitholders, and we expect that investment opportunities will satisfy the investment criteria for both us and such other Accounts. In addition, GSAM and its affiliates also manage other Accounts, and expect to manage other vehicles or Accounts in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. The fact that our investment advisory fees may be lower than those of certain other funds advised by GSAM could result in this conflict of interest affecting us adversely relative to such other funds.
Subject to applicable law, we may invest alongside Goldman Sachs and the Accounts.
60
As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Accounts to which to allocate investment opportunities. If we are unable to rely on our exemptive relief for a particular opportunity, when our Investment Adviser identifies certain investments, the Investment Adviser will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. GSAM’s allocation policy currently provides that the Investment Adviser allocate opportunities through a rotation system or in such other manner as the Investment Adviser determines to be equitable. Accordingly, it is possible that we may not be given the opportunity to participate in investments made by other Accounts. See “—Legal and Regulatory—Our ability to enter into transactions with our affiliates is restricted.”
Our Investments
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be impacted by inflation, such as current inflation related to global supply chain disruptions. Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect consumer spending, economic growth and our portfolio companies’ operations. If our portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.
We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.
Debt investments that we make may be based on floating rates, such as SOFR (as defined below), LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. It is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates. On March 5, 2021, the Financial Conduct Authority and ICE Benchmark Authority announced that the publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings ceased to be published as of December 31, 2021, while the publication of the overnight, 1 month, 3 month, 6 month, and 12 months U.S. dollar (“USD”) LIBOR settings will cease after June 30, 2023. In addition, while USD LIBOR (other than 1 week and 2 months) will continue to be published until June 30, 2023, banks cannot use USD LIBOR in new contracts after December 31, 2021 (nor in extensions of existing contracts) and therefore USD LIBOR will be limited to those investments that were in existence prior to December 31, 2021. To identify a successor rate for USD LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On December 6, 2021, the ARRC released a statement selecting and recommending forms of SOFR, along with associated spread adjustments and conforming changes, to replace references to 1-week and 2-month USD LIBOR. We expect that a substantial portion of our future floating rate investments will be linked to SOFR. At this time, it is not possible to predict the effect of the transition to SOFR.
Because we have borrowed money, and may issue preferred units to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred units and the rate that our investments yield. 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.
A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common Units less attractive if we are not able to increase our dividend rate, which could reduce the value of our common Units. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.
61
In 2022, the U.S. Federal Reserve raised short term interest rates and has suggested additional interest rate increases may come. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility. In periods of rising interest rates, such as the current interest rate environment, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR or SOFR floor, as applicable), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
A change in the general level of interest rates can be expected to lead to a change in the interest rates we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.
Many of our portfolio securities do not have readily available market quotations (as defined in Rule 2a-5), and we value these securities at fair value as determined in good faith under procedures adopted by our Board, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.
The majority of our investments are, and are expected to continue to be, in debt instruments that do not have readily ascertainable market quotations. The fair value of assets that are not publicly traded or whose market quotations are not readily available are determined in good faith under procedures adopted by our Board of Directors. Our Board of Directors has designated our Investment Adviser as the valuation designee primarily responsible for the valuation of our assets in accordance with Rule 2a-5 under the Investment Company Act. As the valuation designee, our Investment Adviser utilizes the services of independent third-party valuation firms (“Independent Valuation Advisors”) in determining the fair value of a portion of the securities in our portfolio. Investment professionals from our Investment Adviser also recommend portfolio company valuations using sources and/or proprietary models depending on the availability of information on our assets and the type of asset being valued, all in accordance with our valuation policy. The participation of our Investment Adviser in our valuation process could result in a conflict of interest, as the Management Fee is based in part on our net assets and also because our Investment Adviser is receiving a performance-based Incentive Fee.
In addition, the Investment Adviser may value an identical asset differently than Goldman Sachs, another division or unit within Goldman Sachs or another Account values the asset, including because Goldman Sachs, such other division or unit or Account has information or uses valuation techniques and models that it does not share with, or that are different from those of, the Investment Adviser or the Company. These valuation differences for the same asset can result in significant differences in the treatment of such asset by the Investment Adviser, Goldman Sachs, and other divisions or units of Goldman Sachs, and/or among Accounts (e.g., with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on nonaccrual status and/or in default).
Because fair valuations, and particularly fair valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates, comparisons and qualitative evaluations of private information, it may be more difficult for investors to value accurately our investments and could lead to undervaluation or overvaluation of our common Units. In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.
On December 3, 2020, the SEC announced that it adopted Rule 2a-5 under the Investment Company Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the Investment Company Act. The new rule clarifies how fund boards can satisfy their valuation obligations in light of recent market developments. The rule will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. The new rule went into effect on March 8, 2021 and had a compliance date of September 8, 2022. In accordance with this rule and as discussed above, our Board of Directors has designated our Investment Adviser as the valuation designee primarily responsible for the valuation of our assets, subject to the oversight of the Board of Directors, and we are in compliance with this rule.
62
Our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in our NAV.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the total Units issued and proceeds related to capital drawdowns:
Unit Issue Date |
| Units Issued |
|
| Proceeds |
| ||
For the Six Months Ended June 30, 2023 |
|
|
|
|
|
| ||
May 30, 2023 |
|
| 160,166 |
|
| $ | 14.76 |
|
Total capital drawdowns |
|
| 160,166 |
|
| $ | 14.76 |
|
For the Six Months Ended June 30, 2022 |
|
|
|
|
|
| ||
June 21, 2022 |
|
| 1,069,872 |
|
| $ | 103.31 |
|
Total capital drawdowns |
|
| 1,069,872 |
|
| $ | 103.31 |
|
Unit Issue Date |
| Units Issued |
|
| Proceeds |
| ||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
| ||
June 21, 2022 |
|
| 1,069,872 |
|
| $ | 103.31 |
|
August 23, 2022 |
|
| 1,564,324 |
|
|
| 147.58 |
|
Total capital drawdowns |
|
| 2,634,196 |
|
| $ | 250.89 |
|
For the Nine Months Ended September 30, 2021 |
|
|
|
|
|
| ||
June 28, 2021 |
|
| 1,126,459 |
|
| $ | 110.69 |
|
August 13, 2021 |
|
| 1,224,208 |
|
|
| 118.06 |
|
September 17, 2021 |
|
| 1,518,480 |
|
|
| 147.58 |
|
Total capital drawdowns |
|
| 3,869,147 |
|
| $ | 376.33 |
|
Item 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES
Not applicable.
Item 5. Other Information.OTHER INFORMATION
None.
None
Item 6. Exhibits.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.
6357
INDEX TO EXHIBITS
|
| |
EXHIBIT NO. | EXHIBIT | |
| ||
3.1 | ||
3.2 | ||
| ||
31.1* | ||
31.2* | ||
31.3* | ||
32.1* | ||
32.2* | ||
32.3* | ||
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 Document | |
101 CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
6458
SIGNATURES
Pursuant to the requirements 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 MIDDLE MARKET CREDIT II LLC | ||||||
Date: | /s/ Alex Chi | |||||
Name: Alex Chi | ||||||
Title: Co-Chief Executive Officer and Co-President | ||||||
(Co-Principal Executive Officer) | ||||||
Date: | /s/ David Miller | |||||
Name: David Miller | ||||||
Title: Co-Chief Executive Officer and Co-President | ||||||
(Co-Principal Executive Officer) | ||||||
Date: | /s/ David Pessah | |||||
| ||||||
| ||||||
(Principal Financial Officer) | ||||||
65
59