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Goldman Sachs Private Middle Market Credit

Filed: 4 Nov 21, 4:02pm

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2021

or

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

Commission file number: 000-55660

 

Goldman Sachs Private Middle Market Credit LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Delaware

81-3233378

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

200 West Street, New York, New York

10282

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 902-0300

 

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

Not Applicable

 

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

 

 

 

 

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange

on which registered

None

 

None

 

None

 

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

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

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

 

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

Smaller reporting company:

Emerging growth company:

 

 

 

 

 

 

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

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

 

As of November 4, 2021, there were 10,687,877 units of the limited liability company’s common units outstanding.

 

 


Table of Contents

 

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

INDEX

 

 

PAGE

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

 

3

PART I

 

FINANCIAL INFORMATION

 

 

4

ITEM 1.

 

Financial Statements (Unaudited)

 

 

4

 

 

Consolidated Statements of Financial Condition

 

 

4

 

 

Consolidated Statements of Operations

 

 

5

 

 

Consolidated Statements of Changes in Members’ Capital

 

 

6

 

 

Consolidated Statements of Cash Flows

 

 

7

 

 

Consolidated Schedules of Investments

 

 

8

 

 

Notes to the Consolidated Financial Statements

 

 

17

ITEM 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

34

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

47

ITEM 4.

 

Controls and Procedures

 

 

48

 

 

 

 

PART II

 

OTHER INFORMATION

 

 

48

ITEM 1.

 

Legal Proceedings

 

 

48

ITEM 1A.

 

Risk Factors

 

 

48

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

51

ITEM 3.

 

Defaults Upon Senior Securities

 

 

51

ITEM 4.

 

Mine Safety Disclosures

 

 

51

ITEM 5.

 

Other Information

 

 

51

ITEM 6.

 

Exhibits

 

 

51

 

 

 

SIGNATURES

 

 

52

 

 

 

 

2


Table of Contents

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2020 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we 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 Section 21E(b)(2)(B) 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 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

our future operating results;
the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic;
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, including the effect of the current COVID-19 pandemic;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
the impact of increased competition;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the ability of our current and prospective portfolio companies to achieve their objectives;
the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company;
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, including the decommissioning of London InterBank Offered Rate (“LIBOR”);
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 (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);
actual and potential conflicts of interest with the Investment Adviser and its affiliates;
the ability of the Investment Adviser to attract and retain highly talented professionals;
the impact on our business from new or amended legislation or regulations;
the availability of credit and/or our ability to access the equity and capital markets; and
currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars.

 

 

 

 

 

 

3


Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

 

 

 

September 30, 2021
(Unaudited)

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (cost of $887,776 and $1,286,255)

 

$

854,443

 

 

$

1,250,276

 

Non-controlled affiliated investments (cost of $5,254 and $5,254)

 

 

6,538

 

 

 

6,029

 

Total investments, at fair value (amortized cost of $893,030 and $1,291,509)

 

$

860,981

 

 

$

1,256,305

 

Investments in affiliated money market fund (cost of $0 and $144,658)

 

 

 

 

 

144,658

 

Cash

 

 

132,966

 

 

 

25,384

 

Receivable for investments sold

 

 

206

 

 

 

469

 

Interest and dividends receivable

 

 

7,359

 

 

 

11,127

 

Deferred financing costs

 

 

2,840

 

 

 

3,788

 

Unrealized appreciation on foreign currency forward contracts

 

 

19

 

 

 

 

Other assets

 

 

49

 

 

 

333

 

Total assets

 

$

1,004,420

 

 

$

1,442,064

 

Liabilities

 

 

 

 

 

 

Debt

 

$

377,820

 

 

$

471,075

 

Interest and other debt expenses payable

 

 

3,320

 

 

 

4,223

 

Management fees payable

 

 

2,409

 

 

 

3,244

 

Incentive fees payable

 

 

48,830

 

 

 

38,339

 

Distribution payable

 

 

 

 

 

113,000

 

Unrealized depreciation on foreign currency forward contracts

 

 

 

 

 

164

 

Directors’ fees payable

 

 

61

 

 

 

3

 

Accrued expenses and other liabilities

 

 

1,436

 

 

 

2,298

 

Total liabilities

 

$

433,876

 

 

$

632,346

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Members’ capital

 

 

 

 

 

 

Preferred units (0 units issued and outstanding)

 

$

 

 

$

 

Common units (10,687,877 and 10,687,877 units issued and outstanding as of September 30, 2021 and December 31, 2020)

 

 

713,808

 

 

 

1,012,430

 

Distributable earnings

 

 

(143,264

)

 

 

(202,712

)

Total members’ capital

 

$

570,544

 

 

$

809,718

 

Total liabilities and members’ capital

 

$

1,004,420

 

 

$

1,442,064

 

Net asset value per unit

 

$

53.38

 

 

$

75.76

 

 

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

4


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

Investment income:

 

 

 

 

 

 

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

23,211

 

 

$

28,555

 

 

$

74,592

 

 

$

89,174

 

Payment-in-kind income

 

 

1,261

 

 

 

1,414

 

 

 

4,079

 

 

 

3,347

 

Other income

 

 

320

 

 

 

880

 

 

 

852

 

 

 

1,372

 

From non-controlled affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

596

 

 

 

 

 

 

1,837

 

Dividend income

 

 

67

 

 

 

36

 

 

 

167

 

 

 

162

 

Other income

 

 

 

 

 

6

 

 

 

 

 

 

70

 

Total investment income

 

$

24,859

 

 

$

31,487

 

 

$

79,690

 

 

$

95,962

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other debt expenses

 

$

4,029

 

 

$

4,996

 

 

$

12,920

 

 

$

19,793

 

Management fees

 

 

2,409

 

 

 

3,489

 

 

 

8,389

 

 

 

10,186

 

Incentive fees

 

 

1,912

 

 

 

18,908

 

 

 

10,491

 

 

 

5,022

 

Professional fees

 

 

151

 

 

 

338

 

 

 

626

 

 

 

1,002

 

Directors’ fees

 

 

62

 

 

 

62

 

 

 

183

 

 

 

185

 

Other general and administrative expenses

 

 

373

 

 

 

490

 

 

 

1,148

 

 

 

1,457

 

Total expenses

 

$

8,936

 

 

$

28,283

 

 

$

33,757

 

 

$

37,645

 

Net investment income

 

$

15,923

 

 

$

3,204

 

 

$

45,933

 

 

$

58,317

 

Net realized and unrealized gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) from:

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

$

7

 

 

$

 

 

$

7,523

 

 

$

1

 

Foreign currency forward contracts

 

 

(22

)

 

 

35

 

 

 

(101

)

 

 

131

 

Foreign currency transactions

 

 

190

 

 

 

36

 

 

 

216

 

 

 

11

 

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(6,214

)

 

 

22,001

 

 

 

2,646

 

 

 

(28,568

)

Non-controlled affiliated investments

 

 

(6

)

 

 

409

 

 

 

509

 

 

 

1,359

 

Foreign currency forward contracts

 

 

57

 

 

 

(148

)

 

 

183

 

 

 

(153

)

Foreign currency translations

 

 

970

 

 

 

(2,473

)

 

 

2,768

 

 

 

(2,552

)

Net realized and unrealized gains (losses)

 

$

(5,018

)

 

$

19,860

 

 

$

13,744

 

 

$

(29,771

)

(Provision) benefit for taxes on realized gain/loss on investments

 

$

 

 

$

 

 

$

(57

)

 

$

 

(Provision) benefit for taxes on unrealized appreciation/depreciation on investments

 

 

(70

)

 

 

(94

)

 

 

(172

)

 

 

(87

)

Net increase in members’ capital from operations

 

$

10,835

 

 

$

22,970

 

 

$

59,448

 

 

$

28,459

 

Weighted average units outstanding

 

 

10,687,877

 

 

 

10,687,877

 

 

 

10,687,877

 

 

 

10,530,164

 

Net investment income per unit (basic and diluted)

 

$

1.49

 

 

$

0.30

 

 

$

4.30

 

 

$

5.54

 

Earnings per unit (basic and diluted)

 

$

1.01

 

 

$

2.15

 

 

$

5.56

 

 

$

2.70

 

 

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

5


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ capital at beginning of period

 

$

726,709

 

 

$

927,519

 

 

$

809,718

 

 

$

878,133

 

Increase in members’ capital from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

15,923

 

 

$

3,204

 

 

$

45,933

 

 

$

58,317

 

Net realized gain

 

 

175

 

 

 

71

 

 

 

7,638

 

 

 

143

 

Net change in unrealized appreciation (depreciation)

 

 

(5,193

)

 

 

19,789

 

 

 

6,106

 

 

 

(29,914

)

(Provision) benefit for taxes on realized gain/loss on investments

 

 

 

 

 

 

 

 

(57

)

 

 

 

(Provision) benefit for unrealized appreciation/depreciation on investments

 

 

(70

)

 

 

(94

)

 

 

(172

)

 

 

(87

)

Net increase in members’ capital from operations

 

$

10,835

 

 

$

22,970

 

 

$

59,448

 

 

$

28,459

 

Distributions to unitholders from:

 

 

 

 

 

 

 

 

 

 

 

 

Return of capital

 

$

(167,000

)

 

$

(25,000

)

 

$

(298,622

)

 

$

(25,000

)

Total distributions to unitholders

 

$

(167,000

)

 

$

(25,000

)

 

$

(298,622

)

 

$

(25,000

)

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of units

 

$

 

 

$

 

 

$

 

 

$

43,897

 

Net increase in members’ capital from capital transactions

 

$

 

 

$

 

 

$

 

 

$

43,897

 

Total increase (decrease) in members’ capital

 

$

(156,165

)

 

$

(2,030

)

 

$

(239,174

)

 

$

47,356

 

Members’ capital at end of period

 

$

570,544

 

 

$

925,489

 

 

$

570,544

 

 

$

925,489

 

Distributions declared per unit

 

$

15.63

 

 

$

2.34

 

 

$

27.94

 

 

$

2.34

 

 

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

6


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net increase in Members’ Capital from operations:

 

$

59,448

 

 

$

28,459

 

Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities:

 

 

 

 

 

 

Purchases of investments

 

 

(100,334

)

 

 

(34,463

)

Payment-in-kind interest capitalized

 

 

(3,078

)

 

 

(2,211

)

Investments in affiliated money market fund, net

 

 

144,658

 

 

 

(66,524

)

Proceeds from sales of investments and principal repayments

 

 

519,451

 

 

 

106,959

 

Net realized (gain) loss

 

 

(8,281

)

 

 

4

 

Net change in unrealized (appreciation) depreciation on investments

 

 

(3,155

)

 

 

27,209

 

Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions

 

 

1

 

 

 

126

 

Amortization of premium and accretion of discount, net

 

 

(9,279

)

 

 

(4,682

)

Amortization of deferred financing costs

 

 

992

 

 

 

1,107

 

Change in operating assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in receivable for investments sold

 

 

263

 

 

 

(354

)

(Increase) decrease in interest and dividends receivable

 

 

3,768

 

 

 

(4,165

)

(Increase) decrease in other assets

 

 

284

 

 

 

(136

)

Increase (decrease) in interest and other debt expenses payable

 

 

(944

)

 

 

(2,623

)

Increase (decrease) in management fees payable

 

 

(835

)

 

 

94

 

Increase (decrease) in incentive fees payable

 

 

10,491

 

 

 

5,022

 

Increase (decrease) in directors’ fees payable

 

 

58

 

 

 

61

 

Increase (decrease) in accrued expenses and other liabilities

 

 

(862

)

 

 

(83

)

Net cash provided by (used for) operating activities

 

$

612,646

 

 

$

53,800

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of common units

 

$

 

 

$

43,897

 

Distributions paid

 

 

(411,622

)

 

 

(45,368

)

Financing costs paid

 

 

(3

)

 

 

(2,057

)

Repayments of debt

 

 

(93,255

)

 

 

(43,417

)

Net cash provided by (used for) financing activities

 

$

(504,880

)

 

$

(46,945

)

Net increase (decrease) in cash

 

 

107,766

 

 

 

6,855

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

(184

)

 

 

27

 

Cash, beginning of period

 

 

25,384

 

 

 

17,681

 

Cash, end of period

 

$

132,966

 

 

$

24,563

 

Supplemental and non-cash activities

 

 

 

 

 

 

Interest expense paid

 

$

12,646

 

 

$

19,869

 

Exchange of investments

 

$

 

 

$

13,769

 

 

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

7


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

 

Investment #

Industry

Interest
Rate (+)

Reference Rate and
Spread (+)

Floor
(+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

1st Lien/Senior Secured Debt - 90.06%

 

 

 

 

 

 

 

 

 

 

 

 

Brillio, LLC

IT Services

5.75%

L + 4.75%

1.00%

02/06/25

$

6,833

 

$

6,791

 

$

6,833

 

 (1) (2) (3)

Brillio, LLC

IT Services

5.75%

L + 4.75%

1.00%

02/06/25

 

1,145

 

 

1,145

 

 

1,145

 

 (1) (3)

Businessolver.com, Inc.

Health Care Technology

8.50%

L + 7.50%

1.00%

05/15/23

 

31,795

 

 

31,557

 

 

31,795

 

 (1) (2) (3)

Businessolver.com, Inc.

Health Care Technology

8.50%

L + 7.50%

1.00%

05/15/23

 

4,769

 

 

4,731

 

 

4,769

 

 (1) (2) (3)

Businessolver.com, Inc.

Health Care Technology

 

L + 7.50%

1.00%

05/15/23

 

3,984

 

 

(26

)

 

 

 (1) (2) (3) (4)

CorePower Yoga LLC

Diversified Consumer Services

8.00%

L + 7.00% (incl. 5.00% PIK)

1.00%

05/14/25

 

15,649

 

 

15,475

 

 

13,028

 

 (1) (2) (3)

CorePower Yoga LLC

Diversified Consumer Services

 

L + 7.00% (incl. 5.00% PIK)

1.00%

05/14/25

 

1,070

 

 

(12

)

 

(179

)

 (1) (2) (3) (4)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

23,778

 

 

27,222

 

 

27,749

 

 (1) (2) (3)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

 

15,362

 

 

15,190

 

 

15,477

 

 (1) (2) (3)

Diligent Corporation

Professional Services

 

L + 6.25%

1.00%

08/04/25

 

1,900

 

 

(29

)

 

14

 

 (1) (2) (3) (4)

Experity, Inc.

Health Care Technology

6.25%

L + 5.50%

0.75%

07/22/27

 

33,678

 

 

33,518

 

 

33,513

 

 (1) (2)

Experity, Inc.

Health Care Technology

 

L + 5.50%

0.75%

07/22/27

 

2,972

 

 

(14

)

 

(15

)

 (1) (2) (4)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

6.75%

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

13,287

 

 

13,169

 

 

13,221

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

6.75%

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

2,655

 

 

2,632

 

 

2,642

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

6.75%

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

1,679

 

 

1,664

 

 

1,670

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

67

 

 

 

 

 

 (2) (3) (4)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

1,764

 

 

(15

)

 

(9

)

 (2) (3) (4)

Hollander Sleep & Décor (dba SureFit)

Household Products

10.75%

L + 9.75%

1.00%

07/13/23

 

26,343

 

 

25,940

 

 

25,553

 

 (1) (2) (3)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

45,158

 

 

44,660

 

 

45,158

 

 (1) (2) (3)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

8,317

 

 

8,215

 

 

8,317

 

 (1) (3)

iCIMS, Inc.

Software

 

L + 6.50%

1.00%

09/12/24

 

2,822

 

 

2,794

 

 

2,822

 

 (1) (3)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

6.75%

L + 5.75%

1.00%

04/02/25

 

33,724

 

 

33,114

 

 

33,471

 

 (1) (2) (3)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

 

L + 5.75%

1.00%

04/02/25

 

2,800

 

 

(47

)

 

(21

)

 (1) (2) (3) (4)

Lithium Technologies, Inc.

Interactive Media & Services

9.00%

L + 8.00%

1.00%

10/03/22

 

58,727

 

 

58,244

 

 

57,552

 

 (1) (2) (3)

Lithium Technologies, Inc.

Interactive Media & Services

 

L + 8.00%

1.00%

10/03/22

 

3,371

 

 

(26

)

 

(67

)

 (1) (2) (3) (4)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

L + 5.00%

1.00%

03/26/25

 

19,871

 

 

19,621

 

 

19,871

 

 (1) (2) (3)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

L + 5.00%

1.00%

03/26/25

 

101

 

 

99

 

 

101

 

 (1) (2) (3)

Mailgun Technologies, Inc.

Interactive Media & Services

 

L + 5.00%

1.00%

03/26/25

 

2,370

 

 

1

 

 

 

 (1) (2) (3) (4)

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

Health Care Technology

7.25%

L + 6.25%

1.00%

09/15/27

 

31,201

 

 

27,694

 

 

27,691

 

 (1) (2) (4)

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

Health Care Technology

 

L + 6.25%

1.00%

09/15/27

 

2,518

 

 

(50

)

 

(50

)

 (1) (2) (4)

Picture Head Midco LLC

Entertainment

8.25%

L + 7.25% (incl. 0.50% PIK)

1.00%

08/31/23

 

29,085

 

 

28,753

 

 

27,704

 

 (1) (2) (3)

 

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

 

 

 

8


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of September 30, 2021 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Floor
(+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Power Stop, LLC

Auto Components

4.58%

L + 4.50%

 

10/19/25

$

11,184

 

$

11,166

 

$

11,072

 

 (1) (2)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

10.25%

L + 9.25% (incl. 3.50% PIK)

1.00%

06/17/24

 

17,156

 

 

16,999

 

 

16,126

 

 (1) (2) (3)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

10.25%

L + 9.25% (incl. 3.50% PIK)

1.00%

06/17/24

 

1,237

 

 

1,226

 

 

1,163

 

 (1) (2) (3)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

10.25%

L + 9.25% (incl. 3.50% PIK)

1.00%

06/17/24

 

616

 

 

614

 

 

579

 

 (1) (2) (3)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

7.25%

L + 6.25%

1.00%

07/02/25

 

19,264

 

 

19,031

 

 

19,168

 

 (1) (2)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

6.25%

L + 5.50%

0.75%

06/29/27

 

13,261

 

 

13,068

 

 

13,062

 

 (1) (2)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

6.25%

L + 5.50%

0.75%

06/29/27

 

2,216

 

 

133

 

 

132

 

 (1) (2) (4)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

L + 5.50%

0.75%

06/29/27

 

443

 

 

(6

)

 

(7

)

 (1) (2) (4)

Wine.com, LLC

Beverages

8.00%

L + 7.00%

1.00%

11/14/24

 

9,600

 

 

9,488

 

 

9,600

 

 (1) (2) (3)

Wine.com, LLC

Beverages

8.00%

L + 7.00%

1.00%

11/14/24

 

2,300

 

 

2,260

 

 

2,300

 

 (1) (3)

Xactly Corporation

IT Services

8.25%

L + 7.25%

1.00%

07/31/23

 

40,879

 

 

40,495

 

 

40,879

 

 (1) (2) (3)

Xactly Corporation

IT Services

 

L + 7.25%

1.00%

07/31/23

 

2,554

 

 

(21

)

 

 

 (1) (2) (3) (4)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

516,463

 

 

513,829

 

 

1st Lien/Last-Out Unitranche (5) - 22.91%

 

 

 

 

 

 

 

 

Doxim, Inc.

Diversified Financial Services

7.00%

L + 6.00%

1.00%

02/28/24

$

30,617

 

$

30,158

 

$

30,311

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

7.00%

L + 6.00%

1.00%

02/28/24

 

23,681

 

 

23,335

 

 

23,444

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

8.00%

L + 7.00%

1.00%

02/28/24

 

5,933

 

 

5,810

 

 

5,844

 

 (1) (3)

Doxim, Inc.

Diversified Financial Services

9.00%

L + 8.00%

1.00%

02/28/24

 

4,649

 

 

4,544

 

 

4,683

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

9.00%

L + 8.00%

1.00%

02/28/24

 

3,452

 

 

3,385

 

 

3,478

 

 (1) (3)

Smarsh, Inc.

Interactive Media & Services

9.25%

L + 8.25%

1.00%

11/20/25

 

55,214

 

 

54,762

 

 

54,938

 

 (1) (2) (3)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

7.00%

L + 6.00% PIK

1.00%

03/21/24

 

12,888

 

 

12,888

 

 

7,990

 

 (2) (3)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

134,882

 

 

130,688

 

 

2nd Lien/Senior Secured Debt - 33.35%

 

 

 

 

 

 

 

 

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

10.00% PIK

 

11/11/25

$

12,850

 

$

11,531

 

$

3,791

 

 (1) (2) (3) (6)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

11.00% PIK

 

05/11/26

 

12,850

 

 

12,529

 

 

 

 (1) (2) (3) (6)

Genesis Acquisition Co. (dba ProCare Software)

Diversified Financial Services

7.65%

L + 7.50%

 

07/31/25

 

10,500

 

 

10,337

 

 

10,054

 

 (1) (2) (3)

Genesis Acquisition Co. (dba ProCare Software)

Diversified Financial Services

7.62%

L + 7.50%

 

07/31/25

 

3,061

 

 

2,961

 

 

2,931

 

 (1) (2) (3)

Genesis Acquisition Co. (dba ProCare Software)

Diversified Financial Services

7.65%

L + 7.50%

 

07/31/25

 

2,700

 

 

2,654

 

 

2,585

 

 (1) (2) (3)

Intelligent Medical Objects, Inc.

Health Care Technology

9.50%

L + 8.50%

1.00%

12/22/24

 

30,800

 

 

30,401

 

 

30,492

 

 (1) (2) (3)

National Spine and Pain Centers, LLC

Health Care Providers & Services

9.25%

L + 8.25%

1.00%

12/02/24

 

28,500

 

 

28,061

 

 

27,716

 

 (1) (2) (3)

Odyssey Logistics & Technology Corporation

Road & Rail

9.00%

L + 8.00%

1.00%

10/12/25

 

28,152

 

 

27,767

 

 

26,744

 

 (1) (2)

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

10.00%

L + 9.00%

1.00%

12/22/22

 

20,000

 

 

19,836

 

 

19,500

 

 (2) (3)

Spectrum Plastics Group, Inc.

Containers & Packaging

8.00%

L + 7.00%

1.00%

01/31/26

 

9,975

 

 

9,944

 

 

9,110

 

 (1) (2)

YI, LLC (dba Young Innovations)

Health Care Equipment & Supplies

8.75%

L + 7.75%

1.00%

11/07/25

 

22,903

 

 

22,487

 

 

22,445

 

 (1) (2) (3)

Zep Inc.

Chemicals

9.25%

L + 8.25%

1.00%

08/11/25

 

35,700

 

 

35,179

 

 

34,897

 

 (1) (2)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

213,687

 

 

190,265

 

 

Unsecured Debt - 0.92%

 

 

 

 

 

 

 

 

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

13.25%

13.25% PIK

 

12/21/22

$

5,595

 

$

5,576

 

$

5,245

 

 (3)

Total Unsecured Debt

 

 

 

 

 

 

 

 

5,576

 

 

5,245

 

 

 

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

 

 

 

9


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of September 30, 2021 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 Investment #

Industry

Interest
Rate

Initial
Acquisition
Date
(8)

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Preferred Stock - 2.11%

 

 

 

 

 

 

 

 

 

 

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

11.00% PIK

12/22/16

 

1,600

 

$

1,496

 

$

2,069

 

 (3) (7)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

 

05/23/19

 

11,486,738

 

 

6,010

 

 

 

 (2) (3) (7)

Wine.com, LLC

Beverages

 

11/14/18

 

337,425

 

 

2,900

 

 

7,920

 

 (1) (3) (7)

Wine.com, LLC

Beverages

 

03/03/21

 

78,199

 

 

1,933

 

 

2,044

 

 (1) (3) (7)

Total Preferred Stock

 

 

 

 

 

 

12,339

 

 

12,033

 

 

Common Stock - 1.56%

 

 

 

 

 

 

 

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B

Health Care Providers & Services

 

03/30/18

 

12,370

 

$

1,668

 

$

2,400

 

 ^^^ (1) (3)

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units

Health Care Providers & Services

 

03/30/18

 

11,675

 

 

232

 

 

785

 

 ^^^ (1) (3) (7) (9)

Country Fresh Holding Company Inc.

Food Products

 

04/29/19

 

986

 

 

1,232

 

 

 

 (1) (2) (3) (7)

Elah Holdings, Inc.

Capital Markets

 

05/09/18

 

69,386

 

 

3,354

 

 

3,353

 

 ^ (1) (3) (7)

National Spine and Pain Centers, LLC

Health Care Providers & Services

 

06/02/17

 

900

 

 

900

 

 

554

 

 (1) (3) (7)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

 

05/23/19

 

5,371,684

 

 

 

 

 

 (2) (3) (7)

Yasso, Inc.

Food Products

 

03/23/17

 

1,360

 

 

1,360

 

 

1,805

 

 (1) (3) (7)

Total Common Stock

 

 

 

 

 

 

8,746

 

 

8,897

 

 

Warrants - 0.00%

 

 

 

 

 

 

 

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

1,487

 

$

1,096

 

$

 

 (1) (3) (7)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

155

 

 

114

 

 

 

 (1) (3) (7)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

06/22/20

 

31

 

 

23

 

 

 

 (1) (3) (7)

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

 

12/22/16

 

44

 

 

104

 

 

24

 

 (3) (7)

Total Warrants

 

 

 

 

 

 

1,337

 

 

24

 

 

Total Investments - 150.91%

 

 

$

893,030

 

$

860,981

 

 

 

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

 

10


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of September 30, 2021 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

 

(+)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of September 30, 2021, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.24%, 0.16%, 0.13%, 0.11%, 0.08% and 0.07%, respectively. As of September 30, 2021, P was 3.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2021.

(++)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€").

#

Percentages are based on net assets.

^

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

^^^

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

(1)

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

(2)

All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.

(3)

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

(4)

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".

(5)

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.

(6)

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

(7)

Non-income producing security.

(8)

Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of September 30, 2021, the aggregate fair value of these securities is $20,954 or 3.67% of the Company's net assets. The initial acquisition dates have been included for such securities.

(9)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021 the aggregate fair value of these securities is $785 or 0.08% of the Company’s total assets.

 

PIK – Payment-In-Kind

 

 

 

0

ADDITIONAL INFORMATION

 

 

 

 

 

Foreign currency forward contracts

 

 

 

 

 

Counterparty

Currency Purchased

Currency Sold

Settlement

Unrealized Appreciation
(Depreciation)

 

Bank of America, N.A.

Euro 43

U.S. Dollar 51

10/05/21

$

(1

)

Bank of America, N.A.

U.S. Dollar 327

Euro 287

10/05/21

 

(5

)

Bank of America, N.A.

U.S. Dollar 290

Euro 244

01/06/22

 

7

 

Bank of America, N.A.

U.S. Dollar 284

Euro 238

04/06/22

 

6

 

Bank of America, N.A.

U.S. Dollar 287

Euro 241

07/06/22

 

6

 

Bank of America, N.A.

U.S. Dollar 291

Euro 244

10/06/22

 

6

 

 

 

 

 

$

19

 

 

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

 

 

11


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2020

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate and
Spread (+)

Floor
(+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

1st Lien/Senior Secured Debt - 94.84%

 

 

 

 

 

 

 

 

 

 

 

Associations, Inc.

Real Estate Management & Development

8.00%

L + 7.00% (incl. 3.00% PIK)

1.00%

07/30/24

$

21,093

 

$

20,932

 

$

20,566

 

 (1) (2) (3)

Associations, Inc.

Real Estate Management & Development

8.00%

L + 7.00% (incl. 3.00% PIK)

1.00%

07/30/24

 

4,607

 

 

4,506

 

 

4,426

 

 (1) (2) (3) (4)

Associations, Inc.

Real Estate Management & Development

7.00%

L + 6.00%

1.00%

07/30/24

 

886

 

 

879

 

 

864

 

 (1) (2) (3)

Brillio, LLC

IT Services

5.75%

L + 4.75%

1.00%

02/06/25

 

6,885

 

 

6,835

 

 

6,833

 

 (1) (2) (3)

Brillio, LLC

IT Services

5.75%

L + 4.75%

1.00%

02/06/25

 

2,330

 

 

1,165

 

 

1,148

 

 (1) (3) (4)

Businessolver.com, Inc.

Health Care Technology

8.50%

L + 7.50%

1.00%

05/15/23

 

31,875

 

 

31,536

 

 

31,477

 

 (1) (2) (3)

Businessolver.com, Inc.

Health Care Technology

8.50%

L + 7.50%

1.00%

05/15/23

 

4,781

 

 

4,726

 

 

4,721

 

 (1) (2) (3)

Businessolver.com, Inc.

Health Care Technology

 

L + 7.50%

1.00%

05/15/23

 

3,984

 

 

(39

)

 

(50

)

 (1) (2) (3) (4)

CorePower Yoga LLC

Diversified Consumer Services

7.00%

L + 6.00% (incl. 1.25% PIK)

1.00%

05/14/25

 

15,296

 

 

15,109

 

 

12,849

 

 (1) (2)

CorePower Yoga LLC

Diversified Consumer Services

7.00%

L + 6.00% (incl. 1.25% PIK)

1.00%

05/14/25

 

1,070

 

 

1,058

 

 

899

 

 (1) (2)

DDS USA Holding, Inc.

Health Care Equipment & Supplies

6.75%

L + 5.75%

1.00%

06/30/22

 

5,673

 

 

5,660

 

 

5,630

 

 (1) (2) (3)

DDS USA Holding, Inc.

Health Care Equipment & Supplies

7.06%

L + 5.75%

1.00%

06/30/22

 

4,858

 

 

4,847

 

 

4,822

 

 (1) (2) (3)

DDS USA Holding, Inc.

Health Care Equipment & Supplies

 

L + 5.75%

1.00%

06/30/22

 

1,625

 

 

(3

)

 

(12

)

 (1) (2) (3) (4)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

23,958

 

 

27,372

 

 

28,610

 

 (1) (2) (3)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

 

15,479

 

 

15,277

 

 

15,131

 

 (1) (2) (3)

Diligent Corporation

Professional Services

 

L + 6.25%

1.00%

08/04/25

 

1,900

 

 

(34

)

 

(43

)

 (1) (2) (3) (4)

DocuTAP, Inc.

Health Care Technology

6.50%

L + 5.50%

1.00%

05/12/25

 

36,841

 

 

36,135

 

 

36,104

 

 (1) (2) (3)

Empirix, Inc.

Diversified Telecommunication Services

7.25%

L + 6.25%

1.00%

09/25/24

 

33,047

 

 

32,656

 

 

32,139

 

 (1) (2) (3)

Empirix, Inc.

Diversified Telecommunication Services

 

L + 6.25%

1.00%

09/25/23

 

1,900

 

 

(18

)

 

(52

)

 (1) (2) (3) (4)

Fenergo Finance 3 Limited

Diversified Financial Services

7.00%

L + 6.00%

1.00%

09/05/24

26,900

 

 

30,899

 

 

32,452

 

 (1) (2) (3) (5)

Fenergo Finance 3 Limited

Diversified Financial Services

 

L + 6.00%

1.00%

09/05/24

 

1,785

 

 

(19

)

 

(22

)

 (1) (2) (3) (4) (5)

Fenergo Finance 3 Limited

Diversified Financial Services

 

L + 6.00%

1.00%

09/05/24

2,300

 

 

(29

)

 

(35

)

 (1) (2) (3) (4) (5)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

8.00%

L + 7.00% (incl. 1.50% PIK)

1.00%

08/21/23

 

13,249

 

 

13,086

 

 

12,852

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

8.00%

L + 7.00% (incl. 1.50% PIK)

1.00%

08/21/23

 

2,648

 

 

2,616

 

 

2,568

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

8.00%

L + 7.00% (incl. 1.50% PIK)

1.00%

08/21/23

 

1,674

 

 

1,653

 

 

1,623

 

 (2) (3)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

L + 7.00% (incl. 1.50% PIK)

1.00%

08/21/23

 

67

 

 

 

 

(2

)

 (2) (3) (4)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

L + 7.00% (incl. 1.50% PIK)

1.00%

08/21/23

 

1,764

 

 

(21

)

 

(53

)

 (2) (3) (4)

Gastro Health Holdco, LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

09/04/24

 

15,010

 

 

14,811

 

 

14,672

 

 (1) (2) (3)

Gastro Health Holdco, LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

09/04/24

 

7,700

 

 

7,586

 

 

7,527

 

 (1) (3)

Gastro Health Holdco, LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

09/04/24

 

7,599

 

 

7,495

 

 

7,428

 

 (1) (2) (3)

Gastro Health Holdco, LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

09/04/24

 

7,288

 

 

7,203

 

 

7,124

 

 (1) (3)

Gastro Health Holdco, LLC

Health Care Providers & Services

9.25%

L + 7.00%

1.00%

09/04/23

 

3,100

 

 

1,129

 

 

1,093

 

 (1) (2) (3) (4)

GlobalTranz Enterprises, Inc.

Road & Rail

5.15%

L + 5.00%

 

05/15/26

 

12,012

 

 

11,818

 

 

11,051

 

 (1) (2)

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

 

12


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2020 (continued)

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Floor
(+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Hygiena Borrower LLC

Life Sciences Tools & Services

5.00%

L + 4.00%

1.00%

08/26/22

$

5,426

 

$

5,392

 

$

5,399

 

 (2)

Hygiena Borrower LLC

Life Sciences Tools & Services

 

L + 4.00%

1.00%

08/26/22

 

580

 

 

(4

)

 

(3

)

 (2) (4)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

45,158

 

 

44,551

 

 

44,480

 

 (1) (2) (3)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

8,317

 

 

8,192

 

 

8,192

 

 (1) (3)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

2,822

 

 

2,787

 

 

2,780

 

 (1) (3)

Integral Ad Science, Inc.

Interactive Media & Services

8.25%

L + 7.25% (incl. 1.25% PIK)

1.00%

07/19/24

 

39,150

 

 

38,651

 

 

38,367

 

 (1) (2) (3)

Integral Ad Science, Inc.

Interactive Media & Services

 

L + 6.00%

1.00%

07/19/23

 

2,741

 

 

(28

)

 

(55

)

 (1) (2) (3) (4)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

6.50%

L + 5.50%

1.00%

04/02/25

 

33,983

 

 

33,346

 

 

33,303

 

 (1) (2) (3)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

 

L + 5.50%

1.00%

04/02/25

 

2,800

 

 

(50

)

 

(56

)

 (1) (2) (3) (4)

Lithium Technologies, Inc.

Interactive Media & Services

9.00%

L + 8.00%

1.00%

10/03/22

 

58,727

 

 

57,913

 

 

56,231

 

 (1) (2) (3)

Lithium Technologies, Inc.

Interactive Media & Services

9.00%

L + 8.00%

1.00%

10/03/22

 

3,371

 

 

1,304

 

 

1,205

 

 (1) (2) (3) (4)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

L + 5.00%

1.00%

03/26/25

 

20,024

 

 

19,724

 

 

20,024

 

 (1) (2) (3)

Mailgun Technologies, Inc.

Interactive Media & Services

 

L + 5.00%

1.00%

03/26/25

 

2,370

 

 

1

 

 

 

 (1) (2) (3) (4)

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

Health Care Technology

6.50%

L + 5.50%

1.00%

11/15/24

 

31,002

 

 

30,556

 

 

30,536

 

 (1) (2) (3)

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

Health Care Technology

6.50%

L + 5.50%

1.00%

11/15/24

 

4,788

 

 

2,808

 

 

2,801

 

 (1) (3) (4)

Netvoyage Corporation (dba NetDocuments)

Software

8.00%

L + 7.00%

1.00%

03/22/24

 

13,452

 

 

13,309

 

 

13,183

 

 (1) (2) (3)

Netvoyage Corporation (dba NetDocuments)

Software

8.00%

L + 7.00%

1.00%

03/22/24

 

884

 

 

873

 

 

866

 

 (1) (2) (3)

Netvoyage Corporation (dba NetDocuments)

Software

 

L + 7.00%

1.00%

03/24/22

 

1,044

 

 

(5

)

 

(21

)

 (1) (2) (3) (4)

Picture Head Midco LLC

Entertainment

8.25%

L + 7.25% (incl. 0.50% PIK)

1.00%

08/31/23

 

29,083

 

 

28,632

 

 

26,466

 

 (1) (2) (3)

Power Stop, LLC

Auto Components

4.65%

L + 4.50%

 

10/19/25

 

11,270

 

 

11,249

 

 

11,002

 

 (1) (2)

SF Home Décor, LLC (dba SureFit Home Décor)

Household Products

10.75%

L + 9.75%

1.00%

07/13/22

 

27,526

 

 

27,142

 

 

26,631

 

 (1) (2) (3)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

8.75%

L + 7.75% (incl. 2.00% PIK)

1.00%

06/17/24

 

16,218

 

 

16,023

 

 

14,353

 

 (1) (2) (3)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

8.75%

L + 7.75% (incl. 2.00% PIK)

1.00%

06/17/24

 

1,186

 

 

1,172

 

 

1,050

 

 (1) (2) (3)

SPay, Inc. (dba Stack Sports)

Interactive Media & Services

8.75%

L + 7.75% (incl. 2.00% PIK)

1.00%

06/17/24

 

592

 

 

588

 

 

523

 

 (1) (2) (3)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

7.25%

L + 6.25%

1.00%

07/02/25

 

19,411

 

 

19,137

 

 

18,926

 

 (1) (2)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

7.50%

L + 6.50%

1.00%

03/31/23

 

10,496

 

 

10,440

 

 

10,417

 

 (2) (3)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

P + 5.50%

 

03/31/22

 

264

 

 

(1

)

 

(2

)

 (2) (3) (4)

Wine.com, LLC

Beverages

8.00%

L + 7.00%

1.00%

11/14/24

 

9,600

 

 

9,465

 

 

9,600

 

 (1) (2) (3)

Wrike, Inc.

Professional Services

7.75%

L + 6.75%

1.00%

12/31/24

 

34,190

 

 

33,678

 

 

34,190

 

 (1) (2) (3)

Wrike, Inc.

Professional Services

 

L + 6.75%

1.00%

12/31/24

 

2,400

 

 

(32

)

 

 

 (1) (2) (3) (4)

Xactly Corporation

IT Services

8.25%

L + 7.25%

1.00%

07/29/22

 

40,879

 

 

40,552

 

 

40,572

 

 (1) (2) (3)

Xactly Corporation

IT Services

 

L + 7.25%

1.00%

07/29/22

 

2,554

 

 

(16

)

 

(19

)

 (1) (2) (3) (4)

Yasso, Inc.

Food Products

8.75%

L + 7.75%

1.00%

03/23/22

 

12,647

 

 

12,574

 

 

12,647

 

 (1) (2) (3)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

776,749

 

 

767,928

 

 

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

 

13


Table of Contents

 

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2020 (continued)

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Floor
(+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

1st Lien/Last-Out Unitranche (6) - 16.25%

 

 

 

 

 

 

 

 

 

Doxim, Inc.

Diversified Financial Services

7.00%

L + 6.00%

1.00%

02/28/24

$

30,800

 

$

30,211

 

$

30,030

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

7.00%

L + 6.00%

1.00%

02/28/24

 

23,822

 

 

23,378

 

 

23,227

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

9.00%

L + 8.00%

1.00%

02/28/24

 

4,700

 

 

4,567

 

 

4,582

 

 (1) (2) (3)

Doxim, Inc.

Diversified Financial Services

9.00%

L + 8.00%

1.00%

02/28/24

 

3,490

 

 

3,404

 

 

3,403

 

 (1) (3)

RugsUSA, LLC

Household Products

7.00%

L + 6.00%

1.00%

04/30/23

 

8,692

 

 

8,647

 

 

8,649

 

 (1) (2) (3)

Smarsh, Inc.

Interactive Media & Services

9.25%

L + 8.25%

1.00%

11/20/25

 

55,214

 

 

54,702

 

 

54,110

 

 (1) (2)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

7.00%

L + 6.00% PIK

1.00%

03/21/24

 

12,223

 

 

12,223

 

 

7,578

 

 (2) (3)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

137,132

 

 

131,579

 

 

2nd Lien/Senior Secured Debt - 39.92%

 

 

 

 

 

 

 

 

American Dental Partners, Inc.

Health Care Providers & Services

9.50%

L + 8.50%

1.00%

09/25/23

$

9,180

 

$

9,066

 

$

8,629

 

 (1) (2) (3)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

10.00%

10.00% PIK

 

11/11/25

 

12,850

 

 

11,422

 

 

9,766

 

 (1) (2) (3)

Chase Industries, Inc. (dba Senneca Holdings)

Building Products

 

11.00% PIK

 

05/11/26

 

12,850

 

 

12,529

 

 

 

 (1) (2) (3) (7)

ERC Finance, LLC (dba Eating Recovery Center)

Health Care Providers & Services

9.22%

L + 8.22%

1.00%

09/22/25

 

29,800

 

 

29,343

 

 

29,353

 

 (1) (2) (3)

Genesis Acquisition Co. (dba ProCare Software)

Diversified Financial Services

7.73%

L + 7.50%

 

07/31/25

 

10,500

 

 

10,310

 

 

9,555

 

 (1) (2) (3)

Genesis Acquisition Co. (dba ProCare Software)

Diversified Financial Services

7.73%

L + 7.50%

 

07/31/25

 

2,700

 

 

2,646

 

 

2,457

 

 (1) (2) (3)

Hygiena Borrower LLC

Life Sciences Tools & Services

8.75%

L + 7.75%

1.00%

08/26/23

 

2,810

 

 

2,778

 

 

2,775

 

 (2) (3)

Hygiena Borrower LLC

Life Sciences Tools & Services

8.75%

L + 7.75%

1.00%

08/26/23

 

147

 

 

146

 

 

145

 

 (2) (3)

Intelligent Medical Objects, Inc.

Health Care Technology

9.50%

L + 8.50%

1.00%

12/22/24

 

23,100

 

 

22,713

 

 

22,523

 

 (1) (2) (3)

Market Track, LLC

Media

8.75%

L + 7.75%

1.00%

06/05/25

 

32,800

 

 

32,165

 

 

31,488

 

 (1) (2) (3)

National Spine and Pain Centers, LLC

Health Care Providers & Services

9.25%

L + 8.25%

1.00%

12/02/24

 

28,500

 

 

27,976

 

 

27,502

 

 (1) (2) (3)

Odyssey Logistics & Technology Corporation

Road & Rail

9.00%

L + 8.00%

1.00%

10/12/25

 

28,152

 

 

27,710

 

 

24,140

 

 (1) (2)

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

10.00%

L + 9.00%

1.00%

12/01/22

 

20,000

 

 

19,740

 

 

19,150

 

 (2) (3)

SMB Shipping Logistics, LLC (dba Worldwide Express)

Air Freight & Logistics

9.00%

L + 8.00%

1.00%

02/03/25

 

33,333

 

 

32,958

 

 

31,667

 

 (1) (2) (3)

Spectrum Plastics Group, Inc.

Containers & Packaging

8.00%

L + 7.00%

1.00%

01/31/26

 

9,975

 

 

9,940

 

 

8,741

 

 (1) (2)

USRP Holdings, Inc. (dba U.S. Retirement Partners)

Insurance

9.75%

L + 8.75%

1.00%

09/29/25

 

10,300

 

 

10,208

 

 

9,811

 

 (1) (2) (3)

USRP Holdings, Inc. (dba U.S. Retirement Partners)

Insurance

9.75%

L + 8.75%

1.00%

09/29/25

 

1,716

 

 

1,701

 

 

1,634

 

 (1) (2) (3)

Xcellence, Inc. (dba Xact Data Discovery)

IT Services

9.75%

L + 8.75%

1.00%

06/22/24

 

27,900

 

 

27,437

 

 

27,482

 

 (1) (2) (3)

YI, LLC (dba Young Innovations)

Health Care Equipment & Supplies

8.75%

L + 7.75%

1.00%

11/07/25

 

22,903

 

 

22,427

 

 

21,758

 

 (1) (2) (3)

Zep Inc.

Chemicals

9.25%

L + 8.25%

1.00%

08/11/25

 

35,700

 

 

35,098

 

 

34,629

 

 (1) (2)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

348,313

 

 

323,205

 

 

Unsecured Debt - 0.64%

 

 

 

 

 

 

 

 

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

13.25%

13.25% PIK

 

12/21/22

$

5,595

 

$

5,566

 

$

5,147

 

 (3)

Total Unsecured Debt

 

 

 

 

 

 

 

 

5,566

 

 

5,147

 

 

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

 

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Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2020 (continued)

(in thousands, except unit and per unit amounts)

 Investment #

Industry

Interest
Rate

Initial
Acquisition
Date
(9)

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Preferred Stock - 1.28%

 

 

 

 

 

 

 

 

 

 

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

11.00% PIK

12/22/16

 

1,600

 

$

1,496

 

$

1,948

 

 (3) (8)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

 

05/23/19

 

11,486,738

 

 

6,010

 

 

 

 (3) (8)

Wine.com, LLC

Beverages

 

11/14/18

 

337,425

 

 

2,900

 

 

8,449

 

 (1) (3) (8)

Total Preferred Stock

 

 

 

 

 

 

10,406

 

 

10,397

 

 

Common Stock - 2.23%

 

 

 

 

 

 

 

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B

Health Care Providers & Services

 

03/30/18

 

12,370

 

$

1,668

 

$

2,144

 

 ^^^ (1) (3)

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units

Health Care Providers & Services

 

03/30/18

 

11,675

 

 

232

 

 

532

 

 ^^^ (1) (3) (5) (8)

Country Fresh Holding Company Inc.

Food Products

 

04/29/19

 

986

 

 

1,232

 

 

6

 

 (1) (3) (8)

Elah Holdings, Inc.

Capital Markets

 

05/09/18

 

69,386

 

 

3,354

 

 

3,353

 

 ^ (1) (3) (8)

National Spine and Pain Centers, LLC

Health Care Providers & Services

 

06/02/17

 

900

 

 

900

 

 

547

 

 (1) (3) (8)

Vantage Mobility International, LLC

Health Care Equipment & Supplies

 

05/23/19

 

5,371,684

 

 

 

 

 

 (3) (8)

Wrike, Inc.

Professional Services

 

12/31/18

 

5,247,296

 

 

3,260

 

 

10,442

 

 (1) (3) (8)

Yasso, Inc.

Food Products

 

03/23/17

 

1,360

 

 

1,360

 

 

1,025

 

 (1) (3) (8)

Total Common Stock

 

 

 

 

 

 

12,006

 

 

18,049

 

 

Warrants - 0.00%

 

 

 

 

 

 

 

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

06/22/20

 

31

 

$

23

 

$

 

 (1) (3)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

1,487

 

 

1,096

 

 

 

 (1) (3)

KDOR Holdings Inc. (dba Senneca Holdings)

Building Products

 

05/29/20

 

155

 

 

114

 

 

 

 (1) (3)

Recipe Acquisition Corp. (dba Roland Foods)

Food Products

 

12/22/16

 

44

 

 

104

 

 

 

 (3)

Total Warrants

 

 

 

 

 

 

1,337

 

 

 

 

Investments in Affiliated Money Market Fund - 17.86%

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund - Institutional Shares

 

 

 

 

144,657,568

 

$

144,658

 

$

144,658

 

 (10)

Total Investments in Affiliated Money Market Fund

 

 

 

 

 

 

144,658

 

 

144,658

 

 

Total Investments - 173.02%

 

 

$

1,436,167

 

$

1,400,963

 

 

 

 

 

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

 

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Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2020 (continued)

(in thousands, except unit and per unit amounts)

 

 

(+)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L") or alternate base rate (commonly based on the Prime Rate ("P")), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.34%, 0.26%, 0.24%, 0.19%, 0.14% and 0.10%, respectively. As of December 31, 2020, P was 3.25%. 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, 2020.

(++)

The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€").

#

Percentages are based on net assets.

^

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

^^^

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

(1)

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

(2)

All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.

(3)

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

(4)

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".

(5)

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, 2020 the aggregate fair value of these securities is $32,927 or 2.28% of the Company’s total assets.

(6)

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.

(7)

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

(8)

Non-income producing security.

(9)

Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2020, the aggregate fair value of these securities is $28,446 or 3.51% of the Company's net assets. The initial acquisition dates have been included for such securities

(10)

The annualized seven-day yield as of December 31, 2020 is 0.02%.

 

PIK – Payment-In-Kind

 

ADDITIONAL INFORMATION

 

Foreign currency forward contracts

 

Counterparty

 

Currency Purchased

 

Currency Sold

 

Settlement

 

Unrealized Appreciation

(Depreciation)

 

Bank of America, N.A.

 

U.S. Dollar (USD) 575

 

Euro (EUR) 510

 

01/05/21

 

$

(49

)

Bank of America, N.A.

 

U.S. Dollar (USD) 563

 

Euro (EUR) 498

 

04/06/21

 

 

(46

)

Bank of America, N.A.

 

U.S. Dollar (USD) 560

 

Euro (EUR) 492

 

07/06/21

 

 

(44

)

Bank of America, N.A.

 

U.S. Dollar (USD) 327

 

Euro (EUR) 287

 

10/05/21

 

 

(25

)

 

 

 

 

 

 

 

 

$

(164

)

 

 

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

 

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Goldman Sachs Private Middle Market Credit LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1. ORGANIZATION

Goldman Sachs Private Middle Market Credit LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit LLC or Goldman Sachs Private Middle Market Credit LLC together with its consolidated subsidiaries, as the context may require), initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016.

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 loans, 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 The Goldman Sachs Group, Inc. (“Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

On May 6, 2016 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.

The investment period commenced on the Initial Closing Date and continued through May 5, 2019. Following the end of the investment period, the Company has the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the investment committee of GSAM’s Private Credit Group (“the Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).

The term of the Company is until May 5, 2024, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successive one-year periods. Upon the request of the Board of Directors and the approval of a majority-in-interest of the Unitholders, the term of the Company may be further extended.

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

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.

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Table of Contents

 

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, 2020, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2021. The results for the three and nine months ended September 30, 2021 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, PMMC Blocker I, LLC (formerly known as My-On PMMC Blocker, LLC), PMMC Blocker II, LLC, PMMC Wine I, LLC and Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”). All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

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

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, 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 which the Company has earned the following:

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

Prepayment premiums

 

$

624

 

 

$

701

 

 

$

707

 

 

$

855

 

Accelerated amortization of upfront loan origination fees and unamortized discounts

 

$

3,940

 

 

$

240

 

 

$

6,076

 

 

$

815

 

 

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 managed by the Investment Adviser.

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

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

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

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Table of Contents

 

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2021, the Company had certain investments held in one portfolio company on non-accrual status, which represented 2.7% and 0.4% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively. As of December 31, 2020, the Company had an investment held in one portfolio company on non-accrual status, which represented 1.0% and 0.0% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively.

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 Board of Directors within the meaning of 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 to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise 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 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 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.

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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 by the Board of Directors contemplate a multi-step valuation process each quarter, 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 portfolio investment;
(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 and the portfolio companies 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;
(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 Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;
(4)
The Asset Management 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 Asset 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”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of September 30, 2021 and December 31, 2020, the Company held an aggregate cash balance of $132,966 and $25,384. Foreign currency of $2,420 and $1,168 (acquisition cost of $2,562 and $1,125) is included in cash as of September 30, 2021 and December 31, 2020.

Foreign Currency Translation

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

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Table of Contents

 

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

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

Derivatives

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Financial Condition 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 with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on 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 on the Consolidated Statements of Operations.

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

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2016. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected on the consolidated financial statements of the Company.

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

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

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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 Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to common Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. As described in Note 1 – “Organization,” the Company’s investment period ended on May 5, 2019. The Company has, and currently intends to continue to, make distributions of the net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments) until the Company’s term ends and the Company is dissolved. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). These costs are amortized using the straight-line method over the respective term of the JPM Revolving Credit Facility. Deferred financing costs related to the JPM Revolving Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.

3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

The Company entered into an investment advisory agreement effective as of April 11, 2016 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%), of the average NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated.

For the three and nine months ended September 30, 2021, Management Fees amounted to $2,409 and $8,389. As of September 30, 2021, $2,409 remained payable. For the three and nine months ended September 30, 2020, Management Fees amounted to $3,489 and $10,186.

Incentive Fee

Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an Incentive Fee (the “Incentive Fee”) as follows:

a)
First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below);
b)
Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;
c)
Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and
d)
Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.

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The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.

In no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Company’s capital gains paid in respect of the Incentive Fee to exceed 20% of the Company’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from inception of the Company through the date of the proposed payment (the “Incentive Fee Cap”).

“Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any Investment, to Unitholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions, but is never less than zero.

The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investments and income from investing activities and may include return of capital, ordinary income and capital gains.

If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates).

If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than the Investment Adviser voluntarily terminating the agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all Investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee, subject to the Incentive Fee Cap. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. The Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.

For the three and nine months ended September 30, 2021, the Company accrued unvested Incentive Fees of $1,912 and $10,491. As of September 30, 2021, $48,830 was payable in accordance with the terms of the Investment Advisory Agreement. For the three and nine months ended September 30, 2020, the Company accrued unvested Incentive Fees of $18,908 and $5,022.

Expense Limitation

Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and nine months ended September 30, 2021 and 2020, there have been no reimbursements from the Investment Adviser pursuant to this provision.

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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 are 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, 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of $232 and $721. As of September 30, 2021, $398 remained payable. For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $268 and $798.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Transfer Agent of $20 and $66. As of September 30, 2021, $45 remained payable. For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $16 and $62.

Affiliates

The table below presents the Company’s affiliated investments:

 

 

 

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

 

Net
Realized
Gain
(Loss)

 

 

Net Change
in
Unrealized
Appreciation
(Depreciation)

 

 

Ending
Fair
Value
Balance

 

 

Dividend,
Interest
and Other
Income

 

For the Nine Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

144,658

 

 

$

1,072,395

 

 

$

(1,217,053

)

 

$

 

 

$

 

 

$

 

 

$

28

 

Collaborative Imaging, LLC (dba Texas Radiology Associates)

 

 

2,676

 

 

 

 

 

 

 

 

 

 

 

 

509

 

 

 

3,185

 

 

 

139

 

Elah Holdings, Inc.

 

 

3,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,353

 

 

 

 

Total Non-Controlled Affiliates

 

$

150,687

 

 

$

1,072,395

 

 

$

(1,217,053

)

 

$

 

 

$

509

 

 

$

6,538

 

 

$

167

 

For the Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

22,297

 

 

$

657,192

 

 

$

(534,831

)

 

$

 

 

$

 

 

$

144,658

 

 

$

147

 

Accuity Delivery Systems, LLC

 

 

22,915

 

 

 

340

 

 

 

(24,950

)

 

 

4,800

 

 

 

(3,105

)

 

 

 

 

 

1,922

 

Collaborative Imaging, LLC (dba Texas Radiology Associates)

 

 

16,208

 

 

 

161

 

 

 

(13,400

)

 

 

 

 

 

(293

)

 

 

2,676

 

 

 

1,376

 

Elah Holdings, Inc.

 

 

3,354

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

3,353

 

 

 

 

Total Non-Controlled Affiliates

 

$

64,774

 

 

$

657,693

 

 

$

(573,181

)

 

$

4,800

 

 

$

(3,399

)

 

$

150,687

 

 

$

3,445

 

 

 

(1)

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

(2)

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

 

Due To Affiliates

 

The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of September 30, 2021 and December 31, 2020, there were $6 and $95, included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.

 

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Co-investment Activity

 

In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted exemptive relief (“Exemptive Relief”) that permits the Company to co-invest with Goldman Sachs BDC, Inc. (“GS BDC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC,” which merged with GS BDC on October 12, 2020), Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II”) and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are 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, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of our 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 Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of our Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of the aforementioned funds and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

4. INVESTMENTS

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

 

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Investment Type

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

1st Lien/Senior Secured Debt

 

$

516,463

 

 

$

513,829

 

 

$

776,749

 

 

$

767,928

 

1st Lien/Last-Out Unitranche

 

 

134,882

 

 

 

130,688

 

 

 

137,132

 

 

 

131,579

 

2nd Lien/Senior Secured Debt

 

 

213,687

 

 

 

190,265

 

 

 

348,313

 

 

 

323,205

 

Unsecured Debt

 

 

5,576

 

 

 

5,245

 

 

 

5,566

 

 

 

5,147

 

Preferred Stock

 

 

12,339

 

 

 

12,033

 

 

 

10,406

 

 

 

10,397

 

Common Stock

 

 

8,746

 

 

 

8,897

 

 

 

12,006

 

 

 

18,049

 

Warrants

 

 

1,337

 

 

 

24

 

 

 

1,337

 

 

 

 

Total Investments

 

$

893,030

 

 

$

860,981

 

 

$

1,291,509

 

 

$

1,256,305

 

 

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

 

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Industry

 

Fair Value

 

 

Net Assets

 

 

Fair Value

 

 

Net Assets

 

Interactive Media & Services

 

 

17.4

%

 

 

26.3

%

 

 

14.8

%

 

 

22.9

%

Health Care Technology

 

 

14.9

 

 

 

22.5

 

 

 

10.2

 

 

 

15.8

 

Diversified Financial Services

 

 

9.7

 

 

 

14.6

 

 

 

8.4

 

 

 

13.0

 

Software

 

 

6.5

 

 

 

9.9

 

 

 

5.5

 

 

 

8.6

 

Health Care Equipment & Supplies

 

 

5.8

 

 

 

8.7

 

 

 

4.7

 

 

 

7.3

 

IT Services

 

 

5.7

 

 

 

8.6

 

 

 

6.0

 

 

 

9.4

 

Professional Services

 

 

5.0

 

 

 

7.6

 

 

 

7.0

 

 

 

10.9

 

Chemicals

 

 

4.1

 

 

 

6.1

 

 

 

2.8

 

 

 

4.3

 

Transportation Infrastructure

 

 

3.9

 

 

 

5.9

 

 

 

2.6

 

 

 

4.1

 

Health Care Providers & Services

 

 

3.7

 

 

 

5.5

 

 

 

8.5

 

 

 

13.2

 

Food Products

 

 

3.3

 

 

 

5.0

 

 

 

3.2

 

 

 

4.9

 

Entertainment

 

 

3.2

 

 

 

4.8

 

 

 

2.1

 

 

 

3.3

 

Road & Rail

 

 

3.1

 

 

 

4.7

 

 

 

2.8

 

 

 

4.3

 

Household Products

 

 

3.0

 

 

 

4.5

 

 

 

2.8

 

 

 

4.4

 

Beverages

 

 

2.5

 

 

 

3.8

 

 

 

1.4

 

 

 

2.2

 

Hotels, Restaurants & Leisure

 

 

2.0

 

 

 

3.1

 

 

 

1.3

 

 

 

2.1

 

Commercial Services & Supplies

 

 

1.5

 

 

 

2.3

 

 

 

0.8

 

 

 

1.3

 

Diversified Consumer Services

 

 

1.5

 

 

 

2.2

 

 

 

1.1

 

 

 

1.7

 

Auto Components

 

 

1.3

 

 

 

1.9

 

 

 

0.9

 

 

 

1.4

 

Containers & Packaging

 

 

1.1

 

 

 

1.6

 

 

 

0.7

 

 

 

1.1

 

Building Products

 

 

0.4

 

 

 

0.7

 

 

 

0.8

 

 

 

1.2

 

Capital Markets

 

 

0.4

 

 

 

0.6

 

 

 

0.3

 

 

 

0.4

 

Diversified Telecommunication Services

 

 

 

 

 

 

 

 

2.6

 

 

 

4.0

 

Air Freight & Logistics

 

 

 

 

 

 

 

 

2.5

 

 

 

3.9

 

Media

 

 

 

 

 

 

 

 

2.5

 

 

 

3.9

 

Real Estate Mgmt. & Development

 

 

 

 

 

 

 

 

2.1

 

 

 

3.2

 

Insurance

 

 

 

 

 

 

 

 

0.9

 

 

 

1.4

 

Life Sciences Tools & Services

 

 

 

 

 

 

 

 

0.7

 

 

 

1.0

 

Total

 

 

100.0

%

 

 

150.9

%

 

 

100.0

%

 

 

155.2

%

 

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

 

Geographic

 

September 30, 2021

 

 

December 31, 2020

 

United States

 

 

98.4

%

 

 

96.8

%

Canada

 

 

1.6

 

 

 

0.6

 

Ireland

 

 

 

 

 

2.6

 

Total

 

 

100.0

%

 

 

100.0

%

 

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.

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

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

 

Level 2 Instruments

Valuation Techniques and Significant Inputs

Equity and Fixed Income

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.

Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

Derivative Contracts

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.

 

Level 3 Instruments

Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt Obligations

Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.

Equity

Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables.

 

Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets.

 

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The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of September 30, 2021 and December 31, 2020. 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 in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

 

Level 3 Instruments

 

Fair Value(1)(2)

 

 

Valuation Techniques(3)

 

Significant Unobservable Inputs

 

Range of Significant Unobservable Inputs(4)

 

Weighted Average(5)

As of September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

$

 

409,263

 

 

Discounted cash flows

 

Discount Rate

 

6.0% - 13.1%

 

9.1%

1st Lien/Last-Out Unitranche

$

 

122,698

 

 

Discounted cash flows

 

Discount Rate

 

8.7% - 9.8%

 

9.2%

 

$

 

7,990

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

7.5x

2nd Lien/Senior Secured Debt

$

 

115,723

 

 

Discounted cash flows

 

Discount Rate

 

9.7% - 12.2%

 

10.5%

 

$

 

3,791

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

9.8x

Unsecured Debt

$

 

5,245

 

 

Discounted cash flows

 

Discount Rate

 

 

19.1%

Equity

Preferred Stock

$

 

2,069

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

13.2x

 

$

 

9,964

 

 

Comparable multiples

 

EV/Revenue

 

 

1.5x

Common Stock

$

 

6,538

 

 

Discounted cash flows

 

Discount Rate

 

17.6% - 31.2%

 

25.4%

 

$

 

1,817

 

 

Comparable multiples

 

EV/EBITDA(6)

 

10.5x - 12.9x

 

12.2x

 

$

 

542

 

 

Comparable multiples

 

EV/Revenue

 

 

2.3x

Warrants

$

 

24

 

 

Comparable multiples

 

EV/EBITDA(6)

 

 

13.2x

 

As of December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

$

 

707,805

 

 

Discounted cash flows

 

Discount Rate

 

6.0% - 13.2%

 

8.7%

1st Lien/Last-Out Unitranche

$

 

77,469

 

 

Discounted cash flows

 

Discount Rate

 

7.3% - 22.1%

 

10.3%

2nd Lien/Senior Secured

$

 

245,929

 

 

Discounted cash flows

 

Discount Rate

 

9.3% - 12.5%

 

10.4%

 

$

 

9,766

 

 

Comparable multiples

 

EV/EBITDA(6)

 

7.2x - 27.9x

 

10.5x

Unsecured Debt

$

 

5,147

 

 

Discounted cash flows

 

Discount Rate

 

2.5% - 4.2%

 

18.1%

Equity

Preferred Stock

$

 

1,948

 

 

Comparable multiples

 

EV/EBITDA(6)

 

10.0x - 23.5x

 

14.5x

 

$

 

8,449

 

 

Comparable multiples

 

EV/Revenue

 

1.8x - 4.3x

 

1.6x

Common Stock

$

 

6,029

 

 

Discounted cash flows

 

Discount Rate

 

14.0% - 31.5%

 

24.6%

 

$

 

1,316

 

 

Comparable multiples

 

EV/EBITDA(6)

 

9.7x - 10.8x

 

10.4x

 

$

 

10,704

 

 

Comparable multiples

 

EV/Revenue

 

0.3x - 15.1x

 

14.8x

 

 

(1)

As of September 30, 2021, included within Level 3 assets of $759,990 is an amount of $74,326 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 $652,929 or 88.3% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)

As of December 31, 2020, included within Level 3 assets of $1,201,371 is an amount of $126,809 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $1,036,350 or 88.4% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)

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

(4)

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

(5)

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

(6)

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

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2021 and December 31, 2020. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.

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Table of Contents

 

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

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Assets

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

1st Lien/Senior Secured Debt

 

$

 

 

$

30,240

 

 

$

483,589

 

 

$

513,829

 

 

$

 

 

$

22,053

 

 

$

745,875

 

 

$

767,928

 

1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

130,688

 

 

 

130,688

 

 

 

 

 

 

 

 

 

131,579

 

 

 

131,579

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

70,751

 

 

 

119,514

 

 

 

190,265

 

 

 

 

 

 

32,881

 

 

 

290,324

 

 

 

323,205

 

Unsecured Debt

 

 

 

 

 

 

 

 

5,245

 

 

 

5,245

 

 

 

 

 

 

 

 

 

5,147

 

 

 

5,147

 

Preferred Stock

 

 

 

 

 

 

 

 

12,033

 

 

 

12,033

 

 

 

 

 

 

 

 

 

10,397

 

 

 

10,397

 

Common Stock

 

 

 

 

 

 

 

 

8,897

 

 

 

8,897

 

 

 

 

 

 

 

 

 

18,049

 

 

 

18,049

 

Warrants

 

 

 

 

 

 

 

 

24

 

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated Money Market Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

144,658

 

 

 

 

 

 

 

 

 

144,658

 

Total assets

 

$

 

 

$

100,991

 

 

$

759,990

 

 

$

860,981

 

 

$

144,658

 

 

$

54,934

 

 

$

1,201,371

 

 

$

1,400,963

 

Unrealized appreciation (depreciation) on foreign currency forward contracts

 

$

 

 

$

19

 

 

$

 

 

$

19

 

 

$

 

 

$

(164

)

 

$

 

 

$

(164

)

 

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

 

Beginning
Balance

 

Purchases(1)

 

Net
Realized
Gain
(Loss)

 

Net Change
in
Unrealized
Appreciation
(Depreciation)

 

Sales and
Settlements
(1)

 

Net
Amortization
of Premium/
Discount

 

Transfers
In
(2)

 

Transfers
Out
(2)

 

Ending
Balance

 

Net Change
in
Unrealized
Appreciation
(Depreciation)
for assets
still held

 

For the Nine Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

$

745,875

 

$

80,097

 

$

766

 

$

4,919

 

$

(334,893

)

$

5,751

 

$

 

$

(18,926

)

$

483,589

 

$

5,093

 

1st Lien/Last-Out Unitranche

 

131,579

 

 

6,498

 

 

 

 

1,360

 

 

(9,157

)

 

408

 

 

 

 

 

 

130,688

 

 

1,362

 

2nd Lien/Senior Secured Debt

 

290,324

 

 

10,577

 

 

 

 

(1,413

)

 

(147,986

)

 

2,641

 

 

 

 

(34,629

)

 

119,514

 

 

(4,231

)

Unsecured Debt

 

5,147

 

 

 

 

 

 

88

 

 

 

 

10

 

 

 

 

 

 

5,245

 

 

88

 

Preferred Stock

 

10,397

 

 

1,933

 

 

 

 

(297

)

 

 

 

 

 

 

 

 

 

12,033

 

 

(297

)

Common Stock

 

18,049

 

 

 

 

7,516

 

 

(5,892

)

 

(10,776

)

 

 

 

 

 

 

 

8,897

 

 

1,290

 

Warrants

 

 

 

 

 

 

 

24

 

 

 

 

 

 

 

 

 

 

24

 

 

24

 

Total assets

$

1,201,371

 

$

99,105

 

$

8,282

 

$

(1,211

)

$

(502,812

)

$

8,810

 

$

 

$

(53,555

)

$

759,990

 

$

3,329

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

$

807,663

 

$

32,653

 

$

(5

)

$

(11,167

)

$

(50,083

)

$

2,684

 

$

 

$

 

$

781,745

 

$

(11,229

)

1st Lien/Last-Out Unitranche

 

127,206

 

 

1,458

 

 

 

 

(4,136

)

 

(873

)

 

477

 

 

 

 

 

 

124,132

 

 

(4,201

)

2nd Lien/Senior Secured Debt

 

319,225

 

 

13,868

 

 

 

 

(21,242

)

 

(12,535

)

 

787

 

 

 

 

(17,850

)

 

282,253

 

 

(21,242

)

Unsecured Debt

 

4,877

 

 

 

 

 

 

(207

)

 

 

 

9

 

 

 

 

 

 

4,679

 

 

(207

)

Preferred Stock

 

15,954

 

 

 

 

 

 

2,818

 

 

 

 

 

 

 

 

 

 

18,772

 

 

2,818

 

Common Stock

 

12,699

 

 

 

 

 

 

3,056

 

 

 

 

 

 

 

 

 

 

15,755

 

 

3,056

 

Warrants

 

95

 

 

2,467

 

 

 

 

(1,305

)

 

(1,234

)

 

 

 

 

 

 

 

23

 

 

(1,305

)

Total assets

$

1,287,719

 

$

50,446

 

$

(5

)

$

(32,183

)

$

(64,725

)

$

3,957

 

$

 

$

(17,850

)

$

1,227,359

 

$

(32,310

)

 

 

 

(1)

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

(2)

Transfers in (out) of Level 3 are due to an increase (decrease) in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser.

 

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of September 30, 2021 and December 31, 2020, approximates its carrying value because the JPM Revolving Credit Facility has variable interest based on selected short term rates.

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Table of Contents

 

6. DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). As of September 30, 2021 and December 31, 2020, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities (which includes the JPM Revolving Credit Facility) was 250% and 271%.

The Company’s outstanding debt was as follows:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

JPM Revolving Credit Facility(1)

 

$

377,930

 

 

$

 

 

$

377,820

 

 

$

468,250

 

 

$

 

 

$

471,075

 

 

(1)

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 September 30, 2021, the Company had outstanding borrowings denominated in USD of $348,893 and in Euros (EUR) of 24,900. As of December 31, 2020, the Company had outstanding borrowings denominated in USD of $408,893 and in EUR of 50,900.

The combined weighted average interest rates of the aggregate borrowings outstanding for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were 3.47% and 4.37%. The combined weighted average debt of the aggregate borrowings outstanding for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were $454,072 and $489,244.

 

JPM Revolving Credit Facility

On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on August 17, 2018, December 10, 2018, February 22, 2019, April 3, 2020, August 26, 2020, November 23, 2020 and June 21, 2021.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin is 3.25% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility is a multicurrency facility. As of September 30, 2021, the total commitments under the JPM Revolving Credit Facility were $377,930. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at such time.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

Costs of $8,177 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of September 30, 2021 and December 31, 2020, outstanding deferred financing costs were $2,840 and $3,788.

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Table of Contents

 

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

Borrowing interest expense

 

$

3,648

 

 

$

4,484

 

 

$

11,782

 

 

$

17,340

 

Facility fees

 

 

47

 

 

 

168

 

 

 

146

 

 

 

1,346

 

Amortization of financing costs

 

 

334

 

 

 

344

 

 

 

992

 

 

 

1,107

 

Total

 

$

4,029

 

 

$

4,996

 

 

$

12,920

 

 

$

19,793

 

 Weighted average interest rate

 

 

3.43

%

 

 

3.81

%

 

 

3.47

%

 

 

4.67

%

Average outstanding balance

 

$

422,270

 

 

$

468,387

 

 

$

454,072

 

 

$

495,840

 

 

 

7. 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 in the Consolidated Statements of Financial Condition as due to/due from broker. 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 and nine months ended September 30, 2021, the Company’s average USD notional exposure to foreign currency forward contracts was $1,368 and $1,362. For the three and nine months ended September 30, 2020, the Company’s average USD notional exposure to foreign currency forward contracts was $2,798 and $3,494.

The Company’s net exposure to foreign currency forward contracts by counterparty that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Financial Condition was as follows:

 

 

Gross Amount of
Assets

 

 

Gross Amount of
(Liabilities)

 

 

Net Amount of Assets or
(Liabilities)

 

 

Collateral (Received)
Pledged
(1)

 

 

Net Amounts (2)

 

September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of America, N.A.

 

$

25

 

 

$

(6

)

 

$

19

 

 

$

 

 

$

19

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of America, N.A.

 

$

 

 

$

(164

)

 

$

(164

)

 

$

 

 

$

(164

)

 

 

 

(1)

Amount excludes excess cash collateral paid.

(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.

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

Net realized gain (loss) on foreign currency forward contracts

 

$

(22

)

 

$

35

 

 

$

(101

)

 

$

131

 

Net change in unrealized appreciation (depreciation) on foreign currency forward contracts

 

 

57

 

 

 

(148

)

 

 

183

 

 

 

(153

)

Total net realized and unrealized gains (losses) on foreign currency forward contracts

 

$

35

 

 

$

(113

)

 

$

82

 

 

$

(22

)

 

8. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

Common Units

 

$

1,097,430

 

 

$

60,359

 

 

 

95

%

 

$

1,097,430

 

 

$

60,359

 

 

 

95

%

 

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Table of Contents

 

Portfolio Company Commitments

The Company may enter into investment commitments to fund investments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of September 30, 2021, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

 

 

 

 

 

Unfunded Commitment Balances(2)

 

 

Fair Value(3)

 

 

 

Commitment
Expiration
Date
(1)

 

September 30, 2021

 

 

December 31, 2020

 

 

September 30, 2021

 

 

December 31, 2020

 

1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FWR Holding Corporation (dba First Watch Restaurants)

 

12/20/21

$

 

67

 

$

 

67

 

$

 —

 

$

 

(2

)

Xactly Corporation

 

07/29/22

 

 

2,554

 

 

 

2,554

 

 

 —

 

 

 

(19

)

Lithium Technologies, Inc.

 

10/03/22

 

 

3,371

 

 

 

2,023

 

 

 

(67

)

 

 

(86

)

VRC Companies, LLC (dba Vital Records Control)

 

12/29/22

 

 

2,052

 

 

 —

 

 

 

(31

)

 

 —

 

Businessolver.com, Inc.

 

05/15/23

 

 

3,984

 

 

 

3,984

 

 

 —

 

 

 

(50

)

FWR Holding Corporation (dba First Watch Restaurants)

 

08/21/23

 

 

1,764

 

 

 

1,764

 

 

 

(9

)

 

 

(53

)

Mailgun Technologies, Inc.

 

03/26/25

 

 

2,370

 

 

 

2,370

 

 

 —

 

 

 —

 

Internet Truckstop Group, LLC (dba Truckstop)

 

04/02/25

 

 

2,800

 

 

 

2,800

 

 

 

(21

)

 

 

(56

)

CorePower Yoga LLC

 

05/14/25

 

 

1,070

 

 

 —

 

 

 

(179

)

 

 —

 

Diligent Corporation

 

08/04/25

 

 

1,900

 

 

 

1,900

 

 

 

14

 

 

 

(43

)

VRC Companies, LLC (dba Vital Records Control)

 

06/29/27

 

 

443

 

 

 —

 

 

 

(7

)

 

 —

 

Experity, Inc.

 

07/22/27

 

 

2,972

 

 

 —

 

 

 

(15

)

 

 —

 

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

 

09/15/27

 

 

2,518

 

 

 —

 

 

 

(50

)

 

 —

 

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

 

09/15/27

 

 

2,886

 

 

 —

 

 

 —

 

 

 —

 

Brillio, LLC

 

02/06/21

 

 —

 

 

 

1,165

 

 

 —

 

 

 

(9

)

Associations, Inc.

 

07/30/21

 

 —

 

 

 

66

 

 

 —

 

 

 

(2

)

Netvoyage Corporation (dba NetDocuments)

 

03/24/22

 

 —

 

 

 

1,044

 

 

 —

 

 

 

(21

)

VRC Companies, LLC (dba Vital Records Control)

 

03/31/22

 

 —

 

 

 

264

 

 

 —

 

 

 

(2

)

DDS USA Holding, Inc.

 

06/30/22

 

 —

 

 

 

1,625

 

 

 —

 

 

 

(12

)

Hygiena Borrower LLC

 

08/26/22

 

 —

 

 

 

580

 

 

 —

 

 

 

(3

)

Integral Ad Science, Inc.

 

07/19/23

 

 —

 

 

 

2,741

 

 

 —

 

 

 

(55

)

Gastro Health Holdco, LLC

 

09/04/23

 

 —

 

 

 

1,938

 

 

 —

 

 

 

(44

)

Empirix, Inc.

 

09/25/23

 

 —

 

 

 

1,900

 

 

 —

 

 

 

(52

)

Fenergo Finance 3 Limited

 

09/05/24

 

 —

 

 

 

1,785

 

 

 —

 

 

 

(22

)

Fenergo Finance 3 Limited

 

09/05/24

 

 —

 

 

 

2,810

 

 

 —

 

 

 

(35

)

MMIT Holdings, LLC (dba Managed Markets Insight & Technology)

 

11/15/24

 

 —

 

 

 

1,915

 

 

 —

 

 

 

(29

)

Wrike, Inc.

 

12/31/24

 

 —

 

 

 

2,400

 

 

 —

 

 

 —

 

Total 1st Lien/Senior Secured Debt

 

 

$

 

30,751

 

$

 

37,695

 

$

 

(365

)

$

 

(595

)

Total

 

 

$

 

30,751

 

$

 

37,695

 

$

 

(365

)

$

 

(595

)

 

(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)

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

(3)

The fair value is reflected as investments, at fair value on the Consolidated Statements of Financial Condition.

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. MEMBERS’ CAPITAL

Capital Drawdowns

 

 

 

The Company did not issue a capital drawdown for the nine months ended September 30, 2021.

The following table summarizes the total Units issued and proceeds related to capital drawdowns:

 

Unit Issue Date

 

Units Issued

 

 

Proceeds Received

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

 

March 27, 2020

 

 

502,481

 

 

$

43,897

 

Total capital drawdowns

 

 

502,481

 

 

$

43,897

 

 

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Table of Contents

 

Distributions

 

 

The following table reflects the distributions declared on the Company’s common Units:

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Unit

 

For the Nine Months Ended September 30, 2021

 

 

 

 

 

April 5, 2021

 

April 6, 2021

 

April 30, 2021

 

$

6.23

 

May 17, 2021

 

May 18, 2021

 

May 28, 2021

 

$

6.08

 

August 20, 2021

 

August 20, 2021

 

August 31, 2021

 

$

15.63

 

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

August 5, 2020

 

August 6, 2020

 

August 28, 2020

 

$

2.34

 

 

10. EARNINGS PER UNIT

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in Members’ Capital from operations

 

$

10,835

 

 

$

22,970

 

 

$

59,448

 

 

$

28,459

 

Weighted average Units outstanding

 

 

10,687,877

 

 

 

10,687,877

 

 

 

10,687,877

 

 

 

10,530,164

 

Basic and diluted earnings per unit

 

$

1.01

 

 

$

2.15

 

 

$

5.56

 

 

$

2.70

 

 

Diluted earnings per unit equal basic earnings per unit because there were no common unit equivalents outstanding during the period presented.

 

 

11. FINANCIAL HIGHLIGHTS

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

 

 

 

Nine Months Ended September 30, 2021

 

 

Nine Months Ended September 30, 2020

 

Per Unit Data:(1)

 

 

 

 

 

 

NAV, beginning of period

 

$

75.76

 

 

$

86.21

 

Net investment income

 

 

4.30

 

 

 

5.54

 

Net realized and unrealized gains (losses)(2)

 

 

1.28

 

 

 

(2.81

)

Income tax provision, realized and unrealized gains

 

 

(0.02

)

 

 

(0.01

)

Net increase in net assets from operations(2)

 

 

5.56

 

 

 

2.72

 

Distributions declared from return of capital

 

 

(27.94

)

 

 

(2.34

)

Total increase (decrease) in net assets

 

 

(22.38

)

 

 

0.38

 

NAV, end of period

 

$

53.38

 

 

$

86.59

 

Units outstanding, end of period

 

 

10,687,877

 

 

 

10,687,877

 

Weighted average units outstanding

 

 

10,687,877

 

 

 

10,530,164

 

Total return based on NAV(3)

 

 

7.35

%

 

 

3.16

%

Supplemental Data/Ratio(4):

 

 

 

 

 

 

Members' Capital, end of period

 

$

570,544

 

 

$

925,489

 

Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital

 

 

1.85

%

 

 

1.89

%

Ratio of interest and other debt expenses to average Members’ Capital

 

 

2.30

%

 

 

2.93

%

Ratio of incentive fees to average Members’ Capital

 

 

1.40

%

 

 

0.56

%

Ratio of total expenses to average Members’ Capital

 

 

5.55

%

 

 

5.38

%

Ratio of net investment income (loss) to average Members’ Capital

 

 

8.66

%

 

 

8.84

%

Portfolio turnover

 

 

9

%

 

 

4

%

 

(1)

The per unit data was derived by using the weighted average units outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per unit for the applicable period.

(2)

The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the distribution.

(3)

Calculated as the change in NAV per unit during the period plus dividends declared per unit, divided by the beginning NAV per unit.

(4)

Annualized, except for, as applicable, unvested Incentive Fees.

 

12. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the unaudited consolidated financial statements were issued. The Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

 

 

 

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

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

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”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through September 30, 2021, we have originated $2.29 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, 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 capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion generally earns a higher interest rate than our “first out” portion. We use the term “mezzanine” to refer to debt that ranks senior 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 expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholders at least 60 days prior to any change to the 80% investment policy described above.

We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

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Table of Contents

 

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages.” in our annual report on Form 10-K for the year ended December 31, 2020.

Impact of COVID-19 Pandemic

During the third quarter of 2021, the spike in infections from the spread of the Delta variant put heightened focus on efforts to increase vaccination rates in order to make further progress against the virus. Although the global recovery continued to progress, the rising number of infections had the effect of tempering the pace of growth. The extent to which the COVID-19 pandemic will continue to affect our business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating results are highly uncertain and cannot be predicted. Economies around the world continue to be susceptible to potential adverse developments related to the pandemic, such as additional waves of infection, a worsening of supply chain constraints and an intensification of inflationary pressures.

Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles. Given the unprecedented nature of COVID-19 and the difficulty in predicting future government responses and restrictions, the operating environment of our portfolio companies is evolving rapidly. Business disruption experienced by our portfolio companies may reduce, over time, the amount of interest and dividend income that we receive from our investments companies and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our stockholders. As a result, we may be required to reduce the future amount of distributions to our stockholders. The potential exists for the Delta variant or other variants to impede the global economic recovery, and we continue to closely monitor our exposures to industries that would be most negatively impacted by a resurgence in the COVID-19 pandemic.

Goldman Sachs has continued to successfully execute on its Business Continuity Planning (the “BCP”) strategy since initially activating it in the first quarter of 2020 in response to the emergence of the COVID-19 pandemic. Goldman Sachs’ priority has been to safeguard its employees and to ensure continuity of business operations. Goldman Sachs has a central team that continues to manage its COVID-19 response, which is led by its chief administrative officer and chief medical officer. Goldman Sachs remains focused on facilitating the safe return of its employees to their offices, as circumstances permit, and employees in a number of their locations around the world have returned to the office in some capacity, including a majority of employees in the U.S. Given that the situation regarding COVID-19 varies geographically, Goldman Sachs’s approach to transitioning back to the office is tailored to each location, and it evolves as the specific conditions and requirements of each location change. Our systems and infrastructure have continued to support our business operations. We have maintained regular and active communication across senior management, the rest of our private credit group and our Board of Directors. Furthermore, we have ongoing dialogues with our vendors to ensure they continue to meet our criteria for business continuity.

For further information about the risks associated with COVID-19, see “—Item 1A. Risk Factors,” in our annual report on Form 10-K for the year ended December 31, 2020.

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.

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Table of Contents

 

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

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.

Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:

our operational and organizational expenses;
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;
fees and expenses incurred by us in connection with membership in investment company organizations;
brokers’ commissions;
fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm);
legal, auditing or accounting expenses;
taxes or governmental fees;
the fees and expenses of our administrator, transfer agent, or sub-transfer agent;
the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of our Units;
the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;
the fees and expenses of our directors who are not affiliated with our Investment Adviser;
the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;
costs of holding Unitholder meetings;
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
insurance premiums; and
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.

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Table of Contents

 

Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of Units.

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

Leverage

The JPM Revolving Credit Facility allows us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 200% after such borrowing (or 150% if certain requirements are met). As of September 30, 2021 and December 31, 2020, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the JPM Revolving Credit Facility) was 250% and 271%. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as the Company, an offer to repurchase shares held by the BDC’s stockholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if shareholders approve a proposal to do so. If a BDC receives shareholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. 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 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

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

 

 

 

As of

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Amortized
Cost

 

 

Fair Value

 

 

Amortized
Cost

 

 

Fair
Value

 

 

 

($ in millions)

 

First Lien/Senior Secured Debt

 

$

516.46

 

 

$

513.83

 

 

$

776.74

 

 

$

767.93

 

First Lien/Last-Out Unitranche

 

 

134.88

 

 

 

130.69

 

 

 

137.13

 

 

 

131.58

 

Second Lien/Senior Secured Debt

 

 

213.69

 

 

 

190.27

 

 

 

348.31

 

 

 

323.21

 

Unsecured Debt

 

 

5.58

 

 

 

5.24

 

 

 

5.57

 

 

 

5.15

 

Preferred Stock

 

 

12.34

 

 

 

12.03

 

 

 

10.41

 

 

 

10.40

 

Common Stock

 

 

8.75

 

 

 

8.90

 

 

 

12.01

 

 

 

18.05

 

Warrants

 

 

1.33

 

 

 

0.02

 

 

 

1.34

 

 

 

 

Total Investments

 

$

893.03

 

 

$

860.98

 

 

$

1,291.51

 

 

$

1,256.32

 

 

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

 

 

 

As of

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Amortized
Cost

 

 

Fair Value

 

 

Amortized
Cost

 

 

Fair Value

 

Weighted Average Yield(1)

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt(2)

 

 

8.2

%

 

 

8.5

%

 

 

8.1

%

 

 

8.7

%

First Lien/Last-Out Unitranche(2)(3)

 

 

9.3

%

 

 

10.7

%

 

 

9.0

 

 

 

10.2

 

Second Lien/Senior Secured Debt(2)

 

 

8.5

%

 

 

10.0

%

 

 

9.4

 

 

 

10.8

 

Unsecured Debt(2)

 

 

13.4

%

 

 

19.2

%

 

 

13.6

 

 

 

18.4

 

Preferred Stock(4)

 

 

 

 

 

 

 

 

Common Stock(4)

 

 

 

 

 

 

 

 

Warrants(4)

 

 

 

 

 

 

 

 

Total Portfolio

 

 

8.3

%

 

 

9.0

%

 

 

8.4

%

 

 

9.2

%

 

 

 

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Table of Contents

 

(1)

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

(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.

(3)

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

(4)

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

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

 

 

As of

 

 

September 30,
2021

 

December 31,
2020

 

Number of portfolio companies

 

 

35

 

 

 

52

 

Percentage of performing debt bearing a floating rate(1)

 

 

99.4

%

 

 

98.8

%

Percentage of performing debt bearing a fixed rate(1)(2)

 

 

0.6

%

 

 

1.2

%

Weighted average leverage (net debt/EBITDA)(3)

 

 6.3x

 

 

 6.5x

 

Weighted average interest coverage(3)

 

 2.4x

 

 

 2.5x

 

Median EBITDA(3)

$

 51.6 million

 

$

 45.3 million

 

 

(1)

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

(2)

Includes income producing preferred stock investments, if applicable.

(3)

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

 

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

 

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

 

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of September 30, 2021 and December 31, 2020, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 27.9% and 30.3%, of total debt investments at fair value.

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

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

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

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Table of Contents

 

Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;
Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and
Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:

 

 

 

As of

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Investment Performance Rating

 

Fair Value

 

 

Percentage of
Total

 

 

Fair Value

 

 

Percentage of
Total

 

 

 

(in millions)

 

 

 

 

 

(in millions)

 

 

 

 

Grade 1

 

$

37.50

 

 

 

4.4

%

 

$

 

 

 

%

Grade 2

 

 

771.32

 

 

 

89.6

 

 

 

1,117.82

 

 

 

89.0

 

Grade 3

 

 

48.37

 

 

 

5.6

 

 

 

138.48

 

 

 

11.0

 

Grade 4

 

 

3.79

 

 

 

0.4

 

 

 

 

 

 

 

Total Investments

 

$

860.98

 

 

 

100.0

%

 

$

1,256.30

 

 

 

100.0

%

 

The increase in investments with a grade 1 investment performance rating as of September 30, 2021 compared to December 31, 2020 was primarily driven by investments with an aggregate fair value of $37.50 million being upgraded from a grade 2 investment performance rating due to potential exit. The decrease in investments with a grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of $54.13 million being upgraded to a grade 2 investment performance rating due to financial improvement.

 

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

 

 

 

As of

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Amortized
Cost

 

 

Percentage of
Total

 

 

Amortized
Cost

 

 

Percentage of
Total

 

 

 

(in millions)

 

 

 

 

 

(in millions)

 

 

 

 

Performing

 

$

868.97

 

 

 

97.3

%

 

$

1,278.98

 

 

 

99.0

%

Non-accrual

 

 

24.06

 

 

 

2.7

 

 

 

12.53

 

 

 

1.0

 

Total Investments

 

$

893.03

 

 

 

100.0

%

 

$

1,291.51

 

 

 

100.0

%

 

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

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Table of Contents

 

The following table shows our investment activity by investment type(1):

 

 

 

For the Three Months Ended

 

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

 

($ in millions)

 

 

Amount of investments committed at cost:

 

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

85.30

 

 

$

1.58

 

 

Second Lien/Senior Secured Debt

 

 

7.62

 

 

 

 

 

Total

 

$

92.92

 

 

$

1.58

 

 

Proceeds from investments sold or repaid:

 

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

236.77

 

 

$

34.56

 

 

First Lien/Last-Out Unitranche

 

 

0.04

 

 

 

0.37

 

 

Second Lien/Senior Secured Debt

 

 

78.15

 

 

 

 

 

Total

 

$

314.96

 

 

$

34.93

 

 

Net (decrease) in portfolio

 

$

(222.04

)

 

$

(33.35

)

 

Number of new portfolio companies with new investment commitments

 

 

 

 

 

 

 

Total new investment commitment amount in new portfolio companies

 

$

 

 

$

 

 

Average new investment commitment amount in new portfolio companies

 

$

 

 

$

 

 

Number of existing portfolio companies with new investment commitments

 

 

4

 

 

 

1

 

 

Total new investment commitment amount in existing portfolio companies

 

$

92.92

 

 

$

1.58

 

 

Weighted average remaining term for new investment commitments (in years)(2)

 

 

5.6

 

 

 

1.9

 

 

Percentage of new debt investment commitments at cost for floating interest rates

 

 

100.0

%

 

 

0.0

%

 

Percentage of new debt investment commitments at cost for fixed interest rates

 

 

0.0

%

 

 

100.0

%

 

Weighted average yield on new debt and income producing investment commitments(3)

 

 

7.1

%

 

 

10.7

%

 

Weighted average yield on new investment commitments(4)

 

 

7.1

%

 

 

10.7

%

 

Weighted average yield on debt and income producing investments sold or repaid(5)

 

 

7.8

%

 

 

7.0

%

 

Weighted average yield on investments sold or repaid(6)

 

 

7.8

%

 

 

7.0

%

 

 

(1)

Figures for 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 and 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)

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.

(4)

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.

(5)

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

(6)

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.

 

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Table of Contents

 

RESULTS OF OPERATIONS

Our operating results were as follows:

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

($ in millions)

 

Total investment income

 

$

24.86

 

 

$

31.48

 

 

$

79.69

 

 

$

95.96

 

Net expenses

 

 

8.94

 

 

 

28.28

 

 

 

33.76

 

 

 

37.64

 

Net investment income

 

 

15.92

 

 

 

3.20

 

 

 

45.93

 

 

 

58.32

 

Net realized gain (loss) on investments

 

 

0.01

 

 

 

 

 

 

7.52

 

 

 

 

Net realized gain (loss) on foreign currency transactions

 

 

0.17

 

 

 

0.07

 

 

 

0.12

 

 

 

0.14

 

Net unrealized appreciation (depreciation) on investments

 

 

(6.22

)

 

 

22.41

 

 

 

3.16

 

 

 

(27.21

)

Net unrealized appreciation (depreciation) on foreign currency forward contracts and translations

 

 

1.03

 

 

 

(2.62

)

 

 

2.95

 

 

 

(2.70

)

Income tax (provision) benefit, realized and unrealized gain/loss

 

 

(0.07

)

 

 

(0.09

)

 

 

(0.23

)

 

 

(0.09

)

Net increase in Members’ Capital from operations

 

$

10.84

 

 

$

22.97

 

 

$

59.45

 

 

$

28.46

 

 

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

Investment Income

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

($ in millions)

 

Interest

 

$

23.21

 

 

$

29.15

 

 

$

74.59

 

 

$

91.01

 

Payment-in-kind income

 

 

1.26

 

 

 

1.41

 

 

 

4.08

 

 

 

3.35

 

Dividend income

 

 

0.07

 

 

 

0.04

 

 

 

0.17

 

 

 

0.16

 

Other income

 

 

0.32

 

 

 

0.88

 

 

 

0.85

 

 

 

1.44

 

Total investment income

 

$

24.86

 

 

$

31.48

 

 

$

79.69

 

 

$

95.96

 

 

In the table above:

Interest from investments decreased from $29.15 million and $91.01 million for the three and nine months ended September 30, 2020 to $23.21 million and $74.59 million for the three and nine months ended September 30, 2021, primarily due to a decrease in the size of our portfolio. The amortized cost of the portfolio decreased from $1,361.73 million as of September 30, 2020 to $893.03 million as of September 30, 2021.

Expenses

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

($ in millions)

 

Interest and other debt expenses

 

$

4.03

 

 

$

4.99

 

 

$

12.92

 

 

$

19.79

 

Management fees

 

 

2.41

 

 

 

3.49

 

 

 

8.39

 

 

 

10.18

 

Incentive fees

 

 

1.91

 

 

 

18.91

 

 

 

10.49

 

 

 

5.02

 

Professional fees

 

 

0.15

 

 

 

0.34

 

 

 

0.63

 

 

 

1.00

 

Directors’ fees

 

 

0.06

 

 

 

0.06

 

 

 

0.18

 

 

 

0.19

 

Other general and administrative expenses

 

 

0.38

 

 

 

0.49

 

 

 

1.15

 

 

 

1.46

 

Total expenses

 

$

8.94

 

 

$

28.28

 

 

$

33.76

 

 

$

37.64

 

 

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Table of Contents

 

In the table above:

Interest and other debt expenses decreased from $4.99 million for the three months ended September 30, 2020 to $4.03 million for the three months ended September 30, 2021. This was primarily due to a decrease in the average aggregate daily borrowings from $468.39 million to $422.27 million, which was driven by a decrease in the size of our portfolio.
Interest and other debt expenses decreased from $19.79 million for the nine months ended September 30, 2020 to $12.92 million for the nine months ended September 30, 2021. This was primarily due to a decrease in the average aggregate daily borrowings from $495.84 million to $454.07 million, which was driven by a decrease in the size of our portfolio.
Management fees decreased from $3.49 million and $10.18 million for the three and nine months ended September 30, 2020 to $2.41 million and $8.39 million for the three and nine months ended September 30, 2021, which was driven by a decrease in the size of our portfolio.
The accrual for Incentive Fees decreased from $18.91 million for the three months ended September 30, 2020 to $1.91 million for the three months ended September 30, 2021. This was primarily due to the reversal of change in unrealized depreciation from COVID-19 impacts during the three months ended March 31, 2020.
The accrual for Incentive Fees increased from $5.02 million for the nine months ended September 30, 2020 to $10.49 million for the nine months ended September 30, 2021 primarily due to the net increase in Members' Capital from operations.

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

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

(in millions)

 

Wrike, Inc.

 

$

 

 

$

 

 

$

7.52

 

 

$

 

Other, net

 

 

0.01

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss)

 

$

0.01

 

 

$

 

 

$

7.52

 

 

$

 

For the nine months ended September 30, 2021, net realized gains were primarily driven by the sale of our investment in Wrike, Inc. In February 2021, we sold our common stock, which resulted in a realized gain of $7.52 million.

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,
2021

 

 

September 30,
2020

 

 

September 30,
2021

 

 

September 30,
2020

 

 

 

($ in millions)

 

Unrealized appreciation

 

$

4.83

 

 

$

23.85

 

 

$

20.09

 

 

$

26.69

 

Unrealized depreciation

 

 

(11.05

)

 

 

(1.44

)

 

 

(16.93

)

 

 

(53.90

)

Net change in unrealized appreciation (depreciation) on investments

 

$

(6.22

)

 

$

22.41

 

 

$

3.16

 

 

$

(27.21

)

 

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Table of Contents

 

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

 

 

 

For the Three
Months Ended
September 30, 2021

 

 

For the Nine
Months Ended
September 30, 2021

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

 

 

 

Picture Head Midco LLC

 

$

0.76

 

 

$

1.11

 

iCIMS, Inc.

 

 

0.66

 

 

 

0.71

 

Odyssey Logistics & Technology Corporation

 

 

0.49

 

 

 

2.55

 

Doxim, Inc.

 

 

0.41

 

 

 

0.85

 

Recipe Acquisition Corp. (dba Roland Foods)

 

 

0.32

 

 

 

0.55

 

SPay, Inc. (dba Stack Sports)

 

 

0.29

 

 

 

0.89

 

Lithium Technologies, Inc.

 

 

0.19

 

 

 

1.05

 

Other, net(1)

 

 

0.16

 

 

 

9.47

 

Hollander Sleep & Décor (dba SureFit)

 

 

(0.05

)

 

 

(0.39

)

SMB Shipping Logistics, LLC (dba Worldwide Express)

 

 

(0.34

)

 

 

1.29

 

Wine.com, LLC

 

 

(0.38

)

 

 

(0.40

)

Gastro Health Holdco, LLC

 

 

(0.55

)

 

 

0.38

 

Market Track, LLC

 

 

(0.58

)

 

 

0.68

 

Diligent Corporation

 

 

(0.81

)

 

 

(0.23

)

Fenergo Finance 3 Limited

 

 

(0.81

)

 

 

(1.54

)

Chase Industries, Inc. (dba Senneca Holdings)

 

 

(5.98

)

 

 

(6.08

)

Wrike, Inc.

 

 

 

 

 

(7.73

)

Total

 

$

(6.22

)

 

$

3.16

 

 

(1)

For the three and nine months ended September 30, 2021, other, net includes gross unrealized appreciation of $1.72 million and $10.04 million, respectively, and gross unrealized depreciation of $(1.56) million and $(0.57) million, respectively.

 

Net change in unrealized appreciation (depreciation) in our investments for the three months ended September 30, 2021 was primarily impacted by the financial underperformance of Chase Industries, Inc. (dba Senneca Holdings). Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2021 continued to be impacted by improved economic indicators as a result of the rebound experienced from the COVID-19 pandemic, which was partially offset by the reversal of unrealized appreciation in connection with the aforementioned sale of Wrike, Inc. and the financial underperformance of Chase Industries, Inc. (dba Senneca Holdings).

 

 

 

 

For the Three
Months Ended
September 30, 2020

 

 

For the Nine
Months Ended
September 30, 2020

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

 

 

 

Other, net(1)

 

$

10.71

 

 

$

(23.33

)

Zep Inc.

 

 

4.66

 

 

 

9.97

 

Fenergo Finance 3 Limited

 

 

1.45

 

 

 

1.11

 

National Spine and Pain Centers, LLC

 

 

1.25

 

 

 

0.14

 

Wrike, Inc.

 

 

1.12

 

 

 

4.63

 

iCIMS, Inc.

 

 

1.08

 

 

 

(0.13

)

Wine.com, LLC

 

 

0.88

 

 

 

4.14

 

Empirix, Inc.

 

 

0.86

 

 

 

2.40

 

Odyssey Logistics & Technology Corporation

 

 

0.83

 

 

 

(3.85

)

Accuity Delivery Systems, LLC

 

 

0.56

 

 

 

2.22

 

Picture Head Midco LLC

 

 

0.21

 

 

 

(2.17

)

Chase Industries, Inc. (dba Senneca Holdings)

 

 

0.05

 

 

 

(12.45

)

Midwest Transport, Inc.

 

 

(0.08

)

 

 

0.04

 

Vantage Mobility International, LLC

 

 

(0.10

)

 

 

(6.53

)

Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B

 

 

(0.15

)

 

 

(0.39

)

Country Fresh Holding Company Inc.

 

 

(0.16

)

 

 

(0.79

)

CorePower Yoga LLC

 

 

(0.76

)

 

 

(2.22

)

Total

 

$

22.41

 

 

$

(27.21

)

 

(1)

For the three and nine months ended September 30, 2020, other, net includes gross unrealized appreciation of $10.90 million and $2.04 million, respectively, and gross unrealized depreciation of $(0.19) million and $(25.37) million, respectively.

 

Net change in unrealized appreciation (depreciation) in our investments for the three and nine months ended September 30, 2020 was impacted by the COVID-19 pandemic. In addition, the net change in unrealized appreciation (depreciation) was primarily driven by the unrealized depreciation in Chase Industries, Inc. (dba Senneca Holdings), which was placed on non-accrual status due to financial underperformance, though this was partially offset by the unrealized appreciation in Zep Inc. due to financial improvement.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities in addition to the JPM Revolving Credit Facility, 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 200% after such borrowing (or 150% if certain requirements are met). See “—Key Components of Operations—Leverage.” As of September 30, 2021 and December 31, 2020, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the JPM Revolving Credit Facility) was 250% and 271%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

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

We had aggregate capital commitments and undrawn capital commitments from investors as follows:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

Common Units

 

$

1,097.43

 

 

$

60.36

 

 

 

95

%

 

$

1,097.43

 

 

$

60.36

 

 

 

95

%

 

 

We did not issue a capital drawdown for the three and nine months ended September 30, 2021.

 

The following table summarizes the total Units issued and proceeds related to capital drawdowns:

 

 

Unit Issue Date

 

Units Issued

 

 

Proceeds
Received
($ in millions)

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

 

March 27, 2020

 

 

502,481

 

 

$

43.90

 

Total capital drawdowns

 

 

502,481

 

 

$

43.90

 

 

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company 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. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of September 30, 2021:

 

 

 

 

Payments Due by Period ($ in millions)
 

 

 

 

Total

 

 

Less Than
1 Year

 

 

1 – 3
Years

 

 

3 – 5
Years

 

 

More Than
5 Years

 

JPM Revolving Credit Facility

 

$

377.82

 

 

$

 

 

$

377.82

 

 

$

 

 

$

 

 

(1)

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 September 30, 2021, the Company had outstanding borrowings denominated in USD of $348.89 million and in Euros (EUR) of 24.90 million. As of December 31, 2020, the Company had outstanding borrowings denominated in USD of $408.89 million and in EUR of 50.90 million.

 

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JPM Revolving Credit Facility

On November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly-owned subsidiary, entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and we serve as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on August 17, 2018, December 10, 2018, February 22, 2019, April 3, 2020, August 26, 2020, November 23, 2020 and June 21, 2021.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, in each case, plus the applicable margin. The applicable margin is 3.25% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility is a multicurrency facility. As of September 30, 2021, the total commitments under the JPM Revolving Credit Facility were $377.93 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at such time.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to us, and our exposure under the JPM Revolving Credit Facility is limited to the value of our investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if we are no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2021, 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
 

 

 

 

September 30,
2021

 

 

December 31,
2020

 

 

 

(in millions)

 

Unfunded Commitments

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

30.75

 

 

$

37.69

 

Total

 

$

30.75

 

 

$

37.69

 

 

As of September 30, 2021, we had aggregate Commitments and undrawn Commitments from investors as follows:

 

 

 

 

September 30, 2021

 

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

Common Units

 

$

1,097.43

 

 

$

60.36

 

 

 

95

%

 

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HEDGING

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

RECENT DEVELOPMENTS

On October 22, 2021, our Board of Directors approved Carmine Rossetti as our Chief Financial Officer, Treasurer and principal financial officer effective November 8, 2021. Joseph DiMaria has served as our Interim Chief Financial Officer and Interim Treasurer while we were seeking a permanent replacement, and Mr. DiMaria will resign from those roles on the effective date of Mr. Rossetti’s appointment. Mr. DiMaria’s expected resignation is not the result of any disagreement with us.

 

CRITICAL ACCOUNTING POLICIES

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

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

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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, 2021 and December 31, 2020, on a fair value basis, approximately 0.6% and 1.2%, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 99.4% and 98.8%, of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility bear interest at a floating rate.

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

Based on our September 30, 2021 balance sheet, 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, 2021
Basis Point Change

 

Interest
Income

 

 

Interest
Expense

 

 

Net
Income

 

($ in millions)

 

 

 

 

 

 

 

 

 

Up 300 basis points

 

$

14.89

 

 

$

(8.59

)

 

$

6.30

 

Up 200 basis points

 

 

8.00

 

 

 

(5.73

)

 

 

2.27

 

Up 100 basis points

 

 

1.10

 

 

 

(2.86

)

 

 

(1.76

)

Up 75 basis points

 

 

0.24

 

 

 

(2.15

)

 

 

(1.91

)

Up 50 basis points

 

 

0.13

 

 

 

(1.43

)

 

 

(1.30

)

Up 25 basis points

 

 

0.07

 

 

 

(0.72

)

 

 

(0.65

)

Down 25 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

Down 50 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

Down 75 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

Down 100 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

Down 200 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

Down 300 basis points

 

 

(0.03

)

 

 

0.37

 

 

 

0.34

 

 

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

 

 

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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 Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2021. 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 September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

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

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 25, 2021. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Market Developments and General Business Environment

Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.

Social, political, economic and other conditions and events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which the Company and its investments are exposed. In addition, global economies and financial markets are increasingly interconnected, and political, economic and other conditions and events in one country, region, or financial market may adversely impact issuers in a different country, region or financial market. Furthermore, the occurrence of, among other events, natural or man-made disasters, severe weather or geological events, fires, floods, earthquakes, outbreaks of disease (such as COVID-19, avian influenza or H1N1/09), epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, also adversely impact our performance from time to time. Such events may result in, and have resulted in, closing borders, securities exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events have adversely impacted, and may continue to adversely impact our portfolio companies and markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. We have been, and may continue to be negatively impacted if the value of our portfolio company holdings were harmed by such political or economic conditions or events. Moreover, such negative political and economic conditions and events have disrupted, and could continue to disrupt the processes necessary for our operations. This has created, and may continue to create widespread business continuity issues for us and our portfolio companies and heightened cybersecurity, information security and operational risks as a result of, among other things, remote work arrangements.

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For example, in December 2019, COVID-19 emerged in China and has since spread rapidly to other countries, including the United States. This outbreak has led, and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. While several countries, as well as certain states in the United States, have liberalized public health restrictions as to further reopen their economies, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Comprehensive vaccination programs have led to the lifting of health and safety restrictions in some countries, such as the U.S. and China. However, other countries have encountered more challenging circumstances as a result of slower distribution of vaccines and the spread of new variants, most notably the Delta variant. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the U.S. and other major markets. The potential exists for the Delta variant or other variants of COVID-19 to impede the global economic recovery and may exacerbate geographic differences in the spread of, and response to, COVID-19. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following, among other things: (i) government imposition and/or re-imposition of various forms of shelter-in-place orders and the closing of "non-essential" businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as furloughs or lay-offs of employees (while such measures are hoped to be temporary, their impact may persist or become permanent); (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments, forbearance agreements and waivers of provisions of their credit agreements in order to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems in functioning of the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. The COVID-19 outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this quarterly report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Further, even after the pandemic subsides, the U.S. economy, as well as most other major global economies may continue to experience a recession, and we anticipate our business could be materially and adversely affected by a prolonged recession in the U.S. and other major markets.

Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies. In many instances, the impact will be adverse and profound. For example, middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and adversely impact (i) the value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements under the Investment Company Act, (v) our ability to maintain our distributions at their current level or to pay them at all or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.

Disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.

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Risks Relating to Our Business and Structure

We are exposed to risks associated with changes in interest rates.

Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to suitable replacements for interbank offered rates (“IBORs”). On March 5 2021, the Financial Conduct Authority (“FCA”) and ICE Benchmark Authority formally announced the dates after which the LIBORs will no longer be representative and subsequently cease publication. The Alternative Reference Rates Committee confirmed that this announcement constitutes a “Benchmark Transition Event”. The publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings will cease after December 31, 2021. The publication of the overnight, 1 month, 3 month, 6 month, and 12 months USD LIBOR settings will cease after June 30, 2023. The FCA plans to consult the market on creating “synthetic” 1 month, 3 month and 6 month rates for GBP and JPY LIBOR, to be published for a limited time. New York State legislation was signed into law to aid “tough legacy” LIBOR contracts. Other legislative solutions are being pursued at the Federal level, in the U.K., and in Europe. The U.S. federal banking agencies have also issued guidance encouraging banking and global organizations to cease reference to USD LIBOR as soon as practicable and in any event by December 31, 2021.The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. However, the outbreak of COVID-19 may adversely impact the timing of many firms’ transition planning, and we continue to assess the potential impact of the COVID-19 outbreak on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR or alternative reference rates could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize one-week and two-month USD LIBOR terms or sterling, euro, Swiss franc and Japanese yen settings as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. As such, some or all of these credit agreements may bear a lower interest rate, which would adversely impact our financial condition or results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facilities. If we are unable to do so, amounts drawn under the Revolving Credit Facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our Units. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

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If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Advisory Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.

Interest rates in the United States are currently at historically low levels. Certain countries have experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility.

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

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

 

INDEX TO EXHIBITS

 

EXHIBIT NO.

 

EXHIBIT

 

 

 

3.1

 

Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55660), filed on July 13, 2016).

 

 

 

3.2

 

Second Amended and Restated Limited Liability Company Agreement dated November 1, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 000-55660), filed on November 3, 2016).

 

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

* Filed herewith.

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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 PRIVATE MIDDLE MARKET CREDIT LLC

 

 

 

 

Date: November 4, 2021

 

 

/s/ Brendan McGovern

 

 

 

Brendan McGovern

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer)

 

 

 

 

Date: November 4, 2021

 

 

/s/ Joseph DiMaria

 

 

 

Joseph DiMaria

Interim Chief Financial Officer and Interim Treasurer

(Principal Financial Officer)

 

 

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