0001572694Foreign Currency Forward Contracts Counterparty Bank of America, N.A. Currency Purchased USD Settlement 01/15/262024-01-012024-03-310001572694Investment Debt Investments - 206.87% United States - 196.58% 1st Lien/Senior Secured Debt - 186.01% WorkForce Software, LLC Industry Software Interest Rate 12.74% Reference Rate and Spread S + 7.25% (Incl. 3.00% PIK) Maturity 07/31/25 One2024-03-31

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

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

For the quarterly period ended ~~September 30, 2017~~March 31, 2024

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

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

Commission file number 814-00998

Goldman Sachs BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		46-2176593
(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 ~~Office)~~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.

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

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, par value

$0.001 per share

GSBD

The New York Stock Exchange

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 X NO~~Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). ~~YES~~Yes ☒ No ☐ ~~NO ☐~~

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

Large accelerated ~~filer:~~filer:

☒

☐

Accelerated filer:

☐

Non-accelerated filer:

☐

Smaller reporting company:

☐

~~(Do not check if a smaller reporting company)~~

Emerging growth ~~company~~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. X☐

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

~~The number~~As of May 7, 2024, there were 112,223,204 shares of the registrant’s common stock ~~$0.001 par value per share, outstanding at November 2, 2017 was 40,130,665.~~outstanding.

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~~GOLDMAN SACHS BDC, INC.~~


	GOLDMAN SACHS BDC, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024
		INDEX	PAGE
~~PART I~~	Cautionary Statement Regarding Forward-Looking Statements	~~FINANCIAL INFORMATION~~			4	3
~~ITEM 1.~~ PART I	FINANCIAL INFORMATION	~~Financial Statements~~			4	5
ITEM 1.	Financial Statements (Unaudited)	5
	Consolidated Statements of Assets and Liabilities ~~as of September 30, 2017 (Unaudited) and December 31, 2016~~			4	5
		Consolidated Statements of Operations ~~for the three and nine months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)~~			5	6
		Consolidated Statements of Changes in Net Assets ~~for the nine months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)~~			6	7
		Consolidated Statements of Cash Flows ~~for the nine months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)~~			7	8
		Consolidated Schedules of Investments ~~as of September 30, 2017 (Unaudited) and December 31, 2016~~			8	9
		Notes to the Consolidated Financial Statements ~~(Unaudited)~~			14	36
ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			41	60
ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk			65	73
ITEM 4.		Controls and Procedures			65	73

PART II		OTHER INFORMATION			66	74
ITEM 1.		Legal Proceedings			66	74
ITEM 1A.		Risk Factors			66	74
ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds			66	74
ITEM 3.		Defaults Upon Senior Securities			66	74
ITEM 4.		Mine Safety Disclosures			66	74
ITEM 5.		Other Information			66	74
ITEM 6.	Exhibits	~~Exhibits~~			66	74

SIGNATURES				68	76

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, ~~2016,~~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. ~~Under~~The safe harbor provisions of Section ~~21E(b)(2)(B)~~21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995~~which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements ~~made~~ in ~~periodic reports we file under the Exchange Act, such as~~ this quarterly report ~~on Form 10-Q.~~

because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

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

•

changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital ~~markets;~~

markets, including the effect of any pandemic or epidemic;

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and ~~China;~~

China, the war between Russia and Ukraine and the escalated conflict in the Middle East;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

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

•

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

•

the relative and absolute performance of ~~our investment adviser;~~

Goldman Sachs Asset Management, L.P. (the “Investment Adviser”);

~~our expected financings and investments;~~

•

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

•

our ability to make distributions;

•

the adequacy of our cash resources and working capital;

•

changes in interest rates;

•

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

•

the impact of future acquisitions and divestitures;

•

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

•

our ability to maintain our status as a ~~BDC and a regulated investment company~~BDC;

•

our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as ~~amended;~~

amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;

•

actual and potential conflicts of interest with ~~Goldman Sachs Asset Management, L.P.~~the Investment Adviser and its affiliates;

•

general price and volume fluctuations in the stock market;

•

the ability of ~~our investment adviser~~the Investment Adviser to attract and retain highly talented professionals;

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•

the impact on our business from new or amended legislation or ~~regulations; and~~

regulations, including the Inflation Reduction Act of 2022;

•

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

•

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

•

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

•

the effect of global climate change on our portfolio companies;

•

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

•

purchases of our common stock pursuant to any 10b5-1 plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market;

•

purchases of our common stock by us under any 10b5-1 plan or otherwise may result in dilution to our NAV per share;

•

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

•

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

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL ~~INFORMATION~~STATEMENTS

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

   September 30, 2017
(Unaudited) December 31, 2016
Assets
Non-controlled/non-affiliated investments, at fair value (cost of $1,015,440 and $1,055,203, respectively)    $ 989,904 $ 1,004,793
Non-controlled affiliated investments, at fair value (cost of $107,223 and $89,715, respectively)    93,669 84,103
Controlled affiliated investments, at fair value (cost of $94,342 and $77,592, respectively)    95,114 78,394
Investments in affiliated money market fund (cost of $3 and $1, respectively)    3 1
Cash    11,967 4,565
Interest and dividends receivable from non-controlled/affiliated investments and non-controlled/non-affiliated investments
   7,617 7,841
Dividend receivable from controlled affiliated investments    2,350 1,925
Other income receivable from controlled affiliated investments    1,096 2,212
Deferred financing costs    5,107 6,018
Deferred offering costs    160 605
Other assets    699 76


Total assets    $ 1,207,686 $ 1,190,533


Liabilities
Debt (net of debt issuance costs of $3,945 and $4,598, respectively)    $ 443,805 $ 498,152
Interest and other debt expenses payable    2,842 1,569
Management fees payable    4,369 4,406
Incentive fees payable    4,624 1,474
Distribution payable    18,049 16,349
Accrued offering costs    527 518
Directors’ fees payable    175 8
Accrued expenses and other liabilities    2,136 2,920


Total liabilities    $ 476,527 $ 525,396


Commitments and Contingencies (Note 7)
Net Assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)    $ – $ –
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,109,905 and 36,331,662 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)
   40 36
Paid-in capital in excess of par    801,048 719,847
Accumulated net realized gain (loss)    (64,362 ) (23,729 )
Accumulated undistributed net investment income    34,172 25,624
Net unrealized appreciation (depreciation) on investments    (38,318 ) (55,220 )
Allocated income tax expense    (1,421 ) (1,421 )


TOTAL NET ASSETS    $ 731,159 $ 665,137


TOTAL LIABILITIES AND NET ASSETS    $ 1,207,686 $ 1,190,533


Net asset value per share    $ 18.23 $ 18.31


	March 31, 2024 (Unaudited)			December 31, 2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $3,531,330 and $3,500,119)	$	3,401,026		$	3,371,910
Non-controlled affiliated investments (cost of $71,317 and $73,672)		39,088			42,419
Total investments, at fair value (cost of $3,602,647 and $3,573,791)	$	3,440,114		$	3,414,329
Investments in affiliated money market fund (cost of $499 and $—)		499			—
Cash		52,319			52,363
Interest and dividends receivable		38,214			38,534
Deferred financing costs		14,134			14,937
Other assets		1,922			2,656
Total assets	$	3,547,202		$	3,522,819
Liabilities
Debt (net of debt issuance costs of $13,012 and $5,447)	$	1,830,810		$	1,826,794
Interest and other debt expenses payable		8,758			13,369
Management fees payable		8,732			8,708
Incentive fees payable		10,882			13,041
Distribution payable		50,447			49,304
Unrealized depreciation on foreign currency forward contracts		581			726
Accrued expenses and other liabilities		5,386			9,052
Total liabilities	$	1,915,596		$	1,920,994
Commitments and contingencies (Note 8)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 112,103,346 and 109,563,525 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)		112			110
Paid-in capital in excess of par		1,865,489			1,827,715
Distributable earnings (loss)		(232,574	)		(224,579	)
Allocated income tax expense		(1,421	)		(1,421	)
Total net assets	$	1,631,606		$	1,601,825
Total liabilities and net assets	$	3,547,202		$	3,522,819
Net asset value per share	$	14.55		$	14.62

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

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Goldman Sachs BDC, Inc.

Consolidated ~~Statements~~Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	For the three months ended September 30,						For the nine months ended September 30,						For the Three Months Ended
	2017			2016			2017			2016			March 31, 2024			March 31, 2023
Investment Income:
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	28,204		$	29,259		$	85,383		$	84,879		$	96,910		$	98,130
Payment-in-kind income														12,646			7,717
Other income														857			882
From non-controlled affiliated investments:
Dividend income		–			633			–			1,890			412			107
Interest income														656			507
Payment-in-kind income														55			49
Other income		1,255			756			2,090			1,153			7			12

Total investment income from non-controlled/non-affiliated investments		29,459			30,648			87,473			87,922
From non-controlled affiliated investments:
Payment-in-kind		1,885			54			5,287			54
Interest income		354			333			1,476			333
Dividend income		7			10			20			32
Other income		7			6			19			6

Total investment income from non-controlled affiliated investments		2,253			403			6,802			425
From controlled affiliated investments:
Dividend income		2,350			1,825			7,250			4,650
Other income		350			1,074			1,096			1,618

Total investment income from controlled affiliated investments		2,700			2,899			8,346			6,268

Total investment income	$	34,412		$	33,950		$	102,621		$	94,615		$	111,543		$	107,404

Expenses:
Interest and other debt expenses	$	4,884		$	3,628		$	14,235		$	9,909		$	27,614		$	27,264
Incentive fees														10,882			22,302
Management fees		4,369			4,292			13,181			12,606			8,732			8,921
Incentive fees		4,624			5,459			9,595			8,948
Professional fees		509			637			1,443			1,818			1,110			878
Administration, custodian and transfer agent fees		219			213			608			654
Directors’ fees		177			263			525			743			207			207
Other expenses		302			487			925			1,122

Other general and administrative expenses														1,062			1,057
Total expenses	$	15,084		$	14,979		$	40,512		$	35,800		$	49,607		$	60,629

NET INVESTMENT INCOME (LOSS) BEFORE TAXES	$	19,328		$	18,971		$	62,109		$	58,815

Excise tax expense	$	383		$	294		$	1,116		$	728

NET INVESTMENT INCOME (LOSS) AFTER TAXES	$	18,945		$	18,677		$	60,993		$	58,087


Fee waivers													$	—		$	(1,986	)
Net expenses													$	49,607		$	58,643
Net investment income before taxes													$	61,936		$	48,761
Income tax expense, including excise tax													$	1,076		$	775
Net investment income after taxes													$	60,860		$	47,986
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	138		$	(21,993	)	$	(38,138	)	$	(21,993	)	$	(17,646	)	$	(36,261	)
Non-controlled affiliated investments		(2,495	)		–			(2,495	)		–			658			—
Foreign currency and other transactions														186			200
Net change in unrealized appreciation (depreciation) from:
Non controlled/non-affiliated investments		(341	)		23,891			24,874			(3,824	)
Non controlled affiliated investments		1,574			1,353			(7,942	)		864
Controlled affiliated investments		291			735			(30	)		1,930

Non-controlled/non-affiliated investments														(2,095	)		18,510
Non-controlled affiliated investments														(976	)		(295	)
Foreign currency forward contracts														145			(41	)
Foreign currency translations and other transactions														1,350			(1,650	)
Net realized and unrealized gains (losses)	$	(833	)	$	3,986		$	(23,731	)	$	(23,023	)	$	(18,378	)	$	(19,537	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,112		$	22,663		$	37,262		$	35,064


Net investment income (loss) per share (basic and diluted)	$	0.47		$	0.51		$	1.60		$	1.60
Earnings per share (basic and diluted)	$	0.45		$	0.62		$	0.98		$	0.97
(Provision) benefit for taxes on realized gain/loss on investments													$	16		$	—
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments														(46	)		(386	)
Net increase (decrease) in net assets from operations													$	42,452		$	28,063
Weighted average shares outstanding		40,106,702			36,320,014			38,130,304			36,312,852			110,076,876			104,591,739
Distributions declared per share	$	0.45		$	0.45		$	1.35		$	1.35
Basic and diluted net investment income per share													$	0.55		$	0.46
Basic and diluted earnings (loss) per share													$	0.39		$	0.27

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

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Goldman Sachs BDC, Inc.

Consolidated Statements ofof Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)

   For the nine
months ended
September 30, 2017 For the nine
months ended
September 30, 2016
Increase (decrease) in net assets resulting from operations:
Net investment income
   $ 60,993 $ 58,087
Net realized gain (loss) on investments
   (40,633 ) (21,993 )
Net change in unrealized appreciation (depreciation) on investments
   16,902 (1,030 )


Net increase (decrease) in net assets resulting from operations    $ 37,262 $ 35,064


Distributions to stockholders from:
Net investment income
   $ (52,445 ) $ (49,023 )


Total distributions to stockholders    $ (52,445 ) $ (49,023 )


Capital transactions:
Issuance of common stock (3,737,500 and 0 shares, respectively)
   $ 80,288 $ –
Reinvestment of stockholder distributions (40,743 and 14,492 shares, respectively)
   917 279


Net increase (decrease) in net assets resulting from capital transactions    $ 81,205 $ 279


TOTAL INCREASE (DECREASE) IN NET ASSETS    $ 66,022 $ (13,680 )


Net assets at beginning of period    $ 665,137 $ 688,650


Net assets at end of period    $ 731,159 $ 674,970


Accumulated undistributed net investment income
   $ 34,172 $ 23,415


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Net assets at beginning of period	$	1,601,825		$	1,502,394
Increase (decrease) in net assets from operations:
Net investment income	$	60,860		$	47,986
Net realized gain (loss)		(16,802	)		(36,061	)
Net change in unrealized appreciation (depreciation)		(1,576	)		16,524
(Provision) benefit for taxes on realized gain/loss on investments		16			—
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(46	)		(386	)
Net increase (decrease) in net assets from operations	$	42,452		$	28,063
Distributions to stockholders from:
Distributable earnings	$	(50,447	)	$	(49,258	)
Total distributions to stockholders	$	(50,447	)	$	(49,258	)
Capital transactions:
Issuance of common stock (net of offering and underwriting costs)	$	36,035		$	97,556
Reinvestment of stockholder distributions		1,741			1,690
Net increase in net assets from capital transactions	$	37,776		$	99,246
Total increase (decrease) in net assets	$	29,781		$	78,051
Net assets at end of period	$	1,631,606		$	1,580,445
Distributions per share	$	0.45		$	0.45

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

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Goldman Sachs BDC, Inc.

Consolidated ~~Statements~~Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)


	For the nine months ended September 30, 2017			For the nine months ended September 30, 2016			For the Three Months Ended
							March 31, 2024			March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations:	$	37,262		$	35,064
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Net increase in net assets from operations:							$	42,452		$	28,063
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(494,609	)		(219,901	)		(138,966	)		(43,021	)
Payment-in-kind		(5,177	)		(368	)
Payment-in-kind interest capitalized								(15,302	)		(8,310	)
Investments in affiliated money market fund, net		(2	)		10,114			(499	)		—
Proceeds from sales of investments and principal repayments		472,443			139,493			114,611			30,455
Net realized (gain) loss on investments		40,633			21,993
Net realized (gain) loss								16,988			36,261
Net change in unrealized (appreciation) depreciation on investments		(16,902	)		1,030			3,071			(18,215	)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions								(72	)		30
Amortization of premium and accretion of discount, net		(7,785	)		(4,151	)		(6,188	)		(5,856	)
Amortization of deferred financing and debt issuance costs		1,484			908			1,787			1,536
Amortization of original issue discount on convertible notes		92			–
Increase (decrease) in operating assets and liabilities:
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		–			313			—			(421	)
(Increase) decrease in interest and dividends receivable		(201	)		516			320			1,984
(Increase) decrease in other income receivable		1,116			(937	)
(Increase) decrease in other assets		(623	)		162			256			(601	)
Increase (decrease) in interest and other debt expenses payable		1,282			(100	)		(5,760	)		(7,483	)
Increase (decrease) in management fees payable		(37	)		54			24			(142	)
Increase (decrease) in incentive fees payable		3,150			5,323			(2,159	)		20,316
Increase (decrease) in directors’ fees payable		167			226
Increase (decrease) in accrued expenses and other liabilities		(784	)		(1,207	)		(3,525	)		(2,322	)

Net cash provided by (used for) operating activities	$	31,509		$	(11,468	)	$	7,038		$	32,274


Cash flows from financing activities:
Proceeds from issuance of common stock (net of underwriting costs)	$	81,571		$	–		$	36,566		$	98,085
Offering costs paid		(829	)		(40	)		(194	)		(28	)
Distributions paid		(49,828	)		(48,737	)		(47,563	)		(44,593	)
Deferred financing and debt issuance costs paid		(21	)		(45	)		(7,400	)		(115	)
Borrowings on debt		405,350			195,500			502,582			68,937
Repayments of debt		(460,350	)		(143,250	)		(491,000	)		(147,000	)

Net cash provided by (used for) financing activities	$	(24,107	)	$	3,428		$	(7,009	)	$	(24,714	)


Net increase (decrease) in cash		7,402			(8,040	)	$	29		$	7,560
Effect of foreign exchange rate changes on cash and cash equivalents								(73	)		11
Cash, beginning of period		4,565			22,710			52,363			39,602

Cash, end of period	$	11,967		$	14,670		$	52,319		$	47,173


Supplemental and non-cash financing activities
Supplemental and non-cash activities
Interest expense paid	$	10,601		$	8,803		$	30,934		$	32,729
Accrued but unpaid excise tax expense	$	1,079		$	722		$	1,778		$	1,076
Accrued but unpaid deferred financing and debt issuance costs	$	52		$	8
Accrued but unpaid offering costs	$	527		$	–
Accrued but unpaid distributions	$	18,049		$	16,345		$	50,447		$	49,258
Reinvestment of stockholder distributions	$	917		$	279		$	1,741		$	1,690
Exchange of investments							$	59,464		$	—

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of ~~September 30, 2017~~March 31, 2024

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
Debt Investments - 206.87%
Canada - 7.61%
1st Lien/Senior Secured Debt - 5.15%
Trader Corporation	Automobiles	12.04%	C + 6.75%	12/21/29	CAD		314	$	227		$	232		(6) (7) (8)
Trader Corporation	Automobiles		C + 6.75%	12/22/28	CAD		24		—			—		(6) (7) (8) (9)
Recochem, Inc	Chemicals	11.15%	C + 5.75%	11/01/30	CAD		7,971		5,639			5,825		(6) (7) (8)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		1,941		(13	)		(14	)	(6) (7) (8) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		1,294		(18	)		(10	)	(6) (7) (8) (9)
Recochem, Inc	Chemicals	11.06%	S + 5.75%	11/01/30			1,762		1,728			1,744		(6) (7) (8)
ATX Networks Corp.	Communications Equipment	13.07%	S + 7.50%	09/01/26			3,593		3,593			3,359		(6) (8) (10)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.92%	S + 6.50%	01/30/26			18,948		18,790			18,853		(6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services		S + 6.50%	01/30/26			3,445		(26	)		(17	)	(6) (7) (8) (9)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.92%	S + 6.50%	01/30/26			7,752		7,678			7,714		(6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services		S + 6.50%	01/30/26			1,659		—			(8	)	(6) (7) (8) (9)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.93%	S + 6.50%	01/30/26			9,964		9,795			9,914		(6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	11.20%	S + 5.75%	11/06/26			9,124		9,056			9,055		(6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services		S + 5.75%	11/06/26			1,260		(6	)		(9	)	(6) (7) (8) (9)
Everest Clinical Research Corporation	Professional Services	11.20%	S + 6.00%	11/06/26			5,728		5,647			5,685		(6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	11.68%	S + 6.25%	05/25/27			21,167		20,917			20,955		(6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		S + 6.25%	05/25/27			3,387		(37	)		(34	)	(6) (7) (8) (9)
iWave Information Systems, Inc.	Software	11.58%	S + 6.25%	11/23/28			880		862			858		(6) (7) (8)
iWave Information Systems, Inc.	Software		S + 6.25%	11/23/28			438		(2	)		(11	)	(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									83,830			84,091
1st Lien/Last-Out Unitranche (11) - 2.36%
Doxim, Inc.	Financial Services	13.43%	S + 8.00%	06/01/26		$	5,110	$	5,047		$	5,020		(7) (8)
Doxim, Inc.	Financial Services	13.43%	S + 8.00%	06/01/26			3,829		3,785			3,762		(7) (8)
Doxim, Inc.	Financial Services	12.43%	S + 7.00%	06/01/26			6,580		6,504			6,334		(7) (8)
Doxim, Inc.	Financial Services	12.18%	S + 6.75%	06/01/26			24,438		24,159			23,460		(7) (8)
Total 1st Lien/Last-Out Unitranche									39,495			38,576
Unsecured Debt - 0.10%
ATX Networks Corp.	Communications Equipment	10.00%	10.00% PIK	09/01/28		$	2,238	$	2,015		$	1,572		(6) (8) (10)
Total Unsecured Debt									2,015			1,572
Total Canada								$	125,340		$	124,239
Germany - 0.06%
1st Lien/Senior Secured Debt - 0.06%
Kawa Solar Holdings Limited	Construction & Engineering			12/31/24		$	3,318	$	800		$	—		(6) (8) (10) (12)
Kawa Solar Holdings Limited	Construction & Engineering			12/31/24			3,917		3,603			901		(6) (8) (10) (12)
Total 1st Lien/Senior Secured Debt									4,403			901
Total Germany								$	4,403		$	901
Singapore - 0.00%
Unsecured Debt - 0.00%
Conergy Asia & ME Pte. LTD.	Construction & Engineering			06/30/24		$	1,266	$	1,055		$	—		(6) (8) (10) (12)
Total Unsecured Debt									1,055			—
Total Singapore								$	1,055		$	—

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
Investments at Fair Value – 161.21% # *
Corporate Debt⁽¹⁾ – 143.99%
1st Lien/Senior Secured Debt – 48.65%
Artesyn Embedded Technologies, Inc.⁽²⁾ Electronic Equipment, Instruments & Components 9.75% 10/15/2020 $ 20,000 $ 20,000 $ 20,100
Continuum Managed Services LLC^{(+) (3)} IT Services L + 8.75% (1.00% Floor) 06/08/2023 21,606 21,034 21,012
Continuum Managed Services LLC^{(3) (4) (5)} IT Services L + 8.75% (1.00% Floor) 06/08/2023 1,800 (46 ) (49 )
Continuum Managed Services LLC^{(3) (4) (5)} IT Services L + 8.75% (1.00% Floor) 06/08/2022 2,220 (57 ) (61 )
Dade Paper & Bag, LLC^{(+) (3) (6)} Distributors L + 7.50% (1.00% Floor) 06/10/2024 11,072 10,858 10,851
Elemica, Inc.^{(+) (6)} Software L + 8.00% (1.00% Floor) 07/07/2021 41,969 41,120 41,234
Elemica, Inc.^{(4) (5) (6)} Software L + 8.00% (1.00% Floor) 07/07/2021 6,000 (119 ) (105 )
Heligear Acquisition Co.^{(2) (6)} Aerospace & Defense 10.25% 10/15/2019 17,500 17,352 17,762
Infinity Sales Group^{(+++) (6)} Media L + 10.50% (1.00% Floor) 11/21/2018 29,273 29,096 27,809
Iracore International Holdings, Inc.^{^ (+) (6)} Energy Equipment & Services L + 9.00% (1.00% Floor) 04/12/2021 3,389 3,389 3,389
Kawa Solar Holdings Limited^{^ (+++) (6) (7) (12)} Construction & Engineering L + 8.00% PIK 07/02/2018 10,483 10,372 9,671
Kawa Solar Holdings Limited^{^ (6) (7) (8) (12)} Construction & Engineering 07/02/2018 3,643 1,126 —
Legacy Buyer Corp.^{(+++) (6)} Health Care Providers & Services L + 8.00% (1.00% Floor) 10/24/2019 24,689 24,445 24,195
Legacy Buyer Corp.^{(4) (5) (6)} Health Care Providers & Services L + 8.00% (1.00% Floor) 10/24/2019 2,500 (25 ) (50 )
Madison-Kipp Corporation^{(+) (6)} Machinery L + 9.00% (1.00% Floor) 05/26/2020 33,540 33,135 33,372
Netvoyage Corporation^{(+) (3) (6)} Software L + 9.50% (1.00% Floor) 03/24/2022 7,849 7,704 7,711
Netvoyage Corporation^{(3) (4) (5) (6)} Software L + 9.50% (1.00% Floor) 03/24/2022 654 (12 ) (11 )
SF Home Décor, LLC^{(+++) (3)} Household Products L + 9.50% (1.00% Floor) 07/13/2022 21,133 20,518 20,499
The Merit Distribution Group, LLC^{(+++) (6)} Distributors L + 11.25% (0.50% Floor) 04/08/2021 24,250 23,777 24,250
US Med Acquisition, Inc.^{(+++) (6)} Health Care Equipment & Supplies L + 9.00% (1.00% Floor) 08/13/2021 30,341 29,905 29,431
Vexos, Inc.^{(+++) (6)} Electronic Equipment, Instruments & Components L + 9.50% (1.00% Floor) 10/09/2019 37,797 37,426 36,474
Xactly Corporation^{(+) (3)} Internet Software & Services L + 7.25% (1.00% Floor) 07/29/2022 19,800 19,415 19,404
Xactly Corporation^{(3) (4) (5)} Internet Software & Services L + 7.25% (1.00% Floor) 07/29/2022 1,697 (33 ) (34 )
Yasso, Inc.^{(++) (3) (6)} Food Products L + 7.75% (1.00% Floor) 03/23/2022 9,055 8,889 8,873

Total 1st Lien/Senior Secured Debt
359,269 355,727
1st Lien/Last-Out Unitranche⁽⁹⁾ – 37.53%
Associations, Inc.^{(+++) (6)} Real Estate Management & Development L + 7.00% (1.00% Floor) 12/23/2019 57,690 57,109 57,402
Avenue Stores, LLC^{(+) (6)} Specialty Retail L + 8.00% (1.00% Floor) 09/19/2019 30,000 29,657 30,000
Bolttech Mannings, Inc.^{(+++) (6)}⁽¹⁰⁾ Commercial Services & Supplies L + 7.75% (1.00% Floor) 12/21/2018 40,342 40,095 17,347
Intelligent Document Solutions, Inc.^{(+++) (3)} Diversified Financial Services L + 8.25% (1.00% Floor) 08/31/2022 11,900 11,607 11,602
Mervin Manufacturing, Inc.^{(+++) (6)} Leisure Equipment & Products L + 7.50% (1.00% Floor) 10/10/2019 11,165 11,055 10,327
myON, LLC^{(+) (3) (6)} Internet Software & Services L + 8.50% (1.00% Floor) 02/17/2022 7,100 6,972 6,976
NTS Communications, Inc.^{^ (+++) (6)} Diversified Telecommunication Services L + 9.00% (1.25% Floor) PIK 06/06/2019 56,928 53,950 49,243
Pro-Pet, LLC^{(+) (6)} Household Products L + 7.25% (0.75% Floor) 11/21/2019 31,600 31,214 29,546
Smarsh, Inc.^{(+) (3) (6)} Software L + 7.88% (1.00% Floor) 03/31/2021 17,756 17,463 17,445
The Service Companies Inc.^{(+++) (6)} Professional Services L + 10.25% (1.00% Floor) 03/26/2019 45,085 44,752 44,521

Total 1st Lien/Last-Out Unitranche

303,874 274,409
2nd Lien/Senior Secured Debt – 57.36%
American Dental Partners, Inc.^{(+++) (3) (6)} Health Care Providers & Services L + 8.50% (1.00% Floor) 09/25/2023 8,500 8,300 8,309
ASC Acquisition Holdings, LLC^{(+++) (6)} Distributors L + 13.00% (1.00% Floor) 12/15/2022 30,000 29,249 30,000
Country Fresh Holdings, LLC^{(+++) (3)} Food Products L + 8.75% (1.00% Floor) 10/02/2023 9,400 9,216 9,212
DiscoverOrg, LLC⁽⁺⁾ Software L + 8.50% (1.00% Floor) 02/23/2024 59,500 58,374 58,905

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of ~~September 30, 2017~~March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
United Kingdom - 2.62%
1st Lien/Senior Secured Debt - 2.62%
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 1.00% PIK)	07/25/28	GBP		14,253	$	16,922		$	17,494		(6) (7) (8)
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 1.00% PIK)	07/25/28	GBP		11,993		7,126			7,238		(6) (7) (8) (9)
Bigchange Group Limited	Software	11.47%	SN + 6.00%	12/23/26	GBP		11,990		15,889			14,831		(6) (7) (8)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26	GBP		2,835		3,370			3,274		(6) (7) (8) (9)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26	GBP		2,400		(38	)		(61	)	(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									43,269			42,776
Total United Kingdom								$	43,269		$	42,776
United States - 196.58%
1st Lien/Senior Secured Debt - 186.01%
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.06%	S + 6.75%	01/09/30		$	970	$	945		$	960		(7) (8)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28			250		(5	)		(3	)	(7) (8) (9)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.06%	S + 6.75%	01/09/30			741		727			733		(7) (8)
Thrasio, LLC	Broadline Retail		S + 7.00%	12/18/26			38,932		38,479			17,033		(7) (8) (13)
Thrasio, LLC	Broadline Retail	13.44%	S + 8.11%	07/01/24			2,140		2,105			2,140		(7) (8)
Acuity Specialty Products, Inc. (dba Zep Inc.)	Chemicals	9.31%	S + 4.00%	10/02/28			52,917		52,917			50,800		(7) (8)
Elemica Parent, Inc.	Chemicals	10.96%	S + 5.50%	09/18/25			930		915			911		(7) (8)
Elemica Parent, Inc.	Chemicals	10.98%	S + 5.50%	09/18/25			6,858		6,672			6,721		(7) (8)
Elemica Parent, Inc.	Chemicals	10.98%	S + 5.50%	09/18/25			1,345		1,318			1,318		(7) (8)
Elemica Parent, Inc.	Chemicals	10.97%	S + 5.50%	09/18/25			1,463		1,447			1,433		(7) (8)
Elemica Parent, Inc.	Chemicals	10.98%	S + 5.50%	09/18/25			548		542			537		(7) (8)
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29			835		(16	)		(17	)	(7) (8) (9)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	11.06%	S + 5.75%	11/15/30			5,013		4,916			4,912		(7) (8)
3SI Security Systems, Inc.	Commercial Services & Supplies	11.48%	S + 6.00%	12/16/26			13,080		12,971			12,557		(8)
3SI Security Systems, Inc.	Commercial Services & Supplies	11.48%	S + 6.00%	12/16/26			1,992		1,940			1,913		(8)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28			4,189		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28			541		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28			270		—			—		(7) (9)
Halo Branded Solutions, Inc.	Commercial Services & Supplies	9.93%	S + 4.50%	06/30/25			6,207		6,194			4,428
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies	10.57%	S + 5.25%	02/07/31			9,522		9,335			9,332		(7)
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies		S + 5.25%	02/07/31			4,213		(41	)		(42	)	(7) (9)
Kene Acquisition, Inc. (dba Entrust)	Commercial Services & Supplies		S + 5.25%	02/07/31			1,264		(25	)		(25	)	(7) (9)
Superior Environmental Solutions	Commercial Services & Supplies	11.93%	S + 6.50%	08/01/29			3,980		3,888			3,940		(7) (8)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29			600		(7	)		(6	)	(7) (8) (9)
Superior Environmental Solutions	Commercial Services & Supplies	11.93%	S + 6.50%	08/01/29			400		151			156		(7) (8) (9)
Sweep Purchaser LLC	Commercial Services & Supplies	11.08%	S + 5.75%	06/30/27			19,111		18,923			18,920		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.08%	S + 5.75%	06/30/27			10,704		10,651			10,650		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies		S + 5.75%	06/30/27			4,541		(40	)		(23	)	(7) (8) (9)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies	11.31%	S + 6.00%	10/31/29			12,139		11,880			11,896		(7) (8)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies		S + 6.00%	10/31/29			1,902		(40	)		(38	)	(7) (8) (9)
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/30			1,383		—			—		(7) (9)
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/31			3,689		—			—		(7) (9)
USA DeBusk, LLC	Commercial Services & Supplies		S + 5.25%	03/19/31			10,028		—			—		(7) (9)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	11.07%	S + 5.50%	06/29/27			32,169		31,877			31,686		(7) (8)

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
DuBois Chemicals, Inc.^{(+) (3) (6)} Chemicals L + 8.00% (1.00% Floor) 03/15/2025 $ 20,700 $ 20,255 $ 20,493
ERC Finance, LLC^{(+) (3)} Health Care Providers & Services L + 8.00% (1.00% Floor) 09/21/2025 19,800 19,356 19,355
Global Tel*Link Corporation⁽⁺⁺⁺⁾ Diversified Telecommunication Services L + 7.75% (1.25% Floor) 11/23/2020 28,000 27,711 27,860
IHS Intermediate Inc.^{(+++) (6)} Health Care Providers & Services L + 8.25% (1.00% Floor) 07/20/2022 10,000 9,847 9,525
Market Track, LLC^{(+) (3) (6)} Internet Catalog & Retail L + 7.75% (1.00% Floor) 06/05/2025 22,200 21,553 21,534
MedPlast Holdings, Inc.^{(++) (6)} Health Care Equipment & Supplies L + 8.75% (1.00% Floor) 06/06/2023 46,500 45,418 45,453
MPI Products LLC^{(+++) (6)} Auto Components L + 9.00% (1.00% Floor) 01/30/2020 20,000 19,846 19,850
National Spine and Pain Centers, LLC^{(+++) (3) (6)} Health Care Providers & Services L + 8.25% (1.00% Floor) 12/02/2024 19,100 18,545 18,527
Oasis Outsourcing Holdings, Inc.^{(+) (3)} Diversified Financial Services L + 7.25% (1.00% Floor) 07/01/2024 22,760 22,427 22,419
P2 Upstream Acquisition Co.⁽⁺⁺⁺⁾ Software L + 8.00% (1.00% Floor) 04/30/2021 5,000 4,971 4,758
PPC Industries Inc.^{(+++) (3)} Containers & Packaging L + 8.00% (1.00% Floor) 05/08/2025 8,330 8,250 8,309
Reddy Ice Corporation⁽⁺⁺⁺⁾ Food Products L + 9.50% (1.25% Floor) 11/01/2019 13,500 13,240 12,656
Securus Technologies Holdings, Inc.^(+++++) Diversified Telecommunication Services L + 7.75% (1.25% Floor) 04/30/2021 20,000 19,874 20,017
SMB Shipping Logistics, LLC^{(++++) (3) (6)} Air Freight & Logistics L + 8.75% (1.00% Floor) 02/03/2025 25,000 24,647 24,625
SW Holdings, LLC^{(+++) (6)} Media L + 8.75% (1.00% Floor) 12/30/2021 14,265 14,057 14,051
Zep Inc.^{(+) (3)} Chemicals L + 8.25% (1.00% Floor) 08/11/2025 23,800 23,208 23,502

Total 2nd Lien/Senior Secured Debt
418,344 419,360
Unsecured Debt – 0.45%
CB-HDT Holdings, Inc.^{^ (6)} Aerospace & Defense 12.00% PIK 12/15/2019 3,300 3,300 3,300

Total Unsecured Debt
3,300 3,300

Total Corporate Debt 1,084,787 1,052,796
Portfolio Company Industry Coupon Shares Cost Fair Value
Preferred Stock⁽¹⁾ – 1.70%
CB-HDT Holdings, Inc.^{^ (6) (8)} Aerospace & Defense 1,108,333 $ 10,185 $ 11,815
Conergy Asia Holdings, Ltd.^{^ (7) (8) (13)} Construction & Engineering 600,000 600 600
Kawa Solar Holdings Limited^{^ (6) (7) (10) (12)} Construction & Engineering 8.00% PIK 52,899 778 —
NTS Communications, Inc.^{^ (6) (8)} Diversified Telecommunication Services 263 187 —

Total Preferred Stock
11,750 12,415
Common Stock⁽¹⁾ – 2.51%
CB-HDT Holdings, Inc.^{^ (6) (8)} Aerospace & Defense 453,383 2,393 4,833
Conergy Asia Holdings, Ltd.^{^ (6) (7) (8) (13)} Construction & Engineering 2,000 4,700 3,474
Continuum Managed Services LLC -
Class A^{(3) (6) (8)}
IT Services 733 733 733
Continuum Managed Services LLC -
Class B^{(3) (6) (8)}
IT Services 496,698 7 7
Iracore International Holdings, Inc.^{^ (6) (8)} Energy Equipment & Services 28,898 7,003 6,213
Kawa Solar Holdings Limited^^{(6) (7) (8)}⁽¹²⁾ Construction & Engineering 1,399,556 — —
myON, LLC^{(3) (6) (8)} Internet Software & Services 16,087 600 600
National Spine and Pain Centers, LLC^{(3) (6) (8)} Health Care Providers & Services 600 600 600
NTS Communications, Inc.^{^ (6) (8)} Diversified Telecommunication Services 595,215 3 —
Prairie Provident Resources, Inc.^{^^^ (7) (8) (14)} Oil, Gas & Consumable Fuels 3,579,988 9,237 1,131
Yasso, Inc.^{(3) (6) (8)} Food Products 850 850 771

Total Common Stock
26,126 18,362

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of ~~September 30, 2017~~March 31, 2024 (continued)

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		S + 5.50%	06/29/27	$	944	$	(8	)	$	(14	)	(7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.43%	S + 6.13%	08/31/27		940		915			940		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/26		122		(1	)		—		(7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.43%	S + 6.13%	08/31/27		31,082		30,669			31,082		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.43%	S + 6.13%	08/31/27		4,007		3,925			4,007		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/27		952		(9	)		—		(7) (8) (9)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	11.30%	S + 6.00%	10/04/30		4,478		4,371			4,410		(7) (8)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29		522		(12	)		(8	)	(7) (8) (9)
A Place For Mom, Inc.	Diversified Consumer Services	9.94%	S + 4.50%	02/10/26		7,211		7,200			6,346		(8)
Assembly Intermediate LLC	Diversified Consumer Services		S + 6.00%	10/19/27		4,399		(53	)		—		(7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services	11.41%	S + 6.00%	10/19/27		10,998		7,573			7,698		(7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services	11.41%	S + 6.00%	10/19/27		43,991		43,410			43,991		(7) (8)
CorePower Yoga LLC	Diversified Consumer Services		S + 6.00% (Incl. 1.25% PIK)	05/14/25		1,687		(43	)		(270	)	(7) (8) (9)
CorePower Yoga LLC	Diversified Consumer Services	11.31%	S + 6.00% (Incl. 1.25% PIK)	05/14/25		27,208		26,371			22,854		(7) (8)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	12.18%	S + 6.75%	11/01/28		902		880			898		(7) (8)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	12.18%	S + 6.75%	11/01/28		86		7			8		(7) (8) (9)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services		S + 6.00%	12/15/26		2,363		(22	)		(53	)	(7) (8) (9)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.33%	S + 6.00%	12/15/26		7,725		7,638			7,551		(7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.31%	S + 6.00%	12/15/26		18,745		18,573			18,324		(7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.31%	S + 6.00%	12/15/26		14,661		14,577			14,331		(7) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.44%	S + 6.00%	07/06/27		10,611		10,461			10,531		(7) (8) (10)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.44%	S + 6.00%	07/06/27		7,400		3,802			3,829		(7) (8) (9) (10)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.44%	S + 6.00%	07/06/27		1,900		165			176		(7) (8) (9) (10)
Spotless Brands, LLC	Diversified Consumer Services	12.23%	S + 6.75%	07/25/28		214		209			212		(7) (8)
Spotless Brands, LLC	Diversified Consumer Services	12.21%	S + 6.75%	07/25/28		33		32			33		(7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.68%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		4,155		4,024			4,114		(7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.69%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		714		106			112		(7) (8) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		119		(4	)		(1	)	(7) (8) (9)
Whitewater Holding Company LLC	Diversified Consumer Services	11.21%	S + 5.75%	12/21/27		17,125		16,891			16,954		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.23%	S + 5.75%	12/21/27		2,340		2,135			2,141		(7) (8) (9)
Whitewater Holding Company LLC	Diversified Consumer Services	11.21%	S + 5.75%	12/21/27		5,749		5,667			5,691		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.21%	S + 5.75%	12/21/27		5,712		5,634			5,655		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.47%	S + 6.00%	12/21/27		2,684		2,284			2,317		(7) (8) (9)
Iracore International Holdings, Inc.	Energy Equipment & Services	14.46%	S + 9.00%	04/12/26		2,361		2,361			2,337		(8) (10)
Checkmate Finance Merger Sub, LLC	Entertainment	11.90%	S + 6.50%	12/31/27		30,787		30,361			30,325		(7) (8)
Checkmate Finance Merger Sub, LLC	Entertainment		S + 6.50%	12/31/27		3,140		(40	)		(47	)	(7) (8) (9)
Picture Head Midco LLC	Entertainment	12.82%	S + 7.25% (Incl. 0.50% PIK)	12/31/24		44,856		44,578			43,062		(7) (8) (14)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		2,805		(21	)		(21	)	(7) (9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.81%	S + 5.50%	05/08/28		21,441		21,278			21,280		(7)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		935		(7	)		(7	)	(7) (9)
Aria Systems, Inc.	Financial Services	13.44%	S + 8.00%	06/30/26		26,828		26,585			26,292		(7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.44%	S + 6.00%	01/25/28		962		950			895		(7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.44%	S + 6.00%	01/25/28		38		25			23		(7) (8) (9)
Computer Services, Inc.	Financial Services	10.59%	S + 5.25%	11/15/29		990		945			980		(7) (8)
Computer Services, Inc.	Financial Services		S + 5.25%	11/15/29		14,830		(72	)		(148	)	(7) (8) (9)
Computer Services, Inc.	Financial Services	10.59%	S + 5.25%	11/15/29		10,227		10,127			10,125		(7) (8)
Coretrust Purchasing Group LLC	Financial Services	11.83%	S + 6.50%	10/01/29		765		745			765		(7) (8)
Coretrust Purchasing Group LLC	Financial Services		S + 6.50%	10/01/29		113		(3	)		—		(7) (8) (9)

Portfolio Company LLC Interest Cost Fair Value
Investment Funds & Vehicles⁽¹⁾ – 13.01%
Senior Credit Fund, LLC^{^^ (7)} $ 94,342 $ 94,342 $ 95,114

Total Investment Funds & Vehicles
94,342 95,114
Yield Shares Cost Fair Value
Investments in Affiliated Money Market Fund⁽¹⁾– 0.00% #*
Goldman Sachs Financial Square Government Fund - Institutional Shares 0.91%⁽¹¹⁾ 3,420 3 3

Total Investments in Affiliated Money Market Fund
3 3

TOTAL INVESTMENTS – 161.21% $ 1,217,008 $ 1,178,690

LIABILITIES IN EXCESS OF OTHER ASSETS – (61.21%) $ (447,531 )

NET ASSETS – 100.00% $ 731,159

~~Percentages are based on net assets.~~

~~Unless otherwise indicated, all investments are domiciled in the United States.~~

^{^}

As defined in the Investment Company Act of 1940, 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”.

^{^^}

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Significant Agreements and Related Party Transactions”.

^{^^^}

The investment is deemed to be an “affiliated person” of the Company because it falls under the definition of “affiliated person” in the Investment Company Act of 1940 with respect to the Company.

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2017 was 1.23%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2017 was 1.27%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2017 was 1.33%.~~

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2017 was 1.51%.~~

^(+++++)

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1week LIBOR plus a base rate. The 1 week LIBOR as of September 30, 2017 was 1.21%.~~

⁽¹⁾

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

⁽²⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. As of September 30, 2017, the aggregate fair value of these securities is $37,862 or 5.18% of the Company’s net assets.

⁽³⁾

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

⁽⁴⁾

⁽⁵⁾

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

⁽⁶⁾

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

⁽⁷⁾

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. 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, 2017 the aggregate fair value of non-qualifying assets was $109,990 or 9.11% of the Company’s total assets.

⁽⁸⁾

~~Non-income producing security.~~

⁽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.~~

⁽¹⁰⁾

~~The investment was on non-accrual status as of September 30, 2017.~~

⁽¹¹⁾

~~The rate shown is the annualized seven-day yield as of September 30, 2017.~~

⁽¹²⁾

~~The investment is domiciled in Germany. As of September 30, 2017 the aggregate fair value of investments domiciled in Germany was $9,671 or 1.32% of net assets.~~

⁽¹³⁾

~~The investment is domiciled in Singapore. As of September 30, 2017 the aggregate fair value of investments domiciled in Singapore was $4,074 or 0.56% of net assets.~~

⁽¹⁴⁾

~~The investment is domiciled in Canada.~~

~~L – LIBOR~~

~~PIK – Payment-In-Kind~~

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Coretrust Purchasing Group LLC	Financial Services		S + 6.50%	10/01/29	$	113	$	(1	)	$	—		(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		1,952		(56	)		(20	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		34,889		33,725			34,540		(7) (8)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		10,979		6,625			6,781		(7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.73%	S + 8.25%	11/27/29		4,880		1,260			1,300		(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 7.00%	11/27/29		25,712		(189	)		(257	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 7.00%	11/27/29		6,428		(47	)		(64	)	(7) (8) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services		S + 5.00%	05/25/28		5,600		(14	)		(42	)	(7) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services		S + 5.00%	05/25/28		2,382		(16	)		(18	)	(7) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services	10.30%	S + 5.00%	05/25/28		24,251		24,028			24,069		(7)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.31%	S + 6.00%	06/01/28		21,365		21,043			20,083		(7) (8)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.31%	S + 6.00%	06/01/28		5,384		4,593			4,350		(7) (8) (9)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.31%	S + 6.00%	06/01/28		2,718		2,680			2,555		(7) (8)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services		S + 5.25%	02/24/31		1,875		(18	)		(19	)	(7) (9)
Project Accelerate Parent, LLC (dba ABC Fitness)	Financial Services	10.58%	S + 5.25%	02/24/31		13,125		12,995			12,994		(7)
StarCompliance Intermediate, LLC	Financial Services	11.65%	S + 6.25%	01/12/27		15,600		15,434			15,444		(7) (8)
StarCompliance Intermediate, LLC	Financial Services	11.65%	S + 6.25%	01/12/27		2,500		1,701			1,700		(7) (8) (9)
StarCompliance Intermediate, LLC	Financial Services	11.65%	S + 6.25%	01/12/27		2,514		2,484			2,489		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.93%	S + 5.50%	12/06/25		2,269		2,227			2,195		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.93%	S + 5.50%	12/06/25		10,236		10,041			9,903		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.93%	S + 5.50%	12/06/25		4,412		4,368			4,269		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.93%	S + 5.50%	12/06/25		4,816		4,782			4,660		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	11.48%	S + 6.00%	12/06/25		5,611		5,548			5,471		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.73%	S + 5.50%	06/21/25		4,094		997			962		(7) (8) (9)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.95%	S + 5.50%	06/21/25		21,421		21,057			21,099		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.95%	S + 5.50%	06/21/25		1,623		1,616			1,598		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.82%	S + 5.50%	06/21/25		5,146		5,074			5,068		(7) (8)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	11.58%	S + 6.25%	07/02/25		30,739		30,093			30,739		(7)
Zeus Company, Inc.	Health Care Equipment & Supplies		S + 5.50%	02/28/30		3,426		(51	)		(51	)	(7) (9)
Zeus Company, Inc.	Health Care Equipment & Supplies		S + 5.50%	02/28/31		4,568		(34	)		(34	)	(7) (9)
Zeus Company, Inc.	Health Care Equipment & Supplies	10.81%	S + 5.50%	02/28/31		24,551		24,186			24,182		(7)
Argos Health Holdings, Inc	Health Care Providers & Services	11.07%	S + 5.75%	12/03/27		21,505		21,216			20,752		(7) (8)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services	12.70%	S + 7.25%PIK	05/31/26		2,932		2,877			2,866		(8)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 7.25%PIK	05/31/26		1,037		775			864		(8) (13)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 7.00%	05/31/26	$	415	$	—		$	—		(8) (9)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.47%	S + 6.50%	10/01/26		788		770			772		(7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services		S + 6.50%	10/01/25		180		(1	)		(4	)	(7) (8) (9)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.07%	S + 6.50%	10/01/26		17,610		17,416			17,258		(7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.56%	S + 9.00% (Incl. 2.75% PIK)	07/01/24		3,350		3,332			3,049		(7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.56%	S + 9.00% (Incl. 2.75% PIK)	07/01/24		19,305		19,223			17,568		(7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.56%	S + 9.00% (Incl. 2.75% PIK)	07/01/24		1,979		1,974			1,801		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.83%	S + 5.50%	05/11/28		14,644		14,413			14,497		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.83%	S + 5.50%	05/11/28		4,445		4,371			4,401		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.83%	S + 5.50%	05/11/28		2,120		715			721		(7) (8) (9)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.50%	05/11/28		11,162		(124	)		(112	)	(7) (8) (9)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.08%	S + 5.75%	05/11/28		3,087		3,016			3,056		(7) (8)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	8.58%	S + 3.25%	03/31/25		3,350		3,350			3,350		(8)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		376		373			316		(7) (8)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		22,462		22,263			18,868		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.16%	S + 5.75%	08/28/28		2,224		2,194			2,157		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.16%	S + 5.75%	08/26/27		1,711		1,690			1,659		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.16%	S + 5.75%	08/28/28		21,128		20,833			20,494		(7) (8)
Highfive Dental Holdco, LLC	Health Care Providers & Services	12.18%	S + 6.75%	06/13/28		2,791		2,718			2,722		(7) (8)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		1,875		(48	)		(47	)	(7) (8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		313		(8	)		(8	)	(7) (8) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	11.21%	S + 5.75%	10/15/27		15,055		14,845			15,018		(7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.21%	S + 5.75%	10/15/27		23,809		23,497			23,749		(7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	13.25%	P + 4.75%	10/15/27		2,802		317			343		(7) (8) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	11.46%	S + 6.00%	10/15/27		9,949		5,804			5,901		(7) (8) (9)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	12.43%	S + 7.00%	03/18/27		89		—			6		(7) (8) (9) (10) (14)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	12.43%	S + 7.00%	03/18/27		723		708			708		(7) (8) (10)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	13.50%	P + 4.50%	12/15/27		2,217		379			384		(7) (8) (9)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.95%	S + 5.50%	12/15/27		10,115		9,978			10,014		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
One GI LLC	Health Care Providers & Services	12.18%	S + 6.75%	12/22/25	$	9,191	$	9,118		$	8,640		(7) (8)
One GI LLC	Health Care Providers & Services	12.18%	S + 6.75%	12/22/25		22,356		22,176			21,014		(7) (8)
One GI LLC	Health Care Providers & Services	12.17%	S + 6.75%	12/22/25		3,610		3,582			3,393		(7) (8)
One GI LLC	Health Care Providers & Services	12.18%	S + 6.75%	12/22/25		6,548		6,479			6,156		(7) (8)
One GI LLC	Health Care Providers & Services	12.18%	S + 6.75%	12/22/25		11,934		11,820			11,218		(7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services		S + 5.50%	08/05/27		3,052		(35	)		(153	)	(7) (8) (9)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.83%	S + 5.50%	08/05/28		9,983		9,834			9,484		(7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.83%	S + 5.50%	08/05/28		18,400		18,146			17,480		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.56%	S + 6.00%	01/02/25		27,248		26,883			24,796		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.56%	S + 6.00%	01/02/25		7,529		7,499			6,852		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.56%	S + 6.00%	01/02/25		6,016		5,992			5,475		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.56%	S + 6.00%	01/02/25		1,631		1,625			1,484		(7) (8)
Purfoods, LLC	Health Care Providers & Services	11.71%	S + 6.25%	08/12/26		579		566			576		(7) (8)
Purfoods, LLC	Health Care Providers & Services	11.72%	S + 6.25%	08/12/26		391		387			389		(7) (8)
SpendMend, LLC	Health Care Providers & Services	10.95%	S + 5.50%	03/01/28		626		618			620		(7) (8)
SpendMend, LLC	Health Care Providers & Services	10.97%	S + 5.50%	03/01/28		83		32			32		(7) (8) (9)
SpendMend, LLC	Health Care Providers & Services	10.96%	S + 5.50%	03/01/28		276		125			124		(7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.71%	S + 6.25%	08/15/25		25,721		25,195			25,207		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.72%	S + 6.25%	08/15/25		4,565		1,551			1,506		(7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.71%	S + 6.25%	08/15/25		7,798		7,730			7,642		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.74%	S + 6.25%	08/15/25		2,109		2,088			2,067		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.71%	S + 6.25%	08/15/25		4,630		4,593			4,537		(7) (8)
Total Vision LLC	Health Care Providers & Services	11.56%	S + 6.00%	07/15/26		4,943		4,892			4,820		(7) (8)
Total Vision LLC	Health Care Providers & Services		S + 6.00%	07/15/26		1,270		(12	)		(32	)	(7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.57%	S + 6.00%	07/15/26		2,460		2,435			2,399		(7) (8)
Total Vision LLC	Health Care Providers & Services	11.59%	S + 6.00%	07/15/26		10,331		9,575			9,449		(7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.59%	S + 6.00%	07/15/26		16,801		16,602			16,381		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.95%	S + 5.50%	12/21/26		7,431		7,349			7,208		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.95%	S + 5.50%	12/21/26		3,023		2,032			1,971		(7) (8) (9)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.95%	S + 5.50%	12/21/26		21,377		21,157			20,736		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.95%	S + 5.50%	12/21/26		9,586		9,487			9,299		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Businessolver.com, Inc.	Health Care Technology	10.91%	S + 5.50%	12/01/27	$	18,296	$	18,173		$	18,113		(7) (8)
Businessolver.com, Inc.	Health Care Technology	10.91%	S + 5.50%	12/01/27		2,722		644			626		(7) (8) (9)
ESO Solutions, Inc	Health Care Technology	12.35%	S + 7.00%	05/03/27		39,908		39,437			39,508		(7) (8)
ESO Solutions, Inc	Health Care Technology	12.35%	S + 7.00%	05/03/27		3,620		2,133			2,136		(7) (8) (9)
Experity, Inc.	Health Care Technology		S + 5.75%	02/24/28		81		—			(2	)	(7) (8) (9)
Experity, Inc.	Health Care Technology	11.15%	S + 5.75%	02/24/28		901		898			874		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology		S + 8.25% (Incl. 3.75% PIK)	06/24/26		1,880		(16	)		(56	)	(7) (8) (9)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.71%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		15,358		15,223			14,897		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.71%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		2,695		2,679			2,614		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.71%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		1,004		997			974		(7) (8)
HealthEdge Software, Inc.	Health Care Technology		S + 5.75%	04/09/26		3,800		(36	)		(29	)	(7) (8) (9)
HealthEdge Software, Inc.	Health Care Technology	11.18%	S + 5.75%	04/09/26		3,414		3,414			3,388		(7) (8)
HealthEdge Software, Inc.	Health Care Technology	11.18%	S + 5.75%	04/09/26		36,636		36,268			36,361		(7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	11.36%	S + 6.00%	05/11/29		12,337		12,141			11,967		(7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	11.38%	S + 6.00%	05/11/29		2,975		1,201			1,146		(7) (8) (9)
Intelligent Medical Objects, Inc.	Health Care Technology	11.31%	S + 6.00%	05/11/28		1,490		218			194		(7) (8) (9)
MedeAnalytics, Inc.	Health Care Technology		3.00% PIK	10/23/28		218		142			148		(7) (8) (10) (13)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		24,090		23,713			24,030		(7) (8)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	13.10%	S + 7.50%	07/18/28		1,815		518			540		(7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.94%	S + 7.50%	07/18/28		8,063		6,499			6,479		(7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		2,255		2,237			2,249		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology		S + 6.25%	06/30/25		7,824		(57	)		(98	)	(7) (8) (9)
PlanSource Holdings, Inc.	Health Care Technology	11.62%	S + 6.25%	06/30/25		56,720		55,804			56,011		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology	11.66%	S + 6.25%	06/30/25		905		900			893		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology	11.66%	S + 6.25%	06/30/25		905		900			893		(7) (8)
WebPT, Inc.	Health Care Technology	12.17%	S + 6.75%	01/18/28		2,617		1,327			1,320		(7) (8) (9)
WebPT, Inc.	Health Care Technology	12.19%	S + 6.75%	01/18/28		25,126		23,914			24,623		(7) (8)
WebPT, Inc.	Health Care Technology	12.18%	S + 6.75%	01/18/28		5,534		5,475			5,423		(7) (8)
WebPT, Inc.	Health Care Technology	12.12%	S + 6.75%	01/18/28		2,617		2,182			2,156		(7) (8) (9)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/21/26		50,230		49,269			30,515		(7) (8) (13)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/22/25		7,500		7,332			4,556		(7) (8) (13)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	11.18%	S + 5.75%	07/09/25		56,073		54,709			55,792		(7) (8)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	11.18%	S + 5.75%	07/09/25		4,688		3,088			3,129		(7) (8) (9)
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)	Household Products	14.19%	S + 8.75%	09/21/26		38,385		37,682			33,203		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers		S + 6.50%	08/11/27		3,685		(45	)		(74	)	(7) (8) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.81%	S + 6.50%	08/11/27		35,122		34,664			34,420		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.81%	S + 6.50%	08/11/27		6,700		6,700			6,566		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.81%	S + 6.50%	08/11/27		4,269		2,517			2,432		(7) (8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		427		(6	)		(1	)	(7) (8) (9)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27	$	531	$	526		$	530		(7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		554		549			552		(7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		2,116		2,096			2,110		(7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		5,416		5,366			5,403		(7) (8)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.63%	S + 6.25%	04/15/27		2,956		488			508		(7) (8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.70%	S + 6.25%	04/15/27		2,941		2,914			2,934		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.45%	S + 6.00%	10/09/26		3,983		3,951			3,944		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.43%	S + 6.00%	10/09/26		374		145			146		(7) (8) (9)
Sunstar Insurance Group, LLC	Insurance	11.45%	S + 6.00%	10/09/26		334		331			331		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.45%	S + 6.00%	10/09/26		20,285		20,167			20,082		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.31%	S + 6.00%	10/09/26		4,725		1,469			1,480		(7) (8) (9)
Lithium Technologies, Inc.	Interactive Media & Services	14.32%	S + 9.00% (Incl. 4.50% PIK)	01/03/25		94,755		94,636			87,649		(7) (8)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.71%	S + 9.25% (Incl. 3.50% PIK)	06/15/26		33,431		32,863			30,088		(7) (8) (14)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.71%	S + 9.25% (Incl. 3.50% PIK)	06/15/26		1,217		1,201			1,095		(7) (8) (14)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.72%	S + 9.25% (Incl. 3.50% PIK)	06/15/26		2,422		2,358			2,180		(7) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	11.32%	S + 6.00%	10/02/29		3,403		3,339			3,344		(7) (8)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		882		(8	)		(15	)	(7) (8) (9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29		706		(13	)		(12	)	(7) (8) (9)
Kaseya Inc.	IT Services	11.31%	S + 6.00% (Incl. 2.50% PIK)	06/25/29		18,777		18,555			18,777		(7) (8)
Kaseya Inc.	IT Services	13.31%	S + 6.00% (Incl. 2.50% PIK)	06/25/29		1,101		61			68		(7) (8) (9)
Kaseya Inc.	IT Services	10.83%	S + 5.50%	06/25/29		1,103		265			278		(7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.94%	S + 5.50%	01/20/27		21,502		21,271			21,394		(7) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27		2,600		(25	)		(13	)	(7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.94%	S + 5.50%	01/20/27		3,998		569			578		(7) (8) (9)
WSO2, Inc.	IT Services	12.94%	S + 7.50% (Incl. 3.00% PIK)	11/04/26		33,388		33,035			33,054		(7) (8)
Xactly Corporation	IT Services	12.69%	S + 7.25%	07/31/25		62,025		61,500			61,715		(7) (8)
Xactly Corporation	IT Services		S + 7.25%	07/31/25		3,874		(27	)		(19	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.50%	07/18/28		538		(6	)		(8	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.50%	07/18/28		269		(6	)		(4	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	11.83%	S + 6.50%	07/18/28		4,173		4,075			4,110		(7) (8)
Recorded Books Inc. (dba RBMedia)	Media	11.58%	S + 6.25%	08/31/28		749		436			447		(7) (8) (9)
Recorded Books Inc. (dba RBMedia)	Media	11.59%	S + 6.25%	09/03/30		9,228		8,989			9,136		(7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.85%	S + 7.25%	12/16/27		16,053		15,793			14,126		(7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.82%	S + 7.25%	06/16/27		2,200		193			(37	)	(7) (8) (9)
Amspec Parent, LLC	Professional Services	11.05%	S + 5.75%	12/05/30		3,523		3,438			3,488		(7) (8)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/30		508		(6	)		(5	)	(7) (8) (9)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/29		$	476	$	(11	)	$	(5	)	(7) (8) (9)
Bullhorn, Inc.	Professional Services	10.93%	S + 5.50%	09/30/26			25,952		25,381			25,952		(7) (8)
Bullhorn, Inc.	Professional Services		S + 5.50%	09/30/26			1,344		(9	)		—		(7) (8) (9)
Bullhorn, Inc.	Professional Services	10.93%	S + 5.50%	09/30/26			1,201		1,192			1,201		(7) (8)
Bullhorn, Inc.	Professional Services	10.93%	S + 5.50%	09/30/26			429		420			429		(7) (8)
Bullhorn, Inc.	Professional Services	10.93%	S + 5.50%	09/30/26			538		526			538		(7) (8)
Bullhorn, Inc.	Professional Services	10.93%	S + 5.50%	09/30/26			4,622		4,609			4,622		(7) (8)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		S + 6.75%	05/18/29			28,000		(279	)		(560	)	(7) (8) (9)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		S + 6.75%	05/18/29			4,753		(141	)		(95	)	(7) (8) (9)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	11.90%	S + 6.75%	05/18/29			45,389		43,403			44,481		(7) (8)
Diligent Corporation	Professional Services	11.71%	S + 6.25%	08/04/25			24,040		23,647			23,980		(7) (8)
Diligent Corporation	Professional Services	10.14%	E + 6.25%	08/04/25	EUR		37,192		42,808			40,025		(7) (8)
Diligent Corporation	Professional Services	11.71%	S + 6.25%	08/04/25			3,100		1,344			1,356		(7) (8) (9)
iCIMS, Inc.	Professional Services	12.05%	S + 6.75%	08/18/28			4,199		227			155		(7) (8) (9)
iCIMS, Inc.	Professional Services	12.58%	S + 7.25% (Incl. 3.88% PIK)	08/18/28			46,322		45,733			44,932		(7) (8)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28			8,923		—			(268	)	(7) (8) (9)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.16%	S + 5.75%	11/30/27			16,865		16,638			16,696		(7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.19%	S + 5.75%	11/30/27			17,142		16,902			16,971		(7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	13.25%	P + 4.75%	11/30/27			2,992		87			95		(7) (8) (9)
Pluralsight, Inc	Professional Services	13.47%	S + 8.00%	04/06/27			75,915		75,025			66,805		(7) (8)
Pluralsight, Inc	Professional Services	13.47%	S + 8.00%	04/06/27			5,100		5,045			4,488		(7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	15.48%	S + 10.00% (Incl. 3.50% PIK)	10/22/27			10,793		10,736			10,254		(6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	15.48%	S + 10.00% (Incl. 3.50% PIK)	10/22/27			35,187		34,888			33,428		(6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	15.48%	S + 10.00% (Incl. 3.50% PIK)	10/22/27			11,385		11,322			10,816		(6) (7) (8)
MRI Software LLC	Real Estate Mgmt. & Development	10.90%	S + 5.50%	02/10/27			22,920		22,380			22,748
MRI Software LLC	Real Estate Mgmt. & Development		S + 5.50%	02/10/27			1,612		(19	)		(12	)	(9)
MRI Software LLC	Real Estate Mgmt. & Development	10.90%	S + 5.50%	02/10/27			6,453		6,434			6,404
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27			7,987		—			(80	)	(7) (8) (9)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.84%	S + 6.50%	07/01/27			76,666		76,666			75,899		(7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.17%	S + 6.25%	03/10/27			16,017		15,794			15,416		(7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.40%	S + 6.25%	03/10/27			1,220		1,082			1,052		(7) (8) (9)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.17%	S + 6.25%	03/10/27			1,676		1,665			1,613		(7) (8)
Acquia, Inc.	Software	12.45%	S + 7.00%	10/31/25			3,268		1,051			1,036		(7) (8) (9)
Acquia, Inc.	Software	12.74%	S + 7.00%	10/31/25			42,164		41,374			41,532		(7) (8)
Acquia, Inc.	Software	12.48%	S + 7.00%	10/31/25			10,554		10,368			10,396		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.84%	S + 7.00%	07/01/26			4,570		1,786			1,645		(7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.61%	S + 8.00%	07/01/26			2,339		2,339			2,292		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.58%	S + 7.00%	07/01/26			39,210		38,798			37,642		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.58%	S + 8.00%	07/01/26			6,600		6,600			6,468		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.58%	S + 8.00%	07/01/26	$		12,500	$	7,405		$	7,155		(7) (8) (9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.81%	S + 6.50%	07/01/30			2,934		2,866			2,920		(7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 6.50%	07/01/30			487		(8	)		(2	)	(7) (8) (9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.80%	S + 6.50%	07/01/30			192		190			191		(7) (8)
CivicPlus LLC	Software	11.99%	S + 6.50% (Incl. 2.50% PIK)	08/24/27			6,530		6,440			6,448		(7) (8)
CivicPlus LLC	Software		S + 6.50% (Incl. 2.50% PIK)	08/24/27			1,217		(16	)		(15	)	(7) (8) (9)
CivicPlus LLC	Software	11.99%	S + 6.50% (Incl. 2.50% PIK)	08/24/27			3,068		3,023			3,030		(7) (8)
CivicPlus LLC	Software	11.99%	S + 6.50% (Incl. 2.50% PIK)	08/24/27			6,475		6,387			6,394		(7) (8)
CloudBees, Inc.	Software	12.44%	S + 7.00% (Incl. 2.50% PIK)	11/24/26			12,674		12,195			12,674		(7) (8)
CloudBees, Inc.	Software	12.44%	S + 7.00% (Incl. 2.50% PIK)	11/24/26			29,658		28,595			29,658		(7) (8)
Crewline Buyer, Inc. (dba New Relic)	Software	12.06%	S + 6.75%	11/08/30			3,482		3,398			3,395		(7) (8)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30			363		(9	)		(9	)	(7) (8) (9)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27			5,532		2,743			2,713		(7) (8) (9)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27			51,766		51,318			50,990		(7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		S + 3.50%	01/17/31			1,645		(16	)		(16	)	(7) (9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	12.78%	S + 5.75% (Incl. 2.25% PIK)	01/17/31			11,620		11,507			11,504		(7)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		S + 5.75% (Incl. 2.25% PIK)	01/17/31			1,736		(10	)		(17	)	(7) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.93%	S + 5.50%	12/01/28			1,757		1,740			1,748		(7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.93%	S + 5.50%	12/01/28			41,539		41,464			41,332		(7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/02/27			4,710		(7	)		(24	)	(7) (8) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/01/28			12,952		(11	)		(65	)	(7) (8) (9)
NAVEX TopCo, Inc.	Software	11.07%	S + 5.75%	11/08/30			9,190		9,013			9,167
NAVEX TopCo, Inc.	Software		S + 5.75%	11/09/28			810		(15	)		(2	)	(9)
Ncontracts, LLC	Software	11.80%	S + 6.50%	12/11/29			10,689		10,430			10,529		(7) (8)
Ncontracts, LLC	Software	11.82%	S + 6.50%	12/11/29			987		76			84		(7) (8) (9)
Ncontracts, LLC	Software		S + 6.50%	12/11/29			987		(12	)		(15	)	(7) (8) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			4,201		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			4,444		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		S + 5.00%	05/03/29			19,070		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		SN + 5.00%	05/03/29	GBP		2,150		—			—		(6) (7) (9)
Northstar Acquisition HoldCo, LLC (dba n2y)	Software		N + 5.00%	05/03/29	NOK		47,123		—			—		(6) (7) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			1,047		327			333		(7) (8) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28			13,919		13,619			13,710		(7) (8)
Pioneer Buyer I, LLC	Software	12.31%	S + 7.00% PIK	11/01/28			30,524		30,194			30,448		(7) (8)
Pioneer Buyer I, LLC	Software		S + 7.00% PIK	11/01/27			4,300		(52	)		(11	)	(7) (8) (9)
Rubrik, Inc.	Software	12.47%	S + 7.00%	08/17/28			34,387		34,076			34,387		(7) (8)
Rubrik, Inc.	Software	12.47%	S + 7.00%	08/17/28			4,806		1,595			1,638		(7) (8) (9)
Singlewire Software, LLC	Software	11.31%	S + 6.00%	05/10/29			800		779			792		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Singlewire Software, LLC	Software		S + 6.00%	05/10/29		129		(3	)		(1	)	(7) (8) (9)
Smarsh, Inc.	Software	11.06%	S + 5.75%	02/16/29		6,667		3,295			3,267		(8) (9)
Smarsh, Inc.	Software	11.08%	S + 5.75%	02/16/29		1,667		655			650		(8) (9)
Smarsh, Inc.	Software	11.06%	S + 5.75%	02/16/29		26,667		26,463			26,400		(8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.67%	S + 6.25%	07/02/27		12,313		12,166			12,128		(7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.66%	S + 6.25%	07/02/27		4,925		2,419			2,389		(7) (8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.67%	S + 6.25%	07/02/27		41,043		40,655			40,427		(7) (8)
WorkForce Software, LLC	Software	12.74%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		23,393		23,043			23,160		(7) (8)
WorkForce Software, LLC	Software		S + 7.25% (Incl. 3.00% PIK)	07/31/25		1,894		(12	)		(19	)	(7) (8) (9)
WorkForce Software, LLC	Software	12.74%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		3,299		3,274			3,266		(7) (8)
WorkForce Software, LLC	Software	12.74%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,425		2,404			2,401		(7) (8)
Zarya Intermediate, LLC (dba iOFFICE)	Software	11.84%	S + 6.50%	07/01/27		6,247		6,124			6,184		(7) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/29		5,964		—			—		(7) (9)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/31		25,560		—			—		(7) (9)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	03/01/31		46,860		—			—		(7) (9)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	11.57%	S + 6.25%	09/29/27		5,736		5,685			5,679		(7) (8)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.08%	S + 5.75%	10/07/30		13,042		3,745			3,625		(7) (8) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.08%	S + 5.75%	10/07/30		16,556		16,163			16,142		(7) (8)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.43%	S + 5.98%	11/01/28		22,502		22,339			22,390		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.43%	S + 5.98%	11/01/28		1,935		1,921			1,926		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.43%	S + 5.98%	11/01/28		1,383		1,373			1,376		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.43%	S + 5.98%	11/01/28		1,999		1,984			1,989		(7)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	10.31%	S + 5.00%	04/02/25		50,650		49,967			50,397		(7) (8)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		S + 5.00%	04/02/25		4,400		(22	)		(22	)	(7) (8) (9)
Total 1st Lien/Senior Secured Debt								3,130,315			3,034,896
1st Lien/Last-Out Unitranche (11) - 7.35%
Doxim, Inc.	Financial Services	11.83%	S + 6.40%	06/01/26	$	22,863	$	22,409		$	21,891		(7) (8)
Doxim, Inc.	Financial Services	11.83%	S + 6.40%	06/01/26		38,967		38,299			37,311		(7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.08%	S + 6.75%	07/07/28		19,504		19,100			19,114		(7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.08%	S + 6.75%	07/07/28		7,591		4,039			3,887		(7) (8) (9)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.58%	S + 6.25%	12/07/28		6,255		6,196			6,193		(7) (8)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.58%	S + 6.25%	12/07/28		3,745		917			915		(7) (8) (9)
K2 Towers III, LLC	Wireless Telecommunication Services	11.86%	S + 6.55%	12/06/28		10,000		8,223			8,218		(7) (8) (9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.93%	S + 6.61%	12/22/28		6,150		6,090			6,088		(7) (8)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.93%	S + 6.61%	12/22/28		3,850		113			112		(7) (8) (9)
Tarpon Towers II LLC	Wireless Telecommunication Services	12.16%	S + 6.83%	02/01/29		5,573		96			94		(7) (9)
Tarpon Towers II LLC	Wireless Telecommunication Services	12.15%	S + 6.83%	02/01/29		9,428		9,335			9,333		(7)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	12.25%	S + 7.00%	08/24/28		3,111		3,074			3,080		(7) (8)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services		S + 7.00%	08/24/28		1,889		(22	)		(19	)	(7) (8) (9)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	9.35%	S + 4.00%	08/31/28		5,000		3,707			3,721		(7) (8) (9)
Total 1st Lien/Last-Out Unitranche								121,576			119,938

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost		Fair Value		Footnotes
2nd Lien/Senior Secured Debt - 2.06%
MPI Engineered Technologies, LLC	Automobile Components	12.00%	12.00% PIK	07/15/25	$	18,836	$	17,080	$	16,953	(8)
MPI Products LLC	Automobile Components			07/15/25		7,412		—		—	(8) (12)
Wine.com, LLC	Beverages	17.53%	S + 12.00% PIK	04/03/27		9,986		10,618		10,585	(7) (8) (14)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products			05/11/26		15,511		—		—	(7) (8) (12)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		10.00% PIK	11/11/25		12,150		9,714		1,883	(7) (8) (13)
Sweep Midco LLC	Commercial Services & Supplies			06/30/27		5,621		4,215		4,215	(7) (8) (12)
Sweep Midco LLC	Commercial Services & Supplies			06/30/27		16,360		—		—	(7) (8) (12)
Animal Supply Intermediate, LLC	Distributors		7.00% PIK	11/14/25		10,656		9,031		—	(8) (10) (13)
Total 2nd Lien/Senior Secured Debt								50,658		33,636
Unsecured Debt - 1.16%
Wine.com, Inc.	Beverages		S + 15.00% PIK	04/03/27	$	13,686	$	—	$	—	(7) (8) (13)
Wine.com, Inc.	Beverages		S + 15.00% PIK	04/03/27		7,894		3,019		343	(7) (8) (13)
Wine.com, Inc.	Beverages	20.53%	S + 15.00% PIK	04/03/27		10,314		14,900		10,288	(7) (8)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 10.00%PIK	05/31/26		1,061		82		276	(8) (13)
CivicPlus LLC	Software	17.00%	S + 11.75%	06/09/34		8,278		8,105		8,071	(7) (8)
Total Unsecured Debt								26,106		18,978
Total United States							$	3,328,655	$	3,207,448
Total Debt Investments							$	3,502,722	$	3,375,364

Investment (1)(5)	Industry(2)	Interest Rate (3)	Initial Acquisition Date (15)		Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 3.97%
Canada - 0.01%
Common Stock - 0.01%
Prairie Provident Resources, Inc.	Oil, Gas & Consumable Fuels					3,579,988	$	9,237	$	198	(6) (12)
Total Common Stock								9,237		198
Total Canada							$	9,237	$	198
Germany - 0.00%
Common Stock - 0.00%
Kawa Solar Holdings Limited	Construction & Engineering		08/17/16			1,399,556	$	—	$	—	(6) (8) (10) (12)
Total Common Stock								—		—
Preferred Stock - 0.00%
Kawa Solar Holdings Limited	Construction & Engineering		10/25/16			88,695	$	778	$	—	(6) (8) (10) (13)
Total Preferred Stock								778		—
Total Germany							$	778	$	—
Singapore - 0.00%
Common Stock - 0.00%
Conergy Asia & ME Pte. LTD.	Construction & Engineering		01/11/21			3,126,780	$	5,300	$	—	(6) (8) (10) (12)
Total Common Stock								5,300		—
Total Singapore							$	5,300	$	—

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Initial Acquisition Date (15)	Shares(4)		Cost		Fair Value		Footnotes
United States - 3.96%
Common Stock - 1.61%
Elah Holdings, Inc.	Capital Markets		05/09/18		111,650	$	5,238	$	5,396	(7) (8) (10) (12)
ATX Parent Holdings, LLC - Class A Units	Communications Equipment		09/01/21		332		167		594	(6) (8) (10) (12)
Foundation Software - Class B	Construction & Engineering		08/31/20		11,826		—		21	(7) (8) (12)
Animal Supply Holdings, LLC	Distributors		08/14/20		37,500		126		—	(8) (10) (12)
Animal Supply Holdings, LLC	Distributors		08/14/20		83,333		13,745		—	(8) (10) (12)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		07/06/22		1,100		1,100		2,056	(7) (8) (10) (12)
Whitewater Holding Company LLC	Diversified Consumer Services		12/21/21		23,400		2,340		2,558	(7) (8) (12)
Iracore International Holdings, Inc.	Energy Equipment & Services		04/13/17		28,898		7,003		7,351	(8) (10) (12)
Country Fresh Holding Company Inc.	Food Products		04/29/19		1,514		888		—	(7) (8) (12)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services		03/29/24		731,038		—		—	(8) (10) (12)
PPT Management Holdings, LLC (dba Pro-PT)	Health Care Providers & Services		05/31/23		1,293		—		—	(8) (12)
Total Vision LLC	Health Care Providers & Services		07/15/21		122,571		2,270		1,930	(7) (8) (12)
MedeAnalytics, Inc.	Health Care Technology		04/21/23		9		—		—	(7) (8) (10) (12)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers		08/11/21		3,355		3,407		4,030	(7) (8) (12)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		03/10/21		29,326		2,933		2,367	(7) (8) (12)
Total Common Stock							39,217		26,303
Preferred Stock - 2.33%
Wine.com, LLC	Beverages		03/03/21		124,040	$	3,067	$	—	(7) (8) (12)
Wine.com, LLC	Beverages		11/14/18		535,226		8,225		—	(7) (8) (12)
Foundation Software	Construction & Engineering		08/31/20		22		21		30	(7) (8) (12)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services		03/29/24		354,698		124		124	(8) (10) (12)
MedeAnalytics, Inc.	Health Care Technology		10/09/20		—		—		—	(7) (8) (10) (12) (16)
WSO2, Inc.	IT Services		11/04/21		561,918		8,876		8,876	(7) (8) (12)
CloudBees, Inc.	Software		11/24/21		1,152,957		12,899		15,819	(7) (8) (12)
Governmentjobs.com, Inc. (dba NeoGov)	Software		12/02/21		10,597		10,332		13,153	(7) (8) (12)
Total Preferred Stock							43,544		38,002
Warrants - 0.02%
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		06/22/20		59	$	—	$	—	(7) (8) (12)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		2,812		—		—	(7) (8) (12)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		294		—		—	(7) (8) (12)
CloudBees, Inc.	Software		11/24/21		333,980		1,849		247	(7) (8) (12)
Total Warrants							1,849		247
Total United States						$	84,610	$	64,552
Total Equity Securities						$	99,925	$	64,750
Total Investments - 210.84%						$	3,602,647	$	3,440,114
Investments in Affiliated Money Market Fund - 0.03%
Goldman Sachs Financial Square Government Fund - Institutional Shares					498,803	$	499	$	499	(17) (18)
Total Investments in Affiliated Money Market Fund							499		499
Total Investments and Investments in Affiliated Money Market Fund - 210.87%						$	3,603,146	$	3,440,613

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)

(Unaudited)

(1)

Percentages are based on net assets.

(2)

For Industry subtotal and percentage, see Note 4 "Investments."

(3)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either Euribor ("E"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), NIBOR ("N"), CDOR ("C") 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. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of March 31, 2024, 3 month E was 3.89%, 1 month S was 5.33%, 3 month S was 5.30%, 6 month S was 5.22%, 3 month SN was 5.19%, 1 month C was 5.29%, 3 month C was 5.30%, 3 month N was 4.73% and P was 8.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024.

(4)

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

(5)

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

(6)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024, the aggregate fair value of these securities is $184,630 or 5.20% of the Company’s total assets.

(7)

Represents 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”.

(8)

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

(9)

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 8 "Commitments and Contingencies".

(10)

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”.

(11)

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.

(12)

Non-income producing security.

(13)

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

(14)

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

(15)

Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of March 31, 2024, the aggregate fair value of these securities is $64,552 or 3.96% of the Company's net assets. The initial acquisition dates have been included for such securities.

(16)

Share amount rounds to less than 1.

(17)

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

(18)

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

ADDITIONAL INFORMATION

Foreign currency forward contracts


Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
Bank of America, N.A.	USD 1,440	GBP 1,322	10/04/24	$	(230	)
Bank of America, N.A.	USD 3,648	Euro 3,606	10/04/24		(273	)
Bank of America, N.A.	USD 2,661	GBP 2,161	01/15/26		(78	)
				$	(581	)

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, ~~2016~~2023

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
Debt Investments - 208.88%
Canada - 7.70%
1st Lien/Senior Secured Debt - 5.21%
Trader Corporation	Automobiles	12.19%	C + 6.75%	12/21/29	CAD		315	$	228		$	235		(6) (7) (8)
Trader Corporation	Automobiles		C + 6.75%	12/22/28	CAD		24		—			—		(6) (7) (8) (9)
Recochem, Inc	Chemicals	11.14%	C + 5.75%	11/01/30			1,762		1,727			1,727		(6) (7)
Recochem, Inc	Chemicals	11.58%	C + 5.75%	11/01/30	CAD		7,971		5,637			5,895		(6) (7)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		1,941		(14	)		(15	)	(6) (7) (9)
Recochem, Inc	Chemicals		C + 5.75%	11/01/30	CAD		1,294		(18	)		(19	)	(6) (7) (9)
ATX Networks Corp.	Communications Equipment	12.97%	S + 7.50%	09/01/26			3,648		3,648			3,483		(6) (8) (10)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.96%	S + 6.50%	01/30/26			18,948		18,770			18,569		(6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.96%	S + 6.50%	01/30/26			9,964		9,768			9,765		(6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.96%	S + 6.50%	01/30/26			7,752		7,669			7,597		(6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services		S + 6.50%	01/30/26			3,445		(29	)		(69	)	(6) (7) (8) (9)
Prophix Software Inc. (dba Pound Bidco)	Financial Services		S + 6.50%	01/30/26			1,659		—			(33	)	(6) (7) (8) (9)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	11.50%	S + 6.00%	11/06/26			9,147		9,074			9,033		(6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services		P + 6.00%	11/06/26			1,260		(7	)		(16	)	(6) (7) (8) (9)
Everest Clinical Research Corporation	Professional Services	11.50%	S + 6.00%	11/06/26			5,742		5,654			5,670		(6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	11.71%	S + 6.25%	05/25/27			21,167		20,900			20,902		(6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		S + 6.25%	05/25/27			3,387		(39	)		(42	)	(6) (7) (8) (9)
iWave Information Systems, Inc.	Software	12.25%	S + 6.75%	11/23/28			882		863			860		(6) (7) (8)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28			438		(2	)		(11	)	(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									83,829			83,531
1st Lien/Last-Out Unitranche (11) - 2.39%
Doxim, Inc.	Financial Services	12.21%	S + 6.75%	06/01/26		$	24,500	$	24,193		$	23,275		(7) (8)
Doxim, Inc.	Financial Services	12.46%	S + 7.00%	06/01/26			6,597		6,513			6,300		(7) (8)
Doxim, Inc.	Financial Services	13.46%	S + 8.00%	06/01/26			5,123		5,054			4,995		(7) (8)
Doxim, Inc.	Financial Services	13.46%	S + 8.00%	06/01/26			3,839		3,790			3,743		(7) (8)
Total 1st Lien/Last-Out Unitranche									39,550			38,313
Unsecured Debt - 0.10%
ATX Networks Corp.	Communications Equipment	10.00%	10.00% PIK	09/01/28		$	2,130	$	1,898		$	1,645		(6) (8) (10)
Total Unsecured Debt									1,898			1,645
Total Canada								$	125,277		$	123,489
Germany - 0.07%
1st Lien/Senior Secured Debt - 0.07%
Kawa Solar Holdings Limited	Construction & Engineering			12/31/24		$	3,917	$	3,603		$	1,073		(6) (8) (10) (12)
Kawa Solar Holdings Limited	Construction & Engineering			12/31/24			3,318		800			—		(6) (8) (10) (12)
Total 1st Lien/Senior Secured Debt									4,403			1,073
Total Germany								$	4,403		$	1,073
Singapore - 0.00%
Unsecured Debt - 0.00%
Conergy Asia & ME Pte. LTD.	Construction & Engineering			06/30/24		$	1,266	$	1,055		$	—		(6) (8) (10) (12)
Total Unsecured Debt									1,055			—
Total Singapore								$	1,055		$	—

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
Investments at Fair Value – 175.50%#
Corporate Debt⁽¹⁾ – 160.95%
1st Lien/Senior Secured Debt – 63.30%
Artesyn Embedded Technologies, Inc.⁽²⁾ Electronic Equipment, Instruments & Components 9.75% 10/15/2020 $ 20,000 $ 20,000 $ 18,325
Data Driven Delivery Systems, LLC⁽⁺⁺⁾ Health Care Technology L + 7.00% (1.00% Floor) 05/30/2019 69,619 67,609 69,619
Dispensing Dynamics International⁽²⁾ Building Products 12.50% 01/01/2018 24,000 24,359 23,520
Elemica, Inc.⁽⁺⁾ Software L + 8.00% (1.00% Floor) 07/07/2021 42,288 41,308 41,336
Elemica, Inc.^{(3) (4)} Software L + 8.00% (1.00% Floor) 07/07/2021 6,000 (139 ) (135 )
Heligear Acquisition Co.⁽²⁾ Aerospace & Defense 10.25% 10/15/2019 17,500 17,289 17,894
Infinity Sales Group⁽⁺⁾ Media L + 10.50% (1.00% Floor) 11/21/2018 30,803 30,518 28,724
Iracore International Holdings, Inc.^{(2) (5) (6)} Energy Equipment & Services 9.50% 06/01/2018 24,250 21,321 6,911
Kawa Solar Holdings Limited^⁽⁷⁾ Construction & Engineering F + 8.20% and 3.50% PIK 07/02/2018 12,767 12,727 12,767
Kawa Solar Holdings Limited^ ^(++) (7) Construction & Engineering L + 8.20% 07/02/2018 2,400 2,392 2,400
Legacy Buyer Corp.⁽⁺⁺⁾ Health Care Providers & Services L + 8.00% (1.00% Floor) 10/24/2019 27,470 27,120 26,508
Legacy Buyer Corp.^{(++) (3)} Health Care Providers & Services L + 8.00% (1.00% Floor) 10/24/2019 2,500 1,668 1,612
Madison-Kipp Corporation⁽⁺⁾ Machinery L + 9.00% (1.00% Floor) 05/26/2020 36,696 36,153 36,420
Perfect Commerce, LLC⁽⁺⁺⁾ Internet Software & Services L + 8.50% (1.00% Floor) 06/30/2020 37,418 36,740 37,605
The Merit Distribution Group, LLC⁽⁺⁺⁾ Distributors L + 11.25% (0.50% Floor) 04/08/2021 30,000 29,329 29,775
US Med Acquisition, Inc.⁽⁺⁾ Health Care Equipment & Supplies L + 9.00% (1.00% Floor) 08/13/2021 30,574 30,069 30,574
Vexos, Inc.⁽⁺⁺⁾ Electronic Equipment, Instruments & Components L + 9.50% (1.00% Floor) 10/09/2019 38,922 38,433 37,171

Total 1st Lien/Senior Secured Debt
436,896 421,026
1st Lien/Last-Out Unitranche⁽⁸⁾ – 46.64%
Associations, Inc.⁽⁺⁺⁾ Real Estate Management & Development L + 7.00% (1.00% Floor) 12/23/2019 58,136 57,324 57,700
Avenue Stores, LLC⁽⁺⁾ Specialty Retail L + 8.00% (1.00% Floor) 09/19/2019 30,000 29,546 30,000
Bolttech Mannings, Inc.⁽⁺⁺⁾ Commercial Services & Supplies L + 7.75% (1.00% Floor) 12/21/2018 36,346 35,967 20,081
Integrated Practice Solutions, Inc.⁽⁺⁺⁾ Software L + 9.10% (1.00% Floor) 08/03/2020 25,781 25,240 25,781
Mervin Manufacturing, Inc.⁽⁺⁺⁾ Leisure Equipment & Products L + 7.50% (1.00% Floor) 10/10/2019 11,165 11,024 9,936
NTS Communications, Inc.^⁽⁺⁺⁾ Diversified Telecommunication Services L + 9.00% (1.25% Floor) PIK 06/06/2019 52,776 48,725 47,498
Pro-Pet, LLC⁽⁺⁾ Household Products L + 7.25% (0.75% Floor) 11/21/2019 31,600 31,104 29,388
The Service Companies Inc.⁽⁺⁾ Professional Services L + 10.25% (1.00% Floor) 03/26/2019 46,580 46,087 45,881
United Road Services, Inc.⁽⁺⁾ Air Freight & Logistics L + 7.50% (1.00% Floor) 12/14/2017 44,658 44,438 43,989

Total 1st Lien/Last-Out Unitranche
329,455 310,254
2nd Lien/Senior Secured Debt – 50.54%
ASC Acquisition Holdings, LLC⁽⁺⁺⁾ Distributors L + 13.00% (1.00% Floor) 12/15/2022 30,000 29,181 30,000
DiscoverOrg, LLC⁽⁺⁺⁾ Software L + 9.00% (1.00% Floor) 02/10/2022 39,500 38,798 38,809
DiversiTech Corporation⁽⁺⁺⁾ Building Products L + 8.00% (1.00% Floor) 11/18/2022 51,350 50,331 50,708
Global Tel*Link Corporation⁽⁺⁺⁾ Diversified Telecommunication Services L + 7.75% (1.25% Floor) 11/23/2020 28,000 27,656 27,125
Highwinds Capital, Inc.⁽⁺⁾ Internet Software & Services L + 12.25% (1.25% Floor) 01/29/2019 59,050 58,591 59,641
Hutchinson Technology, Inc. Computers & Peripherals 10.88% 01/15/2017 12,200 12,189 12,200
IHS Intermediate Inc.⁽⁺⁺⁾ Health Care Providers & Services L + 8.25% (1.00% Floor) 07/20/2022 10,000 9,830 9,500
MedPlast Holdings, Inc. Health Care Equipment & Supplies P + 7.75% (2.00% Floor) 06/06/2023 25,000 24,380 24,375
MPI Products LLC⁽⁺⁺⁾ Auto Components L + 9.00% (1.00% Floor) 01/30/2020 20,000 19,808 19,850
P2 Upstream Acquisition Co.⁽⁺⁺⁺⁾ Software L + 8.00% (1.00% Floor) 04/30/2021 10,000 9,933 9,075

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, ~~2016~~2023 (continued)

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
United Kingdom - 2.61%
1st Lien/Senior Secured Debt - 2.61%
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 8.50% PIK)	07/25/28	GBP		13,954	$	16,528		$	17,297		(6) (7) (8)
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 8.50% PIK)	07/25/28	GBP		11,990		7,108			7,307		(6) (7) (8) (9)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26	GBP		11,990		15,875			14,977		(6) (7) (8)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26	GBP		1,848		2,351			2,309		(6) (7) (8)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26	GBP		2,400		(41	)		(61	)	(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									41,821			41,829
Total United Kingdom								$	41,821		$	41,829
United States - 198.50%
1st Lien/Senior Secured Debt - 186.10%
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.10%	S + 6.75%	01/09/30		$	743	$	728		$	728		(7) (8)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.10%	S + 6.75%	01/09/30			972		946			953		(7) (8)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28			250		(5	)		(5	)	(7) (8) (9)
Thrasio, LLC	Broadline Retail		S + 7.00%	12/18/26			38,832		38,379			22,911		(7) (8) (13)
Acuity Specialty Products, Inc. (dba Zep Inc.)	Chemicals	9.35%	S + 4.00%	10/02/28			53,049		53,049			49,999		(7) (8)
Elemica Parent, Inc.	Chemicals	11.02%	S + 5.50%	09/18/25			6,876		6,660			6,687		(7) (8)
Elemica Parent, Inc.	Chemicals	11.01%	S + 5.50%	09/18/25			1,467		1,448			1,426		(7) (8)
Elemica Parent, Inc.	Chemicals	11.03%	S + 5.50%	09/18/25			1,348		1,317			1,311		(7) (8)
Elemica Parent, Inc.	Chemicals	11.02%	S + 5.50%	09/18/25			930		912			904		(7) (8)
Elemica Parent, Inc.	Chemicals	11.03%	S + 5.50%	09/18/25			549		542			534		(7) (8)
Formulations Parent Corporation (dba Chase Corp)	Chemicals	11.12%	S + 5.75%	11/15/30			5,013		4,914			4,912		(7)
Formulations Parent Corporation (dba Chase Corp)	Chemicals		S + 5.75%	11/15/29			835		(16	)		(17	)	(7) (9)
3SI Security Systems, Inc.	Commercial Services & Supplies	11.52%	S + 6.00%	12/16/26			13,250		13,131			12,720		(8)
3SI Security Systems, Inc.	Commercial Services & Supplies	11.52%	S + 6.00%	12/16/26			2,018		1,961			1,937		(8)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28			4,189		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/27			541		—			—		(7) (9)
ASM Buyer, Inc.	Commercial Services & Supplies		S + 6.00%	01/29/28			270		—			—		(7) (9)
Halo Branded Solutions, Inc.	Commercial Services & Supplies	9.96%	S + 4.50%	06/30/25			6,224		6,208			4,540
Superior Environmental Solutions	Commercial Services & Supplies	11.96%	S + 6.50%	08/01/29			3,990		3,895			3,910		(7) (8)
Superior Environmental Solutions	Commercial Services & Supplies	11.96%	S + 6.50%	08/01/29			400		111			112		(7) (8) (9)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29			600		(7	)		(12	)	(7) (8) (9)
Sweep Purchaser LLC	Commercial Services & Supplies	11.20%	S + 5.75%	11/30/26			27,821		27,517			20,866		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			8,832		8,734			6,624		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			7,082		7,000			5,312		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			4,920		4,856			3,690		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			4,541		4,403			3,315		(7) (8) (9)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies	11.38%	S + 6.00%	10/31/29			12,170		11,901			11,896		(7)
UP Acquisition Corp. (dba Unified Power)	Commercial Services & Supplies		S + 6.00%	10/31/29			1,902		(42	)		(43	)	(7) (9)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	11.14%	S + 5.50%	06/29/27			32,251		31,941			31,445		(7) (8)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		P + 4.50%	06/29/27			944		(8	)		(24	)	(7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.47%	S + 6.13%	08/31/27			31,161		30,722			30,615		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.47%	S + 6.13%	08/31/27			4,017		3,930			3,947		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.47%	S + 6.13%	08/31/27			943		916			926		(7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/26			122		(1	)		(2	)	(7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/27			952		(10	)		(17	)	(7) (8) (9)
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail	11.35%	S + 6.00%	10/04/30			4,478		4,369			4,366		(7)

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
Reddy Ice Corporation⁽⁺⁺⁾ Food Products L + 9.50% (1.25% Floor) 11/01/2019 $ 13,500 $ 13,168 $ 11,610
Securus Technologies Holdings, Inc.⁽⁺⁺⁾ Diversified Telecommunication Services L + 7.75% (1.25% Floor) 04/30/2021 20,000 19,853 19,350
SW Holdings, LLC⁽⁺⁺⁾ Media L + 8.75% (1.00% Floor) 12/30/2021 14,265 14,029 14,015
Washington Inventory Service^{(5) (6)} Professional Services P + 8.00% 06/20/2019 24,800 24,949 9,920

Total 2nd Lien/Senior Secured Debt

352,696 336,178
Unsecured Debt – 0.47%
CB-HDT Holdings, Inc.^ Aerospace & Defense 12.00% PIK 12/15/2019 3,115 3,115 3,115

Total Unsecured Debt

3,115 3,115

Total Corporate Debt 1,122,162 1,070,573

Portfolio Company Industry Coupon    Shares Cost Fair Value
Preferred Stock⁽¹⁾ – 1.78%
CB-HDT Holdings, Inc.^⁽⁵⁾ Aerospace & Defense 1,108,333 $ 10,186 $ 11,083
Kawa Solar Holdings Limited^⁽⁷⁾ Construction & Engineering 8.00% PIK 50,000 750 750
NTS Communications, Inc.^⁽⁵⁾ Diversified Telecommunication Services 263 187 —

Total Preferred Stock

11,123 11,833

Common Stock⁽¹⁾ – 0.98%
CB-HDT Holdings, Inc.^⁽⁵⁾ Aerospace & Defense 453,383 2,393 4,312
Kawa Solar Holdings Limited^^{(5) (7)} Construction & Engineering 1,399,556 — —
NTS Communications, Inc.^⁽⁵⁾ Diversified Telecommunication Services 595,215 3 —
Prairie Provident Resources, Inc.^^{(5) (7)} Oil, Gas & Consumable Fuels 3,579,989 9,237 2,178

Total Common Stock

11,633 6,490

Portfolio Company          LLC Interest Cost Fair Value
Investment Funds & Vehicles⁽¹⁾ – 11.79%
Senior Credit Fund, LLC^^⁽⁷⁾ $ 77,592 $ 77,592 $ 78,394

Total Investment Funds & Vehicles

77,592 78,394

      Yield    Shares Cost Fair Value
Investments in Affiliated Money Market Fund⁽¹⁾ – 0.00%#
Goldman Sachs Financial Square Government Fund 0.45%⁽⁹⁾ 1,179 $ 1 $ 1

Total Investments in Affiliated Money Market Fund
1 1

TOTAL INVESTMENTS – 175.50% $ 1,222,511 $ 1,167,291

LIABILITIES IN EXCESS OF OTHER ASSETS – (75.50%) $ (502,154 )

NET ASSETS – 100.00% $ 665,137

~~Percentages are based on net assets.~~

^{^}

^{^^}

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2016 was 0.77%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2016 was 1.00%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of December 31, 2016 was 1.32%.~~

⁽¹⁾

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

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

Table of Contents

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, ~~2016~~2023 (continued)

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Blast Bidco Inc. (dba Bazooka Candy Brands)	Consumer Staples Distribution & Retail		S + 6.00%	10/05/29	$	522	$	(13	)	$	(13	)	(7) (9)
A Place For Mom, Inc.	Diversified Consumer Services	9.97%	S + 4.50%	02/10/26		7,233		7,221			6,510
Assembly Intermediate LLC	Diversified Consumer Services	11.45%	S + 6.00%	10/19/27		43,991		43,377			43,661		(7) (8)
Assembly Intermediate LLC	Diversified Consumer Services	11.45%	S + 6.00%	10/19/27		10,998		7,565			7,616		(7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services		S + 6.00%	10/19/27		4,399		(57	)		(33	)	(7) (8) (9)
CorePower Yoga LLC	Diversified Consumer Services	11.36%	S + 6.00% (Incl. 1.25% PIK)	05/14/25		27,308		26,290			22,939		(7) (8)
CorePower Yoga LLC	Diversified Consumer Services		S + 6.00% (Incl. 1.25% PIK)	05/14/25		1,687		(52	)		(270	)	(7) (8) (9)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.86%	S + 6.50%	11/01/28		905		881			896		(7) (8)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.96%	S + 6.50%	11/01/28		86		7			8		(7) (8) (9)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26		18,794		18,608			18,230		(7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26		14,699		14,607			14,258		(7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26		7,745		7,651			7,512		(7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services		S + 6.00%	12/15/26		2,363		(24	)		(71	)	(7) (8) (9)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.47%	S + 6.00%	07/06/27		10,638		10,478			10,478		(7) (8) (10)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.47%	S + 6.00%	07/06/27		7,400		3,796			3,774		(7) (8) (9) (10)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		1,900		(27	)		(29	)	(7) (8) (9) (10)
Spotless Brands, LLC	Diversified Consumer Services	12.27%	S + 6.75%	07/25/28		214		209			211		(7) (8)
Spotless Brands, LLC	Diversified Consumer Services	12.25%	S + 6.75%	07/25/28		33		32			33		(7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services	13.33%	S + 7.88% (Incl. 0.38% PIK)	08/14/28		4,162		4,024			4,078		(7) (8)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		119		(4	)		(2	)	(7) (8) (9)
VASA Fitness Buyer, Inc.	Diversified Consumer Services		S + 7.88% (Incl. 0.38% PIK)	08/14/28		714		(12	)		(14	)	(7) (8) (9)
Whitewater Holding Company LLC	Diversified Consumer Services	11.25%	S + 5.75%	12/21/27		17,169		16,922			16,825		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.28%	S + 5.75%	12/21/27		5,763		5,677			5,648		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.25%	S + 5.75%	12/21/27		5,727		5,644			5,612		(7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.52%	S + 6.00%	12/21/27		2,689		2,074			2,079		(7) (8) (9)
Whitewater Holding Company LLC	Diversified Consumer Services	11.26%	S + 5.75%	12/21/27		2,340		495			480		(7) (8) (9)
Iracore International Holdings, Inc.	Energy Equipment & Services	14.50%	S + 9.00%	04/12/24		2,361		2,361			2,337		(8) (10)
Checkmate Finance Merger Sub, LLC	Entertainment	11.95%	S + 6.50%	12/31/27		30,865		30,415			30,248		(7) (8)
Checkmate Finance Merger Sub, LLC	Entertainment		S + 6.50%	12/31/27		3,140		(42	)		(63	)	(7) (8) (9)
Picture Head Midco LLC	Entertainment	12.89%	S + 7.25%	12/31/24		44,913		44,507			43,117		(7) (8) (14)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.85%	S + 5.50%	05/08/28		26,129		25,723			25,999		(7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		2,530		(37	)		(13	)	(7) (8) (9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28		7,120		(52	)		(36	)	(7) (8) (9)
Aria Systems, Inc.	Financial Services	13.47%	S + 8.00%	06/30/26		26,880		26,613			26,073		(7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.47%	S + 6.00%	01/25/28		962		950			895		(7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services		S + 6.00%	01/25/28		38		—			(3	)	(7) (8) (9)
Computer Services, Inc.	Financial Services	12.13%	S + 6.75%	11/15/29		993		966			983		(7) (8)
Coretrust Purchasing Group LLC	Financial Services	12.11%	S + 6.75%	10/01/29		767		747			757		(7) (8)
Coretrust Purchasing Group LLC	Financial Services		S + 6.75%	10/01/29		113		(3	)		(1	)	(7) (8) (9)
Coretrust Purchasing Group LLC	Financial Services		S + 6.75%	10/01/29		113		(1	)		(1	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29		34,889		33,692			33,843		(7)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29		10,979		3,102			3,158		(7) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		1,952		(58	)		(59	)	(7) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29		4,880		(72	)		(73	)	(7) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services	11.00%	S + 5.50%	05/22/26		24,314		24,148			24,010		(7)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services		S + 5.50%	05/22/26		982		(7	)		(12	)	(7) (9)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.35%	S + 6.00%	06/01/28		21,419		21,082			20,134		(7) (8)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.36%	S + 6.00%	06/01/28		5,396		4,601			4,361		(7) (8) (9)

⁽²⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. As of December 31, 2016, the aggregate fair value of these securities is $66,650 or 10.02% of the Company’s net assets.

⁽³⁾

⁽⁴⁾

⁽⁵⁾

~~Non-income producing security.~~

⁽⁶⁾

~~The investment is on non-accrual status as of December 31, 2016. See Note 2 “Significant Accounting Policies”.~~

⁽⁷⁾

⁽⁸⁾

~~In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.~~

⁽⁹⁾

~~The rate shown is the annualized seven-day yield as of December 31, 2016.~~

~~F – Federal Funds Rate (which as of December 31, 2016 was 0.55%)~~

~~L – LIBOR~~

~~P – U.S. Prime Rate (which as of December 31, 2016 was 3.75%)~~

~~PIK – Payment-In-Kind~~

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

Table of Contents

Goldman Sachs BDC, Inc.

~~Notes to the~~ Consolidated ~~Financial Statements~~Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.40%	S + 6.00%	06/01/28	$	2,718	$	367		$	245		(7) (8) (9)
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27		15,600		15,421			15,366		(7) (8)
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27		2,514		2,482			2,476		(7) (8)
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27		2,500		1,449			1,437		(7) (8) (9)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		10,263		10,040			9,929		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	11.53%	S + 6.00%	12/06/25		5,626		5,554			5,499		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		4,829		4,789			4,672		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		4,424		4,373			4,280		(7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		2,269		2,222			2,195		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.49%	S + 5.00%	06/21/25		21,476		21,043			21,047		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.50%	S + 5.00%	06/21/25		1,627		1,618			1,594		(7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.46%	S + 5.00%	06/21/25		4,094		992			942		(7) (8) (9)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	11.72%	S + 6.25%	07/02/25		30,819		30,051			30,742		(7)
Argos Health Holdings, Inc	Health Care Providers & Services	11.15%	S + 5.75%	12/03/27		21,560		21,255			20,805		(7) (8)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services	12.75%	S + 7.25% PIK	05/31/26		2,841		2,780			2,770		(8)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 7.25% PIK	05/31/26		1,004		775			835		(8) (13)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 6.00% PIK	05/31/26		415		—			—		(8) (9)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.14%	S + 6.50%	10/01/26		17,656		17,444			17,126		(7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.14%	S + 6.50%	10/01/26		790		771			766		(7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services		S + 6.50%	10/01/25		180		(1	)		(5	)	(7) (8) (9)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		19,295		19,132			17,559		(7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		3,349		3,312			3,047		(7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		1,977		1,967			1,799		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		14,681		14,441			14,240		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		4,456		4,379			4,323		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.36%	S + 6.00%	05/11/28		3,095		3,021			3,033		(7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		2,120		713			678		(7) (8) (9)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.75%	05/11/28		11,162		(132	)		(223	)	(7) (8) (9)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		22,519		22,307			18,916		(7) (8)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		377		373			317		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/28/28		21,182		20,873			20,547		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/28/28		2,230		2,198			2,163		(7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/26/27		1,711		1,461			1,431		(7) (8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services	12.45%	S + 6.75%	06/13/28		2,798		2,721			2,728		(7) (8)

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28	$	313	$	(8	)	$	(8	)	(7) (8) (9)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		1,875		(50	)		(47	)	(7) (8) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	11.25%	S + 5.75%	10/15/27		23,869		23,539			23,631		(7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.25%	S + 5.75%	10/15/27		15,094		14,870			14,943		(7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.50%	S + 6.00%	10/15/27		9,964		5,812			5,841		(7) (8) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	13.25%	P + 4.75%	10/15/27		2,802		314			322		(7) (8) (9)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services		S + 7.00%	03/18/27		1,018		979			784		(7) (8) (13)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	11.35%	S + 5.75%	12/15/27		10,141		9,996			9,938		(7) (8)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services		S + 5.75%	12/15/27		2,217		(30	)		(44	)	(7) (8) (9)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		22,413		22,210			21,068		(7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		11,964		11,835			11,246		(7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		9,215		9,132			8,662		(7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		6,565		6,486			6,171		(7) (8)
One GI LLC	Health Care Providers & Services		S + 6.75%	12/22/25		3,610		(32	)		(217	)	(7) (8) (9)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/28		18,447		18,181			17,525		(7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/28		10,008		9,853			9,508		(7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/27		3,052		370			254		(7) (8) (9)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25		27,277		26,795			26,118		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25		7,549		7,509			7,228		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25		6,032		5,999			5,775		(7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25		1,635		1,627			1,566		(7) (8)
Purfoods, LLC	Health Care Providers & Services	11.78%	S + 6.25%	08/12/26		581		567			569		(7) (8)
Purfoods, LLC	Health Care Providers & Services	11.77%	S + 6.25%	08/12/26		392		386			384		(7) (8)
SpendMend, LLC	Health Care Providers & Services	11.00%	S + 5.50%	03/01/28		628		619			612		(7) (8)
SpendMend, LLC	Health Care Providers & Services	11.00%	S + 5.50%	03/01/28		276		114			110		(7) (8) (9)
SpendMend, LLC	Health Care Providers & Services	11.02%	S + 5.50%	03/01/28		83		32			31		(7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.53%	S + 6.00%	08/15/25		25,788		25,172			25,015		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.50%	S + 6.00%	08/15/25		7,818		7,738			7,583		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.53%	S + 6.00%	08/15/25		4,642		4,598			4,502		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.54%	S + 6.00%	08/15/25	$	2,113	$	2,089		$	2,050		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	13.50%	P + 5.00%	08/15/25		4,565		59			(23	)	(7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.64%	S + 6.00%	07/15/26		16,844		16,625			16,422		(7) (8)
Total Vision LLC	Health Care Providers & Services	11.63%	S + 6.00%	07/15/26		10,356		9,586			9,473		(7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.63%	S + 6.00%	07/15/26		4,956		4,900			4,832		(7) (8)
Total Vision LLC	Health Care Providers & Services	11.66%	S + 6.00%	07/15/26		2,467		2,439			2,405		(7) (8)
Total Vision LLC	Health Care Providers & Services		S + 6.00%	07/15/26		1,270		(13	)		(32	)	(7) (8) (9)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26		21,432		21,194			20,789		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26		9,610		9,503			9,322		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26		7,450		7,362			7,226		(7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26		3,023		2,030			1,971		(7) (8) (9)
Businessolver.com, Inc.	Health Care Technology	10.96%	S + 5.50%	12/01/27		18,342		18,212			18,159		(7) (8)
Businessolver.com, Inc.	Health Care Technology	10.96%	S + 5.50%	12/01/27		2,723		415			398		(7) (8) (9)
ESO Solutions, Inc	Health Care Technology	12.36%	S + 7.00%	05/03/27		39,908		39,405			39,309		(7) (8)
ESO Solutions, Inc	Health Care Technology	12.36%	S + 7.00%	05/03/27		3,620		2,131			2,118		(7) (8) (9)
Experity, Inc.	Health Care Technology	11.20%	S + 5.75%	02/24/28		903		900			873		(7) (8)
Experity, Inc.	Health Care Technology		S + 5.75%	02/24/28		81		—			(3	)	(7) (8) (9)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		15,252		15,104			14,795		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		2,676		2,657			2,596		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26		998		988			968		(7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology		S + 8.25% (Incl. 3.75% PIK)	06/24/26		1,880		(17	)		(56	)	(7) (8) (9)
HealthEdge Software, Inc.	Health Care Technology	11.71%	S + 6.25%	04/09/26		35,889		35,480			35,351		(7) (8)
HealthEdge Software, Inc.	Health Care Technology	11.71%	S + 6.25%	04/09/26		3,344		3,344			3,294		(7) (8)
HealthEdge Software, Inc.	Health Care Technology		S + 6.25%	04/09/26		3,800		(41	)		(57	)	(7) (8) (9)
Intelligent Medical Objects, Inc.	Health Care Technology	11.40%	S + 6.00%	05/11/29		12,368		12,165			11,997		(7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	11.39%	S + 6.00%	05/11/29		2,978		1,064			1,008		(7) (8) (9)
Intelligent Medical Objects, Inc.	Health Care Technology	11.41%	S + 6.00%	05/11/28		1,490		37			15		(7) (8) (9)
MedeAnalytics, Inc.	Health Care Technology		3.00% PIK	10/23/28		218		142			146		(7) (8) (10) (13)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		24,090		23,696			23,849		(7) (8)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.92%	S + 7.50%	07/18/28		8,063		5,345			5,264		(7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		2,255		2,237			2,232		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	13.10%	S + 7.50%	07/18/28	$	1,815	$	517		$	526		(7) (8) (9)
PlanSource Holdings, Inc.	Health Care Technology	11.90%	S + 6.25%	04/22/25		56,720		55,601			56,011		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology	11.90%	S + 6.25%	04/22/25		905		899			893		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology	11.90%	S + 6.25%	04/22/25		905		899			893		(7) (8)
PlanSource Holdings, Inc.	Health Care Technology		S + 6.25%	04/22/25		7,824		(70	)		(98	)	(7) (8) (9)
WebPT, Inc.	Health Care Technology	12.24%	S + 6.75%	01/18/28		25,126		23,852			24,623		(7) (8)
WebPT, Inc.	Health Care Technology	12.22%	S + 6.75%	01/18/28		5,534		5,472			5,423		(7) (8)
WebPT, Inc.	Health Care Technology	12.25%	S + 6.75%	01/18/28		2,617		2,180			2,156		(7) (8) (9)
WebPT, Inc.	Health Care Technology	12.22%	S + 6.75%	01/18/28		2,617		577			572		(7) (8) (9)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/21/26		50,230		49,269			30,540		(7) (8) (13)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/22/25		7,500		7,332			4,560		(7) (8) (13)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	12.21%	S + 6.75%	07/09/25		56,217		54,600			55,373		(7) (8)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	12.21%	S + 6.75%	07/09/25		4,688		3,075			3,082		(7) (8) (9)
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)	Household Products	14.22%	S + 8.75%	09/21/26		38,154		37,386			33,003		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		4,269		1,195			1,110		(7) (8) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		35,122		34,636			34,420		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		6,700		6,700			6,566		(7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		3,685		984			958		(7) (8) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		5,430		5,376			5,376		(7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.75%	S + 6.25%	04/15/27		2,956		2,927			2,927		(7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		2,121		2,100			2,100		(7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.64%	S + 6.25%	04/15/27		555		550			550		(7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance	11.79%	S + 6.25%	04/15/27		533		527			527		(7)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		427		(6	)		(6	)	(7) (9)
AQ Sunshine, Inc. (dba Relation Insurance)	Insurance		S + 6.25%	04/15/27		2,956		(29	)		(30	)	(7) (9)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		20,336		20,208			20,031		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		3,994		3,958			3,934		(7) (8)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		4,729		1,467			1,460		(7) (8) (9)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		335		331			330		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity		Par(4)		Cost			Fair Value			Footnotes
Sunstar Insurance Group, LLC	Insurance	12.27%	S + 6.00%	10/09/26		$	374	$	120		$	119		(7) (8) (9)
Lithium Technologies, Inc.	Interactive Media & Services	14.39%	S + 9.00% (Incl. 4.50% PIK)	01/03/25			93,655		93,497			88,036		(7) (8)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.95%	S + 9.25% (Incl. 3.50% PIK)	06/15/26			32,661		31,877			31,028		(7) (8) (14)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.82%	S + 9.25% (incl. 3.50% PIK)	06/15/26			2,365		2,296			2,247		(7) (8)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	14.92%	S + 9.25% (Incl. 3.50% PIK)	06/15/26			1,189		1,166			1,129		(7) (8) (14)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services	11.38%	S + 6.00%	10/02/29			3,412		3,346			3,344		(7)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29			882		(8	)		(9	)	(7) (9)
GPS Phoenix Buyer, Inc. (dba Guidepoint)	IT Services		S + 6.00%	10/02/29			706		(14	)		(14	)	(7) (9)
Kaseya Inc.	IT Services	11.38%	S + 6.00% (Incl. 2.50% PIK)	06/25/29			18,658		18,427			18,472		(7) (8)
Kaseya Inc.	IT Services	10.86%	S + 6.00% (Incl. 2.50% PIK)	06/25/29			1,103		265			267		(7) (8) (9)
Kaseya Inc.	IT Services	11.38%	S + 6.00% (Incl. 2.50% PIK)	06/25/29			1,101		61			57		(7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.99%	S + 5.50%	01/20/27			21,557		21,308			21,234		(7) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27			2,600		(27	)		(39	)	(7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27			4,000		(25	)		(60	)	(7) (8) (9)
WSO2, Inc.	IT Services	12.97%	S + 7.50% (Incl. 3.00% PIK)	11/04/26			33,130		32,749			32,799		(7) (8)
Xactly Corporation	IT Services	12.74%	S + 7.25%	07/31/25			62,025		61,410			61,095		(7) (8)
Xactly Corporation	IT Services		S + 7.25%	07/31/25			3,874		(32	)		(58	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products	12.11%	S + 6.75%	07/18/28			4,183		4,083			4,099		(7) (8)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.75%	07/18/28			269		(6	)		(5	)	(7) (8) (9)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Products		S + 6.75%	07/18/28			538		(6	)		(11	)	(7) (8) (9)
Recorded Books Inc. (dba RBMedia)	Media	11.64%	S + 6.25%	09/03/30			9,251		9,005			9,066		(7) (8)
Recorded Books Inc. (dba RBMedia)	Media		S + 6.25%	08/31/28			749		(19	)		(15	)	(7) (8) (9)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.90%	S + 7.25% (Incl. 6.25% PIK)	12/16/27			15,584		15,310			14,026		(7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.88%	S + 7.25% (Incl. 6.25% PIK)	06/16/27			2,219		843			658		(7) (8) (9)
Amspec Parent, LLC	Professional Services	11.10%	S + 5.75%	12/05/30			3,523		3,436			3,435		(7)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/30			508		(6	)		(6	)	(7) (9)
Amspec Parent, LLC	Professional Services		S + 5.75%	12/05/29			476		(12	)		(12	)	(7) (9)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26			26,020		25,398			25,890		(7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26			4,634		4,620			4,610		(7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26			1,204		1,194			1,198		(7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26			540		527			537		(7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26			430		420			428		(7) (8)
Bullhorn, Inc.	Professional Services		S + 5.50%	09/30/26			1,344		(10	)		(7	)	(7) (8) (9)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	12.13%	S + 6.75%	05/18/29			45,505		44,034			44,595		(7) (8)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	12.13%	S + 6.75%	05/18/29			4,753		1,578			1,568		(7) (8) (9)
Diligent Corporation	Professional Services	10.20%	E + 6.25%	08/04/25	EUR		37,289		42,808			41,062		(7) (8)
Diligent Corporation	Professional Services	11.78%	S + 6.25%	08/04/25			24,102		23,641			24,042		(7) (8)
Diligent Corporation	Professional Services	11.76%	S + 6.25%	08/04/25			3,100		1,650			1,666		(7) (8) (9)
iCIMS, Inc.	Professional Services	12.62%	S + 7.25% (Incl. 3.88% PIK)	08/18/28			45,867		45,245			44,377		(7) (8)
iCIMS, Inc.	Professional Services	12.10%	S + 6.75%	08/18/28			4,199		644			565		(7) (8) (9)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28			9,377		—			(305	)	(7) (8) (9)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.24%	S + 5.75%	11/30/27			17,186		16,932			16,842		(7) (8)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.23%	S + 5.75%	11/30/27	$	16,908	$	16,668		$	16,570		(7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services		S + 5.75%	11/30/27		2,992		(40	)		(60	)	(7) (8) (9)
Pluralsight, Inc	Professional Services	13.56%	S + 8.00%	04/06/27		75,915		74,966			72,119		(7) (8)
Pluralsight, Inc	Professional Services	13.52%	S + 8.00%	04/06/27		5,100		3,903			3,708		(7) (8) (9)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	12.08%	S + 6.00%	10/23/26		34,868		34,548			33,125		(6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	11.53%	S + 6.00%	10/23/26		11,284		11,217			10,720		(6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	12.08%	S + 6.00%	10/23/26		10,696		10,634			10,161		(6) (7) (8)
MRI Software LLC	Real Estate Mgmt. & Development	10.95%	S + 5.50%	02/10/27		22,980		22,408			22,434
MRI Software LLC	Real Estate Mgmt. & Development	10.95%	S + 5.50%	02/10/26		6,469		6,452			6,316
MRI Software LLC	Real Estate Mgmt. & Development		S + 5.50%	02/10/27		1,612		(16	)		(38	)	(9)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.89%	S + 6.50%	07/01/27		76,666		76,666			75,899		(7) (8)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.89%	S + 6.50%	07/01/27		7,987		6,846			6,766		(7) (8) (9)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		16,058		15,819			15,737		(7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		1,680		1,668			1,647		(7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		1,220		898			891		(7) (8) (9)
Acquia, Inc.	Software	12.74%	S + 7.00%	10/31/25		42,164		41,316			41,321		(7) (8)
Acquia, Inc.	Software	12.60%	S + 7.00%	10/31/25		3,268		1,573			1,543		(7) (8) (9)
Acquia, Inc.	Software		S + 7.00%	10/31/25		10,554		—			—		(7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.63%	S + 7.00%	07/01/26		39,210		38,758			37,544		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.63%	S + 8.00%	07/01/26		6,600		6,600			6,468		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.63%	S + 8.00%	07/01/26		12,500		3,994			3,744		(7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.66%	S + 8.00%	07/01/26		2,339		2,339			2,292		(7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.89%	S + 7.00%	07/01/26		4,570		1,324			1,177		(7) (8) (9)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.85%	S + 6.50%	07/01/30		2,942		2,872			2,898		(7) (8)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 6.50%	07/01/30		679		(8	)		(10	)	(7) (8) (9)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		6,489		6,393			6,407		(7) (8)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		6,434		6,341			6,354		(7) (8)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		3,049		3,001			3,011		(7) (8)
CivicPlus LLC	Software	11.46%	S + 6.00%	08/24/27		1,217		396			398		(7) (8) (9)
CloudBees, Inc.	Software	12.47%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		29,473		28,324			29,179		(7) (8)
CloudBees, Inc.	Software	12.47%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		12,595		12,077			12,469		(7) (8)
Crewline Buyer, Inc. (dba New Relic)	Software	12.10%	S + 6.75%	11/08/30		3,482		3,396			3,395		(7)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	11/08/30		363		(9	)		(9	)	(7) (9)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27		50,191		49,715			49,312		(7) (8)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27		5,447		2,654			2,616		(7) (8) (9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	12.48%	S + 7.00% (Incl. 1.50% PIK)	01/29/27		29,255		28,832			29,108		(7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	11.48%	S + 6.00%	01/29/27		3,752		3,704			3,734		(7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	11.96%	S + 6.50%	01/29/27		2,583		599			607		(7) (8) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/01/28		12,952		(12	)		(162	)	(7) (8) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.96%	S + 5.50%	12/01/28		41,645		41,566			41,125		(7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.96%	S + 5.50%	12/01/28		1,762		1,744			1,740		(7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/02/27		4,710		(8	)		(59	)	(7) (8) (9)
NAVEX TopCo, Inc.	Software	11.11%	S + 5.75%	11/09/30		9,190		9,009			9,006		(7)
NAVEX TopCo, Inc.	Software		S + 5.75%	11/09/28		810		(16	)		(16	)	(7) (9)
Ncontracts, LLC	Software	11.80%	S + 6.50%	12/11/29		10,689		10,423			10,422		(7)
Ncontracts, LLC	Software		S + 6.50%	12/11/29		987		(12	)		(12	)	(7) (9)

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Ncontracts, LLC	Software		S + 6.50%	12/11/29	$	987	$	(24	)	$	(25	)	(7) (9)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28		13,953		13,642			13,640		(7)
Onyx CenterSource, Inc.	Software	12.25%	S + 6.75%	12/15/28		1,047		326			325		(7) (9)
Pioneer Buyer I, LLC	Software	12.35%	S + 7.00% PIK	11/01/28		29,610		29,264			29,314		(7) (8)
Pioneer Buyer I, LLC	Software		S + 7.00% PIK	11/01/27		4,300		(56	)		(43	)	(7) (8) (9)
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28		34,387		34,063			34,043		(7) (8)
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28		4,806		441			437		(7) (8) (9)
Singlewire Software, LLC	Software	11.35%	S + 6.00%	05/10/29		802		780			786		(7) (8)
Singlewire Software, LLC	Software		S + 6.00%	05/10/29		129		(3	)		(3	)	(7) (8) (9)
Smarsh, Inc.	Software	11.10%	S + 5.75%	02/16/29		26,667		26,455			26,400		(8)
Smarsh, Inc.	Software	11.10%	S + 5.75%	02/16/29		6,667		3,294			3,267		(8) (9)
Smarsh, Inc.	Software		S + 5.75%	02/16/29		1,667		(12	)		(17	)	(8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.73%	S + 6.25%	07/02/27		41,043		40,631			40,427		(7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.72%	S + 6.25%	07/02/27		12,313		12,156			12,128		(7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.73%	S + 6.25%	07/02/27		4,925		2,416			2,389		(7) (8) (9)
WorkForce Software, LLC	Software	12.79%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		23,217		22,805			22,985		(7) (8)
WorkForce Software, LLC	Software	12.79%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		3,274		3,245			3,242		(7) (8)
WorkForce Software, LLC	Software	12.82%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,407		2,382			2,383		(7) (8)
WorkForce Software, LLC	Software		S + 7.25% (Incl. 3.00% PIK)	07/31/25		1,894		(14	)		(19	)	(7) (8) (9)
Badger Sportswear, Inc.	Textiles, Apparel & Luxury Goods	10.94%	S + 4.50%	01/21/24		6,946		6,946			6,877		(8)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	11.61%	S + 6.25%	09/29/27		5,751		5,697			5,694		(7) (8)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		16,556		16,153			16,142		(7)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		5,644		3,834			3,810		(7) (9)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		22,560		22,389			22,503		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		2,004		1,988			1,999		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		1,940		1,925			1,936		(7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		1,386		1,376			1,383		(7)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	10.50%	S + 5.00%	04/02/25		50,650		49,807			50,144		(7) (8)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		S + 5.00%	04/02/25		4,400		(28	)		(44	)	(7) (8) (9)
Total 1st Lien/Senior Secured Debt								3,079,885			2,981,036
1st Lien/Last-Out Unitranche (11) - 6.64%
Doxim, Inc.	Financial Services	11.86%	S + 6.40%	06/01/26	$	38,967	$	38,232		$	37,019		(7) (8)
Doxim, Inc.	Financial Services	11.86%	S + 6.40%	06/01/26		22,863		22,362			21,720		(7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28		19,504		19,082			19,016		(7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28		7,591		3,439			3,249		(7) (8) (9)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services		S + 6.25%	12/07/28		3,745		(37	)		(37	)	(7) (9)
EIP Consolidated, LLC (dba Everest Infrastructure)	Wireless Telecommunication Services	11.61%	S + 6.25%	12/07/28		6,255		6,193			6,193		(7)
K2 Towers III, LLC	Wireless Telecommunication Services	11.91%	S + 6.55%	12/06/28		10,000		7,294			7,293		(7) (9)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services	11.73%	S + 6.37%	12/22/28		6,150		6,089			6,088		(7)
Skyway Towers Intermediate LLC	Wireless Telecommunication Services		S + 6.37%	12/22/28		3,850		(38	)		(39	)	(7) (9)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	12.46%	S + 7.00%	08/24/28		3,111		3,073			3,080		(7) (8)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services		S + 7.00%	08/24/28		1,889		(22	)		(19	)	(7) (8) (9)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	9.71%	S + 4.25%	08/31/28		5,000		2,850			2,867		(7) (8) (9)
Total 1st Lien/Last-Out Unitranche								108,517			106,430

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost		Fair Value		Footnotes
2nd Lien/Senior Secured Debt - 4.16%
MPI Products LLC	Automobile Components			07/15/25	$	7,412	$	—	$	—	(8) (12)
MPI Engineered Technologies, LLC	Automobile Components		12.00% PIK	07/15/25		18,283		16,741		14,809	(8) (13)
Wine.com, LLC	Beverages	17.38%	S + 12.00% PIK	04/03/27		9,550		10,168		10,123	(7) (8) (14)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		10.00% PIK	11/11/25		12,150		9,714		1,701	(7) (8) (13)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products			05/11/26		15,511		—		—	(7) (8) (12)
Animal Supply Intermediate, LLC	Distributors		7.00% PIK	11/14/25		10,470		9,031		—	(8) (10) (13)
Genesis Acquisition Co. (dba ProCare Software)	Financial Services	14.47%	S + 9.00%	07/31/26		17,000		16,290		16,915	(7) (8)
Genesis Acquisition Co. (dba ProCare Software)	Financial Services	14.47%	S + 9.00%	07/31/26		13,890		13,715		13,821	(7) (8)
Genesis Acquisition Co. (dba ProCare Software)	Financial Services	14.47%	S + 9.00%	07/31/26		4,939		4,846		4,914	(7) (8)
Genesis Acquisition Co. (dba ProCare Software)	Financial Services	14.47%	S + 9.00%	07/31/26		4,300		4,121		4,279	(7) (8)
Total 2nd Lien/Senior Secured Debt								84,626		66,562
Unsecured Debt - 1.60%
Wine.com, Inc.	Beverages	17.38%	S + 15.00% PIK	04/03/27	$	9,792	$	14,741	$	15,006	(7) (8)
Wine.com, Inc.	Beverages		S + 15.00% PIK	04/03/27		7,494		3,019		3,279	(7) (8) (13)
Wine.com, Inc.	Beverages		S + 15.00% PIK	04/03/27		12,993		—		—	(7) (8) (13)
Bayside Opco, LLC (dba Pro-PT)	Health Care Providers & Services		S + 10.00% PIK	05/31/26		1,021		82		255	(8) (13)
CivicPlus LLC	Software	17.00%	S + 11.75%	06/09/34		7,312		7,135		7,129	(7) (8)
Total Unsecured Debt								24,977		25,669
Total United States							$	3,298,005	$	3,179,697
Total Debt Investments							$	3,470,561	$	3,346,088

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Initial Acquisition Date (15)	Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 4.27%
Canada - 0.01%
Common Stock - 0.01%
Prairie Provident Resources, Inc.	Oil, Gas & Consumable Fuels				3,579,988	$	9,237	$	190	(6) (12)
Total Common Stock							9,237		190
Total Canada						$	9,237	$	190
Germany - 0.00%
Common Stock - 0.00%
Kawa Solar Holdings Limited	Construction & Engineering		08/17/16		1,399,556	$	—	$	—	(6) (8) (10) (12)
Total Common Stock							—		—
Preferred Stock - 0.00%
Kawa Solar Holdings Limited	Construction & Engineering	8.00% PIK	10/25/16		86,937	$	778	$	—	(6) (8) (10) (13)
Total Preferred Stock							778		—
Total Germany						$	778	$	—
Singapore - 0.00%
Common Stock - 0.00%
Conergy Asia & ME Pte. LTD.	Construction & Engineering		01/11/21		3,126,780	$	5,300	$	—	(6) (8) (10) (12)
Total Common Stock							5,300		—
Total Singapore						$	5,300	$	—
United States - 4.26%
Common Stock - 1.91%
Elah Holdings, Inc.	Capital Markets		05/09/18		111,650	$	5,238	$	5,396	(7) (8) (10) (12)
ATX Parent Holdings, LLC - Class A Units	Communications Equipment		09/01/21		332		167		1,309	(6) (8) (10) (12)
Foundation Software - Class B	Construction & Engineering		08/31/20		11,826		—		18	(7) (8) (12)
Animal Supply Holdings, LLC	Distributors		08/14/20		37,500		126		—	(8) (10) (12)
Animal Supply Holdings, LLC	Distributors		08/14/20		83,333		13,745		—	(8) (10) (12)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		07/06/22		1,100		1,100		1,921	(7) (8) (10) (12)
Whitewater Holding Company LLC	Diversified Consumer Services		12/21/21		23,400		2,340		2,212	(7) (8) (12)
Iracore International Holdings, Inc.	Energy Equipment & Services		04/13/17		28,898		7,003		6,764	(8) (10) (12)
Country Fresh Holding Company Inc.	Food Products		04/29/19		1,514		888		—	(7) (8) (12)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B	Health Care Providers & Services		03/30/18		20,183		2,916		3,356	(7) (8) (10)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units	Health Care Providers & Services		03/30/18		19,048		514		766	(6) (7) (8) (10)
PPT Management Holdings, LLC (dba Pro-PT)	Health Care Providers & Services		05/31/23		1,293		—		—	(8) (12)
Total Vision LLC	Health Care Providers & Services		07/15/21		122,571		2,270		2,223	(7) (8) (12)
MedeAnalytics, Inc.	Health Care Technology		04/21/23		9		—		—	(7) (8) (10) (12)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers		08/11/21		3,355		3,406		4,043	(7) (8) (12)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		03/10/21		29,326		2,933		2,503	(7) (8) (12)
Total Common Stock							42,646		30,511
Preferred Stock - 2.33%
Wine.com, LLC	Beverages		11/14/18		535,226	$	8,225	$	—	(7) (8) (12)
Wine.com, LLC	Beverages		03/03/21		124,040		3,067		—	(7) (8) (12)
Foundation Software	Construction & Engineering		08/31/20		22		21		30	(7) (8) (12)
MedeAnalytics, Inc.	Health Care Technology		10/09/20		—		—		—	(7) (8) (10) (12) (16)
WSO2, Inc.	IT Services		11/04/21		561,918		8,876		8,850	(7) (8) (12)
CloudBees, Inc.	Software		11/24/21		1,152,957		12,899		15,600	(7) (8) (12)
Governmentjobs.com, Inc. (dba NeoGov)	Software		12/02/21		10,597		10,332		12,816	(7) (8) (12)
Total Preferred Stock							43,420		37,296

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

Table of Contents

Goldman Sachs BDC, Inc.

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

(in thousands, except share and per share amounts)


Investment (1)(5)	Industry(2)	Interest Rate (3)	Initial Acquisition Date (15)	Shares(4)		Cost		Fair Value		Footnotes
Warrants - 0.02%
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		06/22/20		59	$	—	$	—	(7) (8) (12)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		2,812		—		—	(7) (8) (12)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		294		—		—	(7) (8) (12)
CloudBees, Inc.	Software		11/24/21		333,980		1,849		244	(7) (8) (12)
Total Warrants							1,849		244
Total United States						$	87,915	$	68,051
Total Equity Securities						$	103,230	$	68,241
Total Investments - 213.15%						$	3,573,791	$	3,414,329

(1)

Percentages are based on net assets.

(2)

For Industry subtotal and percentage, see Note 4 "Investments."

(3)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either E, S, SN, C or alternate base rate (commonly based on the P, unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of December 31, 2023, 3 month E was 3.91%, 1 month S was 5.35%, 3 month S was 5.33%, 6 month S was 5.16%, 3 month SN was 5.19%, 1 month C was 5.46%, 3 month C was 5.45% and P was 8.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023.

(4)

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

(5)

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

(6)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, the aggregate fair value of these securities is $184,349 or 5.23% of the Company’s total assets.

(7)

(8)

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

(9)

(10)

As defined in 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”.

(11)

(12)

Non-income producing security.

(13)

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

(14)

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

(15)

Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities.” As of December 31, 2023, the aggregate fair value of these securities is $68,051 or 4.25% of the Company's net assets. The initial acquisition dates have been included for such securities.

(16)

Share amount rounds to less than 1.

PIK – Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts

1.
Counterparty	~~ORGANIZATION~~ Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
Bank of America, N.A.	USD 1,440	GBP 1,322	10/04/24	$	(245	)
Bank of America, N.A.	USD 3,648	Euro 3,606	10/04/24		(379	)
Bank of America, N.A.	USD 2,661	GBP 2,161	01/15/26		(102	)
				$	(726	)

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

Table of Contents

Goldman Sachs BDC, Inc.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

ORGANIZATION

Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. (“GS Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company ~~Act of 1940, as amended (the “Investment Company Act”).~~Act. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. 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, 2013.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

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 GS Group Inc., together with GS & Co., GSAM and its other subsidiaries.

On March 23, 2015, the Company completed its initial public offering ~~(“IPO”)~~ and the Company’s common stock began trading on the New York Stock Exchange ~~(“NYSE”)~~ under the symbol ~~“GSBD”.~~“GSBD.”

The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies.

SIGNIFICANT ACCOUNTING POLICIES

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, ~~2016,~~2023, included in the Company’s ~~Annual Report~~annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, ~~2017.~~2024. The results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

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.

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, ~~My-On~~ BDC Blocker I, LLC, GSBD Blocker II, LLC, GSBD Wine I, LLC, GSBD Blocker III, LLC, GSBD Blocker IV, LLC, GSBD Blocker V, LLC, MMLC Blocker I, LLC, MMLC Blocker II, LLC, MMLC Wine I, LLC, and ~~prior to its dissolution in February 2016, DDDS BL,~~MMLC Blocker III, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

The Company does not consolidate its equity interest in Senior Credit Fund, LLC (the “Senior Credit Fund”). For further description of the Company’s investment in the Senior Credit Fund, see Note 4 “Investments”.

Revenue Recognition

The Company records its investment transactions on a trade date ~~basis.~~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.

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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 ~~respectively,~~ 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 the three and nine months ended September 30, 2017,~~income, for which the Company has earned ~~$726 and $2,538, respectively, in prepayment premiums and $696 and $4,364, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts. For~~ the three and nine months ended September 30, 2016, the Company earned $434 and $704, respectively, in prepayment premiums and $551 and $1,111, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.following:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Prepayment premiums	$	—	$	—
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	2,136	$	224

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

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

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

Certain structuring fees, amendment fees, syndication fees and ~~syndication~~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.

Acquisition Accounting

On October 12, 2020, the Company completed its merger (the “Merger”) with Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2020. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, the investments were marked to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on the Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired is amortized over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. Amortization income of the Purchase Discount for the three months ended March 31, 2024 and 2023 was $1,323 and $920. The Purchase Discount allocated to equity investments acquired is not amortized over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.

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Non-Accrual Investments

~~Loans or debt securities~~Investments are placed on non-accrual status when it is probable that principal, interest or ~~interest~~dividends will not be collected according to ~~the~~ contractual terms. Accrued interest or dividends generally isare reversed when ~~a loan or debt security~~an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual ~~loans or debt securities~~investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual ~~loans and debt securities~~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 ~~a loan or debt security~~an investment has sufficient collateral value and is in the process of collection. As of ~~September 30, 2017,~~March 31, 2024, the Company had ~~two~~certain investments held in eight portfolio companies on non-accrual status, which represented ~~3.4%~~3.3% and ~~1.5%~~1.6% of the total investments (excluding ~~an investment~~investments in a money market ~~fund managed by an affiliate of Group Inc. of $3)~~funds, if any) at amortized cost and at fair ~~value, respectively.~~value. As of December 31, ~~2016,~~2023, the Company had ~~two~~certain investments held in 10 portfolio companies on non-accrual status, which represented ~~3.8%~~3.8% and ~~1.4%~~2.3% of the total investments (excluding ~~an investment~~investments in a money market ~~fund managed by an affiliate of Group Inc. of $1)~~funds, if any) at amortized cost and at fair ~~value, respectively.~~value.

Investments

~~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 ~~pricing 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 of the Company (the “Board of Directors”~~) within~~ or the ~~meaning of~~“Board”), pursuant to Rule 2a-5 under the Investment Company Act.

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

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

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

(1)

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

(2)

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

~~(1)~~

~~(2)~~

The Board of Directors 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 as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. 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 Board of Directors or the Audit Committee. 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;

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~~(3)~~

The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division 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 Private Investment Valuation and Side Pocket Sub-Committee of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

(3)

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

(4)

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

(5)

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

(6)

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

~~(4)~~

~~The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;~~

~~(5)~~

The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

~~(6)~~

The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

Money Market Funds

Investments in money market funds are valued at ~~net asset value (“NAV”)~~NAV per ~~share.~~share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

~~Cash~~

Cash consists of deposits held at a custodian bank. As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, the Company held ~~$11,967~~an aggregate cash balance of $52,319 and ~~$4,565, respectively,~~$52,363. Foreign currency of $3,779 and $3,586 (acquisition cost of $3,788 and $3,522) is included in ~~cash.~~cash as of March 31, 2024 and December 31, 2023.

Foreign Currency Translation

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

The Company does not isolate ~~that~~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 ~~investment transactions.~~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 on the Consolidated Statements of Operations.

Foreign securities 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.

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Derivatives

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

Income Taxes

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

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 ~~Company’s~~ consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be ~~subject~~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 stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its ~~status~~tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024 and 2023, the Company accrued excise taxes of ~~$383~~$1,074 and ~~$1,116, respectively.~~$758. As of ~~September 30, 2017, $1,079~~March 31, 2024, $1,778 of accrued excise taxes remained payable. ~~For~~

Certain of the ~~three~~Company’s consolidated subsidiaries are subject to U.S. federal and ~~nine months ended September 30, 2016,~~state corporate-level income taxes. Income tax expense, if any, is included under the ~~Company accrued excise taxes~~income category for which it applies in the Consolidated Statements of ~~$294 and $728, respectively.~~Operations.

~~Distributions~~

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

The Company has ~~adopted~~ a voluntary dividend reinvestment plan (the “DRIP”) that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the ~~dividend reinvestment plan~~DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If the distribution is subject to withholding tax as described above, only the net after-tax amount will be reinvested in additional shares. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, GS Group Inc. has opted out of the ~~dividend reinvestment plan,~~DRIP, and GS & Co. ~~has~~had also opted out of the ~~dividend reinvestment plan~~DRIP in respect of shares of the Company’s common stock acquired through ~~its~~the 2022 10b5-1 ~~plan. See Note 3 “Significant Agreements and Related Party Transactions”~~Plan (as defined below).

Deferred Financing and Debt Issuance Costs

Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrust Bank, as administrative agent, and Bank of America, N.A., as syndication agent, and the offering of the Company’s 4.50% Convertible Notes due 2022 (the “Convertible Notes”). Theseborrowings. The aforementioned costs are amortized using the straight-line method over ~~the respective term of the Revolving Credit Facility and Convertible Notes.~~each instrument’s term. Deferred financing costs related to ~~the Revolving Credit Facility~~a revolving credit facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to ~~the Convertible Notes~~any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.

~~Deferred~~ Offering Costs

Offering costs consist of fees and expenses incurred in connection with equity offerings. Offering costs are charged against the proceeds from equity offerings when proceeds are received.

New Accounting Pronouncements

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

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to ~~registration statement filings~~Income Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and ~~applicable offering costs as deferred offering costs. To~~disaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the ~~extent such expenses relate to equity offerings, these expenses are charged as a reduction~~impact of ~~paid-in-capital upon each such offering.~~the new ASU on its consolidated financial statements.

3.	~~SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS~~

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SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company ~~has~~ entered into an investment management agreement ~~(as amended and restated as of January 1, 2015, the~~(the “Investment Management 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”), accrued and payable quarterly in arrears. The Management Fee is calculated at an annual rate of ~~1.50% (0.375%~~1.00% (0.25% per quarter) of the average ~~value~~of the values of the Company’s gross assets (excluding cash or cash equivalents ~~(such as investments in money market funds),~~ but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar ~~quarters (and, in the case of our first quarter, our gross assets as of such quarter-end).~~quarters. 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.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024 and 2023, Management Fees amounted to ~~$4,369~~$8,732 and ~~$13,181, respectively.~~$8,921. As of ~~September 30, 2017, $4,369~~March 31, 2024, $8,732 remained payable. ~~For the three and nine months ended September 30, 2016, Management Fees amounted to $4,292 and $12,606, respectively.~~

Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. ~~Effective as of January 1, 2015, the~~The Incentive Fee is calculated as follows:

A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of ~~1.75%~~1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account changes in the market price of the Company’s common stock.

~~Beginning with the calendar quarter that commenced on January 1, 2015, the~~The Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters ~~(or if shorter, the number of quarters that have occurred since January 1, 2015)~~ (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.

The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to ~~1.75%~~1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which includes all of the Company’s issuances of shares of its common stock, including issuances pursuant to its ~~dividend reinvestment plan)~~DRIP) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income ~~Amount”.~~Amount.” Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.

The Incentive Fee based on income for each quarter is determined as follows:

•

No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

~~100%~~•

100% of the Ordinary Income, if any, that exceeds the hurdle amount, but is less than or equal to an amount, referred to as the “Catch-up Amount,” determined as the sum of ~~2.1875%~~2.1875% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

~~20%~~•

20% of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

Table of Contents

The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) ~~20%~~20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

For the three months ended March 31, 2024 and 2023, Incentive Fees based on income amounted to $10,882 and $22,302, and the Investment Adviser has voluntarily agreed to waive $0 and $1,986 of such Incentive Fees for the three months ended March 31, 2024 and 2023. As of March 31, 2024, $10,882 remained payable.

ii. Annual Incentive Fee Based on Capital Gains.

The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A) ~~20%~~20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from April 1, 2013. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A) above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative net realized capital gains and losses and aggregate cumulative net unrealized capital appreciation orand depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to ~~20%~~20% of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three ~~and nine~~ months ended ~~September 30, 2017, the Company incurred Incentive Fees based on income of $4,624~~March 31, 2024 and $9,595, respectively. As of September 30, 2017, $4,624 remained payable. For the three and nine months ended September 30, 2016, the Company incurred Incentive Fees based on income of $5,459 and $8,948, respectively. For the three and nine months ended September 30, 2017 and 2016,2023, the Company did ~~not~~not accrue or pay any Incentive Fees based on capital gains.

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 to 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”).

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024 and 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of ~~$213~~$512 and ~~$594, respectively.~~$514. As of ~~September 30, 2017, $94~~March 31, 2024, $516 remained payable. ~~For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Administrator and the Custodian of $212 and $633, respectively.~~

Transfer Agent Fees

~~Effective May 2, 2016, the~~The Company has entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. ~~From the IPO to May 1, 2016, State Street Bank and Trust Company served as the Transfer Agent and dividend agent. Prior to the IPO, GS & Co. was the Transfer Agent.~~ For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024 and 2023, the Company incurred expenses for services provided by the Transfer Agent of $6$7 and ~~$14, respectively.~~$1. As of ~~September 30, 2017, none~~March 31, 2024, $4 remained payable. ~~For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Transfer Agent~~

Table of ~~$1 and $21, respectively.~~Contents

~~10b5-1 Plan~~

GS & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provided for the purchase by GS & Co. in the open market up to the lesser of (i) $25,000 in the aggregate of the Company’s common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of the Company’s common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required GS & Co. to purchase shares of the Company’s common stock when the market price per share was below the Company’s most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). The purchase of shares by GS & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law, including Regulation M. Under the GS 10b5-1 Plan, GS & Co. increased the volume of purchases made anytime the market price per share of the Company’s common stock declined below the most recently reported NAV per share, subject to volume restrictions. Purchases of the Company’s common stock by GS & Co. under the GS 10b5-1 Plan may have resulted in the price of the Company’s common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, GS & Co. purchased 432,638 shares of the Company’s common stock pursuant to the GS 10b5-1 Plan.

Common Stock Repurchase ~~Plan~~Plans

In ~~February 2015,~~November 2021, the Board of Directors approved and authorized a ~~common~~10b5-1 stock repurchase plan (the ~~“Company Repurchase Plan”~~"2022 10b5-1 Plan"), which authorized the Company’s purchase of up to $35,000 of its common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan which expired on March 18, 2016.

~~In February 2016, the Board of Directors authorized~~provided for the Company to repurchase up to ~~$25,000~~$75,000 of shares of the Company’s common stock if the stock ~~trades~~traded below the most recently announced quarter-end NAV per share, ~~(including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share), from March 18, 2016 to March 18, 2017,~~ subject to certain limitations. ~~In February 2017,~~The 2022 10b5-1 Plan became effective on August 17, 2022, commenced on September 16, 2022 and expired on August 17, 2023. The 2022 10b5-1 Plan was temporarily suspended in accordance with its terms in connection with the March Offering (as defined below) on March 1, 2023 and remained suspended until its termination on August 17, 2023.

Under the 2022 10b5-1 Plan, no purchases were permitted to be made if such purchases would cause the Company’s ~~Board~~Debt/Equity Ratio to exceed the lower of ~~Directors renewed its authorization~~(a) 1.30 or (b) the Maximum Debt/Equity Ratio. In the 2022 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the ~~stock repurchase plan to extend~~Company’s unfunded commitments divided by net assets, as of the ~~expiration to March 18, 2018.~~

~~In connection with this authorization,~~most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the ~~Company entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company~~sum of debt on the Consolidated Statements of Assets and Liabilities and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. Purchases under the 2022 10b5-1 Plan ~~provides that purchases will~~were required to be conducted ~~on the open market~~ on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and ~~will otherwise be subject to~~other applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of the Company’s outstanding common stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of such purchase) or (ii) cause the Company’s debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan initially took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and is scheduled to expire on March 18, 2018. Further, no purchases will be effected during the applicable restricted period under Regulation M as a result of an offering of securities laws.

Any repurchase by the Company ~~or for a period of 60 days after the expiration of any overallotment option included in any common equity offering.~~

~~The Company’s repurchase~~ of its common stock under ~~the Company~~any 10b5-1 ~~Plan~~plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market. ~~For~~

Affiliates

GS Group Inc. owned 5.8% as of March 31, 2024 and 5.9% as of December 31, 2023 of the ~~three~~outstanding shares of the Company’s common stock. The table below presents the Company’s affiliated investments:


	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain(Loss)		Net Change in Unrealized Appreciation (Depreciation)			Ending Fair Value Balance		Dividend, Interest, PIK and Other Income
For the Three Months Ended March 31, 2024
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	297,664	$	(297,165	)	$	—	$	—		$	499	$	327
Animal Supply Holdings, LLC		—		—		—			—		—			—		—
ATX Networks Corp.		6,437		118		(55	)		—		(975	)		5,525		185
Collaborative Imaging, LLC (dba Texas Radiology Associates)		4,122		—		(4,088	)		658		(692	)		—		85
Conergy Asia & ME Pte. LTD		—		—		—			—		—			—		—
Elah Holdings, Inc.		5,396		—		—			—		—			5,396		—
Iracore International Holdings, Inc.		9,101		—		—			—		587			9,688		87
Kawa Solar Holdings Limited		1,073		—		—			—		(172	)		901		—
MedeAnalytics, Inc.		146		—		—			—		2			148		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		16,144		207		(27	)		—		268			16,592		445
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		—		832		—			—		6			838		1
Total Non-Controlled Affiliates	$	42,419	$	298,821	$	(301,335	)	$	658	$	(976	)	$	39,587	$	1,130
Total Affiliates	$	42,419	$	298,821	$	(301,335	)	$	658	$	(976	)	$	39,587	$	1,130


For the Year Ended December 31, 2023
Controlled Affiliates
Bolttech Mannings, Inc.	$	—	$	—	$	—		$	(22,366	)	$	22,366		$	—	$	—
Total Controlled Affiliates	$	—	$	—	$	—		$	(22,366	)	$	22,366		$	—	$	—
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	750,888	$	(750,888	)	$	—		$	—		$	—	$	638
Animal Supply Holdings, LLC		—		—		—			—			—			—		—
ATX Networks Corp.		9,059		235		(218	)		—			(2,639	)		6,437		731
Collaborative Imaging, LLC (dba Texas Radiology Associates)		4,926		—		—			—			(804	)		4,122		270
Conergy Asia & ME Pte. LTD		—		—		—			—			—			—		—
Elah Holdings, Inc.		5,396		—		—			—			—			5,396		—
Iracore International Holdings, Inc.		8,635		—		—			—			466			9,101		341
Kawa Solar Holdings Limited		1,283		—		—			—			(210	)		1,073		—
MedeAnalytics, Inc.		—		142		—			—			4			146		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		11,692		3,909		(108	)		—			651			16,144		1,462
Total Non-Controlled Affiliates	$	40,991	$	755,174	$	(751,214	)	$	—		$	(2,532	)	$	42,419	$	3,442
Total Affiliates	$	40,991	$	755,174	$	(751,214	)	$	(22,366	)	$	19,834		$	42,419	$	3,442

Table of Contents

(1)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and ~~nine months ended September 30, 2017~~the movement of an existing portfolio company into this category from a different category.

(2)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and ~~2016,~~the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses on behalf of the Company ~~did not repurchase any~~in the ordinary course of business. As of March 31, 2024 and December 31, 2023, there were $0 and $206 included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its ~~common stock pursuant to~~affiliates on behalf of the ~~Company 10b5-1 Plan or otherwise.~~Company.

Co-investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company ~~and~~expects to rely to co-invest alongside certain other ~~funds~~client accounts managed by the Investment Adviser ~~may be made only pursuant to an order from the SEC permitting~~(collectively with the Company, ~~to do so. On January 4, 2017,~~ the ~~SEC granted GSAM,~~“Accounts”), which may include proprietary accounts of Goldman Sachs, ~~Private Middle Market Credit LLC (“GS PMMC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”)~~in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the ~~Company~~conditions of such exemptive relief ~~(“Exemptive Relief”~~and other pertinent factors (the “Relief”) ~~that permits~~. Additionally, if the ~~Company to co-invest with GS PMMC, GS MMLC and certain~~Investment Adviser forms other funds ~~that may be managed by GSAM, including the GSAM Credit Alternatives Team,~~ in the future, the Company may co-invest alongside such other affiliates, subject to ~~certain terms~~compliance with the Relief, applicable regulations and ~~conditions~~regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the ~~Exemptive Relief.~~Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The ~~GSAM~~Goldman Sachs Asset Management Private Credit ~~Alternatives~~ Team is ~~comprised~~composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the ~~Company, who are~~Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s ~~investments,~~investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the ~~Exemptive~~ Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. ~~As a result of~~

In addition, the ~~Exemptive~~Company has filed an application to amend the Relief ~~there could be significant overlap~~to permit the Company to participate in follow-on investments in the ~~Company’s investment~~Company's existing portfolio ~~and the investment portfolios of GS PMMC, GS MMLC and/or other funds established~~companies with certain affiliates covered by the ~~GSAM Credit Alternatives Team~~Relief if such affiliates, that ~~could avail themselves of~~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 ~~Exemptive Relief.~~

~~Affiliates~~

~~At September 30, 2017 and December 31, 2016, Group Inc. owned 16.16% and 17.85%, respectively, of~~Company will receive the ~~outstanding shares of the Company’s common stock.~~amended exemptive order.

INVESTMENTS

The Company’s investments ~~in affiliates for the nine months ended September 30, 2017, were as follows:~~

Fair Value as of
December 31,
2016 Gross
Additions⁽³⁾ Gross
Reductions⁽⁴⁾
Net
Realized Gains/
(Losses)

Change in
Unrealized Gains/
(Losses)

Fair Value as of
September 30,
2017

Dividend,
Interest and
PIK
Income
Other
Income
Controlled Affiliates
Senior Credit Fund, LLC⁽¹⁾ $ 78,394 $ 16,750 $ – $ – $ (30 ) $ 95,114 $ 7,250 $ 1,096
Total Controlled Affiliates $ 78,394 $ 16,750 $ – $ – $ (30 ) $ 95,114 $ 7,250 $ 1,096
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾
$ 1 $ 253,829 $ (253,827 ) $ – $ – $ 3 $ 20 $ –
CB-HDT Holdings, Inc. 18,510 184 – – 1,254 19,948 284 –
Conergy Asia Holdings, Ltd – 5,300 – – (1,226 ) 4,074 – –
Iracore International Holdings, Ltd
– 10,392 – – (790 ) 9,602 164 –
Kawa Solar Holdings Limited 15,917 3,927 (5,025 ) (2,495 ) (2,653 ) 9,671 1,072 –
Prairie Provident Resources, Inc.
2,178 – – – (1,047 ) 1,131 – –
NTS Communications, Inc. 47,498 5,225 – – (3,480 ) 49,243 5,243 19
Total Non-Controlled Affiliates
$ 84,104 $ 278,857 $ (258,852 ) $ (2,495 ) $ (7,942 ) $ 93,672 $ 6,783 $ 19
Total Affiliates $ 162,498 $ $295,607 $ (258,852 ) $ (2,495 ) $ (7,972 ) $ 188,786 $ 14,033 $ 1,115

⁽¹⁾

Together with The Regents of the University of California (“Cal Regents”, and collectively with the Company, the “Members”), the Company invests through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it has control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

⁽²⁾

~~Fund advised by an affiliate of Goldman Sachs.~~

⁽³⁾

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

⁽⁴⁾

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

~~The Company’s~~(excluding investments in ~~affiliates for the year ended December 31, 2016, were as follows:~~

Fair Value as of
December 31,
2015

Gross
Additions⁽⁴⁾

Gross
Reductions⁽⁵⁾
Net
Realized Gains/
(Losses)
Change in
Unrealized Gains/
(Losses)

Fair Value as of
December 31,
2016

Dividend,
Interest and
PIK
Income

Other
Income

Controlled Affiliates
Senior Credit Fund, LLC⁽¹⁾ $ 44,897 $ 31,425 $ – $ – $ 2,072 $ 78,394 $ 6,575 $ 2,212
Total Controlled Affiliates $ 44,897 $ 31,425 $ – $ – $ 2,072 $ 78,394 $ 6,575 $ 2,212
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾
$ 10,117 $ 381,895 $ (392,011 ) $ – $ – $ 1 $ 37 $ –
CB-HDT Holdings, Inc. – 15,694 – – 2,816 18,510 18 –
Kawa Solar Holdings Limited
– 15,931 – – (14 ) 15,917 851 –
Prairie Provident Resources, Inc.⁽³⁾
4,048 – – – (1,870 ) 2,178 – –
NTS Communications, Inc. – 42,929 – – 4,569 47,498 1,669 13
Total Non-Controlled Affiliates
$ 14,165 $ 456,449 $ (392,011 ) $ – $ 5,501 $ 84,104 $ 2,575 $ 13
Total Affiliates $ 59,062 $ 487,874 $ (392,011 ) $ – $ 7,573 $ 162,498 $ 9,150 $ 2,225

⁽¹⁾

Together with Cal Regents, the Company invests through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it has control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

⁽²⁾

~~Fund advised by an affiliate of Goldman Sachs.~~

⁽³⁾

~~Formerly known as Lone Pine Resources CDA, Ltd.~~

⁽⁴⁾

⁽⁵⁾

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

4.	~~INVESTMENTS~~

~~As of the dates indicated, the Company’s investments (excluding an investment in a~~ money market ~~fund managed by an affiliate of Group Inc. of $3 and $1, respectively)~~funds, if any) consisted of the following:


	September 30, 2017				December 31, 2016				March 31, 2024				December 31, 2023
Investment Type	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	359,269	$	355,727	$	436,896	$	421,026	$	3,261,817	$	3,162,664	$	3,209,938	$	3,107,469
1st Lien/Last-Out Unitranche		303,874		274,409		329,455		310,254		161,071		158,514		148,067		144,743
2nd Lien/Senior Secured Debt		418,344		419,360		352,696		336,178		50,658		33,636		84,626		66,562
Unsecured Debt		3,300		3,300		3,115		3,115		29,176		20,550		27,930		27,314
Preferred Stock		11,750		12,415		11,123		11,833		44,322		38,002		44,198		37,296
Common Stock		26,126		18,362		11,633		6,490		53,754		26,501		57,183		30,701
Investment Funds & Vehicles⁽¹⁾		94,342		95,114		77,592		78,394
Total Investments	$	1,217,005	$	1,178,687	$	1,222,510	$	1,167,290
Warrants										1,849		247		1,849		244
Total									$	3,602,647	$	3,440,114	$	3,573,791	$	3,414,329

⁽¹⁾

~~Includes equity investments in the Senior Credit Fund.~~

As45

Table of ~~the dates indicated, the~~Contents

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


	March 31, 2024								December 31, 2023
Industry	Fair Value				Net Assets				Fair Value			Net Assets
Software		17.5	%			36.9	%			17.4	%		37.1	%
Health Care Providers & Services		12.4				26.1				12.4			26.4
Professional Services		9.6				20.3				9.9			21.1
Financial Services		9.3				19.6				9.7			20.8
Health Care Technology		8.5				17.9				8.4			18.0
Diversified Consumer Services		5.2				10.9				5.1			10.9
IT Services		5.0				10.6				5.0			10.6
Real Estate Mgmt. & Development		4.6				9.8				4.8			10.3
Interactive Media & Services		3.5				7.4				3.6			7.6
Health Care Equipment & Supplies		3.2				6.8				2.4			5.1
Commercial Services & Supplies		3.2				6.7				3.1			6.6
Chemicals		2.1				4.5				2.1			4.6
Entertainment		2.1				4.5				2.1			4.6
Hotels, Restaurants & Leisure		1.7				3.6				1.7			3.7
Transportation Infrastructure		1.5				3.1				1.5			3.1
Trading Companies & Distributors		1.4				2.9				1.4			3.0
Independent Power and Renewable Electricity Producers		1.4				2.9				1.4			2.9
Insurance		1.1				2.3				1.1			2.3
Wireless Telecommunication Services		1.1				2.3				0.7			1.6
Construction & Engineering		1.1				2.3				1.1			2.3
Household Products		1.0				2.0				1.0			2.1
Beverages		0.6				1.3				0.8			1.8
Broadline Retail		0.6				1.2				0.7			1.4
Automobile Components		0.5				1.0				0.4			0.9
Pharmaceuticals		0.4				0.9				0.4			0.9
Energy Equipment & Services		0.3				0.6				0.3			0.6
Media		0.3				0.6				0.3			0.6
Textiles, Apparel & Luxury Goods		0.2				0.4				0.4			0.8
Communications Equipment		0.2				0.3				0.2			0.4
Capital Markets		0.1				0.3				0.2			0.3
Consumer Staples Distribution & Retail		0.1				0.3				0.1			0.3
Leisure Products		0.1				0.3				0.1			0.3
Building Products		0.1				0.1				0.1			0.1
Aerospace & Defense		—				0.1				0.1			0.1
Automobiles(1)		—				—				—			—
Oil, Gas & Consumable Fuels(1)		—				—				—			—
Specialty Retail		—		(1)		—		(1)		—			—
Food Products(1)		—				—				—			—
Distributors(1)		—				—				—			—
Total		100.0	%			210.8	%			100.0	%		213.2	%

(1)

Amount rounds to less than 0.1%.

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

Industry    September 30, 2017 December 31, 2016
Software    11.0 % 9.8 %
Diversified Telecommunication Services    8.2 8.0
Investment Funds & Vehicles    8.1 6.7
Health Care Providers & Services    6.8 3.2
Health Care Equipment & Supplies    6.4 4.7
Distributors    5.5 5.1
Real Estate Management & Development    4.9 4.9
Electronic Equipment, Instruments & Components    4.8 4.8
Household Products    4.2 2.5
Professional Services    3.8 4.8
Chemicals    3.7 –
Media    3.6 3.7
Aerospace & Defense    3.2 3.1
Diversified Financial Services    2.9 –
Machinery    2.8 3.1
Food Products    2.7 1.0
Specialty Retail    2.5 2.6
Internet Software & Services    2.3 8.3
Air Freight & Logistics    2.1 3.8
Internet Catalog & Retail    1.8 –
IT Services    1.8 –
Auto Components    1.7 1.7
Commercial Services & Supplies    1.5 1.7
Construction & Engineering    1.2 1.4
Leisure Equipment & Products    0.9 0.9
Energy Equipment & Services    0.8 0.6
Containers & Packaging    0.7 –
Oil, Gas & Consumable Fuels    0.1 0.2
Health Care Technology    – 6.0
Building Products    – 6.4
Computers & Peripherals    – 1.0
Total
   100.0 % 100.0 %


Geographic	March 31, 2024				December 31, 2023
United States		95.1	%			95.1	%
Canada		3.6				3.6
United Kingdom		1.3				1.2
Germany		—		(1)		0.1
Singapore (1)		—				—
Total		100.0	%			100.0	%

(1)

Amount rounds to less than 0.1%.

As46

Table of ~~the dates indicated, the geographic composition of the Company’s portfolio at fair value was as follows:~~Contents

FAIR VALUE MEASUREMENT

Geographic    September 30, 2017 December 31, 2016
United States    98.8 % 98.5 %
Germany    0.8 1.3
Singapore    0.3 –
Canada    0.1 0.2
Total
   100.0 % 100.0 %

~~Senior Credit Fund, LLC~~

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. The Company invests together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of the Company and Cal Regents are responsible for sourcing the Senior Credit Fund’s investments. Each of the Company and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100,000. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which the Company and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. On July 31, 2017, the Company and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from August 1, 2017 to November 1, 2017.

On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which, consists of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400,000. The SPV I Revolving Credit Facility provided for borrowings in an aggregate amount up to $120,000 on a committed basis as of September 30, 2017. As of September 30, 2017, the SPV I Term Loan Facility consisted of a $240,000 fully drawn term loan and the SPV I Class B Facility consisted of a $40,000 fully drawn Class B loan. As of September 30, 2017 and December 31, 2016, the SPV I’s outstanding borrowings under the Asset Based Facility were $309,154 and $303,250, respectively.

The Senior Credit Fund had entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC, as lender, and Natixis, as the facility agent. The Subscription Facility provided for borrowings in an aggregate amount up to $50,000 on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders were secured by the unfunded subscriptions of the Company and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated.

~~As of September 30, 2017 and December 31, 2016, the Company and Cal Regents had subscribed to fund and contributed the following to the Senior Credit Fund:~~

   September 30, 2017    December 31, 2016
Member
Subscribed
to fund
   Contributed
Subscribed
to fund
   Contributed
Company    $ 100,000    $ 94,342    $ 100,000    $ 77,592
Cal Regents    100,000    94,342    100,000    77,592
Total
   $ 200,000    $ 188,684    $ 200,000    $ 155,184

As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had total investments in senior secured debt at fair value of $471,530 and $479,526, respectively. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had no investments on non-accrual status. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4,849 and $1,942, respectively. In addition, as of September 30, 2017, the Senior Credit Fund had eight unfunded commitments totaling $13,478 and as of December 31, 2016, the Senior Credit Fund had three unfunded commitments totaling $6,296.

Below is a summary of the Senior Credit Fund’s portfolio, excluding an investment in a money market fund managed by an affiliate of Group Inc., followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:

   As of
   September 30, 2017    December 31, 2016
Total senior secured debt⁽¹⁾    $ 490,871    $ 489,657
Weighted average current interest rate on senior secured debt⁽²⁾    7.0%    6.6%
Number of borrowers in the Senior Credit Fund    34    37
Largest loan to a single borrower⁽¹⁾    $ 24,897    $ 24,618

⁽¹⁾

~~At par amount.~~

⁽²⁾

~~Computed as the (a) annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount.~~

~~Senior Credit Fund Portfolio as of September 30, 2017~~

Portfolio Company    Industry    Interest    Maturity
Par
Amount
Cost Fair
Value
1st Lien/Senior Secured Debt
3SI Security Systems, Inc.⁽⁺⁺⁺⁾    Commercial Services & Supplies    L + 6.25% (1.00% Floor)    06/16/2023 $ 15,000 $ 14,784 $ 14,775
A Place For Mom, Inc.⁽⁺⁺⁺⁾    Diversified Consumer Services    L + 4.00% (1.00% Floor)    08/10/2024 4,000 3,980 3,995
Ansira Partners, Inc.⁽⁺⁺⁺⁾    Media    L + 6.50% (1.00% Floor)    12/20/2022 8,662 8,583 8,575
Ansira Partners, Inc.^{(+++) (1)}    Media    L + 6.50% (1.00% Floor)    12/20/2022 1,271 693 692
ASC Acquisition Holdings, LLC^{(+++) (2)}    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 10,828 10,734 10,720
ASC Acquisition Holdings, LLC⁽^{1) (2) (3)}    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 3,750 (38 ) (38 )
ATX Networks Corp.⁽⁺⁺⁺⁾    Communications Equipment    L + 6.00% (1.00% Floor)    06/11/2021 16,555 16,419 16,306
Badger Sportswear, Inc.⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 4.50% (1.00% Floor)    09/11/2023 14,850 14,720 14,776
Crowne Group, LLC⁽⁺⁺⁺⁾    Auto Components    L + 9.25% (1.00% Floor)    05/26/2021 16,490 16,359 16,655
CST Buyer Company⁽⁺⁺⁺⁺⁾    Diversified Consumer Services    L + 6.25% (1.00% Floor)    03/01/2023 20,597 20,073 20,030
CST Buyer Company^{(1) (3)}    Diversified Consumer Services    L + 6.25% (1.00% Floor)    03/01/2023 1,800 (45 ) (50 )
DBRS Limited⁽⁺⁺⁺⁾    Capital Markets    L + 5.25% (1.00% Floor)    03/04/2022 11,700 11,619 11,583
DiscoverOrg, LLC^{(+) (2)}    Software    L + 4.50% (1.00% Floor)    08/25/2023 8,000 7,961 7,920
FWR Holding Corporation⁽⁺⁺⁺⁺⁾    Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2023 9,103 8,878 8,875
FWR Holding Corporation^{(+++) (1)}    Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2023 1,175 294 294
FWR Holding Corporation^{(1) (3)}    Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2019 2,936 (72 ) (73 )
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 6.00% (1.00% Floor)    01/20/2021 17,505 17,433 16,455
HC Group Holdings III, Inc.⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    04/07/2022 8,820 8,789 8,886
Help/Systems, LLC⁽⁺⁺⁺⁾    Software    L + 4.50% (1.00% Floor)    10/08/2021 17,766 17,318 17,810
Hygiena Borrower LLC⁽⁺⁺⁺⁾    Life Sciences Tools & Services    L + 4.75% (1.00% Floor)    08/26/2022 15,920 15,775 15,602
Hygiena Borrower LLC^{(1) (3)}    Life Sciences Tools & Services    L + 4.75% (1.00% Floor)    08/26/2022 1,667 (22 ) (33 )
Jill Acquisition LLC⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 5.00% (1.00% Floor)    05/08/2022 14,035 13,948 13,907
KMG Chemicals, Inc.⁽⁺⁾    Chemicals    L + 4.25% (1.00% Floor)    06/15/2024 6,847 6,814 6,930
Lattice Semiconductor Corporation⁽⁺⁾    Semiconductors & Semiconductor Equipment    L + 4.25% (1.00% Floor)    03/10/2021 10,775 10,629 10,829
Liquidnet Holdings, Inc.⁽⁺⁾    Capital Markets    L + 4.25% (1.00% Floor)    07/15/2024 9,875 9,779 9,900
Loar Group, Inc.⁽⁺⁾    Aerospace & Defense    L + 4.75% (1.00% Floor)    01/12/2022 14,133 13,808 14,062
MB Aerospace Holdings Inc.⁽⁺⁾    Aerospace & Defense    L + 5.50% (1.00% Floor)    12/15/2022 15,729 15,603 15,689
Netsmart Technologies, Inc.⁽⁺⁺⁺⁾    Health Care Technology    L + 4.50% (1.00% Floor)    04/19/2023 18,795 18,742 18,983
Pomeroy Group LLC^(+++++)    IT Services    L + 6.00% (1.00% Floor)    11/30/2021 15,799 15,410 15,246
Professional Physical Therapy⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 6.00% (1.00% Floor)    12/16/2022 10,421 10,328 10,317
RealD, Inc.⁽⁺⁺⁾    Media    L + 7.50% (1.00% Floor)    03/22/2021 16,703 16,572 16,577
Research Now Group, Inc.⁽⁺⁺⁺⁾    Professional Services    L + 4.50% (1.00% Floor)    03/18/2021 9,435 9,338 9,388
SciQuest, Inc.⁽⁺⁾    Internet Software & Services    L + 4.75% (1.00% Floor)    07/28/2023 19,568 19,481 19,470
Smarte Carte, Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 5.50% (1.00% Floor)    08/30/2021 10,702 10,615 10,622
SMS Systems Maintenance Services, Inc.⁽⁺⁾    IT Services    L + 5.00% (1.00% Floor)    10/30/2023 14,888 14,819 14,478
Stackpath, LLC⁽⁺⁺⁺⁾    Internet Software & Services    L + 5.00% (1.00% Floor)    02/03/2023 16,958 16,801 16,788
Tronair Parent Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 4.75% (1.00% Floor)    09/08/2023 13,860 13,740 13,721
U.S. Acute Care Solutions, LLC⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    05/14/2021 12,903 12,791 12,773
VRC Companies, LLC⁽⁺⁾    Commercial Services & Supplies    L + 6.50% (1.00% Floor)    03/31/2023 19,956 19,535 19,507
VRC Companies, LLC^{(+++) (1)}    Commercial Services & Supplies    L + 6.50% (1.00% Floor)    03/31/2023 3,529 2,184 2,179
VRC Companies, LLC⁽¹⁾    Commercial Services & Supplies    P + 5.50%    03/31/2022 1,412 748 745


Total 1st Lien/Senior Secured Debt
      445,920 445,866
1st Lien/First-Out Unitranche
Infogix, Inc.⁽⁺⁺⁺⁾    Software    L + 5.00% (1.00% Floor)    12/31/2021 9,653 9,579 9,629


Total 1st Lien/First-Out Unitranche
      9,579 9,629
2nd Lien/Senior Secured Debt
DiscoverOrg, LLC^{(+) (2)}    Software    L + 8.50% (1.00% Floor)    02/23/2024 10,500 10,346 10,395
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 10.25% (1.00% Floor)    01/20/2022 6,000 5,915 5,640


Total 2nd Lien/Senior Secured Debt
      16,261 16,035


Total Corporate Debt
      471,760 471,530


            Yield       Shares Cost Fair
Value
Investments in Affiliated Money Market Fund
Goldman Sachs Financial Square Government Fund - Institutional Shares    0.91%⁽⁴⁾    4,849,420 $ 4,849 $ 4,849


Total Investments in Affiliated Money Market Fund
   4,849 4,849


TOTAL INVESTMENTS
         $ 476,609 $ 476,379

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2017 was 1.23%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2017 was 1.27%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2017 was 1.33%.~~

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2017 was 1.51%.~~

^(+++++)

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of September 30, 2017 was 1.78%.~~

⁽¹⁾

⁽²⁾

~~The Company also holds a portion of the 2nd lien/senior secured debt in this portfolio company.~~

⁽³⁾

⁽⁴⁾

~~The rate shown is the annualized seven-day yield as of September 30, 2017.~~

~~L – LIBOR~~

~~P – U.S. Prime Rate (which as of September 30, 2017 was 4.25%)~~

~~Senior Credit Fund Portfolio as of December 31, 2016~~

Portfolio Company    Industry    Interest    Maturity
Par
Amount
Cost
Fair
Value

1st Lien/Senior Secured Debt
Affordable Care Holding Corp.⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 4.75% (1.00% Floor)    10/22/2022 $ 4,950 $ 4,864 $ 4,950
Ansira Partners, Inc.⁽¹⁾    Media    L + 6.50% (1.00% Floor)    12/20/2022 8,727 8,640 8,640
Ansira Partners, Inc.⁽¹⁾⁽²⁾    Media    L + 6.50% (1.00% Floor)    12/20/2022 1,273 – –
ASC Acquisition Holdings, LLC^(+++)(3)    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 11,250 11,138 11,137
ASC Acquisition Holdings, LLC^(+++)(2)(3)    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 3,750 – –
ATX Networks Corp.⁽⁺⁺⁺⁾    Communications Equipment    L + 6.00% (1.00% Floor)    06/11/2021 16,767 16,607 16,348
Badger Sportswear, Inc.⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 4.50% (1.00% Floor)    09/11/2023 14,963 14,861 14,850
ConvergeOne Holdings Corporation^(+++)(4)    Communications Equipment    L + 5.38% (1.00% Floor)    06/17/2020 17,401 17,261 17,314
Crowne Group, LLC⁽⁺⁺⁺⁾    Auto Components    L + 9.25% (1.00% Floor)    05/26/2021 16,873 16,717 17,041
DBRS Limited⁽⁺⁺⁺⁾    Capital Markets    L + 5.25% (1.00% Floor)    03/04/2022 11,790 11,697 10,729
DiscoverOrg, LLC⁽⁺⁾⁽³⁾    Software    L + 4.25% (1.00% Floor)    06/02/2020 7,147 7,121 7,075
Edgewood Partners Insurance Center⁽⁺⁾    Insurance    L + 6.00% (1.00% Floor)    03/16/2023 15,880 15,589 15,920
Explorer Holdings, Inc.⁽⁺⁺⁺⁾    Health Care Technology    L + 5.00% (1.00% Floor)    05/02/2023 9,950 9,855 10,025
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 5.50% (1.00% Floor)    01/20/2021 17,640 17,555 17,464
HC Group Holdings III, Inc.⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    04/07/2022 8,888 8,852 8,510
Help/Systems, LLC⁽⁺⁺⁺⁾    Software    L + 5.25% (1.00% Floor)    10/08/2021 17,955 17,407 17,910
Imagine! Print Solutions, Inc.⁽⁺⁺⁺⁾    Commercial Services & Supplies    L + 6.00% (1.00% Floor)    03/30/2022 4,965 4,909 5,039
Jill Acquisition LLC⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 5.00% (1.00% Floor)    05/08/2022 15,805 15,700 15,746
Lattice Semiconductor Corporation⁽⁺⁺⁺⁾    Semiconductors & Semiconductor Equipment    L + 4.25% (1.00% Floor)    03/10/2021 11,986 11,803 11,956
Liquidnet Holdings, Inc.⁽⁺⁾⁽⁴⁾    Capital Markets    L + 6.75% (1.00% Floor)    05/22/2019 24,618 24,340 24,433
Loar Group, Inc.⁽⁺⁺⁾    Aerospace & Defense    L + 4.75% (1.00% Floor)    01/12/2022 9,925 9,684 9,875
MB Aerospace Holdings Inc.⁽⁺⁺⁺⁾    Aerospace & Defense    L + 5.50% (1.00% Floor)    12/15/2022 15,849 15,708 15,769
Mister Car Wash, Inc.⁽¹⁾    Automobiles    L + 4.25% (1.00% Floor)    08/20/2021 6,650 6,600 6,658
Mister Car Wash, Inc.⁽¹⁾⁽²⁾    Automobiles    L + 4.25% (1.00% Floor)    08/20/2021 1,333 – 12
Netsmart Technologies, Inc.⁽⁺⁺⁺⁾    Health Care Technology    L + 4.50% (1.00% Floor)    04/19/2023 18,937 18,878 18,997
Oasis Outsourcing Holdings, Inc.⁽⁺⁾    Diversified Financial Services    L + 4.75% (1.00% Floor)    12/27/2021 3,979 3,970 3,989
PGX Holdings, Inc.^(+++)(4)    Professional Services    L + 5.25% (1.00% Floor)    09/29/2020 13,578 13,510 13,552
Playcore Wisconsin, Inc.⁽⁺⁺⁺⁾    Leisure Equipment & Products    L + 4.25% (1.00% Floor)    05/29/2020 18,000 17,820 17,820
Pomeroy Group LLC⁽⁺⁺⁺⁺⁾    IT Services    L + 6.00% (1.00% Floor)    11/30/2021 15,920 15,472 15,760
Precyse Acquisition Corp.⁽⁺⁾    Health Care Technology    L + 5.50% (1.00% Floor)    10/20/2022 7,469 7,369 7,553
Professional Physical Therapy⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 6.00% (1.00% Floor)    12/16/2022 10,500 10,395 10,395
RealD, Inc.⁽⁺⁺⁾    Media    L + 7.50% (1.00% Floor)    03/22/2021 16,873 16,719 16,704
Research Now Group, Inc.⁽⁺⁺⁺⁾    Professional Services    L + 4.50% (1.00% Floor)    03/18/2021 9,592 9,476 9,448
SciQuest, Inc.⁽⁺⁺⁺⁺⁾    Internet Software & Services    L + 4.75% (1.00% Floor)    07/28/2023 13,930 13,863 13,860
Smarte Carte, Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 5.50% (1.00% Floor)    08/30/2021 11,213 11,107 11,100
Tronair Parent Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 4.75% (1.00% Floor)    09/08/2023 13,860 13,762 13,721
U.S. Acute Care Solutions, LLC⁽¹⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    05/14/2021 13,000 12,870 12,870
Veresen Midstream Limited Partnership⁽⁺⁺⁺⁾    Energy Equipment & Services    L + 4.25% (1.00% Floor)    03/31/2022 10,808 10,614 10,871
Zep Inc.⁽⁺⁺⁺⁾    Chemicals    L + 4.00% (1.00% Floor)    06/27/2022 11,901 11,879 11,961


Total 1st Lien/Senior Secured Debt
      454,612 456,002
1st Lien/First-Out Unitranche
Infogix, Inc.⁽⁺⁺⁺⁾    Software    L + 4.75% (1.00% Floor)    12/31/2021 9,762 9,676 9,664


Total 1st Lien/First-Out Unitranche
      9,676 9,664

Portfolio Company    Industry    Interest    Maturity
Par
Amount
Cost Fair
Value
2nd Lien/Senior Secured Debt
DiscoverOrg, LLC^(+++)(3)    Software    L + 9.00% (1.00% Floor)    02/10/2022 $ 8,000 $ 7,858 $ 7,860
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 9.50% (1.00% Floor)    01/20/2022 6,000 5,904 6,000


Total 2nd Lien/Senior Secured Debt
      13,762 13,860


Total Corporate Debt
      478,050 479,526


            Yield       Shares Cost
Fair
Value

Investments in Affiliated Money Market Fund
Goldman Sachs Financial Square Government Fund    0.45%⁽⁵⁾    1,941,599 $ 1,942 $ 1,942


Total Investments in Affiliated Money Market Fund
      1,942 1,942


TOTAL INVESTMENTS
      $ 479,992 $ 481,468

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2016 was 0.77%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of December 31, 2016 was 0.82%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2016 was 1.00%.~~

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of December 31, 2016 was 1.69%.~~

⁽¹⁾

~~Position or portion thereof unsettled as of December 31, 2016.~~

⁽²⁾

⁽³⁾

~~The Company also holds a portion of the 2nd lien/senior secured debt in this portfolio company.~~

⁽⁴⁾

~~Initial investment was purchased at fair value from the Company in October 2014.~~

⁽⁵⁾

~~The rate shown is the annualized seven-day yield as of December 31, 2016.~~

~~L – LIBOR~~

~~Below is selected balance sheet information for the Senior Credit Fund as of September 30, 2017 and December 31, 2016:~~

   As of

   September 30,
2017    December 31,
2016
Selected Balance Sheet Information
Total investments, at fair value    $ 476,379    $ 481,468
Cash and other assets    29,402    10,930
Total assets    $ 505,781    $ 492,398
Debt⁽¹⁾    $ 306,590    $ 300,574
Other liabilities    8,963    35,036
Total liabilities    $ 315,553    $ 335,610
Members’ equity    190,228    156,788
Total liabilities and members’ equity    $ 505,781    $ 492,398

⁽¹⁾	~~Net of deferred financing costs for the SPV I Term Loan Facility, which were in the amount of $2,564 and $2,676 as of September 30, 2017 and December 31, 2016, respectively.~~

~~Below is selected statements of operations information for the Senior Credit Fund for the three and nine months ended September 30, 2017 and 2016:~~

   For the
Three Months Ended
September 30,    For the
Nine Months Ended
September 30,
   2017 2016    2017 2016
Selected Statements of Operations Information:
Total investment income    $ 9,535 $ 6,905    $ 28,140 $ 18,220
Expenses
Interest and other debt expenses    3,482 2,308    10,132 6,582
Excess loan origination and structuring fees    350 1,109    1,096 1,712
Professional fees    176 90    485 297
Administration and custodian fees    103 81    299 240
Other expenses    36 26    88 52
Total expenses    $ 4,147 $ 3,614    $ 12,100 $ 8,883
Total net income    5,388 3,291    16,040 9,337
Net realized gain (loss) on investments    29 –    106 –
Net change in unrealized appreciation (depreciation) on investments    (135 ) 1,829    (1,706 ) 3,823
Net increase (decrease) in members’ equity    $ 5,282 $ 5,120    $ 14,440 $ 13,160

~~Loan Origination and Structuring Fees~~

If the loan origination and structuring fees earned by the Senior Credit Fund (including directly or indirectly through SPV I or another vehicle) during a period exceed the Senior Credit Fund’s expenses (excluding interest and other debt expenses), such excess is paid as a fee to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by the Senior Credit Fund with respect to the loans originated by such Member. The loan origination and structuring fee is accrued quarterly and included in other income from controlled affiliated investments on the Consolidated Statements of Operations and paid annually. For the three and nine months ended September 30, 2017, the Company accrued income based on loan origination and structuring fees of $350 and $1,096, respectively. For the three and nine months ended September 30, 2016, the Company accrued income based on loan origination and structuring fees of $1,074 and $1,618, respectively.

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.

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.

Table of Contents


Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income		The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

Derivative Contracts	Over-the-counter (“OTC”) derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

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


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~~
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:~~ •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:~~ •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 ~~and liabilities~~ as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016.~~2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest ~~yield~~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 and liabilities.~~

assets.

3048


~~Level 3 Instruments~~	~~Level 3 Assets as of~~ ~~September 30, 2017~~⁽¹⁾	~~Significant Unobservable~~ ~~Inputs by Valuation~~ ~~Techniques~~⁽²⁾	~~Range~~⁽³⁾ ~~of Significant~~ ~~Unobservable~~ ~~Inputs (Weighted Average~~⁽⁴⁾) ~~as of~~ ~~September 30, 2017~~
~~Bank Loans, Corporate Debt, and Other Debt Obligations~~	~~1st Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$274,856~~	~~• Discount Rate~~	~~9.4% – 16.9% (12.1%)~~
		~~Collateral analysis:~~
		~~• Recovery Rate~~	~~92.3%~~
	~~1st Lien/Last-Out Unitranche~~	~~Discounted cash flows:~~
	~~$262,807~~	~~• Discount Rate~~	~~10.0% – 19.8% (13.3%)~~
		~~Comparable multiples:~~
		~~• EV/Revenue~~	~~0.3x – 0.9x (0.7x)~~
		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~8.2x – 12.9x (7.1x)~~

	~~2nd Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$212,367~~	~~• Discount Rate~~	~~10.5% – 15.1% (11.7%)~~

	~~Unsecured Debt~~	~~Discounted cash flows:~~
	~~$3,300~~	~~• Discount Rate~~	~~3.7% – 5.7% (12.0%)~~
~~Equity~~	~~Preferred Stock~~	~~Comparable multiples:~~
	~~$11,815~~	~~• EV/EBITDA~~⁽⁵⁾	~~6.5x – 15.0x (7.3x)~~
	~~Common Stock~~	~~Discounted cash flows:~~
	~~$17,231~~	~~• Discount Rate~~	~~9.7% – 28.0% (24.2%)~~
		~~Comparable multiples:~~
		~~• EV/Revenue~~	~~2.1x – 9.6x (3.0x)~~
		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~7.3x – 18.0x (7.4x)~~
		~~Collateral analysis:~~
		~~• Recovery Rate~~	~~73.9%~~

⁽¹⁾

Included within Level 3 Assets of $973,549 is an amount of $191,173 in which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

⁽²⁾

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

⁽³⁾

~~The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.~~

⁽⁴⁾

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

⁽⁵⁾

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


~~Level 3 Instruments~~	~~Level 3 Assets as of~~ ~~December 31, 2016~~⁽¹⁾	~~Significant Unobservable~~ ~~Inputs by Valuation~~ ~~Techniques~~⁽²⁾	~~Range~~⁽³⁾~~of Significant~~ ~~Unobservable~~ ~~Inputs (Weighted Average~~⁽⁴⁾) ~~as of~~ ~~December 31, 2016~~
~~Bank Loans, Corporate Debt, and Other Debt Obligations~~	~~1st Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$379,181~~	~~• Discount Rate~~	~~9.1% – 20% (11.6%)~~
		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~2.9x – 19.5x (5.0x)~~
	~~1st Lien/Last-Out Unitranche~~	~~Discounted cash flows:~~
	~~$310,254~~	~~• Discount Rate~~	~~10.8% – 15.6% (12.9%)~~
		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~7.7x – 13.2x (7.9x)~~
	~~2nd Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$214,643~~	~~• Discount Rate~~	~~10.7% – 48.1% (12.6%)~~
		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~6.5x –�� 9.1x (6.8x)~~
~~Equity~~	~~Preferred Stock~~	~~Comparable multiples:~~
	~~$11,083~~	~~• EV/EBITDA~~⁽⁵⁾	~~5.6x – 12.3x (6.3x)~~
	~~Common Stock~~	~~Comparable multiples:~~
	~~$4,312~~	~~• EV/EBITDA~~⁽⁵⁾	~~5.6x – 12.3x (6.3x)~~

Table of Contents


Level 3 Instruments	Fair Value(1)(2)		Valuation Techniques(3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of March 31, 2024
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	2,905,289	Discounted cash flows	Discount Rate	8.7% - 52.4%	12.4%
	$	901	Collateral analysis	Recovery Rate	—	23.0%
	$	52,252	Comparable multiples	EV/Revenue	0.4x - 2.8x	2.0x
1st Lien/Last-Out Unitranche	$	149,087	Discounted cash flows	Discount Rate	8.7% - 12.9%	12.2%
2nd Lien/Senior Secured Debt	$	27,538	Discounted cash flows	Discount Rate	17.5% - 20.5%	19.3%
	$	6,098	Comparable multiples	EV/EBITDA(6)	8.6x - 9.5x	9.2x
Unsecured Debt	$	19,123	Discounted cash flows	Discount Rate	17.3% - 20.8%	19.1%
	$	276	Comparable multiples	EV/EBITDA(6)	—	7.5x
	$	1,151	Comparable multiples	EV/Revenue	—	0.3x
Equity
Preferred Stock	$	13,307	Comparable multiples	EV/EBITDA(6)	10.0x - 31.2x	31.0x
	$	24,695	Comparable multiples	EV/Revenue	4.0x - 5.7x	4.6x
Common Stock	$	5,396	Discounted cash flows	Discount Rate	—	29.6%
	$	16,877	Comparable multiples	EV/EBITDA(6)	3.5x - 17.5x	9.0x
	$	4,030	Comparable multiples	EV/Revenue	—	14.7x
Warrants	$	247	Comparable multiples	EV/Revenue	—	4.0x
As of December 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	2,744,907	Discounted cash flows	Discount Rate	8.8% - 31.8%	11.6%
	$	40,591	Comparable multiples	EV/EBITDA(6)	—	10.0x
	$	1,073	Collateral analysis	Recovery Rate	—	27.4%
	$	58,157	Comparable multiples	EV/Revenue	0.4x - 2.7x	1.8x
1st Lien/Last-Out Unitranche	$	125,245	Discounted cash flows	Discount Rate	8.9% - 12.6%	12.3%
2nd Lien/Senior Secured Debt	$	50,052	Discounted cash flows	Discount Rate	12.4% - 16.9%	13.3%
	$	1,701	Comparable multiples	EV/EBITDA(6)	—	8.3x
	$	14,809	Comparable multiples	EV/Revenue	—	0.3x
Unsecured Debt	$	17,905	Discounted cash flows	Discount Rate	15.8% - 20.3%	18.7%
	$	255	Comparable multiples	EV/EBITDA(6)	—	8.9x
	$	9,154	Comparable multiples	EV/Revenue	—	0.4x
Equity
Preferred Stock	$	12,846	Comparable multiples	EV/EBITDA(6)	13.7x - 31.2x	31.1x
	$	24,450	Comparable multiples	EV/Revenue	4.0x - 4.1x	4.0x
Common Stock	$	9,518	Discounted cash flows	Discount Rate	16.8% - 29.7%	24.9%
	$	16,950	Comparable multiples	EV/EBITDA(6)	3.8x - 17.5x	9.2x
	$	4,043	Comparable multiples	EV/Revenue	—	14.8x
Warrants	$	244	Comparable multiples	EV/Revenue	—	4.0x

(1)

As of March 31, 2024, included within the fair value of Level 3 assets of $3,377,068 is an amount of $150,801 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 $3,101,037 or 93.6% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)

As of December 31, 2023, included within the fair value of Level 3 assets of $3,343,635 is an amount of $211,735 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 $2,938,109 or 89.7% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)

(4)

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

(5)

(6)

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

⁽¹⁾

Included within Level 3 Assets of $977,713 is an amount of $58,240 in which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

⁽²⁾

⁽³⁾

~~The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.~~

⁽⁴⁾

⁽⁵⁾

~~Enterprise value of portfolio company as a multiple of EBITDA.~~

Table of Contents

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016.~~2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, ~~respectively,~~ in the fair value.

The following is a summary of the Company’s assets categorized within the fair value ~~hierarchy as of September 30, 2017:~~hierarchy:


									March 31, 2024										December 31, 2023
Assets	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	$	–	$	20,100	$	335,627	$	355,727	$	—	$	62,848		$	3,099,816	$	3,162,664		$	—	$	70,504		$	3,036,965	$	3,107,469
1st Lien/Last-Out Unitranche		–		–		274,409		274,409		—		—			158,514		158,514			—		—			144,743		144,743
2nd Lien/Senior Secured Debt		–		88,793		330,567		419,360		—		—			33,636		33,636			—		—			66,562		66,562
Unsecured Debt		–		–		3,300		3,300		—		—			20,550		20,550			—		—			27,314		27,314
Preferred Stock		–		–		12,415		12,415		—		—			38,002		38,002			—		—			37,296		37,296
Common Stock		–		1,131		17,231		18,362		198		—			26,303		26,501			190		—			30,511		30,701
Warrants										—		—			247		247			—		—			244		244
Affiliated Money Market Fund		3		–		–		3		499		—			—		499			—		—			—		—
Subtotal	$	3	$	110,024	$	973,549	$	1,083,576
Investments measured at NAV⁽¹⁾								95,114
Total assets							$	1,178,690
Total Assets									$	697	$	62,848		$	3,377,068	$	3,440,613		$	190	$	70,504		$	3,343,635	$	3,414,329
Unrealized appreciation (depreciation) on foreign currency forward contracts									$	—	$	(581	)	$	—	$	(581	)	$	—	$	(726	)	$	—	$	(726	)

⁽¹⁾

~~Includes equity investments in the Senior Credit Fund.~~

The ~~following is~~below table presents a summary of ~~the Company’s assets categorized within the~~changes in fair value ~~hierarchy as of December 31, 2016:~~

Assets    Level 1    Level 2    Level 3    Total
1st Lien/Senior Secured Debt    $ –    $ 41,845    $ 379,181    $ 421,026
1st Lien/Last-Out Unitranche    –    –    310,254    310,254
2nd Lien/Senior Secured Debt    –    67,160    269,018    336,178
Unsecured Debt    –    –    3,115    3,115
Preferred Stock    –    –    11,833    11,833
Common Stock    –    2,178    4,312    6,490
Affiliated Money Market Fund    1    –    –    1
Subtotal    $ 1    $ 111,183    $ 977,713    $ 1,088,897
Investments measured at NAV⁽¹⁾             78,394
Total assets             $ 1,167,291

⁽¹⁾

~~Includes equity investments in the Senior Credit Fund.~~

~~The following is a reconciliation~~ of Level 3 assets ~~for the nine months ended September 30, 2017:~~by investment type:


Level 3	Beginning Balance as of January 1, 2017		Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out		Ending Balance as of September 30, 2017
																							Beginning Balance		Purchases (1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(2)			Net Amortization of Premium/ Discount			Transfers In(3)		Transfers Out(3)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2024																						For the Three Months Ended March 31, 2024
1st Lien/Senior Secured Debt	$	379,181	$	109,367	$	(16,900	)	$	9,714		$	(149,519	)	$	3,784	$	–	$	–	$	335,627		$	3,036,965	$	194,044	$	(17,646	)	$	3,536		$	(129,587	)	$	5,103		$	35,222	$	(27,821	)	$	3,099,816	$	(7,715	)
1st Lien/Last-Out Unitranche		310,254		44,550		–			(10,265	)		(72,425	)		2,295		–		–		274,409			144,743		12,908		—			767			(103	)		199			—		—			158,514		767
2nd Lien/Senior Secured Debt		269,018		290,608		(23,565	)		14,295			(221,699	)		1,910		–		–		330,567			66,562		5,060		—			1,042			(40,129	)		1,101			—		—			33,636		1,999
Unsecured Debt		3,115		185		–			–			–			–		–		–		3,300			27,314		1,596		—			(8,010	)		—			(350	)		—		—			20,550		(8,010	)
Preferred Stock		11,833		628		–			(46	)		–			–		–		–		12,415			37,296		124		—			582			—			—			—		—			38,002		582
Common Stock		4,312		14,493		–			(1,574	)		–			–		–		–		17,231			30,511		—		658			(779	)		(4,087	)		—			—		—			26,303		(86	)
Total assets	$	977,713	$	459,831	$	(40,465	)	$	12,124		$	(443,643	)	$	7,989	$	–	$	–	$	973,549
Warrants																								244		—		—			3			—			—			—		—			247		3
Total Assets																							$	3,343,635	$	213,732	$	(16,988	)	$	(2,859	)	$	(173,906	)	$	6,053		$	35,222	$	(27,821	)	$	3,377,068	$	(12,460	)
For the Three Months Ended March 31, 2023																						For the Three Months Ended March 31, 2023
1st Lien/Senior Secured Debt																							$	3,050,929	$	49,657	$	5		$	(13,252	)	$	(30,037	)	$	4,541		$	—	$	(34,201	)	$	3,027,642	$	(14,587	)
1st Lien/Last-Out Unitranche																								116,230		588		—			(1,336	)		(103	)		305			—		—			115,684		(1,336	)
2nd Lien/Senior Secured Debt																								89,573		491		(35,383	)		32,575			—			233			—		—			87,489		(2,808	)
Unsecured Debt																								7,630		598		—			(78	)		—			3			—		—			8,153		(78	)
Preferred Stock																								42,377		—		—			2,510			—			—			—		—			44,887		2,510
Common Stock																								34,497		—		(883	)		2,043			—			—			—		—			35,657		1,160
Warrants																								611		—		—			(374	)		—			—			—		—			237		(374	)
Total Assets																							$	3,341,847	$	51,334	$	(36,261	)	$	22,088		$	(30,140	)	$	5,082		$	—	$	(34,201	)	$	3,319,749	$	(15,513	)

⁽¹⁾

~~Purchases may include securities received in corporate actions and PIK. Sales and Settlements may include securities delivered in corporate actions.~~

⁽²⁾

Change in unrealized appreciation (depreciation) relating to assets still held at September 30, 2017 totaled $1,499 consisting of the following: 1st Lien/Senior Secured Debt $12,588, 1st Lien/Last-Out Unitranche $(10,173), 2nd Lien/Senior Secured Debt $704, Unsecured Debt $0, Preferred Stock $(46) and Common Stock $(1,574).

~~The following is a reconciliation~~

(1)

Purchases may include PIK, securities received in corporate actions and restructurings.

(2)

Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(3)

Transfers in (out) of Level 3 ~~assets for the nine months ended September 30, 2016:~~

Level 3 Beginning
Balance
as of
January 1,
2016 Purchases⁽¹⁾ Net
Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)⁽²⁾

Sales and
Settlements⁽¹⁾

Net
Amortization
of Premium/
Discount
Transfers
In Transfers
Out
Ending
Balance
as of
September 30,
2016

1st Lien/Senior Secured Debt $ 362,331 $ 99,430 $ – $ 611 $ (80,300 ) $ 1,050 $ – $ – $ 383,122
1st Lien/Last-Out Unitranche 305,727 53,379 123 (11,375 ) (34,407 ) 999 – – 314,446
2nd Lien/Senior Secured Debt
257,701 79,808 (22,116 ) (6,762 ) (73,138 ) 1,368 – (16,800 ) 220,061
Preferred Stock 24,872 10,686 – 1,454 – – – (4,791 ) 32,221
Common Stock – 2,395 – 4,443 – – – (4,446 ) 2,392
Total assets $ 950,631 $ 245,698 $ (21,993 ) $ (11,629 ) $ (187,845 ) $ 3,417 $ – $ (26,037 ) $ 952,242

⁽¹⁾

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

⁽²⁾

Change in unrealized appreciation (depreciation) relating to assets still held at September 30, 2016 totaled $(10,624), consisting of the following: 1st Lien/Senior Secured Debt $611, 1st Lien/Last-Out Unitranche $(11,375), 2nd Lien/Senior Secured Debt $(5,757), Preferred Stock $1,454 and Common Stock $4,443.

~~Transfers between levels of the fair value hierarchy~~ are reported at the beginning of the reporting period in which they occur. For the nine months ended September 30, 2017, there were no transfers between levels. For the nine months ended September 30, 2016, transfers from Level 3 to Level 2 were primarily due to ~~increased price transparency.~~a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

Table of Contents

Debt Not Carried at Fair Value

~~The~~Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, ~~of the Revolving Credit Facility, which would be categorized as Level 3 within~~ the fair value ~~hierarchy~~and level would have been as ~~of September 30, 2017 and December 31, 2016, approximates its carrying value.~~ follows:


		As of
	Level	March 31, 2024		December 31, 2023
Revolving Credit Facility	3	$	583,822	$	972,241
2025 Notes	2	$	353,988	$	352,800
2026 Notes	2	$	475,750	$	476,450
2027 Notes	2	$	403,920	$	—

DEBT

The fair value of the Company’s Convertible Notes, which would be categorized as Level 2 within the fair value hierarchy, as of September 30, 2017 and December 31, 2016, was $118,809 and $116,006, respectively, based on broker quotes received by the Company.

~~DEBT~~

~~In accordance with the Investment Company Act, with certain exceptions, the~~ Company is ~~only allowed~~permitted to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least ~~2 to 1~~150% after such ~~borrowing.~~borrowing (if certain requirements are met). As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, the Company’s asset coverage ratio based on the aggregate ~~borrowings~~amount outstanding of senior securities was ~~2.63 to 1~~188% and ~~2.32 to 1, respectively.~~187%.

The Company’s outstanding debt ~~as of September 30, 2017 and December 31, 2016~~ was as follows:

As of
September 30, 2017 December 31, 2016
Aggregate
Borrowing
Amount
Committed Outstanding
Borrowing Amount
Available Carrying
Value Aggregate
Borrowing
Amount
Committed Outstanding
Borrowing Amount
Available Carrying
Value
Revolving Credit Facility⁽¹⁾ $ 605,000 $ 332,750 $ 272,250 $ 332,750 $ 605,000 $ 387,750 $ 217,250 $ 387,750
Convertible Notes⁽²⁾ 115,000 115,000 – 111,055 115,000 115,000 – 110,402
Total Debt $ 720,000 $ 447,750 $ 272,250 $ 443,805 $ 720,000 $ 502,750 $ 217,250 $ 498,152


	As of
	March 31, 2024						December 31, 2023
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value(1)		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value(1)
Revolving Credit Facility(2)	$	1,695,000	$	1,111,058	$	583,822	$	1,695,000	$	724,081	$	972,241
2025 Notes		360,000		—		358,803		360,000		—		358,459
2026 Notes		500,000		—		496,570		500,000		—		496,094
2027 Notes		400,000		—		391,615		—		—		—
Total Debt	$	2,955,000	$	1,111,058	$	1,830,810	$	2,555,000	$	724,081	$	1,826,794

⁽¹⁾

~~Provides, under certain circumstances, a total borrowing capacity of $1,000,000.~~

⁽²⁾

The carrying value of the Company’s Convertible Notes is presented net of unamortized debt issuance costs of $3,323 and OID net of accretion of $622 as of September 30, 2017, and net of unamortized debt issuance costs of $3,884 and OID net of accretion of $714 as of December 31, 2016.

(1)

The carrying value is presented net of unamortized debt issuance costs as applicable.

(2)

Provides, under certain circumstances, a total borrowing capacity of $2,542,500. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, the Company had outstanding borrowings denominated in USD of $503,674, in Euros of EUR 37,700, in GBP of GBP 26,000 and in CAD of CAD 9,020. As of December 31, 2023, the Company had outstanding borrowings denominated in USD of $890,674, in Euros of EUR 37,700, in GBP of GBP 26,000 and in CAD of CAD 9,020.

The combined weighted average interest ~~rates~~rate of the aggregate borrowings outstanding for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 was 5.41% and the year ended December 31, ~~2016 were 3.42%~~2023 was 5.31%. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 was $1,864,904 and ~~2.65%, respectively.~~the year ended December 31, 2023 was $1,930,027.

Table of Contents

Revolving Credit Facility

On September 19, 2013, the Company entered into a ~~Revolving~~senior secured revolving credit agreement (as amended, the “Revolving Credit ~~Facility~~Facility”) with various lenders. ~~SunTrust~~Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.

~~On October 3, 2014, the~~ The Company has amended and restated the Revolving Credit Facility on numerous occasions between October 3, 2014 and October 18, 2023.

The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695,000. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to ~~among other things:~~ increase the ~~aggregate borrowing amount on a committed basis, increase the total~~ borrowing capacity ~~extend the maturity date, and reduce the applicable margin of borrowings.~~

~~On January 16, 2015, the Company exercised the right under the accordion feature and increased the size~~ of the Revolving Credit Facility to ~~$535,000, on a committed basis.~~up to $2,542,500.

~~On March 27, 2015, the Company exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560,000, on a committed basis.~~

~~On November 3, 2015, the Company amended the Revolving Credit Facility to, among other things:~~

~~increase the aggregate borrowing amount to $570,000 on a committed basis;~~

~~increase the total borrowing capacity to a maximum of $1,000,000;~~

~~extend the final maturity date to November 4, 2020; and~~

reduce the applicable margin of borrowings with respect to (i) any loan bearing interest at a rate determined by reference to the alternate base rate from 1.25% to 0.75% or 1.00%, subject to borrowing base conditions and (ii) any loan bearing interest at a rate determined by reference to the adjusted LIBOR rate from 2.25% to 1.75% or 2.00%, subject to borrowing base conditions.

~~On December 16, 2016, the Company further amended the Revolving Credit Facility to, among other things:~~

~~increase aggregate borrowing amount to $605,000 on a committed basis; and~~

~~extend the final maturity date to December 16, 2021.~~

Borrowings ~~under the Revolving Credit Facility,~~denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either ~~LIBOR~~(i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an ~~applicable margin~~additional 0.10% credit adjustment spread or (ii) an ~~applicable margin plus~~alternative base rate, which is the ~~higher~~highest of (a) zero, (b) the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus ~~0.5%~~1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or ~~overnight LIBOR~~(z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus ~~1.0%.~~a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread. With respect to borrowings denominated in USD, the Company may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable ~~quarterly~~ in ~~arrears.~~arrears on the applicable interest payment date as specified therein. The Company pays a fee of ~~0.375%~~0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders, which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on ~~December 16, 2021.~~October 18, 2028. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders, will mature, and all accrued and unpaid interest will be due and payable, on May 5, 2027.

The Revolving Credit Facility may be guaranteed by certain of the Company’s domestic subsidiaries, including any that are formed or acquired by the Company in the ~~future (collectively, the “Guarantors”). The Senior Credit Fund is not a Guarantor of the Revolving Credit Facility.~~future. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of ~~$478,513, subject to increase pending certain~~$800,000 plus 25% of net proceeds of the sale of equity ~~sales,~~interests of the Company after February 25, 2020, (ii) maintaining ana minimum asset coverage ratio of at least ~~2 to 1,~~150%, (iii) maintaining a minimum ~~liquidity test~~asset coverage ratio of ~~at least 10%~~200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of the ~~covered~~Company and its subsidiary guarantors to the secured debt ~~amount during any period when the adjusted covered debt balance is greater than 90%~~ of the ~~adjusted borrowing base, as defined in the Revolving Credit Facility,~~Company and its subsidiary guarantors, and (iv) complying with restrictions on industry concentrations in the Company’s investment portfolio. ~~The~~As of March 31, 2024, the Company iswas in compliance with these covenants.

Costs of ~~$9,716~~$33,254 were incurred in connection with obtaining and amending the Revolving Credit Facility, which have been recorded as deferred financing costs onin the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method. As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, the unamortized deferred financing costs were ~~$5,107~~$14,134 and ~~$6,018, respectively.~~$14,937.

The below table presents the summary information of the Revolving Credit ~~Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:~~Facility:


	Three Months Ended September 30,				Nine Months Ended September 30,				For the Three Months Ended
	2017		2016		2017		2016		March 31, 2024			March 31, 2023
Borrowing interest expense	$	2,746	$	3,206	$	7,997	$	8,632	$	16,698		$	18,244
Facility fees		313		118		780		369		743			514
Amortization of financing costs		311		304		923		908		803			723
Total	$	3,370	$	3,628	$	9,700	$	9,909	$	18,244		$	19,481
Weighted average interest rate		3.30%		2.55%		3.06%		2.50%		7.36	%		6.45	%
Average outstanding balance	$	330,265	$	500,070	$	349,395	$	460,469	$	912,596		$	1,147,001

C~~onvertible Notes~~

Table of Contents

2025 Notes

On ~~October 3, 2016,~~February 10, 2020, the Company closed an offering of ~~$115,000~~$360,000 aggregate principal amount of its 3.75% unsecured ~~Convertible~~notes due 2025 (the "2025 Notes"). The 2025 Notes ~~which includes $15,000 aggregate principal amount~~were issued pursuant to an indenture between the ~~initial purchasers’ exercise in full of an over-allotment option.~~ Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The ~~Convertible~~2025 Notes bear interest at a rate of ~~4.50%~~3.75% per year, payable ~~semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017.~~semi-annually. The ~~Convertible~~2025 Notes will mature on ~~April 1, 2022, unless repurchased~~February 10, 2025and may be redeemed in whole or ~~converted~~ in ~~accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of~~part at the Company’s common stock or a combination of cash and shares of the Company’s common stock, based on an initial conversion rate of 40.8397 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016. The Company will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110,900. The Company used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

~~Holders may convert their notes at their~~ option at any time ~~prior~~or from time to time at the close of business on the business day immediately preceding October 1, 2021 only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2016, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.

~~The Convertible Notes are accounted for in accordance with ASC Topic 470-20,~~~~Debt with Conversion and Other Options~~. Upon conversion of any of the Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion optionsredemption prices set forth in the ~~Convertible Notes are not required to be separately accounted for as derivatives under ASC Topic 815,~~~~Derivatives and Hedging.~~ ~~At the time of issuance the values of the debt and equity components of the Convertible Notes were approximately 99.4% and 0.6%, respectively.~~indenture.

The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. The Company records interest expense comprised of both stated interest and amortization of the OID. At the time of issuance, the equity component of the Convertible Notes was $743. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs, respectively.

~~As of September 30, 2017 and December 31, 2016,~~below table presents the components of the carrying value of the ~~Convertible Notes were as follows:~~2025 Notes:

September 30,
2017

December 31,
2016

Principal amount of debt    $ 115,000 $ 115,000
OID, net of accretion    622 714
Unamortized debt issuance costs    3,323 3,884
Carrying value    $ 111,055 $ 110,402
Stated interest rate    4.50 % 4.50 %
Effective interest rate (stated interest rate plus accretion of OID)    4.61 % 4.60 %


	March 31, 2024		December 31, 2023
Principal amount of debt	$	360,000	$	360,000
Unamortized debt issuance costs		1,197		1,541
Carrying Value	$	358,803	$	358,459

~~For the three and nine months ended September 30, 2017 and 2016,~~

The below table presents the components of interest and other debt expenses related to the ~~Convertible~~2025 Notes:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Borrowing interest expense	$	3,375	$	3,375
Amortization of debt issuance costs		344		341
Total	$	3,719	$	3,716

2026 Notes

On November 24, 2020, the Company closed an offering of $500,000 aggregate principal amount of its 2.875% unsecured notes due 2026 (the "2026 Notes"). The 2026 Notes were issued pursuant to an indenture between the Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture.

The below table presents the components of the carrying value of the 2026 Notes:


	March 31, 2024		December 31, 2023
Principal amount of debt	$	500,000	$	500,000
Unamortized debt issuance costs		3,430		3,906
Carrying Value	$	496,570	$	496,094

The below table presents the components of interest and other debt expenses related to the 2026 Notes:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Borrowing interest expense	$	3,594	$	3,595
Amortization of debt issuance costs		476		472
Total	$	4,070	$	4,067

2027 Notes

On March 11, 2024, the Company closed an offering of $400,000 aggregate principal amount of its 6.375% unsecured notes due 2027 (the "2027 Notes"). The 2027 Notes were issued pursuant to an indenture between the Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture.

The below table presents the components of the carrying value of the 2027 Notes:


	March 31, 2024		December 31, 2023
Principal amount of debt	$	400,000	$	—
Unamortized debt issuance costs		8,385		—
Carrying Value	$	391,615	$	—

Table of Contents

The below table presents the components of interest and other debt expenses related to the 2027 Notes:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Borrowing interest expense	$	1,417	$	—
Amortization of debt issuance costs		164		—
Total	$	1,581	$	—

DERIVATIVES

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included on the Consolidated Statements of Assets and Liabilities as other assets. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.

For the three months ended March 31, 2024 and 2023, the Company’s average USD notional exposure to foreign currency forward contracts was $7,749.

The Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Assets and Liabilities, all of which are with Bank of America, N.A., was as follows:

      Three Months
Ended
September 30, 2017    Three Months
Ended
September 30, 2016    Nine Months
Ended
September 30, 2017    Nine Months
Ended
September 30, 2016
Borrowing interest expense    $ 1,294    N/A    $ 3,881    N/A
Accretion of OID    31    N/A    92    N/A
Amortization of debt issuance costs    189    N/A    562    N/A
Total    $ 1,514    N/A    $ 4,535    N/A


	March 31, 2024			December 31, 2023
Gross Amount of Assets	$	—		$	—
Gross Amount of Liabilities		(581	)		(726	)
Net Amount of Assets or (Liabilities)	$	(581	)	$	(726	)
Collateral (Received) Pledged (1)		581			590
Net Amounts (2)	$	—		$	(136	)

7.	~~COMMITMENTS AND CONTINGENCIES~~

(1)

Amount excludes excess cash collateral paid, if any.

(2)

Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.

~~Commitments~~

The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net realized gain (loss) on foreign currency forward contracts	$	—	$	—
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		145		(41	)
Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	145	$	(41	)

Table of Contents

COMMITMENTS AND CONTINGENCIES

Commitments

The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to ~~fund investments.~~transaction-related contingencies. As of ~~September 30, 2017,~~March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment ~~types~~types:


	Unfunded Commitment Balances(1)
	March 31, 2024		December 31, 2023
1st Lien/Senior Secured Debt
1272775 B.C. LTD. (dba Everest Clinical Research)	$	1,260	$	1,260
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)		122		305
Acquia, Inc.		2,183		12,003
Admiral Buyer, Inc. (dba Fidelity Payment Services)		3,740		9,650
Amspec Parent, LLC		984		984
AQ Helios Buyer, Inc. (dba SurePoint)		7,837		11,705
AQ Sunshine, Inc. (dba Relation Insurance)		2,868		3,383
Arrow Buyer, Inc. (dba Archer Technologies)		487		679
ASM Buyer, Inc.		4,878		4,878
Assembly Intermediate LLC		7,698		7,698
Bayside Opco, LLC (dba Pro-PT)		415		415
Bigchange Group Limited		3,262		3,059
Blast Bidco Inc. (dba Bazooka Candy Brands)		522		522
BSI3 Menu Buyer, Inc (dba Kydia)		13		38
Bullhorn, Inc.		1,344		1,344
Businessolver.com, Inc.		2,068		2,298
Capitol Imaging Acquisition Corp.		180		180
Charger Debt Merger Sub, LLC (dba Classic Collision)		77,663		—
Checkmate Finance Merger Sub, LLC		3,140		3,140
Chronicle Bidco Inc. (dba Lexitas)		32,753		3,089
Circustrix Holdings, LLC (dba SkyZone)		807		806
CivicPlus LLC		1,217		803
Clearcourse Partnership Acquireco Finance Limited		7,482		7,556
Coding Solutions Acquisition, Inc.		12,540		12,540
Computer Services, Inc.		14,830		—
CorePower Yoga LLC		1,687		1,687
Coretrust Purchasing Group LLC		226		226
Crewline Buyer, Inc. (dba New Relic)		363		363
CST Buyer Company (dba Intoxalock)		77		78
Diligent Corporation		1,736		1,426
ESO Solutions, Inc		1,448		1,448
Experity, Inc.		81		81
Formulations Parent Corporation (dba Chase Corp)		835		835
Frontgrade Technologies Holdings Inc.		250		250
Fullsteam Operations LLC		41,711		14,488
Gainsight, Inc.		2,736		2,736
GHA Buyer Inc. (dba Cedar Gate)		1,880		1,880
GovDelivery Holdings, LLC (dba Granicus, Inc.)		3,381		1,963
Governmentjobs.com, Inc. (dba NeoGov)		17,662		17,662
GPS Phoenix Buyer, Inc. (dba Guidepoint)		1,588		1,588
GS AcquisitionCo, Inc. (dba Insightsoftware)		7,982		982
Harrington Industrial Plastics, LLC		9,091		1,693
HealthEdge Software, Inc.		3,800		3,800
Helios Buyer, Inc. (dba Heartland)		2,363		2,363
Highfive Dental Holdco, LLC		2,188		2,188
Honor HN Buyer, Inc		6,476		6,476
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		1,535		1,535
iCIMS, Inc.		12,841		12,875
Intelligent Medical Objects, Inc.		2,992		3,311
Internet Truckstop Group, LLC (dba Truckstop)		4,400		4,400

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	Unfunded Commitment Balances(1)
	March 31, 2024		December 31, 2023
iWave Information Systems, Inc.	$	438	$	438
Kaseya Inc.		1,858		1,858
Kene Acquisition, Inc. (dba Entrust)		5,477		—
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		89		—
LS Clinical Services Holdings, Inc (dba CATO)		1,973		1,340
MerchantWise Solutions, LLC (dba HungerRush)		711		3,021
Millstone Medical Outsourcing, LLC		1,811		2,217
MRI Software LLC		1,612		1,612
NAVEX TopCo, Inc.		810		810
Ncontracts, LLC		1,875		1,973
NFM & J, L.P. (dba the Facilities Group)		2,867		2,992
Northstar Acquisition HoldCo, LLC (dba n2y)		34,605		—
Onyx CenterSource, Inc.		698		698
PDDS Holdco, Inc. (dba Planet DDS)		2,833		3,988
Pioneer Buyer I, LLC		4,300		4,300
PlanSource Holdings, Inc.		7,824		7,824
Premier Care Dental Management, LLC		3,052		2,645
Project Accelerate Parent, LLC (dba ABC Fitness)		1,875		—
Prophix Software Inc. (dba Pound Bidco)		5,104		5,104
Recochem, Inc		2,388		2,441
Recorded Books Inc. (dba RBMedia)		294		749
Riverpoint Medical, LLC		3,070		3,070
Rodeo Buyer Company (dba Absorb Software)		3,387		3,387
Rubrik, Inc.		3,168		4,320
Singlewire Software, LLC		129		129
Smarsh, Inc.		4,333		5,000
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		5,225		5,415
SpendMend, LLC		199		210
StarCompliance Intermediate, LLC		775		1,025
Sundance Group Holdings, Inc. (dba NetDocuments)		2,463		2,463
Sunstar Insurance Group, LLC		3,423		3,448
Superior Environmental Solutions		840		880
Superman Holdings, LLC (dba Foundation Software)		1,074		1,074
Sweep Purchaser LLC		4,541		92
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		2,967		4,450
Total Vision LLC		1,894		1,895
Trader Corporation		18		18
UP Acquisition Corp. (dba Unified Power)		1,902		1,902
USA DeBusk, LLC		14,873		—
USN Opco LLC (dba Global Nephrology Solutions)		961		961
VASA Fitness Buyer, Inc.		714		833
Volt Bidco, Inc. (dba Power Factors)		5,437		5,727
VRC Companies, LLC (dba Vital Records Control)		944		944
WebPT, Inc.		1,654		2,401
Wellness AcquisitionCo, Inc. (dba SPINS)		6,000		6,600
Whitewater Holding Company LLC		536		2,391
WorkForce Software, LLC		1,894		1,894
Xactly Corporation		3,874		3,874
Zarya Intermediate, LLC (dba iOFFICE)		7,987		1,141
Zeus Company, Inc.		7,994		—
DECA Dental Holdings LLC		—		228
One GI LLC		—		3,610
Pluralsight, Inc		—		1,137
Total 1st Lien/Senior Secured Debt	$	494,392	$	289,198


1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	3,552	$	4,151
EIP Consolidated, LLC (dba Everest Infrastructure)		2,792		3,745
K2 Towers III, LLC		1,682		2,606
Skyway Towers Intermediate LLC		3,700		3,850
Tarpon Towers II LLC		5,423		—
Thor FinanceCo LLC (dba Harmoni Towers)		1,889		1,889
Towerco IV Holdings, LLC		1,229		2,083
Total 1st Lien/Last-Out Unitranche	$	20,267	$	18,324
Total	$	514,659	$	307,522

(1)

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

   September 30, 2017 December 31, 2016
      Commitment
Expiration
Date⁽¹⁾    Unfunded
Commitment⁽²⁾    Fair
Value⁽³⁾ Commitment
Expiration
Date⁽¹⁾    Unfunded
Commitment⁽²⁾
Fair
Value⁽³⁾

1st Lien/Senior Secured Debt
Continuum Managed Services LLC    06/08/2019    $ 1,800    $ (49 ) –    $ –    $ –
Legacy Buyer Corp.    10/24/2019    2,500    (50 ) 10/24/2019    800    (28 )
Elemica, Inc.    07/07/2021    6,000    (105 ) 07/07/2021    6,000    (135 )
Netvoyage Corporation    03/24/2022    654    (11 ) –    –    –
Continuum Managed Services LLC    06/08/2022    2,220    (61 ) –    –    –
Xactly Corporation    07/29/2022    1,697    (34 ) –    –    –
Total 1st Lien/Senior Secured Debt       14,871    (310 )    6,800    (163 )
Total       $ 14,871    $ (310 )    $ 6,800    $ (163 )

⁽¹⁾

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾

~~Net of capitalized fees, expenses and OID.~~

⁽³⁾

A negative fair value was reflected as investments, at fair value in the Consolidated Statements of Assets and Liabilities. The negative fair value is the result of the capitalized discount on the loan.

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Contingencies

~~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.

9. NET ASSETS

8.	~~NET ASSETS~~

Equity Issuances

At-the-market (“ATM”) Offering

The Company may from time to time issue and sell shares of its common stock through public or ATM offerings.

On May ~~24, 2017,~~26, 2022, the Company entered into (i) an equity distribution agreement by and among the Company, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among the Company, GSAM and SMBC Nikko Securities America, Inc. (“SMBC”). The equity distribution agreements with Truist and SMBC described in the preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and effective August 1, 2023, the Company terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.

The 2022 Equity Distribution Agreements provided that the Company could, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000, through Truist and SMBC, or to them as principal for their own respective accounts. Sales of the shares, if any, would have been made in negotiated transactions or transactions that were deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may have included block trades, as the Company and Truist or SMBC agreed. Truist and SMBC were each entitled to receive a commission from the Company of up to 1.00% of the gross sales price of any shares sold through or to Truist or SMBC under the 2022 Equity Distribution Agreements.

On November 15, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among the Company, GSAM and Truist.

The 2023 Equity Distribution Agreement provides that the Company may, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000, through Truist, or to Truist as principal for its own account. Sales of the shares, if any, may be made in negotiated transactions or transactions that were deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may include block trades, as the Company and Truist may agree. Truist will receive a commission from the Company of up to 1.00% of the gross sales price of any shares sold through or to Truist under the 2023 Equity Distribution Agreement.

In connection with the issuance of its common stock, the Company issued and sold the following shares of common stock through ATM offerings:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Gross Proceeds	$	36,935		$	—
Underwriting/Offering Expenses		(900	)		—
Net Proceeds	$	36,035		$	—
Number of Shares Issued		2,420,635			—
Average Sales Price per Share	$	15.26		$	—

Follow-on Offering

On March 9, 2023, the Company completed a follow-on offering (the "March Offering") under its shelf registration statement, issuing ~~3,250,000~~6,500,000 shares of its common stock at a ~~public offering~~ price to the underwriters of ~~$22.50~~$15.09 per share. Net of offering and underwriting costs, the Company received cash proceeds of ~~$69,648.~~$97,578.

~~On May 26, 2017, the~~

Table of Contents

Distributions

The Company sold an additional 487,500 shares of its common stock pursuant to the underwriters’ exercise of the option to purchase additional shares the Company granted in connection with the aforementioned offering. Net of underwriting costs, the Company received additional cash proceeds of $10,640.

~~There were no sales of our common stock during the nine months ended September 30, 2016.~~

~~Distributions~~

~~The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2017:~~


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Amount Per Share~~
~~February 22, 2017~~	~~March 31, 2017~~	~~April 17, 2017~~	~~$0.45~~
~~May 1, 2017~~	~~June 30, 2017~~	~~July 17, 2017~~	~~$0.45~~
~~August 1, 2017~~	~~September 29, 2017~~	~~October 16, 2017~~	~~$0.45~~

~~The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2016:~~


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Amount Per Share~~
~~February 25, 2016~~	~~March 31, 2016~~	~~April 15, 2016~~	~~$0.45~~
~~May 3, 2016~~	~~June 30, 2016~~	~~July 15, 2016~~	~~$0.45~~
~~August 2, 2016~~	~~September 30, 2016~~	~~October 17, 2016~~	~~$0.45~~

~~Dividend Reinvestment Plan~~

~~Concurrent with the IPO, the Company~~has adopted a ~~dividend reinvestment plan~~DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the ~~plan.~~DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the ~~dividend reinvestment plan~~DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution.

The shares distributed by the Transfer Agent in the Company’s DRIP are either through (i) newly issued shares or (ii) acquired by the Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, the Transfer Agent will invest the dividend amount in shares acquired by purchasing shares on the open market. The following table summarizes the distributions declared on shares of the Company’s common stock and shares distributed pursuant to the ~~dividend reinvestment plan during the nine months ended September 30, 2017~~DRIP to stockholders who had not opted out of the ~~dividend reinvestment plan:~~DRIP:

Date Declared

Record Date

Payment Date

Amount Per Share

For the Three Months Ended March 31, 2024

February 21, 2024

March 28, 2024

April 26, 2024

0.45

119,858

For the Three Months Ended March 31, 2023

February 22, 2023

March 31, 2023

April 27, 2023

0.45

101,249


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Shares~~
~~November 1, 2016~~	~~December 31, 2016~~	~~January 17, 2017~~	~~11,124~~
~~February 22, 2017~~	~~March 31, 2017~~	~~April 17, 2017~~	~~11,202~~
~~May 1, 2017~~	~~June 30, 2017~~	~~July 17, 2017~~	~~18,417~~

~~The following table summarizes~~* In accordance with the Company’s DRIP, shares ~~distributed pursuant to~~were purchased in the ~~dividend reinvestment plan during the nine months ended September 30, 2016 to stockholders who had not opted out of the dividend reinvestment plan:~~open market.

10.

EARNINGS (LOSS) PER SHARE


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Shares~~
~~November 3, 2015~~	~~December 31, 2015~~	~~January 28, 2016~~	~~8,206~~
~~February 25, 2016~~	~~March 31, 2016~~	~~April 15, 2016~~	~~5,555~~
~~May 3, 2016~~	~~June 30, 2016~~	~~July 15, 2016~~	~~8,937~~

9.	~~EARNINGS PER SHARE~~

The following information sets forth the computation of basic and diluted earnings per ~~share for the three and nine months ended September 30, 2017 and 2016:~~share:

   Three Months Ended
September 30,    Nine Months Ended
September 30,
      2017    2016    2017    2016
Numerator for basic and diluted earnings per share - increase in net assets resulting from operations
   $ 18,112    $ 22,663    $ 37,262    $ 35,064
Denominator for basic and diluted earnings per share - weighted average shares outstanding    40,106,702    36,320,014    38,130,304    36,312,852
Basic and diluted earnings per share    $ 0.45    $ 0.62    $ 0.98    $ 0.97


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net increase (decrease) in net assets from operations	$	42,452	$	28,063
Weighted average shares outstanding		110,076,876		104,591,739
Basic and diluted earnings (loss) per share	$	0.39	$	0.27

~~For the purpose~~

Table of calculating diluted earnings per common share, the average closing price of the Company’s common stock for the three and nine months ended September 30, 2017 was less than the conversion price for the Convertible Notes outstanding as of September 30, 2017. Therefore, for the three and nine months ended September 30, 2017, diluted earnings per share equals basic earnings per share because the underlying shares for the intrinsic value of the embedded options in the Convertible Notes were not dilutive. For the three and nine months ended September 30, 2016, diluted earnings per share equals basic earnings per share because there were no common stock equivalents outstanding.Contents

11. FINANCIAL HIGHLIGHTS

~~10.~~

~~FINANCIAL HIGHLIGHTS~~

~~Below is~~The below table presents the schedule of financial highlights of the ~~Company~~Company:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Per Share Data:(1)
NAV, beginning of period	$	14.62		$	14.61
Net investment income		0.55			0.46
Net realized and unrealized gains (losses)(2)		(0.18	)		(0.21	)
Income tax provision, realized and unrealized gains(3)		—			—
Net increase in net assets from operations		0.37			0.25
Issuance of common stock, net of underwriting and offering costs		0.01			0.03
Distributions declared		(0.45	)		(0.45	)
Total increase (decrease) in net assets		(0.07	)		(0.17	)
NAV, end of period	$	14.55		$	14.44
Market price, end of period	$	14.98		$	13.65
Shares outstanding, end of period		112,103,346			109,463,144
Weighted average shares outstanding		110,076,876			104,591,739
Total return based on NAV(4)		2.53	%		1.98	%
Total return based on market value(5)		5.34	%		2.66	%
Supplemental Data/Ratio: (6)
Net assets, end of period	$	1,631,606		$	1,580,445
Ratio of net expenses to average net assets		12.70	%		15.88	%
Ratio of net expenses before voluntary waivers to average net assets		12.70	%		16.41	%
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets		3.05	%		3.17	%
Ratio of interest and other debt expenses to average net assets		6.92	%		7.28	%
Ratio of net incentive fees to average net assets		2.73	%		5.43	%
Ratio of total expenses to average net assets		12.70	%		16.41	%
Ratio of net investment income to average net assets		15.25	%		12.82	%
Portfolio turnover		5	%		1	%

(1)

The per share data was derived by using the weighted average shares outstanding during the applicable period, except for distributions declared and issuance of common stock in connection with the Merger, which reflects the actual amount per share for the ~~nine months ended September 30, 2017~~applicable period.

(2)

The amount shown may not correspond for the period as it includes the effect of the timing of the distribution and ~~2016:~~the issuance of common stock.

(3)

Amount rounds to less than $0.01.

(4)

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

(5)

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

(6)

Ratios are annualized.

12. SUBSEQUENT EVENTS

   For the Nine Months
Ended
September 30, 2017 For the Nine Months
Ended
September 30, 2016
Per Share Data:⁽¹⁾
NAV, beginning of period    $ 18.31 $ 18.97
Net investment income (loss)    $ 1.60 $ 1.60
Net realized and unrealized gains (losses)    $ (0.65 ) $ (0.64 )


Net increase (decrease) in net assets resulting from operations    0.95 0.96


Issuance of common stock, net of underwriting and offering costs    0.32 –
Distributions declared from net investment income⁽²⁾    (1.35 ) (1.35 )


Total increase (decrease) in net assets    (0.08 ) (0.39 )


NAV, end of period    $ 18.23 $ 18.58


Market price, end of period    $ 22.82 $ 21.77
Shares outstanding, end of period    40,109,905 36,321,374
Weighted average shares outstanding    38,130,304 36,312,852
Total return based on NAV⁽³⁾    5.74% 4.89%
Total return based on market value⁽⁴⁾    3.04% 22.70%
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period    $ 731,159 $ 674,970
Ratio of net expenses to average net assets⁽⁵⁾    7.98% 7.17%
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets⁽⁵⁾
   3.40% 3.44%
Ratio of interest and other debt expenses to average net assets⁽⁶⁾    2.74% 1.96%
Ratio of incentive fees to average net assets⁽⁶⁾    1.84% 1.77%
Ratio of total expenses to average net assets⁽⁵⁾    7.98% 7.17%
Ratio of net investment income to average net assets⁽⁵⁾⁽⁷⁾    11.69% 11.45%
Average debt outstanding    $ 464,395 $ 460,469
Average debt per share⁽⁸⁾    $ 12.18 $ 12.68
Portfolio turnover    41% 13%

⁽¹⁾

~~The per share data was derived by using the weighted average shares outstanding during the applicable period.~~

⁽²⁾

~~The per share data for distributions declared reflects the actual amount of distributions declared per share for the applicable period.~~

⁽³⁾

Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan.

⁽⁴⁾

Total return based on market value is calculated as the change in market value per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan.

⁽⁵⁾

~~Annualized except for certain operating expenses.~~

⁽⁶⁾

~~Annualized.~~

⁽⁷⁾

~~Annualized except for certain components of other income.~~

⁽⁸⁾

~~Average debt per share is calculated as average debt outstanding divided by the weighted average shares outstanding during the applicable period.~~

~~11.~~

~~SUBSEQUENT EVENTS~~

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

On ~~October 31, 2017,~~May 1, 2024, the Board of Directors declared a quarterly distribution of ~~$0.45~~$0.45 per share payable on ~~January 16, 2018~~July 26, 2024 to holders of record as of ~~December 29, 2017.~~June 28, 2024.

~~On November 1, 2017, the Company and Cal Regents, as members~~

Table of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from November 1, 2017 to January 2, 2018.Contents

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

~~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 BDC, Inc. or Goldman Sachs BDC, Inc., 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 ~~“Group~~“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 GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section ~~refers~~refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company 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 ~~and expect to qualify annually~~ as a regulated investment company (“RIC”), and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through ~~September 30, 2017,~~March 31, 2024, we originated ~~more than $2.43~~approximately $7.69 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-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that ~~may~~ extend deeper in a ~~company’s~~borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in ~~the unitranche~~such loan. In a number of instances, we may find another lender to provide the ~~“first out”~~“first-out” portion of ~~such~~a unitranche loan ~~and~~while we retain the “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 ~~over~~as compared to the “last-out” portion that we would continue to hold. In exchange for ~~the~~taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” ~~portion.~~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.

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 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.

We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” to refer to companies with between $5 million and $200 million of annual earnings before interest ~~taxes,~~expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time, and non-recurring items that are outside the operations of ~~between $5 million and $75 million annually.~~these companies. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser ~~(including Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”) and Goldman Sachs Middle Market Lending Corp. (“GS MMLC”), collectively,~~(collectively with us, the “Accounts”). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion. In addition, part of our strategy involves a joint venture with the Regents of the University of California (“Cal Regents”, and collectively with us, the “Members”) through the Senior Credit Fund, LLC (the “Senior Credit Fund”). The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies.

For a discussion of the competitive landscape we face, please see ~~“Risk Factors –~~ “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and ~~“Business –~~ “Item 1. Business—Competitive ~~Advantages”~~Advantages.” in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2023.

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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”), “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.

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 Accounts, which other Accounts could receive their allocable portion of such fee. We do not expect to receive material ~~fees~~fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Expenses

Our primary operating expenses include the payment of the ~~Management Fee~~management fee (the “Management Fee”) and the ~~Incentive Fee~~incentive fee (the “Incentive Fee”) to ~~the~~our 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. We bear all other ~~costs and~~ expenses of our operations and transactions in accordance with ~~our~~the investment management agreement ~~(as amended and restated as of January 1, 2015, the~~(the “Investment Management Agreement”) and administration agreement ~~(“Administration~~(the “Administration Agreement”), ~~including those relating to:~~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 payable on debt, if any, incurred to finance our investments;

•

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

•

brokers’ commissions;

•

the expenses of and fees for registering or qualifying our shares for sale and of maintaining our registration and registering us as a broker or a ~~dealer~~

dealer;

•

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

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

the fees and expenses of our administrator, transfer agent or sub-transfer agent;

•

the cost of preparing stock certificates, ~~or any other expenses,~~ including clerical expenses of issue, redemption or repurchase of our shares;

•

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 stockholders, the SEC and other regulatory authorities;

•

costs of holding stockholder meetings;

•

listing fees;

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•

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

•

insurance premiums; and

•

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.

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. Costs relating to future offerings of securities would be incremental.

Leverage

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with ~~SunTrust~~Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 3.75% Notes due 2025 (the “2025 Notes”), our 2.875% Notes due 2026 (the “2026 Notes”) and our ~~4.50% Convertible~~6.375% Notes due ~~2022~~2027 (the ~~“Convertible~~“2027 Notes”) 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 stockholders. The use of leverage involves significant risks. ~~As a BDC, with certain limited exceptions, we~~We are ~~only~~ permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, ~~equals~~is at least ~~2 to 1~~150% after such ~~borrowing.~~ borrowing (if certain requirements are met).

Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. 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 2 to 1, 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 segregate or earmark liquid assets or enter into offsetting positions for such transactions.~~requirement. The amount of leverage that we employ will depend on the assessment by our Investment ~~Adviser’s~~Adviser and our ~~Board~~board of ~~Directors’ assessment~~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

~~As of September 30, 2017 and December 31, 2016, our~~Our portfolio (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group, Inc. of $0.00 million and $0.00 million, respectively)~~funds, if any) consisted of the following:


	As of														As of
	September 30, 2017							December 31, 2016							March 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
	*(in millions)*							*(in millions)*							(in millions)				(in millions)
First Lien/Senior Secured Debt	$	359.27	$	355.73		30.2	%	$	436.90	$	421.03		36.1	%	$	3,261.82	$	3,162.66	$	3,209.94	$	3,107.47
First Lien/Last-Out Unitranche		303.87		274.41		23.3			329.45		310.25		26.6			161.07		158.51		148.07		144.74
Second Lien/Senior Secured Debt		418.34		419.36		35.6			352.70		336.18		28.8			50.66		33.64		84.62		66.56
Unsecured Debt		3.30		3.30		0.3			3.12		3.12		0.3			29.18		20.55		27.93		27.31
Preferred Stock		11.75		12.42		1.0			11.12		11.83		1.0			44.32		38.00		44.20		37.30
Common Stock		26.13		18.36		1.5			11.63		6.49		0.5			53.75		26.50		57.18		30.70
Investment Funds & Vehicles		94.34		95.11		8.1			77.59		78.39		6.7

Warrants																1.85		0.25		1.85		0.25
Total Investments	$	1,217.00	$	1,178.69		100.0	%	$	1,222.51	$	1,167.29		100.0	%	$	3,602.65	$	3,440.11	$	3,573.79	$	3,414.33

~~As of September 30, 2017 and December 31, 2016, the~~The weighted average yield by asset type onof our total portfolio (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group Inc.)~~funds, if any), at amortized cost and fair value, was as follows:


	As of								As of
	September 30, 2017				December 31, 2016				March 31, 2024						December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield⁽¹⁾
First Lien/Senior Secured Debt⁽²⁾		10.8%		11.5%		10.0%		10.6%		12.2	%		13.7	%		12.1	%		13.5	%
First Lien/Last-Out Unitranche⁽²⁾⁽⁵⁾		9.9%		12.2%		11.3%		14.2%
First Lien/Last-Out Unitranche(2) (3)										13.1			14.0			13.1			14.4
Second Lien/Senior Secured Debt⁽²⁾		10.4%		10.4%		10.5%		11.0%		10.4			16.1			9.2			11.4
Unsecured Debt⁽²⁾		12.0%		12.0%		12.0%		12.0%		19.9			30.4			15.4			15.7
Preferred Stock⁽³⁾		–%		–%		0.5%		0.5%
Common Stock⁽³⁾		–%		–%		–%		–%
Investment Funds & Vehicles⁽⁴⁾		12.7%		12.6%		14.5%		14.5%
Preferred Stock(4)										—			—			—			—
Common Stock(4)										—			—			—			—
Warrants(4)										—			—			—			—
Total Portfolio		10.3%		11.1%		10.6%		11.8%		11.9	%		13.6	%		11.8	%		13.2	%

⁽¹⁾

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

⁽²⁾

Computed based on the (a) annual stated interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value, respectively. For investments that are subject to a LIBOR floor, the yield calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

⁽³⁾

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

⁽⁴⁾

Computed based on the net investment income earned from the Senior Credit Fund for the respective trailing twelve months ended on the measurement date, which may include dividend income and loan origination and structuring fees, divided by our average member’s equity at cost and fair value, adjusted for equity contributions.

⁽⁵⁾

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

(1)

The weighted average yield at amortized cost of our portfolio excludes the Purchase Discount (as defined below) and amortization related to our merger with Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) (the “Merger”) and does not represent the total return to our stockholders.

(2)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

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(3)

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

(4)

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

As of ~~September 30, 2017~~March 31, 2024, the total portfolio weighted average yield measured at amortized cost and fair value was ~~10.3%~~11.9% and ~~11.1%~~13.6%, ~~respectively, which was down from 10.6%~~as compared to 11.8% and ~~11.8%, respectively, at~~13.2% as of December 31, ~~2016. The decrease~~2023. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at cost and fair value was primarily ~~due~~driven by the restoration of MPI Engineered Technologies, LLC to ~~placing our First Lien/Last-Out Unitranche investment~~accrual status. Within Unsecured Debt, the increase in ~~Bolttech Mannings, Inc. on non-accrual status~~weighted average yield at cost and ~~a decrease in~~fair value was primarily driven by the ~~yield within Investment Funds & Vehicles, which resulted from lower loan origination~~exit fees and ~~structuring fees earned from~~ the ~~Senior Credit Fund.~~underperformance of Wine.com.

The following table presents certain selected information regarding our investment portfolio (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate~~funds, if any):


		As of
		March 31, 2024			December 31, 2023
Number of portfolio companies			149				144
Percentage of performing debt bearing a floating rate(1)			99.4	%			99.9	%
Percentage of performing debt bearing a fixed rate(1)(2)			0.6	%			0.1	%
Weighted average yield on debt and income producing investments, at amortized cost(3)			12.7	%			12.6	%
Weighted average yield on debt and income producing investments, at fair value(3)			14.1	%			13.8	%
Weighted average leverage (net debt/EBITDA)(4)		6.1x				6.1x
Weighted average interest coverage(4)		1.5x				1.5x
Median EBITDA(4)	$	57.60 million			$	53.98 million

(1)

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

(2)

Includes income producing preferred stock investments.

(3)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of ~~Group Inc.)~~fees and discounts on the performing debt and other income producing investments as of ~~September 30, 2017~~the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual). Excludes the Purchase Discount and amortization related to the Merger.

(4)

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments and 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 March 31, 2024 and December 31, ~~2016:~~2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 39.9% and 42.9% of total debt investments.

   As of
   September 30, 2017    December 31, 2016
Number of portfolio companies⁽¹⁾    51    40
Percentage of performing debt bearing a floating rate⁽²⁾    96.0%    92.8%
Percentage of performing debt bearing a fixed rate⁽²⁾⁽³⁾    4.0%    7.2%
Weighted average yield on debt and income producing investments, at amortized cost⁽⁴⁾    11.0%    11.2%
Weighted average yield on debt and income producing investments, at fair value⁽⁴⁾    11.5%    12.2%
Weighted average leverage (net debt/EBITDA)⁽⁵⁾    5.3x    4.8x
Weighted average interest coverage⁽⁵⁾    2.5x    2.7x
Median EBITDA⁽⁵⁾⁽⁶⁾    $ 39.50 million    $ 25.02 million

⁽¹⁾

~~Includes the Senior Credit Fund as a single portfolio company. For details on the portfolio companies held within the Senior Credit Fund, refer to Senior Credit Fund, LLC – Selected Financial Data.~~

⁽²⁾

~~Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.~~

⁽³⁾

~~Includes income producing preferred stock investments.~~

⁽⁴⁾

⁽⁵⁾

For a particular portfolio company, EBITDA typically represents net income before net interest expense, income tax expense, depreciation and amortization. The net debt to EBITDA represents the ratio of a portfolio company’s total debt (net of cash) and excluding debt subordinated to our investment in a portfolio company, to a portfolio company’s EBITDA. The interest coverage ratio represents the ratio of a portfolio company’s EBITDA as a multiple of a portfolio company’s interest expense. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, including our exposure to underlying debt investments in the Senior Credit Fund and 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. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, including our exposure to underlying debt investments in the SCF and 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, including our exposure to underlying debt investments in the SCF and 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. As of September 30, 2017 and December 31, 2016, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 7.2% and 1.3%, respectively, of total debt investments, including our investment in the SCF, at fair value. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

⁽⁶⁾

In 2017 we have invested in fourteen new portfolio companies for which EBITDA is the appropriate measure of credit risk. These companies had a median EBITDA of $61.45 million which has driven the portfolio’s median EBITDA higher in 2017.

~~Floating rates are primarily London Interbank Offered Rate (“LIBOR”) plus a spread.~~

Our Investment Adviser ~~monitors our portfolio companies on an ongoing basis. It~~ monitors the financial trends of each portfolio company on an ongoing basis to determine if ~~they are~~it is meeting ~~their~~its respective business ~~plans~~plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may ~~include the following:~~

include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

(ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

(iii) comparisons to our other portfolio companies in the industry, if any;

(iv) attendance at and participation in ~~board~~Board meetings or presentations by portfolio companies; and

(v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4.4 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 (e.g., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

•

Grade 1investments ~~with a grade of 1~~ 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;

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•

Grade 2investments ~~graded 2~~ 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 3investments ~~graded 3~~ 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

~~an investment grade of~~•

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

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio ~~(excluding our investment in a money market fund managed by an affiliate of Group Inc.)~~ on the 1 to 4 grading ~~scale as of September 30, 2017 and December 31, 2016:~~scale:


	As of										As of
	September 30, 2017					December 31, 2016					March 31, 2024					December 31, 2023
Investment Performance Rating	Fair Value		Percentage of Total Portfolio at Fair Value			Fair Value		Percentage of Total Portfolio at Fair Value			Fair Value		Percentage of Total			Fair Value		Percentage of Total
	*(in* *millions)*					*(in* *millions)*					(in millions)					(in millions)
Grade 1	$	20.02		1.7	%	$	164.98		14.1	%	$	27.68		0.8	%	$	46.81		1.4	%
Grade 2		1,051.08		89.2			817.88		70.1			3,041.27		88.4			3,014.62		88.2
Grade 3		90.24		7.6			167.60		14.4			312.50		9.1			272.01		8.0
Grade 4		17.35		1.5			16.83		1.4			58.66		1.7			80.89		2.4

Total Investments	$	1,178.69		100.0	%	$	1,167.29		100.0	%	$	3,440.11		100.0	%	$	3,414.33		100.0	%

The decrease in investments with a grade 3 investment performance rating at September 30, 2017 compared to December 31, 2016 was due to the upgrade of two investments with an aggregate fair value of $51.95 million, due to improved financial performance, and one investment with a fair value of $17.35 million being downgraded to grade 4, due to declining financial performance and also being placed on non-accrual status, partially offset by one investment with a fair value of $10.33 million being downgraded to grade 3, due to declining financial performance. The increase in investments with a grade 2 investment performance rating at September 30, 2017 compared to December 31, 2016 was primarily driven by net investment activity and the aforementioned investment upgrades. The decrease in investments with a grade 1 investment performance rating ~~at September 30, 2017 compared to December 31, 2016~~ was ~~primarily~~ driven by the ~~full~~ exit of ~~four~~ investments with an aggregate fair value of ~~$164.98~~$46.81 million, and was partially offset by ~~the upgrade~~investments with an aggregate fair value of $27.68 million being upgraded from grade 2 investment performance ratings to grade 1 investments performance ratings due to potential exits. The increase in investments with a grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of ~~one~~$71.29 million being downgraded from grade 2 investment performance ratingsdue to financial underperformance and by an investment with a fair value of ~~$20.02~~$16.95 million being upgraded from a grade 4 investment performance rating due to ~~a potential exit.~~

financial improvements, and was partially offset by the exit of investments with an aggregate fair value of $36.49 million.

The following table shows the amortized cost of our performing and non-accrual investments ~~as of September 30, 2017 and December 31, 2016:~~(excluding investments in money market funds, if any):


	As of										As of
	September 30, 2017					December 31, 2016					March 31, 2024					December 31, 2023
	Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	*(in* *millions)*					*(in* *millions)*					(in millions)					(in millions)
Performing	$	1,176.13		96.6	%	$	1,176.24		96.2	%	$	3,484.03		96.7	%	$	3,437.55		96.2	%
Non-accrual		40.87		3.4			46.27		3.8			118.62		3.3			136.24		3.8

Total Investments	$	1,217.00		100.0	%	$	1,222.51		100.0	%	$	3,602.65		100.0	%	$	3,573.79		100.0	%

~~Loans or debt securities~~

Investments are placed on non-accrual status when it is probable that principal, interest or ~~interest~~dividends will not be collected according to the contractual terms. Accrued interest or dividends generally isare reversed when ~~a loan or debt security~~an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual ~~loans or debt securities~~investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual ~~loans and debt securities~~investments are restored to accrual status when past due principal and interest isor 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.

Table of Contents

The following table shows our investment activity ~~for the three months ended September 30, 2017 and 2016~~ by investment ~~type:~~type(1):

   For the Three Months Ended
   September 30,
2017    September 30,
2016
   (in millions)
New investment commitments at cost:
Gross originations    $ 254.42    $ 138.33
Less: Syndications⁽¹⁾    –    –




Net amount of new investments committed at cost:    $ 254.42    $ 138.33
Amount of investments committed at cost⁽²⁾:
First Lien/Senior Secured Debt    $ 43.02    $ 77.99
First Lien/Last-Out Unitranche    11.60    5.72
Second Lien/Senior Secured Debt    199.20    40.44
Unsecured Debt    –    –
Preferred Stock    0.60    8.04
Common Stock    –    –
Investment Funds & Vehicles    –    6.14




Total
   $ 254.42    $ 138.33




Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt    $ 46.53    $ 34.76
First Lien/Last-Out Unitranche    45.49    30.41
Second Lien/Senior Secured Debt    98.41    43.41
Unsecured Debt    –    –
Preferred Stock    –    –
Common Stock    –    –
Investment Funds & Vehicles    –    –




Total
   $ 190.43    $ 108.58




Net increase (decrease) in portfolio
   $ 63.99    $ 29.75




Number of new investment commitments in new portfolio companies⁽³⁾    8    1
Total new investment commitment amount in new portfolio companies⁽³⁾    $ 128.22    $ 77.99
Average new investment commitment amount in new portfolio companies⁽³⁾    $ 16.03    $ 77.99
Number of new investment commitments in existing portfolio companies⁽³⁾    3    4
Total new investment commitment amount in existing portfolio companies⁽³⁾    $ 126.21    $ 60.33
Weighted average remaining term for new investment commitments (in years)⁽³⁾⁽⁴⁾    6.3    4.8
Percentage of new debt investment commitments at floating interest rates⁽³⁾    100.0%    100.0%
Percentage of new debt investment commitments at fixed interest rates⁽³⁾⁽⁵⁾    –%    –%
Weighted average yield on new debt and income producing investment commitments^{(2) (3) (6)}    10.1%    9.8%
Weighted average yield on new investment commitments^{(2) (3) (7)}    10.0%    8.9%
Weighted average yield on debt and income producing investments sold or paid down⁽⁸⁾    10.7%    10.2%
Weighted average yield on investments sold or paid down⁽⁹⁾    10.7%    10.2%


	For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	345.37		$	2.10
First Lien/Last-Out Unitranche		14.85			—
Total	$	360.22		$	2.10
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	71.42		$	12.52
First Lien/Last-Out Unitranche		0.10			0.11
Second Lien/Senior Secured Debt		40.13			—
Preferred Stock		—			—
Common Stock		4.09			—
Total	$	115.74		$	12.63
Net increase (decrease) in portfolio	$	244.48		$	(10.53	)
Number of new portfolio companies with new investment commitments		7			1
Total new investment commitment amount in new portfolio companies	$	203.71		$	1.05
Average new investment commitment amount in new portfolio companies	$	29.10		$	1.05
Number of existing portfolio companies with new investment commitments		13			1
Total new investment commitment amount in existing portfolio companies	$	156.51		$	1.05
Weighted average remaining term for new investment commitments (in years)(2)		5.8			5.2
Percentage of new debt investment commitments at cost for floating interest rates		100.0	%		100.0	%
Percentage of new debt investment commitments at cost for fixed interest rates(3)	—%			—%
Weighted average yield on new debt and income producing investment commitments(4)		11.5	%		11.1	%
Weighted average yield on new investment commitments(5)		11.5	%		11.1	%
Weighted average yield on debt and income producing investments sold or repaid(6)		12.6	%		11.0	%
Weighted average yield on investments sold or repaid(7)		12.2	%		11.0	%

(1)

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

(2)

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

(3)

May include preferred stock investments.

(4)

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

(5)

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

(6)

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

(7)

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

⁽¹⁾

~~Only includes syndications that occurred at the initial close of the investment.~~

⁽²⁾

~~Net of capitalized fees, expenses and original issue discount (“OID”).~~

⁽³⁾

~~May include positions originated during the period but not held at the reporting date.~~

⁽⁴⁾

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

⁽⁵⁾

~~May include preferred stock investments.~~

⁽⁶⁾

Computed based on the (a) annual stated interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

⁽⁷⁾

Computed based on the (a) annual stated interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

⁽⁸⁾

Computed based on the (a) annual stated interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

⁽⁹⁾

Computed based on the (a) annual stated interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

Table of Contents

RESULTS OF OPERATIONS

Our operating results ~~for the three and nine months ended September 30, 2017 and 2016~~ were as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Total investment income	$	111.54		$	107.40
Net expenses		49.60			58.64
Net investment income before taxes		61.94			48.76
Income tax expense, including excise tax		1.08			0.77
Net investment income after taxes		60.86			47.99
Net realized gain (loss) on investments		(16.99	)		(36.26	)
Net unrealized appreciation (depreciation) on investments		(3.07	)		18.21
Net realized and unrealized gain (losses) on forward contracts, translations and other transactions		1.68			(1.49	)
Net realized and unrealized gains (losses)		(18.38	)		(19.54	)
Income tax (provision) benefit for realized and unrealized gains		(0.03	)		(0.39	)
Net increase in net assets from operations	$	42.45		$	28.06

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
   ($ in millions)
Total investment income    $ 34.41 $ 33.95 $ 102.62 $ 94.61
Net expenses    (15.08 ) (14.98 ) (40.51 ) (35.80 )


Net investment income (loss) before taxes
   19.33 18.97 62.11 58.81
Excise tax expense    (0.38 ) (0.29 ) (1.12 ) (0.73 )


Net investment income (loss) after taxes
   18.95 18.68 60.99 58.08
Net realized gain (loss) on investments    (2.36 ) (21.99 ) (40.63 ) (21.99 )
Net unrealized appreciation (depreciation) on investments    1.52 25.97 16.90 (1.03 )


Net increase in net assets resulting from operations
   $ 18.11 $ 22.66 $ 37.26 $ 35.06

Net increase in net assets ~~resulting~~ 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 onin the investment portfolio.

On October 12, 2020, we completed our Merger with GS MMLC. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, we marked the investments to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The Purchase Discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.

As a ~~result, comparisons~~supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned Purchase Discount and the ongoing amortization thereof, as determined in accordance with GAAP. The non-GAAP financial measures include (i) Adjusted net investment income after taxes; and (ii) Adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the Purchase Discount is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measures may not be ~~meaningful.~~comparable to similar non-GAAP financial measures used by other companies.


	For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Net investment income after taxes	$	60.86		$	47.99
Less: Purchase Discount amortization		1.32			0.92
Adjusted net investment income after taxes	$	59.54		$	47.07

Net realized and unrealized gains (losses)	$	(18.38	)	$	(19.54	)
Less: Net change in unrealized appreciation (depreciation) due to the Purchase Discount		(1.43	)		(1.42	)
Less: Realized gain (loss) due to the Purchase Discount		0.11			0.50
Adjusted net realized and unrealized gains (losses)	$	(17.06	)	$	(18.62	)

Table of Contents

Investment Income

Our investment income was as follows:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016		March 31, 2024		March 31, 2023
	*($ in millions)*								($ in millions)
Interest	$	28.56	$	29.60	$	86.86	$	85.22	$	97.57	$	98.64
Payment-in-kind income										12.70		7.76
Other income										0.86		0.89
Dividend income		2.35		2.47		7.27		6.57		0.41		0.11
Payment-in-kind		1.89		0.05		5.29		0.05
Other income		1.61		1.83		3.20		2.78

Total investment income	$	34.41	$	33.95	$	102.62	$	94.62

Total Investment Income									$	111.54	$	107.40

In the table above:

•

Interest

~~Interest~~ income from investments decreased from $98.64 million for the three months ended March 31, 2023 to $97.57 million for the three months ended March 31, 2024, primarily driven by the increase in the number of investments moving from cash only payments of interest to both cash and PIK payments of interest, which includes ~~prepayment premiums and~~the impact of restructuring of certain investments. Additionally, the decrease in interest income was also due to a decrease in the size of our portfolio. The amortized cost of our portfolio decreased from $3,681.51 million as of March 31, 2023 to $3,602.65 million as of March 31, 2024. Included in interest income is accelerated accretion of upfront loan origination fees and unamortized discounts ~~decreased from $29.60~~of $0.22 million for the three months ended ~~September 30, 2016 to $28.56~~March 31, 2023 and $2.14 million for the three months ended September 30, 2017. Included in interest for the three months ended September 30, 2017 and 2016 is $0.73 million and $0.43 million, respectively, in prepayment premiums and $0.70 million and $0.55 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $85.22 million for the nine months ended September 30, 2016 to $86.86 million for the nine months ended September 30, 2017. Included in interest for the nine months ended September 30, 2017 and 2016 is $2.54 million and $0.70 million, respectively, in prepayment premiums and $4.36 million and $1.11 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

~~Dividend income~~

~~Dividend income for the three months ended September 30, 2017 remained relatively consistent as compared to the three months ended September 30, 2016.~~

Dividend income increased from $6.57 million for the nine months ended September 30, 2016 to $7.27 million for the nine months ended September 30, 2017 primarily as a result of increased distributions of $2.60 million from the Senior Credit Fund during the nine months ended September 30, 2017, partially offset by a position that was prepaid in the fourth fiscal quarter of 2016. See “Senior Credit Fund, LLC” below for further detail.

~~Payment-in-kind~~

~~Payment-in-kind~~March 31, 2024.

•

PIK income from investments increased from ~~$0.05~~$7.76 million for the three months ended ~~September 30, 2016~~March 31, 2023 to ~~$1.89~~$12.70 million for the three months ended ~~September 30, 2017 primarily as a result of an~~March 31, 2024. The increase was due to the increase in the number of investments earning PIK income, ~~during~~which includes the ~~three months ended September 30, 2017.~~impact of restructuring of certain investments.

~~PIK income from investments increased from $0.05 million for~~Expenses

Our expenses were as follows:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
	($ in millions)
Interest and other debt expenses	$	27.61	$	27.26
Incentive fees		10.88		22.30
Management fees		8.73		8.92
Professional fees		1.11		0.88
Directors’ fees		0.21		0.21
Other general and administrative expenses		1.06		1.06
Total Expenses	$	49.60	$	60.63
Fee waivers		—		(1.99	)
Net Expenses	$	49.60	$	58.64

In the nine months ended September 30, 2016 to $5.29 million for the nine months ended September 30, 2017, primarily as a result of an increase in the number of investments earning PIK income during the nine months ended September 30, 2017.table above:

~~Other income~~

~~Other income~~

•

Incentive fees decreased from ~~$1.83~~$22.30 million for the three months ended ~~September 30, 2016~~March 31, 2023 to ~~$1.61~~$10.88 million for the three months ended ~~September 30, 2017 primarily as a result~~March 31, 2024. The decrease is driven by the performance of the ~~decrease in loan origination fee income earned from the Senior Credit Fund.~~

~~Other income increased from $2.78 million~~investment portfolio for the ~~nine months~~twelve quarters ended ~~September 30, 2016~~March 31, 2024 as compared to ~~$3.20 million for~~ the ~~nine months~~twelve quarters ended ~~September 30, 2017 primarily as a result of higher non-recurring amendment~~March 31, 2023. For additional information, see Note 3 “Significant Agreements and ~~syndication fees, partially offset by a decrease~~Related Party Transactions” in ~~loan origination fee income earned from the Senior Credit Fund.~~

~~Expenses~~

   For the Three Months Ended    For the Nine Months Ended
   September 30,
2017    September 30,
2016    September 30,
2017    September 30,
2016
   ($ in millions)
Interest and other debt expenses    $ 4.88    $ 3.63    $ 14.24    $ 9.91
Management fees    4.37    4.29    13.18    12.61
Incentive fees    4.62    5.46    9.60    8.95
Professional fees    0.51    0.64 ��    1.44    1.82
Administration, custodian and transfer agent fees    0.22    0.21    0.61    0.65
Directors’ fees    0.18    0.26    0.52    0.74
Other expenses    0.30    0.49    0.92    1.12








Total expenses
   $ 15.08    $ 14.98    $ 40.51    $ 35.80

~~Interest and other debt expenses~~

~~Interest and other debt expenses increased from $3.63 million for~~our consolidated financial statements included in this report.

•

For the three months ended ~~September 30, 2016 to $4.88 million for the three months ended September 30, 2017 primarily due to~~March 31, 2023, our ~~issuance of Convertible Notes on October~~Investment Adviser voluntarily waived incentive fees by $1.99 million. For additional information, see Note 3 ~~2016. Included~~“Significant Agreements and Related Party Transactions” in ~~interest and other debt expenses for the three months ended September 30, 2017 is $1.51 million~~our consolidated financial statements included in ~~interest expense, accretion of OID and amortization of debt issuance costs related to the Convertible Notes that were issued on October 3, 2016.~~

this report.

Interest and other debt expenses increased from $9.91 million for the nine months ended September 30, 2016 to $14.24 million for the nine months ended September 30, 2017 primarily due to our issuance of Convertible Notes on October 3, 2016. Included in interest and other debt expenses for the nine months ended September 30, 2017 is $4.53 million in interest expense, accretion of OID and amortization of debt issuance costs related to the Convertible Notes that were issued on October 3, 2016.

~~Management Fees and Incentive Fees~~

Management Fees increased from $4.29 million for the three months ended September 30, 2016 to $4.37 million for the three months ended September 30, 2017 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees decreased from $5.46 million for the three months ended September 30, 2016 to $4.62 million for the three months ended September 30, 2017 as a result of a decrease in the cap on Incentive Fees for the period which is primarily due to an increase in net capital losses on our investments.

Management Fees increased from $12.61 million for the nine months ended September 30, 2016 to $13.18 million for the nine months ended September 30, 2017 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees increased from $8.95 million for the nine months ended September 30, 2016 to $9.60 million for the nine months ended September 30, 2017 as a result of an increase in the cap on Incentive Fees for the period which is primarily due to an increase in pre-incentive fee net investment income.

~~Professional fees and other general and administrative expenses~~

Professional fees and other general and administrative expenses for the three and nine months ended September 30, 2017 remained relatively consistent as compared to the three and nine months ended September 30, 2016.

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

The realized gains and losses on fully exited and partially exited portfolio companies ~~during the three and nine months ended September 30, 2017 and 2016~~ consisted of the following:

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
   ($ in millions)
Hunter Defense Technologies, Inc.    $ – $ (22.12 ) $ – $ (22.12 )
Kawa Solar Holdings Limited    (2.49 ) – (2.49 ) –
DiscoverOrg, LLC    0.14 – 0.14 –
Iracore International Holdings, Inc.    – – (14.40 ) –
P2 Upstream Acquisition Co.    – – (0.17 ) –
Washington Inventory Service    – – (23.71 ) –
Other, net    (0.01 ) 0.13 – 0.13


Net realized gain (loss)
   $ (2.36 ) $ (21.99 ) $ (40.63 ) $ (22.19 )


	For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
National Spine and Pain Centers, LLC	$	—		$	(36.27	)
Sweep Purchaser LLC		(17.49	)		—
Other, net		0.50			0.01
Net Realized Gain (Loss) on Investments	$	(16.99	)	$	(36.26	)

Table of Contents

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, net realized losses were primarily driven by ~~two portfolio companies. Effective April 13, 2017, we entered into an exchange agreement with Iracore International Holdings, Inc. whereby~~the restructuring of the first lien debt ~~held by us was exchanged for non-income producing common equity. As~~investments in Sweep Purchaser LLC which resulted in a ~~result, $13.62 million of unrealized depreciation was reversed, and we~~ realized a loss of ~~$14.40~~$17.49 million. ~~In addition, effective June 6, 2017, we fully exited Washington Inventory Service. As a result, $15.03 million of unrealized depreciation was reversed, and we realized a loss of $23.71 million.~~

For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2023, net realized losses were ~~primarily~~ driven by ~~Hunter Defense Technologies, Inc. for which, effective June 1, 2016,~~the exit of our investments in one portfolio company. In February 2023, we ~~completed a restructuring whereby the~~fully exited our second lien debt ~~held by us was converted into non-interest bearing preferred~~investment and common ~~equity. As~~stock investment in National Spine and Pain Centers, LLC, which resulted in a ~~result, $22.12 million of unrealized depreciation was reversed, and we~~ realized a loss of ~~$22.12~~$36.27 million.

Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to ~~“Critical~~Note 2 “Significant Accounting ~~Policies – Valuation of Portfolio Investments.”~~Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments ~~for~~consisted of the ~~three and nine months ended September 30, 2017 and 2016 were as follows:~~following:

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
   ($ in millions)
Change in unrealized appreciation    $ 6.41 $ 39.43 $ 38.84 $ 31.73
Change in unrealized depreciation
   (4.89 ) (13.45 ) (21.94 ) (32.76 )


Net change in unrealized appreciation (depreciation) on investments
   $ 1.52 $ 25.98 $ 16.90 $ (1.03 )


	For the Three Months Ended
	March 31, 2024			March 31, 2023
	($ in millions)
Unrealized appreciation	$	30.48		$	43.20
Unrealized depreciation		(33.55	)		(24.98	)
Net Change in Unrealized Appreciation (Depreciation) on Investments	$	(3.07	)	$	18.22

The net change in unrealized appreciation (depreciation) on investments ~~for the three and nine months ended September 30, 2017 and 2016~~ consisted of the following:


	For the Three Months Ended March 31, 2024
Portfolio Company:	($ in millions)
Sweep Purchaser LLC	$	12.71
Other, net(1)		6.06
MPI Engineered Technologies, LLC		1.81
Acuity Specialty Products, Inc. (dba Zep Inc.)		0.93
Governmentjobs.com, Inc. (dba NeoGov)		0.79
Fullsteam Operations LLC		0.76
Doxim, Inc.		0.67
Whitewater Holding Company LLC		0.66
Superman Holdings, LLC (dba Foundation Software)		0.62
ATX Parent Holdings, LLC - Class A Units		(0.72	)
Genesis Acquisition Co. (dba ProCare Software)		(0.96	)
Diligent Corporation		(1.11	)
Lithium Technologies, Inc.		(1.53	)
SPay, Inc. (dba Stack Sports)		(2.12	)
Premier Imaging, LLC (dba Lucid Health)		(2.15	)
Pluralsight, Inc		(5.74	)
Thrasio, LLC		(5.94	)
Wine.com, Inc.		(7.81	)
Net Change in Unrealized Appreciation (Depreciation) on Investments	$	(3.07	)

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
   ($ in millions)
Portfolio Company:
Artesyn Embedded Technologies, Inc.    $ 0.75 $ 0.55 $ 1.78 $ (0.55 )
Associations, Inc.    0.09 (0.20 ) (0.08 ) 0.33
Avenue Stores, LLC    (0.04 ) (0.03 ) (0.11 ) (0.40 )
Bolttech Mannings, Inc.    (0.85 ) (2.86 ) (6.86 ) (6.02 )
CB-HDT Holdings, Inc.    0.81 0.90 1.25 0.90
Conergy Asia Holdings, Ltd.    (1.23 ) – (1.23 ) –
Data Driven Delivery Systems, LLC    – (0.08 ) (2.01 ) (0.21 )
DiscoverOrg, LLC    0.38 (0.03 ) 0.52 (0.06 )
Dispensing Dynamics International    – 0.39 0.84 0.05
DiversiTech Corporation    – 0.40 (0.38 ) 0.42
DuBois Chemicals, Inc.    (0.01 ) – 0.24 –

(1)

For the three months ended March 31, 2024, Other, net includes gross unrealized appreciation of $11.53 million and gross unrealized depreciation of $(5.47) million.

   For the Three Months Ended For the Nine Months Ended
   September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
   ($ in millions)
Elemica, Inc.    $ 0.07 $ 0.08 $ 0.10 $ 0.08
Extraction Oil & Gas Holdings, LLC    – (0.35 ) – (0.32 )
Global Tel*Link Corporation    (0.04 ) 3.39 0.68 9.42
Heligear Acquisition Co.    (0.11 ) (0.19 ) (0.20 ) (0.66 )
Highwinds Capital, Inc.    – 0.55 (1.05 ) 0.47
Hunter Defense Technologies, Inc.    – 22.12 – 0.55
Hutchinson Technology, Inc.    – (0.55 ) (0.01 ) (1.17 )
iFly Holdings LLC    – – – (0.41 )
IHS Intermediate Inc.    (0.01 ) (0.01 ) 0.01 (0.32 )
Infinity Sales Group    0.32 (0.52 ) 0.51 (0.84 )
Integrated Practice Solutions, Inc.    – (0.04 ) (0.54 ) 0.63
Iracore International Holdings, Inc.    – (0.06 ) 13.62 (3.99 )
Kawa Solar Holdings Limited    2.81 (0.01 ) (2.65 ) 0.05
Legacy Buyer Corp.    (0.02 ) (0.25 ) 0.39 (0.31 )
Madison-Kipp Corporation    (0.03 ) (0.03 ) (0.03 ) 0.28
Mervin Manufacturing, Inc.    (0.01 ) (0.23 ) 0.36 (0.55 )
NTS Communications, Inc.    (0.56 ) 1.40 (3.48 ) (3.14 )
Oasis Outsourcing Holdings, Inc.    (0.01 ) 0.14 (0.01 ) (0.27 )
P2 Upstream Acquisition Co.    (0.02 ) 0.10 0.65 0.39
Perfect Commerce, LLC    (0.94 ) 0.33 (0.87 ) 0.73
Prairie Provident Resources, Inc.    (0.27 ) (0.94 ) (1.05 ) (1.43 )
Pro-Pet, LLC    (0.04 ) (0.03 ) 0.05 (0.34 )
Reddy Ice Corporation    (0.06 ) 0.96 0.97 1.61
Securus Technologies Holdings, Inc.    (0.02 ) 1.33 0.65 8.36
Senior Credit Fund, LLC    0.29 0.74 (0.03 ) 1.93
The Merit Distribution Group, LLC    (0.03 ) 0.35 0.03 0.32
United Road Services, Inc.    0.33 (0.05 ) 0.45 (0.60 )
US Med Acquisition, Inc.    (0.32 ) (0.02 ) (0.98 ) (0.07 )
Vexos, Inc.    0.17 (0.27 ) 0.31 (0.23 )
Washington Inventory Service    – (0.98 ) 15.03 (5.67 )
Yasso, Inc.    (0.08 ) – (0.10 ) –
Zep Inc.    0.29 – 0.29 –
Other, net⁽¹⁾    (0.09 ) (0.02 ) (0.16 ) 0.01


Total
   $ 1.52 $ 25.98 $ 16.90 $ (1.03 )

⁽¹⁾

For the three and nine months ended September 30, 2017, other, net includes gross unrealized appreciation of $0.10 million and $0.11 million, respectively, and gross unrealized depreciation of $(0.19) million and $(0.27) million, respectively. For the three and nine months ended September 30, 2016, other, net includes gross unrealized appreciation of $5.70 million and $5.21 million, respectively, and gross unrealized depreciation of $(5.72) million and $(5.20) million, respectively.

Net change in unrealized appreciation (depreciation) in our investments for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 was primarily driven by the financial underperformance of Wine.com, Inc., Thrasio, LLC and Pluralsight, Inc., and was partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Sweep Purchaser LLC and tightening credit spreads.

Table of Contents


	For the Three Months Ended March 31, 2023
Portfolio Company:	($ in millions)
National Spine and Pain Centers, LLC	$	36.27
Broadway Parent, LLC		1.09
Volt Bidco, Inc. (dba Power Factors)		0.74
Iracore International Holdings, Inc.		0.63
CloudBees, Inc.		0.59
Doxim, Inc.		(1.31	)
Wine.com, LLC		(1.52	)
Ansira Partners, Inc.		(1.66	)
MPI Engineered Technologies, LLC		(2.57	)
Zep Inc.		(2.99	)
Other, net(1)		(11.05	)
Net Change in Unrealized Appreciation (Depreciation) on Investments	$	18.22

(1)

For the three months ended March 31, 2023, Other, net includes gross unrealized appreciation of $3.88 million and gross unrealized depreciation of $(14.93) million.

Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the ~~exchange agreement with Iracore International Holdings, Inc. and the~~aforementioned exit of ~~Washington Inventory Service, each as described above,~~our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, and was partially offset by the unrealized depreciation resulting from the increase in ~~Bolttech Mannings, Inc., due to continued pressure on the company’s margins~~market volatility and ~~financial underperformance.~~widening credit spreads.

Net change in unrealized appreciation (depreciation) in our investments for the three and nine months ended September 30, 2016 was primarily due to the impact of a restructure and unrealized appreciation in Global Tel*Link Corporation and Securus Technologies Holdings, Inc. due to a favorable changes in regulation impacting the diversified telecommunication services industry.

~~SENIOR CREDIT FUND, LLC~~

~~Overview~~

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. We invest together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through SPV I, primarily in senior secured loans to middle-market companies. Each of us and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100.00 million. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which we and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Establishing a quorum for the Senior Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of our representatives and two of Cal Regents’ representatives. If there are five members present at a meeting, all three representatives of Cal Regents must be present to constitute a quorum. On July 31, 2017, we and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from August 1, 2017 to November 1, 2017.

We and Cal Regents are each responsible for sourcing the Senior Credit Fund’s investments. If the loan origination and structuring fees earned by the Senior Credit Fund (including directly or indirectly through SPV I or another vehicle) during a period exceed the Senior Credit Fund’s expenses (excluding interest and other debt expenses), such excess is paid as a fee to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by the Senior Credit Fund with respect to the loans originated by such Member.

~~Selected Financial Data~~

~~As of September 30, 2017 and December 31, 2016, we and Cal Regents had subscribed to fund and contributed the following in the Senior Credit Fund:~~

   September 30, 2017    December 31, 2016
   Subscribed to
fund    Contributed    Subscribed to
fund    Contributed
   ( in millions)    ( in millions)
Company
   $ 100.00    $ 94.34    $ 100.00    $ 77.59
Cal Regents
   100.00    94.34    100.00    77.59








Total
   $ 200.00    $ 188.68    $ 200.00    $ 155.18

As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had total investments in senior secured debt at fair value of $471.53 million and $479.53 million, respectively. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had no investments on non-accrual status. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4.85 million and $1.94 million, respectively. In addition, the Senior Credit Fund had eight unfunded commitments totaling $13.48 million as of September 30, 2017 and three unfunded commitments totaling $6.30 million as of December 31, 2016.

Below is a summary of the Senior Credit Fund’s portfolio (excluding an investment in a money market fund managed by an affiliate of Group Inc.) followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:

   As of
   September 30,
2017    December 31,
2016
Number of portfolio companies    34    37
Total senior secured debt⁽¹⁾    $490.87 million    $489.66 million
Largest loan to a single borrower⁽¹⁾    $24.90 million    $24.62 million
Weighted average current interest rate on senior secured debt⁽²⁾    7.0%    6.6%
Percentage of performing debt bearing a floating rate⁽³⁾    100.0%    100.0%
Percentage of performing debt bearing a fixed rate⁽³⁾    –%    –%
Weighted average leverage (net debt/EBITDA)⁽⁴⁾    4.5x    3.8x
Weighted average interest coverage⁽⁴⁾    2.9x    3.2x
Median EBITDA⁽⁴⁾    $43.30 million    $68.70 million

⁽¹⁾

~~At par amount.~~

⁽²⁾

~~Computed as the (a) annual stated interest rate on accruing senior secured debt divided by (b) total senior secured debt at par amount.~~

⁽³⁾

~~Measured on a fair value basis.~~

⁽⁴⁾

For a particular portfolio company of the Senior Credit Fund, EBITDA typically represents net income before net interest expense, income tax expense, depreciation and amortization. The net debt to EBITDA represents the ratio of a portfolio company’s total debt (net of cash) and excluding debt subordinated to the Senior Credit Fund’s investment in a portfolio company, to a portfolio company’s EBITDA. The interest coverage ratio represents the ratio of a portfolio company’s EBITDA as a multiple of interest expense. Weighted average net debt to EBITDA is weighted based on the fair value of the Senior Credit Fund’s debt investments. Weighted average interest coverage is weighted based on the fair value of the Senior Credit Fund’s performing debt investments. Median EBITDA is based on the Senior Credit Fund’s debt investments. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company of the Senior Credit Fund as of the respective reported end date. Statistics of the Senior Credit Fund’s portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

~~Senior Credit Fund Portfolio as of September 30, 2017~~

Portfolio Company    Industry    Interest    Maturity Par
Amount Cost Fair
Value
1st Lien/Senior Secured Debt
3SI Security Systems, Inc.⁽⁺⁺⁺⁾
   Commercial Services & Supplies    L + 6.25% (1.00% Floor)    06/16/2023 $ 15.00 $ 14.78 $ 14.78
A Place For Mom, Inc.⁽⁺⁺⁺⁾
   Diversified Consumer Services    L + 4.00% (1.00% Floor)    08/10/2024 4.00 3.98 4.00
Ansira Partners, Inc.⁽⁺⁺⁺⁾
   Media    L + 6.50% (1.00% Floor)    12/20/2022 8.66 8.58 8.58
Ansira Partners, Inc.^{(+++) (1)}
   Media    L + 6.50% (1.00% Floor)    12/20/2022 1.27 0.69 0.69
ASC Acquisition Holdings, LLC^{(+++) (2)}
   Distributors    L + 7.50% (1.00% Floor)    12/15/2021 10.83 10.74 10.72
ASC Acquisition Holdings, LLC^{(1) (2) (3)}
   Distributors    L + 7.50% (1.00% Floor)    12/15/2021 3.75 (0.04 ) (0.04 )
ATX Networks Corp.⁽⁺⁺⁺⁾
   Communications Equipment    L + 6.00% (1.00% Floor)    06/11/2021 16.55 16.42 16.30
Badger Sportswear, Inc.⁽⁺⁺⁺⁾
   Textiles, Apparel & Luxury Goods    L + 4.50% (1.00% Floor)    09/11/2023 14.85 14.72 14.77
Crowne Group, LLC⁽⁺⁺⁺⁾
   Auto Components    L + 9.25% (1.00% Floor)    05/26/2021 16.49 16.36 16.65
CST Buyer Company⁽⁺⁺⁺⁺⁾
   Diversified Consumer Services    L + 6.25% (1.00% Floor)    03/01/2023 20.60 20.07 20.03
CST Buyer Company^{(1) (3)}
   Diversified Consumer Services    L + 6.25% (1.00% Floor)    03/01/2023 1.80 (0.05 ) (0.05 )
DBRS Limited⁽⁺⁺⁺⁾
   Capital Markets    L + 5.25% (1.00% Floor)    03/04/2022 11.70 11.62 11.58
DiscoverOrg, LLC^{(+) (2)}
   Software    L + 4.50% (1.00% Floor)    08/25/2023 8.00 7.96 7.92
FWR Holding Corporation⁽⁺⁺⁺⁺⁾
   Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2023 9.10 8.88 8.88
FWR Holding Corporation^{(+++) (1)}
   Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2023 1.18 0.29 0.29
FWR Holding Corporation^{(1) (3)}
   Hotels, Restaurants & Leisure    L + 6.00% (1.00% Floor)    08/21/2019 2.94 (0.07 ) (0.07 )
GK Holdings, Inc.⁽⁺⁺⁺⁾
   IT Services    L + 6.00% (1.00% Floor)    01/20/2021 17.50 17.43 16.45
HC Group Holdings III, Inc.⁽⁺⁺⁺⁾
   Health Care Providers & Services    L + 5.00% (1.00% Floor)    04/07/2022 8.82 8.79 8.89
Help/Systems, LLC⁽⁺⁺⁺⁾
   Software    L + 4.50% (1.00% Floor)    10/08/2021 17.77 17.32 17.81
Hygiena Borrower LLC⁽⁺⁺⁺⁾
   Life Sciences Tools & Services    L + 4.75% (1.00% Floor)    08/26/2022 15.92 15.78 15.60
Hygiena Borrower LLC^{(1) (3)}
   Life Sciences Tools & Services    L + 4.75% (1.00% Floor)    08/26/2022 1.67 (0.02 ) (0.03 )
Jill Acquisition LLC⁽⁺⁺⁺⁾
   Textiles, Apparel & Luxury Goods    L + 5.00% (1.00% Floor)    05/08/2022 14.04 13.95 13.91
KMG Chemicals, Inc.⁽⁺⁾
   Chemicals    L + 4.25% (1.00% Floor)    06/15/2024 6.85 6.81 6.93
Lattice Semiconductor Corporation⁽⁺⁾
   Semiconductors & Semiconductor Equipment    L + 4.25% (1.00% Floor)    03/10/2021 10.77 10.63 10.83
Liquidnet Holdings, Inc.⁽⁺⁾
   Capital Markets    L + 4.25% (1.00% Floor)    07/15/2024 9.88 9.78 9.90
Loar Group, Inc.⁽⁺⁾
   Aerospace & Defense    L + 4.75% (1.00% Floor)    01/12/2022 14.13 13.81 14.06
MB Aerospace Holdings Inc.⁽⁺⁾
   Aerospace & Defense    L + 5.50% (1.00% Floor)    12/15/2022 15.73 15.60 15.69
Netsmart Technologies, Inc.⁽⁺⁺⁺⁾
   Health Care Technology    L + 4.50% (1.00% Floor)    04/19/2023 18.79 18.74 18.98
Pomeroy Group LLC^(+++++)
   IT Services    L + 6.00% (1.00% Floor)    11/30/2021 15.80 15.41 15.24
Professional Physical Therapy⁽⁺⁺⁺⁾
   Health Care Providers & Services    L + 6.00% (1.00% Floor)    12/16/2022 10.42 10.33 10.32
RealD, Inc.⁽⁺⁺⁾
   Media    L + 7.50% (1.00% Floor)    03/22/2021 16.70 16.57 16.58
Research Now Group, Inc.⁽⁺⁺⁺⁾
   Professional Services    L + 4.50% (1.00% Floor)    03/18/2021 9.43 9.34 9.39
SciQuest, Inc.⁽⁺⁾
   Internet Software & Services    L + 4.75% (1.00% Floor)    07/28/2023 19.57 19.48 19.47
Smarte Carte, Inc.⁽⁺⁺⁺⁾
   Air Freight & Logistics    L + 5.50% (1.00% Floor)    08/30/2021 10.70 10.62 10.62
SMS Systems Maintenance Services, Inc.⁽⁺⁾
   IT Services    L + 5.00% (1.00% Floor)    10/30/2023 14.89 14.82 14.48
Stackpath, LLC⁽⁺⁺⁺⁾
   Internet Software & Services    L + 5.00% (1.00% Floor)    02/03/2023 16.96 16.80 16.79
Tronair Parent Inc.⁽⁺⁺⁺⁾
   Air Freight & Logistics    L + 4.75% (1.00% Floor)    09/08/2023 13.86 13.74 13.72
U.S. Acute Care Solutions, LLC⁽⁺⁺⁺⁾
   Health Care Providers & Services    L + 5.00% (1.00% Floor)    05/14/2021 12.90 12.79 12.77
VRC Companies, LLC⁽⁺⁾
   Commercial Services & Supplies    L + 6.50% (1.00% Floor)    03/31/2023 19.96 19.54 19.51
VRC Companies, LLC^{(+++) (1)}
   Commercial Services & Supplies    P + 5.50%    03/31/2023 3.53 2.18 2.18
VRC Companies, LLC⁽¹⁾
   Commercial Services & Supplies    L + 6.50% (1.00% Floor)    03/31/2022 1.41 0.75 0.75


Total 1st Lien/Senior Secured Debt
      445.92 445.87
1st Lien/First-Out Unitranche
Infogix, Inc.⁽⁺⁺⁺⁾    Software    L + 5.00% (1.00% Floor)    12/31/2021 9.65 9.58 9.63


Total 1st Lien/First-Out Unitranche
      9.58 9.63
2nd Lien/Senior Secured Debt
DiscoverOrg, LLC⁽⁺⁾⁽²⁾    Software    L + 8.50% (1.00% Floor)    02/23/2024 10.50 10.34 10.39
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 10.25% (1.00% Floor)    01/20/2022 6.00 5.92 5.64


Total 2nd Lien/Senior Secured Debt
      16.26 16.03


Total Corporate Debt
         471.76 471.53
            Yield       Shares Cost Fair
Value
Investments in Affiliated Money Market Fund
Goldman Sachs Financial Square Government Fund - Institutional Shares    0.91%⁽⁴⁾    4,849,420 $ 4.85 $ 4.85


Total Investments in Affiliated Money Market Fund
   4.85 4.85


TOTAL INVESTMENTS
         $ 476.61 $ 476.38

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2017 was 1.23%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2017 was 1.27%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of September 30, 2017 was 1.33%.~~

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2017 was 1.51%.~~

^(+++++)

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of September 30, 2017 was 1.78%.~~

⁽¹⁾

⁽²⁾

~~We also hold a portion of the 2nd lien/senior secured debt in this portfolio company.~~

⁽³⁾

⁽⁴⁾

~~The rate shown is the annualized seven-day yield as of September 30, 2017.~~

~~L – LIBOR~~

~~P – U.S. Prime Rate (4.25% as of September 30, 2017)~~

~~Senior Credit Fund Portfolio as of December 31, 2016~~

Portfolio Company    Industry    Interest    Maturity Par
Amount Cost Fair
Value
         (in millions)
1^st Lien/Senior Secured Debt
Affordable Care Holding Corp.⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 4.75% (1.00% Floor)    10/22/2022 $ 4.95 $ 4.86 $ 4.95
Ansira Partners, Inc.⁽¹⁾    Media    L + 6.50% (1.00% Floor)    12/20/2022 8.73 8.64 8.64
Ansira Partners, Inc.⁽¹⁾⁽²⁾    Media    L + 6.50% (1.00% Floor)    12/20/2022 1.27 – –
ASC Acquisition Holdings, LLC^(+++)(3)    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 11.25 11.14 11.14
ASC Acquisition Holdings, LLC^(+++)(2)(3)    Distributors    L + 7.50% (1.00% Floor)    12/15/2021 3.75 – –
ATX Networks Corp.⁽⁺⁺⁺⁾    Communications Equipment    L + 6.00% (1.00% Floor)    06/11/2021 16.77 16.60 16.35
Badger Sportswear, Inc.⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 4.50% (1.00% Floor)    09/11/2023 14.96 14.86 14.85
ConvergeOne Holdings Corporation^(+++)(4)    Communications Equipment    L + 5.38% (1.00% Floor)    06/17/2020 17.40 17.26 17.31
Crowne Group, LLC⁽⁺⁺⁺⁾    Auto Components    L + 9.25% (1.00% Floor)    05/26/2021 16.87 16.72 17.04
DBRS Limited⁽⁺⁺⁺⁾    Capital Markets    L + 5.25% (1.00% Floor)    03/04/2022 11.79 11.70 10.73
DiscoverOrg, LLC⁽⁺⁾⁽³⁾    Software    L + 4.25% (1.00% Floor)    06/02/2020 7.15 7.12 7.08
Edgewood Partners Insurance Center⁽⁺⁾    Insurance    L + 6.00% (1.00% Floor)    03/16/2023 15.88 15.59 15.92
Explorer Holdings, Inc.⁽⁺⁺⁺⁾    Health Care Technology    L + 5.00% (1.00% Floor)    05/02/2023 9.95 9.85 10.02
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 5.50% (1.00% Floor)    01/20/2021 17.64 17.56 17.46
HC Group Holdings III, Inc.⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    04/07/2022 8.89 8.85 8.51
Help/Systems, LLC⁽⁺⁺⁺⁾    Software    L + 5.25% (1.00% Floor)    10/08/2021 17.95 17.41 17.91
Imagine! Print Solutions, Inc.⁽⁺⁺⁺⁾    Commercial Services & Supplies    L + 6.00% (1.00% Floor)    03/30/2022 4.96 4.91 5.04
Jill Acquisition LLC⁽⁺⁺⁺⁾    Textiles, Apparel & Luxury Goods    L + 5.00% (1.00% Floor)    05/08/2022 15.81 15.70 15.75
Lattice Semiconductor Corporation⁽⁺⁺⁺⁾    Semiconductors & Semiconductor Equipment    L + 4.25% (1.00% Floor)    03/10/2021 11.99 11.80 11.96
Liquidnet Holdings, Inc.⁽⁺⁾⁽⁴⁾    Capital Markets    L + 6.75% (1.00% Floor)    05/22/2019 24.62 24.34 24.43
Loar Group, Inc.⁽⁺⁺⁾    Aerospace & Defense    L + 4.75% (1.00% Floor)    01/12/2022 9.93 9.68 9.88
MB Aerospace Holdings Inc.⁽⁺⁺⁺⁾    Aerospace & Defense    L + 5.50% (1.00% Floor)    12/15/2022 15.85 15.71 15.77
Mister Car Wash, Inc.⁽¹⁾    Automobiles    L + 4.25% (1.00% Floor)    08/20/2021 6.65 6.60 6.66
Mister Car Wash, Inc.⁽¹⁾⁽²⁾    Automobiles    L + 4.25% (1.00% Floor)    08/20/2021 1.33 – 0.01
Netsmart Technologies, Inc.⁽⁺⁺⁺⁾    Health Care Technology    L + 4.50% (1.00% Floor)    04/19/2023 18.94 18.88 19.00
Oasis Outsourcing Holdings, Inc.⁽⁺⁾    Diversified Financial Services    L + 4.75% (1.00% Floor)    12/27/2021 3.98 3.97 3.99
PGX Holdings, Inc.^(+++)(4)    Professional Services    L + 5.25% (1.00% Floor)    09/29/2020 13.58 13.51 13.55
Playcore Wisconsin, Inc.⁽⁺⁺⁺⁾    Leisure Equipment & Products    L + 4.25% (1.00% Floor)    05/29/2020 18.00 17.82 17.82
Pomeroy Group LLC⁽⁺⁺⁺⁺⁾    IT Services    L + 6.00% (1.00% Floor)    11/30/2021 15.92 15.47 15.76
Precyse Acquisition Corp.⁽⁺⁾    Health Care Technology    L + 5.50% (1.00% Floor)    10/20/2022 7.47 7.37 7.55
Professional Physical Therapy⁽⁺⁺⁺⁾    Health Care Providers & Services    L + 6.00% (1.00% Floor)    12/16/2022 10.50 10.40 10.40
RealD, Inc.⁽⁺⁺⁾    Media    L + 7.50% (1.00% Floor)    03/22/2021 16.87 16.72 16.70
Research Now Group, Inc.⁽⁺⁺⁺⁾    Professional Services    L + 4.50% (1.00% Floor)    03/18/2021 9.59 9.48 9.45
SciQuest, Inc.⁽⁺⁺⁺⁺⁾    Internet Software & Services    L + 4.75% (1.00% Floor)    07/28/2023 13.93 13.86 13.86
Smarte Carte, Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 5.50% (1.00% Floor)    08/30/2021 11.21 11.11 11.10
Tronair Parent Inc.⁽⁺⁺⁺⁾    Air Freight & Logistics    L + 4.75% (1.00% Floor)    09/08/2023 13.86 13.76 13.72
U.S. Acute Care Solutions, LLC⁽¹⁾    Health Care Providers & Services    L + 5.00% (1.00% Floor)    05/14/2021 13.00 12.87 12.87
Veresen Midstream Limited Partnership⁽⁺⁺⁺⁾    Energy Equipment & Services    L + 4.25% (1.00% Floor)    03/31/2022 10.81 10.61 10.87
Zep Inc.⁽⁺⁺⁺⁾    Chemicals    L + 4.00% (1.00% Floor)    06/27/2022 11.90 11.88 11.96


Total 1^st Lien/Senior Secured Debt
      454.61 456.01
1^st Lien/First-Out Unitranche
Infogix, Inc.⁽⁺⁺⁺⁾    Software    L + 4.75% (1.00% Floor)    12/31/2021 9.76 9.68 9.66


Total 1^st Lien/First-Out Unitranche
   9.68 9.66
2^nd Lien/Senior Secured Debt
DiscoverOrg, LLC^(+++)(3)    Software    L + 9.00% (1.00% Floor)    02/10/2022 8.00 7.86 7.86
GK Holdings, Inc.⁽⁺⁺⁺⁾    IT Services    L + 9.50% (1.00% Floor)    01/20/2022 6.00 5.90 6.00


Total 2^nd Lien/Senior Secured Debt
      13.76 13.86


Total Corporate Debt
         $ 478.05 $ 479.53

⁽⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2016 was 0.77%.~~

⁽⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of December 31, 2016 was 0.82%.~~

⁽⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2016 was 1.00%.~~

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of December 31, 2016 was 1.69%.~~

⁽¹⁾

~~Position or portion thereof unsettled as of December 31, 2016.~~

⁽²⁾

⁽³⁾

~~We also hold a portion of the 2nd lien/senior secured debt in this portfolio company.~~

⁽⁴⁾

~~Initial investment was purchased at fair value from us in October 2014.~~

~~L – LIBOR~~

~~Below is certain summarized balance sheet information for the Senior Credit Fund as of September 30, 2017 and December 31, 2016:~~

   As of
   September 30,
2017    December 31,
2016
   (in millions)
Selected Balance Sheet Information
Total investments, at fair value    $ 476.38    $ 481.47
Cash and other assets    29.40    10.93




Total assets
   $ 505.78    $ 492.40




Debt⁽¹⁾    $ 306.59    $ 300.57
Other liabilities    8.96    35.04




Total liabilities
   $ 315.55    $ 335.61




Members’ equity    $ 190.23    $ 156.79




Total liabilities and members’ equity
   $ 505.78    $ 492.40

⁽¹⁾

Net of deferred financing costs for the SPV I Term Loan Facility (as defined below) as of September 30, 2017 and December 31, 2016, which were in the amount of $2.56 million and $2.68 million, respectively.

~~Below is certain summarized Statement of Operations information for the Senior Credit Fund for the three and nine months ended September 30, 2017 and 2016:~~

   For the Three Months Ended    For the Nine Months Ended
   September 30,
2017 September 30,
2016    September 30,
2017 September 30,
2016
   (in millions)
Selected Statement of Operations Information:
Total investment income    $ 9.54 $ 6.91    $ 28.14 $ 18.22
Expenses
Interest and other debt expenses    3.48 2.31    10.13 6.58
Excess loan origination and structuring fees    0.35 1.11    1.10 1.71
Professional fees    0.18 0.09    0.48 0.30
Administration and custodian fees    0.10 0.08    0.30 0.24
Other expenses    0.04 0.03    0.09 0.05




Total expenses
   4.15 3.62    12.10 8.88




Net investment income (loss)
   5.39 3.29    16.04 9.34
Net realized gain (loss) on investments    0.03 –    0.11 –
Net change in unrealized appreciation (depreciation) on investments    (0.14 ) 1.83    (1.71 ) 3.82




Net increase (decrease) in members’ equity
   $ 5.28 $ 5.12    $ 14.44 $ 13.16

~~Debt~~

On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which, consists of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400.00 million. The SPV I Revolving Credit Facility provided for borrowings in an aggregate amount up to $120.00 million on a committed basis as of September 30, 2017. As of September 30, 2017, the SPV I Term Loan Facility consisted of a $240.00 million fully drawn term loan and the SPV I Class B Facility consisted of a $40.00 million fully drawn Class B loan.

As of September 30, 2017 and December 31, 2016, the SPV I’s outstanding borrowings under the Asset Based Facility were $309.15 million, and $303.25 million, respectively. The summary information of the Asset Based Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:

   Three Months Ended
September 30,    Nine Months Ended
September 30,
      2017    2016    2017    2016
   ($ in millions)
Borrowing interest expense    $ 3.09    $ 1.92    $ 9.05    $ 4.78
Facility fees    0.20    0.15    0.51    0.60
Amortization of financing costs    0.19    0.12    0.57    0.57
Total    $ 3.48    $ 2.19    $ 10.13    $ 5.95
Weighted average interest rate    3.8%    3.2%    3.6%    3.1%
Average outstanding balance    324.66    237.33    334.16    202.46

The Senior Credit Fund had entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC as lender, and with Natixis as the facility agent. The Subscription Facility provided for borrowings in an aggregate amount up to $50.00 million on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders were secured by the unfunded subscriptions of us and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated. The summary information of the Subscription Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:

   Three Months Ended
September 30,    Nine Months Ended
September 30,
      2017    2016    2017    2016
   ($ in millions)
Borrowing interest expense    N/A    $ 0.07    N/A    $ 0.50
Facility fees    N/A    0.02    N/A    0.04
Amortization of financing costs    N/A    0.03    N/A    0.09
Total    N/A    $ 0.12    N/A    $ 0.63
Weighted average interest rate    N/A    2.7%    N/A    2.5%
Average outstanding balance    N/A    $ 10.72    N/A    $ 26.87

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 stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least ~~2 to 1~~150% after such ~~borrowing.~~borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was ~~2.63 to 1~~188% and ~~2.32 to 1, respectively.~~187%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

~~As of September 30, 2017, we had cash of approximately $11.97 million, an increase of $7.40 million from December 31, 2016. Cash provided by operating activities~~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 ~~nine months ended September 30, 2017 was approximately $31.51 million, primarily driven by an increase in net assets resulting~~purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

Equity Issuances

We may from ~~operations~~time to time issue and sell shares of $37.26 million, proceeds from sales and principal repayments of $472.44 million and proceeds from other operating activities of $16.42 million, offset by purchases of investments of $494.61 million. Cash used by financing activities for the nine months ended September 30, 2017 was approximately $24.11 million, primarily driven by repayments on debt of $460.35 million, distributions paid of $49.83 million and other financing activities of $0.85 million, partially offset by borrowings on debt of $405.35 million and proceeds from the issuance ofour common stock ~~(net of underwriting~~through public or at-the-market ("ATM”) offerings. On May 26, 2022, we entered into (i) an equity distribution agreement by and ~~offering costs) of $81.57 million.~~

~~As of September 30, 2016, we had cash of approximately $14.67 million, a decrease of $8.04 million from December 31, 2015. Cash used~~among us, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by operating activities for the nine months ended September 30, 2016 was approximately $11.47 million, primarily driven by purchases of investments of $219.90 million, partially offset by an increase in net assets resulting from operations of $35.06 million, proceeds from sales and ~~principal repayments of $139.50 million, net purchase of investments~~among us, GSAM and SMBC Nikko Securities America, Inc (“SMBC”). The equity distribution agreements with Truist and SMBC described in the ~~affiliated money market fund of $10.11 million~~preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and ~~proceeds from other operating activities of $23.76 million. Cash provided~~effective August 1, 2023, we terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.

On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by ~~financing activities for~~and among us, GSAM and Truist.

For further details regarding the ~~nine months ended September 30, 2016 was approximately $3.43 million, primarily driven by proceeds from~~2022 Equity Distribution Agreements and the ~~borrowings on debt of $195.50 million, partially offset by repayments on debt of $143.25 million, distributions paid of $48.74 million, and other financing activities of $0.08 million.~~2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.

To the extent permissible under the risk retention rules and applicable provisions of the 1940 Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more CLOs or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).

~~Equity Issuances~~

On ~~May 24, 2017,~~March 9, 2023, we completed a follow-on offering (the "March Offering") under our shelf registration statement, issuing ~~3,250,000~~6,500,000 shares of our common stock at a ~~public offering~~ price to the underwriters of ~~$22.50~~$15.09 per share. Net of offering and underwriting costs, we received cash proceeds of ~~$69.65~~$97.58 million.

~~On May 26, 2017, we sold an additional 487,500~~

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For further details, see Note 9 “Net Assets—Equity Issuances—Follow-on Offering” to our consolidated financial statements included in this report.

Common Stock Repurchase Plan

In November 2021, our Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the “2022 10b5-1 Plan”), which provided for us to repurchase up to $75.00 million of shares of our common stock pursuant to the underwriters’ exercise of the option to purchase additional shares we granted in connection with the aforementioned offering. Net of underwriting costs, we received additional cash proceeds of $10.64 million.

~~There were no sales of~~if our common stock ~~during the nine months ended September 30, 2016.~~

~~10b5-1 Plan~~

GS & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, which provided for the purchase by GS & Co. in the open market of up to the lesser of (i) $25.00 million in the aggregate of our common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of our common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required GS & Co. to purchase shares of our common stock when the market price per share was below our most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). The purchase of shares by GS & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law. Under the GS 10b5-1 Plan, GS & Co. increased the volume of purchases made anytime the market price per share of our common stock declinedtraded below the most recently ~~reported~~announced quarter-end NAV per share, subject to ~~volume restrictions. Purchases of our common stock by GS & Co. under the GS~~certain limitations. The 2022 10b5-1 Plan may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, GS & Co. purchased 432,638 shares of our common stock pursuant to the GS 10b5-1 Plan.

~~Common Stock Repurchase Plan~~

In February 2015, our Board of Directors approved a common stock repurchase plan (the “Company Repurchase Plan”), which authorized our purchase of up to $35.00 million of our common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan whichbecame effective on August 17, 2022, commenced on September 16, 2022 and expired on ~~March 18, 2016.~~

In February 2016, our Board of Directors authorized us to repurchase up to $25.00 million of our common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In February 2017, the Company’s Board of Directors renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2018.

~~In connection with this authorization, we entered into a 10b5-1 plan (the “Company 10b5-1 Plan”).~~August 17, 2023. The ~~Company~~2022 10b5-1 Plan ~~provides that purchases will be conducted on the open market on a programmatic basis~~was temporarily suspended in accordance with ~~Rules 10b5-1 and 10b-18 under~~its terms in connection with the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan initially took effectMarch Offering on March ~~18, 2016 (with any purchases~~1, 2023 and remained suspended until its termination on August 17, 2023.

For further details, see Note 3 “Significant Agreements and Related Party Transactions” to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and is scheduled to expire on March 18, 2018. Further, no purchases will be effected during the applicable restricted period under Regulation M as a result of an offering of securities by us or for a period of 60 days after the expiration of any overallotment optionour consolidated financial statements included in ~~any common equity offering.~~

this report.

Repurchases of our common stock under the Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market. For the three and nine months ended September 30, 2017 and 2016, we did not repurchase any of our common stock pursuant to the Company 10b5-1 Plan or otherwise.

Dividend Reinvestment Plan

~~Concurrent with the IPO, we adopted~~We have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by ~~the~~our Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if ~~the~~our Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the ~~dividend reinvestment plan~~DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, GS Group Inc. has opted out of the ~~dividend reinvestment plan,~~DRIP, and GS & Co. ~~has~~had also opted out of the ~~dividend reinvestment plan~~DRIP in respect of any shares of our common stock acquired through the GS2022 10b5-1 Plan.

~~The following table summarizes shares distributed pursuant~~For further details, see Note 9 “Net Assets” to our consolidated financial statements included in this report.

All correspondence concerning the plan should be directed to the ~~dividend reinvestment~~ plan ~~during the nine months ended September 30, 2017 to stockholders who had not opted out of the dividend reinvestment plan.~~


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Shares~~

~~November 1, 2016~~	~~December 31, 2016~~	~~January 17, 2017~~		~~11,124~~
~~February 22, 2017~~	~~March 31, 2017~~	~~April 17, 2017~~		~~11,202~~
~~May 1, 2017~~	~~June 30, 2017~~	~~July 17, 2017~~		~~18,417~~

~~The following table summarizes shares distributed pursuant~~agent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, with overnight correspondence being directed to the ~~dividend reinvestment~~ plan ~~during~~agent at Computershare Trust Company, N.A., 150 Royall St., Suite 101, Canton, MA 02021; by calling 855-807-2742; or through the ~~nine months ended September 30, 2016~~plan agent’s website at www.computershare.com/investor. Participants who hold their shares through a broker or other nominee should direct correspondence or questions concerning the DRIP to ~~stockholders who had not opted out of the dividend reinvestment plan.~~their broker or nominee.


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Shares~~

~~November 3, 2015~~	~~December 31, 2015~~	~~January 28, 2016~~		~~8,206~~
~~February 25, 2016~~	~~March 31, 2016~~	~~April 15, 2016~~		~~5,555~~
~~May 3, 2016~~	~~June 30, 2016~~	~~July 15, 2016~~		~~8,937~~

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management 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 ~~September 30, 2017:~~March 31, 2024:

   Payments Due by Period (Millions)
   Total    Less Than
1 Year    1 – 3 Years    3 – 5 Years    More Than
5 Years
Revolving Credit Facility    $ 332.75    $ –    $ –    $ 332.75    $ –
Convertible Notes    $ 115.00    $ –    $ –    $ 115.00    $ –


	Payments Due by Period (in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
2025 Notes	$	360.00	$	360.00	$	—	$	—	$	—
2026 Notes	$	500.00	$	—	$	500.00	$	—	$	—
2027 Notes	$	400.00	$	—	$	400.00	$	—	$	—
Revolving Credit Facility(1)	$	583.82	$	—	$	—	$	583.82	$	—

(1)
We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2024, we had outstanding borrowings denominated in USD of $503.67 million, in Euros (EUR) of 37.70 million, in British Pounds (GBP) of 26.00 million and Canadian Dollar (CAD) of 9.02 million.

Revolving Credit Facility

On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. ~~SunTrust~~Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication ~~agent.~~agent under the Revolving Credit Facility.

~~On October 3, 2014, we~~The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the Revolving Credit Facility ~~to, among other things: increase the aggregate borrowing amount~~ on ~~a committed basis, increase the total borrowing capacity, extend the maturity date,~~numerous occasions between October 3, 2014 and ~~reduce the applicable margin of borrowings.~~

~~On January 16, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $535.00 million, on a committed basis.~~

~~On March 27, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560.00 million, on a committed basis.~~

~~On November 3, 2015, we amended the Revolving Credit Facility to, among other things:~~

October 18, 2023.

~~increase the aggregate borrowing amount to $570.00 million on a committed basis;~~70

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~~increase the total borrowing capacity to a maximum of $1,000.00 million;~~

~~extend the final maturity date to November 4, 2020; and~~

~~On December 16, 2016, we further amended the Revolving Credit Facility to, among other things:~~

~~increase aggregate borrowing amount to $605.00 million on a committed basis; and~~

~~extend the final maturity date to December 16, 2021.~~

Borrowings ~~under the Revolving Credit Facility,~~denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either ~~LIBOR~~(i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an ~~applicable margin~~additional 0.10% credit adjustment spread or ~~applicable margin plus~~(ii) an alternative base rate, which is the ~~higher~~highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus ~~0.5%~~1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or ~~overnight LIBOR~~(z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus ~~1.0%.~~a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable ~~quarterly~~ in ~~arrears.~~arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on ~~December 16, 2021.~~

The Revolving Credit Facility may be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Guarantors”). The Senior Credit Fund is not a Guarantor of the Revolving Credit Facility. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

~~Our obligations to the lenders~~October 18, 2028. Any amounts borrowed under the Revolving Credit Facility ~~are secured by a first priority security~~with respect to remaining lenders will mature, and all accrued and unpaid interest ~~in substantially all of our portfolio of investments~~will be due and ~~cash, with certain exceptions. The~~payable, on May 5, 2027.

For further details, see Note 6 “Debt — Revolving Credit ~~Facility contains certain customary covenants, including: (i) maintaining a minimum shareholder’s equity of $478.51 million, subject~~Facility” to increase from certain equity sales, (ii) maintaining an asset coverage ratio of at least 2 to 1, (iii) maintaining a minimum liquidity test of at least 10% of the “covered debt amount” during any period when the “adjusted covered debt balance” is greater than 90% of the “adjusted borrowing base,” as such quoted terms are definedour consolidated financial statements included in ~~the Revolving Credit Facility and (iv) restrictions on industry concentrations in our investment portfolio. We are in compliance with these covenants.~~this report.

~~The Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default.~~2025 Notes

~~Convertible Notes~~

On ~~October 3, 2016,~~February 10, 2020, we closed an offering of ~~$115.00~~$360.00 million aggregate principal amount of 3.75% unsecured ~~Convertible~~notes due 2025. The 2025 Notes ~~which includes $15.00 million aggregate principal amount~~ were issued pursuant to ~~the initial purchasers’ exercise in full of~~ an ~~over-allotment option.~~indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The ~~Convertible~~2025 Notes bear interest at a rate of ~~4.50%~~3.75% per year, payable semi-annually in arrears on ~~April 1~~February 10 and ~~October 1~~August 10 of each year. The 2025 Notes will mature on February 10, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.

2026 Notes

On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026. The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.

2027 Notes

On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027. The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on ~~April 1, 2017.~~September 11, 2024. The ~~Convertible~~2027 Notes will mature on ~~April 1, 2022, unless repurchased~~March 11, 2027 and may be redeemed in whole or ~~converted~~ in ~~accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of~~part at our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 40.8397 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of our common stock on September 27, 2016. We will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110.90 million. We used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

~~Holders may convert their notes at their~~ option at any time ~~prior~~or from time to time at the ~~close of business on~~redemption prices set forth in the ~~business day immediately preceding October 1, 2021 only under~~indenture. For further details, see Note 6 “Debt—2027 Notes” 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 ~~following circumstances: (1) during any calendar quarter commencing after December 31, 2016, if the last reported sale price~~normal course of our ~~common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on~~business to fund investments and to meet the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale pricefinancial needs of our ~~common stock~~portfolio companies. These instruments may include commitments to extend credit and ~~the conversion rate on each such trading day; or (3) upon the occurrence~~involve, to varying degrees, elements of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.

~~The Convertible Notes are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 470-20,~~~~Debt with Conversion~~liquidity and ~~Other Options~~. Upon conversion of any of the Convertible Notes, we intend to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, we have the option to pay the excess amount in cash or shares of our common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. We have determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as derivatives under ASC 815,~~Derivatives and Hedging~~~~. At the time of issuance the values of the debt and equity components of the Convertible Notes were approximately 99.4% and 0.6%, respectively.~~

~~The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital~~credit risk in excess of ~~par”~~the amount recognized in the ~~accompanying Consolidated Statements~~balance sheet. As of ~~Assets and Liabilities. We record interest expense comprised~~March 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:


	As of
	March 31, 2024		December 31, 2023
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	494.39	$	289.20
First Lien/Last-Out Unitranche		20.27		18.32
Total	$	514.66	$	307.52

Table of both stated interest and amortization of the OID. At the time of issuance, the equity component of the Convertible Notes was $0.74 million. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs, respectively.Contents

HEDGING

~~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 isare 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. ~~The~~Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC ~~staff no-action letter (the “BDC CFTC No-Action Letter”)~~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, ~~the BDC~~ CFTC ~~No-Action Letter~~Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC ~~CFTC No-Action Letter. As of September 30, 2017, no hedging arrangements were used.~~

~~OFF-BALANCE SHEET ARRANGEMENTS~~

Wequalifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may ~~become~~enter into an unfunded commitment agreement that is not a ~~party~~derivatives transaction, such as an agreement to ~~financial instruments with off-balance sheet risk in~~provide financing to a portfolio company, if the ~~normal course of our business to fund investments~~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 ~~the financial needs~~its obligations with respect to all of ~~our portfolio companies. These instruments may include commitments~~its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to ~~extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of~~aggregate the amount ~~recognized in the balance sheet. As~~ of ~~September 30, 2017, we believed that we had adequate~~any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial ~~resources to satisfy our unfunded commitments. As of September 30, 2017 and December 31, 2016, our unfunded commitments to provide funds to portfolio companies were as follows:~~contracts.

   As of
   September 30,
2017    December 31,
2016
   (in millions)
Unfunded Commitments
First Lien/Senior Secured Debt    $ 14.87    $ 6.80
First Lien/Last-Out Unitranche    –    –




Total
   $ 14.87    $ 6.80

~~RECENT DEVELOPMENTS~~

~~On October 31, 2017, our Board of Directors declared a quarterly distribution of $0.45 per share payable on January 16, 2018 to holders of record as of December 29, 2017.~~

On November 1, 2017, we and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from November 1, 2017 to January 2, 2018.

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”).~~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. ~~In addition to the discussion below,~~

For a description of our critical accounting policies, ~~are further described in the notes to the consolidated financial statements.~~

~~Valuation of Portfolio Investments~~

As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, at all times consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets within the meaning of the Investment Company Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”). Our valuation procedures are described in more detail below.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

~~The three-level hierarchy for fair value measurement is defined as follows:~~

~~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 type of financial instruments in this category includes 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.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.

~~(1)~~

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

~~(2)~~

Our Board of Directors 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 as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. 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 our Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

~~(3)~~

The Independent Valuation Advisors’ preliminary valuations are reviewed by our Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to our Investment Adviser’s valuations to ensure our Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Sub-Committee of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process;

~~(4)~~

~~The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;~~

~~(5)~~

The Audit Committee of our Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, our Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

~~(6)~~

Our Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of our investments in good faith, based on the input of our Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

~~Investment Transactions and Related Investment Income~~

We record our investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments are recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.

Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.

~~Non-Accrual Status~~

~~Loans or debt securities are placed on non-accrual status when it is probable that principal or interest will not~~ We consider the most significant accounting policies to be collected according to the contractual terms. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, principal and interest 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. As of September 30, 2017, we had two investments on non-accrual status, which represented 3.4% and 1.5% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $0.00 million) at amortized cost and at fair value, respectively. As of December 31, 2016, we had two investments on non-accrual status, which represented 3.8% and 1.4% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $0.00 million) at amortized cost and at fair value, respectively.

~~Distribution Policy~~

~~We intend to pay quarterly distributions~~those related to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor,Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and ~~no assurance can be given that we will be able to declare distributions in future periods.~~Income Taxes.

We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. To obtain and maintain RIC status, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The distributions we pay to our stockholders in a year may exceed our 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 specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. Stockholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.RECENT DEVELOPMENTS

~~We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if~~On May 1, 2024, our Board of Directors ~~declares~~declared a ~~cash~~quarterly distribution ~~each stockholder that has not “opted out”~~ of ~~our dividend reinvestment plan will have its distribution automatically reinvested in additional shares~~$0.45 per share payable on July 26, 2024 to holders of ~~our common stock rather than receiving~~record as of June 28, 2024.

In March 2024, the ~~cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject~~SEC adopted final rules requiring registrants to provide certain climate-related disclosures to the ~~same U.S. federal, state~~extent they are material. These rules require certain disclosures related to severe weather events and ~~local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which~~other natural conditions in notes to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.

~~Federal Income Taxes~~

As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. We generally will beaudited financial statements. These disclosures are required to ~~pay such U.S. federal excise tax if our distributions during a calendar~~be phased-in over multiple years beginning with fiscal year ~~do not exceed~~2025 for large accelerated filers followed by other filers. However, in April 2024, the ~~sum~~SEC stayed the implementation of ~~(1) 98%~~these rules, pending the outcome of ~~our net ordinary income (taking into account certain deferrals and elections) for~~litigation challenging the ~~calendar year, (2) 98.2%~~rules.

Table of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

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

As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, on a fair value basis, approximately ~~4.0%~~0.6% and ~~7.2%, respectively,~~0.1% of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately ~~96.0%~~99.4% and ~~92.8%, respectively,~~99.9% of our performing debt investments bore interest at a floating rate. Our borrowings under ~~the~~our Revolving Credit Facility bear interest at a floating rate and ~~the Convertible~~our 2025 Notes, 2026 Notes and 2027 Notes bear interest at a fixed 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 ~~September 30, 2017 balance sheet,~~March 31, 2024 Consolidated Statements of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:


As of September 30, 2017 Basis Point Change	Interest Income		Interest Expense		Net Income
*(in millions)*
As of March 31, 2024 Basis Point Change							Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	27.33	$	(9.32)	$	18.01	$	79.56		$	(16.15	)	$	63.41
Up 200 basis points		18.22		(6.21)		12.01		53.04			(10.77	)		42.27
Up 100 basis points		9.11		(3.11)		6.00		26.52			(5.38	)		21.14
Up 75 basis points		6.83		(2.33)		4.50		19.89			(4.04	)		15.85
Up 50 basis points		4.55		(1.55)		3.00		13.26			(2.69	)		10.57
Up 25 basis points		2.27		(0.78)		1.49		6.63			(1.35	)		5.28
Down 25 basis points		(2.04)		0.78		(1.26)		(6.63	)		1.35			(5.28	)
Down 50 basis points		(2.51)		1.55		(0.96)		(13.26	)		2.69			(10.57	)
Down 75 basis points		(2.56)		2.33		(0.23)		(19.89	)		4.04			(15.85	)
Down 100 basis points		(2.58)		3.11		0.53		(26.52	)		5.38			(21.14	)
Down 200 basis points		(2.59)		3.83		1.24		(53.04	)		10.77			(42.27	)
Down 300 basis points		(2.59)		3.83		1.24		(79.54	)		16.15			(63.39	)

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.

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

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

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

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

Table of Contents

PART II – OTHER INFORMATION

~~Item~~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.

~~Item 1A. Risk Factors.~~

An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item ~~1A:~~1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, ~~2016,~~2023, which was filed with the SEC on February 28, ~~2017.~~2024. Additional risks and uncertainties not currently known to ~~the Company~~us or that itwe currently ~~deems~~deem to be immaterial may materially affect ~~its~~our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~None.

~~None.~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~Item 3. Defaults Upon Senior Securities.~~

Not applicable.

~~Item~~ITEM 4. ~~Mine Safety Disclosures.~~MINE SAFETY DISCLOSURES.

Not applicable.

~~Item~~ITEM 5. ~~Other Information.~~OTHER INFORMATION.

~~On November 1, 2017, we and Cal Regents, as members~~

(a)

None.

(b)

None.

(c)

During the three months ended March 31, 2024, no director or officer of the ~~Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of ~~the Senior Credit Fund to extend the investment period for the Senior Credit Fund from November 1, 2017 to January 2, 2018. See Exhibit 10.3 to this Quarterly Report on Form 10-Q.~~Regulation S-K.

ITEM 6. EXHIBITS

~~Item 6. Exhibits.~~

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

~~INDEX TO EXHIBITS~~Table of Contents


EXHIBIT NO.		EXHIBITS
~~EXHIBIT~~ ~~NO.~~	~~DESCRIPTION OF EXHIBITS~~
3.1
~~3.1~~	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit ~~(a) to pre-effective Amendment No. 7~~3.1 to the Company’s ~~Registration Statement~~Current Report on Form ~~N-2 (file no. 333-187642)~~8-K (File No. 814-00998), filed on ~~March 3, 2015)~~October 13, 2020).

3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit ~~(a) to pre-effective Amendment No. 7~~3.1 to the Company’s ~~Registration Statement~~Current Report on Form ~~N-2 (file no. 333-187642)~~8-K (File No. 814-00998), filed on ~~March 3, 2015)~~December 20, 2021).

~~10.1~~ 4.1	~~Dividend Reinvestment Plan, amended~~Indenture, dated February 10, 2020, by and between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as ~~of August 1, 2017~~trustee (incorporated by reference to Exhibit ~~10.1~~4.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q (file no.~~8-K (File No. 814-00998), filed on ~~August 3, 2017)~~February 11, 2020).

~~10.2~~ 4.2	~~Second Amendment to Senior Credit Fund, LLC Limited Liability Company Agreement,~~Third Supplemental Indenture, dated as of ~~July 31, 2017~~March 11, 2024, relating to the 6.375% Notes due 2027, by and between ~~Goldman Sachs BDC, Inc.~~the Company and ~~Regents of the University of California~~Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit ~~10.2~~4.2 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q (file no.~~8-K (File No. 814-00998), filed on ~~August 3, 2017)~~March 11, 2024).

~~10.3~~ 4.3	~~Third amendment~~Form of 6.375% Notes due 2027 (incorporated by reference to ~~Senior Credit Fund, LLC Limited Liability Company Agreement, dated as of November 1, 2017, between Goldman Sachs BDC, Inc. and Regents of~~Exhibit 4.3 to the ~~University of California.~~Company’s Current Report on Form 8-K (File No. 814-00998), filed on March 11, 2024).

~~31.1~~ 31.1*	Certification of ~~Chief~~Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31.2~~ 31.2*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32.1~~ 32.1*	Certification of ~~Chief~~Co-Chief Executive Officer ~~and~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

Table of Contents

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 BDC, INC.

Date: ~~November 2, 2017~~May 7, 2024		/s/ ~~Brendan McGovern~~Alex Chi
		~~Brendan McGovern~~	Alex Chi ~~Chief~~Co-Chief Executive Officer and ~~President~~Co-President (~~Principal~~Co-Principal Executive Officer)

Date: ~~November 2, 2017~~May 7, 2024		/s/ ~~Jonathan Lamm~~David Miller
		~~Jonathan Lamm~~	David Miller Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer)

Date: May 7, 2024	/s/ Stanley Matuszewski
	Stanley Matuszewski Chief Financial Officer and Treasurer (Principal Financial Officer)


	September 30, 2017 (Unaudited)			December 31, 2016
Assets
Non-controlled/non-affiliated investments, at fair value (cost of $1,015,440 and $1,055,203, respectively)	$	989,904		$	1,004,793
Non-controlled affiliated investments, at fair value (cost of $107,223 and $89,715, respectively)		93,669			84,103
Controlled affiliated investments, at fair value (cost of $94,342 and $77,592, respectively)		95,114			78,394
Investments in affiliated money market fund (cost of $3 and $1, respectively)		3			1
Cash		11,967			4,565
Interest and dividends receivable from non-controlled/affiliated investments and non-controlled/non-affiliated investments		7,617			7,841
Dividend receivable from controlled affiliated investments		2,350			1,925
Other income receivable from controlled affiliated investments		1,096			2,212
Deferred financing costs		5,107			6,018
Deferred offering costs		160			605
Other assets		699			76

Total assets	$	1,207,686		$	1,190,533


Liabilities

Debt (net of debt issuance costs of $3,945 and $4,598, respectively)	$	443,805		$	498,152
Interest and other debt expenses payable		2,842			1,569
Management fees payable		4,369			4,406
Incentive fees payable		4,624			1,474
Distribution payable		18,049			16,349
Accrued offering costs		527			518
Directors’ fees payable		175			8
Accrued expenses and other liabilities		2,136			2,920

Total liabilities	$	476,527		$	525,396

Commitments and Contingencies (Note 7)

Net Assets

Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	–		$	–
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,109,905 and 36,331,662 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)		40			36
Paid-in capital in excess of par		801,048			719,847
Accumulated net realized gain (loss)		(64,362	)		(23,729	)
Accumulated undistributed net investment income		34,172			25,624
Net unrealized appreciation (depreciation) on investments		(38,318	)		(55,220	)
Allocated income tax expense		(1,421	)		(1,421	)

TOTAL NET ASSETS	$	731,159		$	665,137

TOTAL LIABILITIES AND NET ASSETS	$	1,207,686		$	1,190,533


Net asset value per share	$	18.23		$	18.31


	For the nine months ended September 30, 2017			For the nine months ended September 30, 2016
Increase (decrease) in net assets resulting from operations:
Net investment income	$	60,993		$	58,087
Net realized gain (loss) on investments		(40,633	)		(21,993	)
Net change in unrealized appreciation (depreciation) on investments		16,902			(1,030	)

Net increase (decrease) in net assets resulting from operations	$	37,262		$	35,064


Distributions to stockholders from:
Net investment income	$	(52,445	)	$	(49,023	)

Total distributions to stockholders	$	(52,445	)	$	(49,023	)


Capital transactions:
Issuance of common stock (3,737,500 and 0 shares, respectively)	$	80,288		$	–
Reinvestment of stockholder distributions (40,743 and 14,492 shares, respectively)		917			279

Net increase (decrease) in net assets resulting from capital transactions	$	81,205		$	279


TOTAL INCREASE (DECREASE) IN NET ASSETS	$	66,022		$	(13,680	)


Net assets at beginning of period	$	665,137		$	688,650

Net assets at end of period	$	731,159		$	674,970

Accumulated undistributed net investment income	$	34,172		$	23,415


Portfolio Company	Industry	Interest	Maturity		Par Amount		Cost			Fair Value

Investments at Fair Value – 161.21% # *

Corporate Debt⁽¹⁾ – 143.99%

1st Lien/Senior Secured Debt – 48.65%
Artesyn Embedded Technologies, Inc.⁽²⁾	Electronic Equipment, Instruments & Components	9.75%		10/15/2020	$	20,000	$	20,000		$	20,100
Continuum Managed Services LLC^{(+) (3)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2023		21,606		21,034			21,012
Continuum Managed Services LLC^{(3) (4) (5)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2023		1,800		(46	)		(49	)
Continuum Managed Services LLC^{(3) (4) (5)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2022		2,220		(57	)		(61	)
Dade Paper & Bag, LLC^{(+) (3) (6)}	Distributors	L + 7.50% (1.00% Floor)		06/10/2024		11,072		10,858			10,851
Elemica, Inc.^{(+) (6)}	Software	L + 8.00% (1.00% Floor)		07/07/2021		41,969		41,120			41,234
Elemica, Inc.^{(4) (5) (6)}	Software	L + 8.00% (1.00% Floor)		07/07/2021		6,000		(119	)		(105	)
Heligear Acquisition Co.^{(2) (6)}	Aerospace & Defense	10.25%		10/15/2019		17,500		17,352			17,762
Infinity Sales Group^{(+++) (6)}	Media	L + 10.50% (1.00% Floor)		11/21/2018		29,273		29,096			27,809
Iracore International Holdings, Inc.^{^ (+) (6)}	Energy Equipment & Services	L + 9.00% (1.00% Floor)		04/12/2021		3,389		3,389			3,389
Kawa Solar Holdings Limited^{^ (+++) (6) (7) (12)}	Construction & Engineering	L + 8.00% PIK		07/02/2018		10,483		10,372			9,671
Kawa Solar Holdings Limited^{^ (6) (7) (8) (12)}	Construction & Engineering			07/02/2018		3,643		1,126			—
Legacy Buyer Corp.^{(+++) (6)}	Health Care Providers & Services	L + 8.00% (1.00% Floor)		10/24/2019		24,689		24,445			24,195
Legacy Buyer Corp.^{(4) (5) (6)}	Health Care Providers & Services	L + 8.00% (1.00% Floor)		10/24/2019		2,500		(25	)		(50	)
Madison-Kipp Corporation^{(+) (6)}	Machinery	L + 9.00% (1.00% Floor)		05/26/2020		33,540		33,135			33,372
Netvoyage Corporation^{(+) (3) (6)}	Software	L + 9.50% (1.00% Floor)		03/24/2022		7,849		7,704			7,711
Netvoyage Corporation^{(3) (4) (5) (6)}	Software	L + 9.50% (1.00% Floor)		03/24/2022		654		(12	)		(11	)
SF Home Décor, LLC^{(+++) (3)}	Household Products	L + 9.50% (1.00% Floor)		07/13/2022		21,133		20,518			20,499
The Merit Distribution Group, LLC^{(+++) (6)}	Distributors	L + 11.25% (0.50% Floor)		04/08/2021		24,250		23,777			24,250
US Med Acquisition, Inc.^{(+++) (6)}	Health Care Equipment & Supplies	L + 9.00% (1.00% Floor)		08/13/2021		30,341		29,905			29,431
Vexos, Inc.^{(+++) (6)}	Electronic Equipment, Instruments & Components	L + 9.50% (1.00% Floor)		10/09/2019		37,797		37,426			36,474
Xactly Corporation^{(+) (3)}	Internet Software & Services	L + 7.25% (1.00% Floor)		07/29/2022		19,800		19,415			19,404
Xactly Corporation^{(3) (4) (5)}	Internet Software & Services	L + 7.25% (1.00% Floor)		07/29/2022		1,697		(33	)		(34	)
Yasso, Inc.^{(++) (3) (6)}	Food Products	L + 7.75% (1.00% Floor)		03/23/2022		9,055		8,889			8,873

Total 1st Lien/Senior Secured Debt								359,269			355,727

1st Lien/Last-Out Unitranche⁽⁹⁾ – 37.53%
Associations, Inc.^{(+++) (6)}	Real Estate Management & Development	L + 7.00% (1.00% Floor)		12/23/2019		57,690		57,109			57,402
Avenue Stores, LLC^{(+) (6)}	Specialty Retail	L + 8.00% (1.00% Floor)		09/19/2019		30,000		29,657			30,000
Bolttech Mannings, Inc.^{(+++) (6)}⁽¹⁰⁾	Commercial Services & Supplies	L + 7.75% (1.00% Floor)		12/21/2018		40,342		40,095			17,347
Intelligent Document Solutions, Inc.^{(+++) (3)}	Diversified Financial Services	L + 8.25% (1.00% Floor)		08/31/2022		11,900		11,607			11,602
Mervin Manufacturing, Inc.^{(+++) (6)}	Leisure Equipment & Products	L + 7.50% (1.00% Floor)		10/10/2019		11,165		11,055			10,327
myON, LLC^{(+) (3) (6)}	Internet Software & Services	L + 8.50% (1.00% Floor)		02/17/2022		7,100		6,972			6,976
NTS Communications, Inc.^{^ (+++) (6)}	Diversified Telecommunication Services	L + 9.00% (1.25% Floor) PIK		06/06/2019		56,928		53,950			49,243
Pro-Pet, LLC^{(+) (6)}	Household Products	L + 7.25% (0.75% Floor)		11/21/2019		31,600		31,214			29,546
Smarsh, Inc.^{(+) (3) (6)}	Software	L + 7.88% (1.00% Floor)		03/31/2021		17,756		17,463			17,445
The Service Companies Inc.^{(+++) (6)}	Professional Services	L + 10.25% (1.00% Floor)		03/26/2019		45,085		44,752			44,521

Total 1st Lien/Last-Out Unitranche								303,874			274,409

2nd Lien/Senior Secured Debt – 57.36%
American Dental Partners, Inc.^{(+++) (3) (6)}	Health Care Providers & Services	L + 8.50% (1.00% Floor)		09/25/2023		8,500		8,300			8,309
ASC Acquisition Holdings, LLC^{(+++) (6)}	Distributors	L + 13.00% (1.00% Floor)		12/15/2022		30,000		29,249			30,000
Country Fresh Holdings, LLC^{(+++) (3)}	Food Products	L + 8.75% (1.00% Floor)		10/02/2023		9,400		9,216			9,212
DiscoverOrg, LLC⁽⁺⁾	Software	L + 8.50% (1.00% Floor)		02/23/2024		59,500		58,374			58,905



Portfolio Company		LLC Interest		Cost		Fair Value

Investment Funds & Vehicles⁽¹⁾ – 13.01%
Senior Credit Fund, LLC^{^^ (7)}		$	94,342	$	94,342	$	95,114

Total Investment Funds & Vehicles					94,342		95,114

	Yield	Shares		Cost		Fair Value

Investments in Affiliated Money Market Fund⁽¹⁾– 0.00% #*
Goldman Sachs Financial Square Government Fund - Institutional Shares	0.91%⁽¹¹⁾		3,420		3		3

Total Investments in Affiliated Money Market Fund					3		3

TOTAL INVESTMENTS – 161.21%				$	1,217,008	$	1,178,690

LIABILITIES IN EXCESS OF OTHER ASSETS – (61.21%)						$	(447,531	)

NET ASSETS – 100.00%						$	731,159


	Fair Value as of December 31, 2016		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾			Net Realized Gains/ (Losses)			Change in Unrealized Gains/ (Losses)			Fair Value as of September 30, 2017		Dividend, Interest and PIK Income		Other Income
Controlled Affiliates

Senior Credit Fund, LLC⁽¹⁾	$	78,394	$	16,750	$	–		$	–		$	(30	)	$	95,114	$	7,250	$	1,096
Total Controlled Affiliates	$	78,394	$	16,750	$	–		$	–		$	(30	)	$	95,114	$	7,250	$	1,096
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾	$	1	$	253,829	$	(253,827	)	$	–		$	–		$	3	$	20	$	–
CB-HDT Holdings, Inc.		18,510		184		–			–			1,254			19,948		284		–
Conergy Asia Holdings, Ltd		–		5,300		–			–			(1,226	)		4,074		–		–
Iracore International Holdings, Ltd		–		10,392		–			–			(790	)		9,602		164		–
Kawa Solar Holdings Limited		15,917		3,927		(5,025	)		(2,495	)		(2,653	)		9,671		1,072		–
Prairie Provident Resources, Inc.		2,178		–		–			–			(1,047	)		1,131		–		–
NTS Communications, Inc.		47,498		5,225		–			–			(3,480	)		49,243		5,243		19
Total Non-Controlled Affiliates	$	84,104	$	278,857	$	(258,852	)	$	(2,495	)	$	(7,942	)	$	93,672	$	6,783	$	19
Total Affiliates	$	162,498	$	$295,607	$	(258,852	)	$	(2,495	)	$	(7,972	)	$	188,786	$	14,033	$	1,115


	Fair Value as of December 31, 2015		Gross Additions⁽⁴⁾		Gross Reductions⁽⁵⁾			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of December 31, 2016		Dividend, Interest and PIK Income		Other Income
Controlled Affiliates

Senior Credit Fund, LLC⁽¹⁾	$	44,897	$	31,425	$	–		$	–	$	2,072		$	78,394	$	6,575	$	2,212
Total Controlled Affiliates	$	44,897	$	31,425	$	–		$	–	$	2,072		$	78,394	$	6,575	$	2,212
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾	$	10,117	$	381,895	$	(392,011	)	$	–	$	–		$	1	$	37	$	–
CB-HDT Holdings, Inc.		–		15,694		–			–		2,816			18,510		18		–
Kawa Solar Holdings Limited		–		15,931		–			–		(14	)		15,917		851		–
Prairie Provident Resources, Inc.⁽³⁾		4,048		–		–			–		(1,870	)		2,178		–		–
NTS Communications, Inc.		–		42,929		–			–		4,569			47,498		1,669		13
Total Non-Controlled Affiliates	$	14,165	$	456,449	$	(392,011	)	$	–	$	5,501		$	84,104	$	2,575	$	13
Total Affiliates	$	59,062	$	487,874	$	(392,011	)	$	–	$	7,573		$	162,498	$	9,150	$	2,225


	September 30, 2017				December 31, 2016
Member	Subscribed to fund		Contributed		Subscribed to fund		Contributed
Company	$	100,000	$	94,342	$	100,000	$	77,592
Cal Regents		100,000		94,342		100,000		77,592
Total	$	200,000	$	188,684	$	200,000	$	155,184


	As of
	September 30, 2017		December 31, 2016
Selected Balance Sheet Information
Total investments, at fair value	$	476,379	$	481,468
Cash and other assets		29,402		10,930
Total assets	$	505,781	$	492,398

Debt⁽¹⁾	$	306,590	$	300,574
Other liabilities		8,963		35,036
Total liabilities	$	315,553	$	335,610
Members’ equity		190,228		156,788
Total liabilities and members’ equity	$	505,781	$	492,398


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2017			2016		2017			2016
Selected Statements of Operations Information:
Total investment income	$	9,535		$	6,905	$	28,140		$	18,220

Expenses
Interest and other debt expenses		3,482			2,308		10,132			6,582
Excess loan origination and structuring fees		350			1,109		1,096			1,712
Professional fees		176			90		485			297
Administration and custodian fees		103			81		299			240
Other expenses		36			26		88			52
Total expenses	$	4,147		$	3,614	$	12,100		$	8,883
Total net income		5,388			3,291		16,040			9,337
Net realized gain (loss) on investments		29			–		106			–
Net change in unrealized appreciation (depreciation) on investments		(135	)		1,829		(1,706	)		3,823
Net increase (decrease) in members’ equity	$	5,282		$	5,120	$	14,440		$	13,160


Level 3	Beginning Balance as of January 1, 2016		Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out			Ending Balance as of September 30, 2016
1st Lien/Senior Secured Debt	$	362,331	$	99,430	$	–		$	611		$	(80,300	)	$	1,050	$	–	$	–		$	383,122
1st Lien/Last-Out Unitranche		305,727		53,379		123			(11,375	)		(34,407	)		999		–		–			314,446
2nd Lien/Senior Secured Debt		257,701		79,808		(22,116	)		(6,762	)		(73,138	)		1,368		–		(16,800	)		220,061
Preferred Stock		24,872		10,686		–			1,454			–			–		–		(4,791	)		32,221
Common Stock		–		2,395		–			4,443			–			–		–		(4,446	)		2,392
Total assets	$	950,631	$	245,698	$	(21,993	)	$	(11,629	)	$	(187,845	)	$	3,417	$	–	$	(26,037	)	$	952,242


	Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017		Nine Months Ended September 30, 2016
Borrowing interest expense	$	1,294		N/A	$	3,881		N/A
Accretion of OID		31		N/A		92		N/A
Amortization of debt issuance costs		189		N/A		562		N/A
Total	$	1,514		N/A	$	4,535		N/A


	September 30, 2017							December 31, 2016
	Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾			Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
Continuum Managed Services LLC		06/08/2019	$	1,800	$	(49	)		–	$	–	$	–
Legacy Buyer Corp.		10/24/2019		2,500		(50	)		10/24/2019		800		(28	)
Elemica, Inc.		07/07/2021		6,000		(105	)		07/07/2021		6,000		(135	)
Netvoyage Corporation		03/24/2022		654		(11	)		–		–		–
Continuum Managed Services LLC		06/08/2022		2,220		(61	)		–		–		–
Xactly Corporation		07/29/2022		1,697		(34	)		–		–		–
Total 1st Lien/Senior Secured Debt				14,871		(310	)				6,800		(163	)
Total			$	14,871	$	(310	)			$	6,800	$	(163	)


	For the Nine Months Ended September 30, 2017			For the Nine Months Ended September 30, 2016
Per Share Data:⁽¹⁾
NAV, beginning of period	$	18.31		$	18.97
Net investment income (loss)	$	1.60		$	1.60
Net realized and unrealized gains (losses)	$	(0.65	)	$	(0.64	)

Net increase (decrease) in net assets resulting from operations		0.95			0.96

Issuance of common stock, net of underwriting and offering costs		0.32			–
Distributions declared from net investment income⁽²⁾		(1.35	)		(1.35	)

Total increase (decrease) in net assets		(0.08	)		(0.39	)

NAV, end of period	$	18.23		$	18.58


Market price, end of period	$	22.82		$	21.77
Shares outstanding, end of period		40,109,905			36,321,374
Weighted average shares outstanding		38,130,304			36,312,852
Total return based on NAV⁽³⁾		5.74%			4.89%
Total return based on market value⁽⁴⁾		3.04%			22.70%

Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period	$	731,159		$	674,970
Ratio of net expenses to average net assets⁽⁵⁾		7.98%			7.17%
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets⁽⁵⁾		3.40%			3.44%
Ratio of interest and other debt expenses to average net assets⁽⁶⁾		2.74%			1.96%
Ratio of incentive fees to average net assets⁽⁶⁾		1.84%			1.77%
Ratio of total expenses to average net assets⁽⁵⁾		7.98%			7.17%
Ratio of net investment income to average net assets⁽⁵⁾⁽⁷⁾		11.69%			11.45%
Average debt outstanding	$	464,395		$	460,469
Average debt per share⁽⁸⁾	$	12.18		$	12.68
Portfolio turnover		41%			13%


	September 30, 2017				December 31, 2016
	Subscribed to fund		Contributed		Subscribed to fund		Contributed
	*( in millions)*				*( in millions)*
Company	$	100.00	$	94.34	$	100.00	$	77.59
Cal Regents		100.00		94.34		100.00		77.59

Total	$	200.00	$	188.68	$	200.00	$	155.18


	Payments Due by Period (Millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Revolving Credit Facility	$	332.75	$	–	$	–	$	332.75	$	–
Convertible Notes	$	115.00	$	–	$	–	$	115.00	$	–