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Goldman Sachs Private Middle Market Credit II

Filed: 4 Nov 21, 4:14pm

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: 000-56052

 

Goldman Sachs Private Middle Market Credit II LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware

83-3053002

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

200 West Street, New York, New York

10282

(Address of Principal Executive Offices)

(Zip Code)

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

 

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  

The number of the registrant’s limited liability company common units outstanding as of November 4, 2021 was 10,296,662.

 

 

 


Table of Contents

 

 

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II 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

 

18

ITEM 2.

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

 

36

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

48

ITEM 4.

Controls and Procedures

 

49

 

 

 

 

PART II

OTHER INFORMATION

 

49

ITEM 1.

Legal Proceedings

 

49

ITEM 1A.

Risk Factors

 

49

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

52

ITEM 3.

Defaults Upon Senior Securities

 

52

ITEM 4.

Mine Safety Disclosures

 

52

ITEM 5.

Other Information

 

52

ITEM 6.

Exhibits

 

52

 

 

 

SIGNATURES

 

54

 

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, 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 II 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 $1,912,698 and $1,171,340)

 

$

1,914,911

 

 

$

1,159,046

 

Cash

 

 

121,389

 

 

 

8,709

 

Receivable for investments sold

 

 

643

 

 

 

191

 

Receivable for common units sold

 

 

3,696

 

 

 

 

Interest and dividends receivable

 

 

14,483

 

 

 

7,148

 

Deferred financing costs

 

 

7,465

 

 

 

4,010

 

Other assets

 

 

590

 

 

 

564

 

Total assets

 

$

2,063,177

 

 

$

1,179,668

 

Liabilities

 

 

 

 

 

 

 

 

Debt

 

$

1,021,718

 

 

$

547,700

 

Interest and other debt expenses payable

 

 

6,515

 

 

 

1,821

 

Management fees payable

 

 

3,306

 

 

 

2,248

 

Incentive fees payable

 

 

16,260

 

 

 

 

Payable for investments purchased

 

 

203

 

 

 

30

 

Distribution payable

 

 

 

 

 

13,798

 

Accrued offering costs

 

 

 

 

 

218

 

Directors’ fees payable

 

 

92

 

 

 

5

 

Accrued expenses and other liabilities

 

 

1,636

 

 

 

828

 

Total liabilities

 

$

1,049,730

 

 

$

566,648

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

Members’ capital

 

 

 

 

 

 

 

 

Preferred units (0 units issued and outstanding)

 

$

 

 

$

 

Common units (10,296,662 and 6,427,515 units issued and outstanding as of September 30, 2021 and December 31, 2020)

 

 

1,001,823

 

 

 

625,491

 

Distributable earnings

 

 

11,624

 

 

 

(12,471

)

Total members’ capital

 

$

1,013,447

 

 

$

613,020

 

Total liabilities and members’ capital

 

$

2,063,177

 

 

$

1,179,668

 

Net asset value per unit

 

$

98.42

 

 

$

95.37

 

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

4


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30, 2021

 

 

September 30, 2020

 

 

September 30, 2021

 

 

September 30, 2020

 

Investment Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

38,577

 

 

$

14,567

 

 

$

96,004

 

 

$

35,175

 

Other income

 

 

591

 

 

 

869

 

 

 

1,590

 

 

 

1,108

 

From non-controlled affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

 

 

 

 

 

 

 

 

 

31

 

Total investment income

 

$

39,168

 

 

$

15,436

 

 

$

97,594

 

 

$

36,314

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other debt expenses

 

$

9,109

 

 

$

1,839

 

 

$

22,529

 

 

$

5,885

 

Management fees

 

 

3,306

 

 

 

1,877

 

 

 

8,240

 

 

 

4,483

 

Incentive fees

 

 

4,501

 

 

 

 

 

 

16,260

 

 

 

 

Offering costs

 

 

 

 

 

220

 

 

 

 

 

 

677

 

Professional fees

 

 

262

 

 

 

191

 

 

 

1,046

 

 

 

473

 

Directors’ fees

 

 

91

 

 

 

93

 

 

 

271

 

 

 

272

 

Other general and administrative expenses

 

 

543

 

 

 

398

 

 

 

1,668

 

 

 

1,019

 

Total expenses

 

$

17,812

 

 

$

4,618

 

 

$

50,014

 

 

$

12,809

 

Net investment income

 

$

21,356

 

 

$

10,818

 

 

$

47,580

 

 

$

23,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

$

93

 

 

$

 

 

$

122

 

 

$

 

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

4,173

 

 

 

8,663

 

 

 

14,508

 

 

 

(14,246

)

Net realized and unrealized gains (losses)

 

$

4,266

 

 

$

8,663

 

 

$

14,630

 

 

$

(14,246

)

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

 

 

(117

)

 

 

(70

)

 

 

(106

)

 

 

(70

)

Net increase in members’ capital from operations

 

$

25,505

 

 

$

19,411

 

 

$

62,104

 

 

$

9,189

 

Weighted average units outstanding

 

 

8,437,071

 

 

 

5,463,738

 

 

 

7,117,107

 

 

 

4,158,080

 

Net investment income per unit (basic and diluted)

 

$

2.53

 

 

$

1.98

 

 

$

6.69

 

 

$

5.65

 

Earnings per unit (basic and diluted)

 

$

3.02

 

 

$

3.55

 

 

$

8.73

 

 

$

2.21

 

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

 

5


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except 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

 

$

742,211

 

 

$

415,422

 

 

$

613,020

 

 

$

227,925

 

Increase in members’ capital from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

21,356

 

 

$

10,818

 

 

$

47,580

 

 

$

23,505

 

Net realized gain

 

 

93

 

 

 

 

 

 

122

 

 

 

 

Net change in unrealized appreciation (depreciation)

 

 

4,173

 

 

 

8,663

 

 

 

14,508

 

 

 

(14,246

)

(Provision) benefit for unrealized appreciation/depreciation on investments

 

 

(117

)

 

 

(70

)

 

 

(106

)

 

 

(70

)

Net increase in members’ capital from operations

 

$

25,505

 

 

$

19,411

 

 

$

62,104

 

 

$

9,189

 

Distributions to unitholders from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings

 

$

(19,915

)

 

$

(7,300

)

 

$

(38,009

)

 

$

(13,144

)

Total distributions to unitholders

 

$

(19,915

)

 

$

(7,300

)

 

$

(38,009

)

 

$

(13,144

)

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of units

 

$

265,646

 

 

$

156,758

 

 

$

376,332

 

 

$

360,321

 

Net increase in members’ capital from capital transactions

 

$

265,646

 

 

$

156,758

 

 

$

376,332

 

 

$

360,321

 

Total increase in members’ capital

 

$

271,236

 

 

$

168,869

 

 

$

400,427

 

 

$

356,366

 

Members’ capital at end of period

 

$

1,013,447

 

 

$

584,291

 

 

$

1,013,447

 

 

$

584,291

 

Distributions declared per unit

 

$

2.64

 

 

$

1.67

 

 

$

5.46

 

 

$

3.11

 

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

 

6


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

September 30, 2021

 

 

September 30, 2020

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net increase (decrease) in Members’ Capital from operations:

 

$

62,104

 

 

$

9,189

 

Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net

   cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

Purchases of investments

 

 

(1,027,118

)

 

 

(416,779

)

Payment-in-kind interest capitalized

 

 

(3,636

)

 

 

(74

)

Proceeds from sales of investments and principal repayments

 

 

297,851

 

 

 

31,277

 

Net realized (gain) loss on investments

 

 

(122

)

 

 

 

Net change in unrealized (appreciation) depreciation on investments

 

 

(14,508

)

 

 

14,246

 

Amortization of premium and accretion of discount, net

 

 

(8,310

)

 

 

(1,702

)

Amortization of deferred financing costs

 

 

2,655

 

 

 

1,231

 

Amortization of deferred offering costs

 

 

 

 

 

677

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in receivable for investments sold

 

 

(452

)

 

 

(281

)

(Increase) decrease in receivable for common units sold

 

 

(3,696

)

 

 

148

 

(Increase) decrease in interest and dividends receivable

 

 

(7,335

)

 

 

(2,998

)

(Increase) decrease in other assets

 

 

(26

)

 

 

(604

)

Increase (decrease) in interest and other debt expenses payable

 

 

4,870

 

 

 

59

 

Increase (decrease) in management fees payable

 

 

1,058

 

 

 

1,199

 

Increase (decrease) in incentive fees payable

 

 

16,260

 

 

 

 

Increase (decrease) in payable for investments purchased

 

 

173

 

 

 

 

Increase (decrease) in directors’ fees payable

 

 

87

 

 

 

90

 

Increase (decrease) in accrued expenses and other liabilities

 

 

808

 

 

 

829

 

Net cash provided by (used for) operating activities

 

$

(679,337

)

 

$

(363,493

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common units

 

$

376,332

 

 

$

360,321

 

Offering costs paid

 

 

(240

)

 

 

(291

)

Distributions paid

 

 

(51,807

)

 

 

(17,729

)

Financing costs paid

 

 

(6,286

)

 

 

(2,979

)

Borrowings on debt

 

 

1,419,168

 

 

 

424,800

 

Repayments of debt

 

 

(945,150

)

 

 

(359,100

)

Net cash provided by (used for) financing activities

 

$

792,017

 

 

$

405,022

 

Net increase (decrease) in cash

 

 

112,680

 

 

 

41,529

 

Cash, beginning of period

 

 

8,709

 

 

 

6,605

 

Cash, end of period

 

$

121,389

 

 

$

48,134

 

Supplemental and non-cash activities

 

 

 

 

 

 

 

 

Interest expense paid

 

$

14,010

 

 

$

4,105

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

7


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II 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  - 185.53%

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

6.50%

L + 5.50%

1.00%

11/06/26

$

       8,655

 

$

8,542

 

$

8,525

 

(1) (2) (3)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

6.95%

CDN P + 4.50%

 

11/06/26

CAD

   128

 

 

101

 

 

95

 

(1) (2) (3)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

 

L + 5.50%

1.00%

11/06/26

 

1,059

 

 

(14

)

 

(16

)

(1) (2) (3) (4)

3SI Security Systems, Inc.

Commercial Services & Supplies

6.75%

L + 5.75%

1.00%

06/16/23

 

2,145

 

 

2,134

 

 

2,134

 

(2) (5)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

7.25%

L + 6.25%

1.00%

03/10/27

 

14,853

 

 

14,514

 

 

14,519

 

(2) (3)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

7.25%

L + 6.25%

1.00%

03/10/27

 

1,100

 

 

140

 

 

140

 

(2) (3) (4)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

 

L + 6.25%

1.00%

03/10/27

 

2,759

 

 

(31

)

 

(62

)

(2) (3) (4)

Acquia, Inc.

Software

8.00%

L + 7.00%

1.00%

10/31/25

 

24,940

 

 

24,493

 

 

24,566

 

(2) (3) (5)

Acquia, Inc.

Software

8.00%

L + 7.00%

1.00%

10/31/25

 

1,933

 

 

123

 

 

126

 

(2) (3) (4) (5)

Apptio, Inc.

IT Services

8.25%

L + 7.25%

1.00%

01/10/25

 

26,813

 

 

26,116

 

 

26,813

 

(2) (5)

Apptio, Inc.

IT Services

 

L + 7.25%

1.00%

01/10/25

 

769

 

 

285

 

 

308

 

(2) (4) (5)

AQ Helios Buyer, Inc. (aka SurePoint)

Software

8.00%

L + 7.00%

1.00%

07/01/26

 

29,120

 

 

28,562

 

 

28,538

 

(3)

AQ Helios Buyer, Inc. (aka SurePoint)

Software

8.00%

L + 7.00%

1.00%

07/01/26

 

4,160

 

 

420

 

 

416

 

(3) (4)

AQ Helios Buyer, Inc. (aka SurePoint)

Software

 

L + 7.00%

1.00%

07/01/26

 

10,510

 

 

 

 

 

(3) (4)

Aria Systems, Inc.

Diversified Financial Services

8.00%

L + 7.00%

1.00%

06/30/26

 

15,062

 

 

14,846

 

 

14,874

 

(2) (3)

Aria Systems, Inc.

Diversified Financial Services

 

L + 7.00%

1.00%

06/30/26

 

3,780

 

 

 

 

(47

)

(2) (3) (4)

Assembly Intermediate LLC

Diversified Consumer Services

 

L + 7.00%

1.00%

10/19/27

 

39,908

 

 

 

 

 

(3) (4)

Assembly Intermediate LLC

Diversified Consumer Services

 

L + 7.00%

1.00%

10/19/27

 

9,977

 

 

 

 

 

(3) (4)

Assembly Intermediate LLC

Diversified Consumer Services

 

L + 7.00%

1.00%

10/19/27

 

3,991

 

 

 

 

 

(3) (4)

Broadway Technology, LLC

Diversified Financial Services

7.50%

L + 6.50%

1.00%

01/08/26

 

24,079

 

 

23,657

 

 

23,597

 

(2) (3)

Bullhorn, Inc.

Professional Services

6.75%

L + 5.75%

1.00%

09/30/26

 

13,736

 

 

13,524

 

 

13,599

 

(2) (3) (5)

Bullhorn, Inc.

Professional Services

6.75%

L + 5.75%

1.00%

09/30/26

 

635

 

 

626

 

 

629

 

(2) (3) (5)

Bullhorn, Inc.

Professional Services

6.75%

L + 5.75%

1.00%

09/30/26

 

285

 

 

281

 

 

282

 

(2) (3) (5)

Bullhorn, Inc.

Professional Services

6.75%

L + 5.75%

1.00%

09/30/26

 

227

 

 

224

 

 

225

 

(2) (3) (5)

Bullhorn, Inc.

Professional Services

 

L + 5.75%

1.00%

09/30/26

 

693

 

 

(10

)

 

(7

)

(2) (3) (4) (5)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

7.50%

L + 6.50%

1.00%

10/01/26

 

40,334

 

 

39,640

 

 

39,930

 

(2) (3)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

 

L + 6.50%

1.00%

10/01/25

 

9,170

 

 

(149

)

 

(92

)

(2) (3) (4)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

6.50%

L + 5.50%

1.00%

07/01/24

 

16,654

 

 

16,488

 

 

16,446

 

(2) (3) (5)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

6.50%

L + 5.50%

1.00%

07/01/24

 

1,785

 

 

1,774

 

 

1,762

 

(2) (3) (5)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

6.50%

L + 5.50%

1.00%

07/01/24

 

4,563

 

 

1,312

 

 

1,312

 

(2) (3) (4)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

L + 6.00%

1.00%

11/14/25

 

18,407

 

 

12,151

 

 

12,375

 

(2) (3) (4)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

L + 6.00%

1.00%

11/14/25

 

10,296

 

 

10,079

 

 

10,296

 

(2) (3)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

L + 6.00%

1.00%

11/14/25

 

10,267

 

 

10,096

 

 

10,267

 

(2) (3) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

L + 6.00%

1.00%

11/14/25

 

4,323

 

 

4,249

 

 

4,323

 

(2) (3) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

 

L + 6.00%

1.00%

11/14/25

 

1,320

 

 

(18

)

 

 

(2) (3) (4) (5)

CivicPlus LLC

Software

7.00%

L + 6.25%

0.75%

08/24/27

 

5,700

 

 

5,588

 

 

5,586

 

(3)

CivicPlus LLC

Software

 

L + 6.25%

0.75%

08/24/27

 

537

 

 

(11

)

 

(11

)

(3) (4)

CivicPlus LLC

Software

 

L + 6.25%

0.75%

08/24/27

 

2,680

 

 

(26

)

 

(27

)

(3) (4)

Convene 237 Park Avenue, LLC (dba Convene)

Real Estate Mgmt. & Development

11.00%

L + 9.50% (incl. 2.00% PIK)

1.50%

08/30/24

 

29,294

 

 

28,951

 

 

22,850

 

(2) (3) (5)

Convene 237 Park Avenue, LLC (dba Convene)

Real Estate Mgmt. & Development

11.00%

L + 9.50% (incl. 2.00% PIK)

1.50%

08/30/24

 

8,616

 

 

8,509

 

 

6,721

 

(2) (3) (5)

 

 

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

 


8


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II 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

CORA Health Holdings Corp

Health Care Providers & Services

6.75%

L + 5.75%

1.00%

06/15/27

$

20,663

 

$

20,367

 

$

20,405

 

(2) (3)

CORA Health Holdings Corp

Health Care Providers & Services

 

L + 5.75%

1.00%

06/15/27

 

8,092

 

 

(58

)

 

(101

)

(2) (3) (4)

Cordeagle US Finco, Inc. (aka Condeco)

Software

7.75%

L + 6.75%

1.00%

07/30/27

 

14,545

 

 

14,261

 

 

14,254

 

(1) (3)

Cordeagle US Finco, Inc. (aka Condeco)

Software

 

L + 6.75%

1.00%

07/30/27

 

2,238

 

 

(44

)

 

(45

)

(1) (3) (4)

CorePower Yoga LLC

Diversified Consumer Services

8.00%

L + 7.00% (incl. 5.00% PIK)

1.00%

05/14/25

 

9,259

 

 

9,156

 

 

7,708

 

(2) (3) (5)

CorePower Yoga LLC

Diversified Consumer Services

 

L + 7.00% (incl. 5.00% PIK)

1.00%

05/14/25

 

633

 

 

(7

)

 

(106

)

(2) (3) (4) (5)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

7.00%

L + 6.00%

1.00%

10/03/25

 

16,838

 

 

16,649

 

 

16,754

 

(2) (3) (5)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

7.00%

L + 6.00%

1.00%

10/27/25

 

13,855

 

 

13,589

 

 

13,786

 

(2) (3)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

 

L + 6.00%

1.00%

10/03/25

 

1,291

 

 

(14

)

 

(6

)

(2) (3) (4) (5)

DECA Dental Holdings LLC

Health Care Providers & Services

6.50%

L + 5.75%

0.75%

08/28/28

 

19,658

 

 

19,270

 

 

19,265

 

(3)

DECA Dental Holdings LLC

Health Care Providers & Services

 

L + 5.75%

0.75%

08/26/27

 

1,552

 

 

(31

)

 

(31

)

(3) (4)

DECA Dental Holdings LLC

Health Care Providers & Services

 

L + 5.75%

0.75%

08/28/28

 

6,725

 

 

(66

)

 

(67

)

(3) (4)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

 

20,872

 

 

20,457

 

 

21,028

 

(2) (3) (5)

Diligent Corporation

Professional Services

6.75%

L + 5.75%

1.00%

08/04/25

 

12,935

 

 

12,818

 

 

12,838

 

(2) (3)

Diligent Corporation

Professional Services

6.75%

L + 5.75%

1.00%

08/04/25

 

8,786

 

 

8,708

 

 

8,720

 

(2) (3)

Diligent Corporation

Professional Services

7.25%

L + 6.25%

1.00%

08/04/25

 

5,106

 

 

1,002

 

 

1,139

 

(2) (3) (4) (5)

Diligent Corporation

Professional Services

 

L + 6.25%

1.00%

08/04/25

 

3,503

 

 

(49

)

 

26

 

(2) (3) (4) (5)

Elemica Parent, Inc.

Chemicals

7.00%

L + 6.00%

1.00%

09/18/25

 

3,556

 

 

3,494

 

 

3,468

 

(2) (3)

Elemica Parent, Inc.

Chemicals

7.00%

L + 6.00%

1.00%

09/18/25

 

1,389

 

 

1,353

 

 

1,354

 

(2) (3)

Elemica Parent, Inc.

Chemicals

7.00%

L + 6.00%

1.00%

09/18/25

 

695

 

 

681

 

 

677

 

(2) (3)

Elemica Parent, Inc.

Chemicals

7.00%

L + 6.00%

1.00%

09/18/25

 

519

 

 

506

 

 

506

 

(2) (3)

Elemica Parent, Inc.

Chemicals

7.00%

L + 6.00%

1.00%

09/18/25

 

470

 

 

255

 

 

251

 

(2) (3) (4)

Elemica Parent, Inc.

Chemicals

 

L + 6.00%

1.00%

09/18/25

 

350

 

 

(4

)

 

(9

)

(2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

L + 5.50%

1.00%

12/06/25

 

6,318

 

 

6,248

 

 

6,239

 

(2) (3) (5)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

L + 5.50%

1.00%

12/06/25

 

2,972

 

 

2,923

 

 

2,934

 

(2) (3)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

L + 5.50%

1.00%

12/06/25

 

2,722

 

 

2,689

 

 

2,688

 

(2) (3) (5)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

L + 5.50%

1.00%

12/06/25

 

1,365

 

 

531

 

 

529

 

(2) (3) (4) (5)

ESO Solutions, Inc

Health Care Technology

8.00%

L + 7.00%

1.00%

05/03/27

 

36,294

 

 

35,603

 

 

35,659

 

(2) (3)

ESO Solutions, Inc

Health Care Technology

 

L + 7.00%

1.00%

05/03/27

 

3,292

 

 

(61

)

 

(58

)

(2) (3) (4)

Experity, Inc.

Health Care Technology

6.25%

L + 5.50%

0.75%

07/22/27

 

34,262

 

 

34,099

 

 

34,094

 

(3)

Experity, Inc.

Health Care Technology

 

L + 5.50%

0.75%

07/22/27

 

3,023

 

 

(14

)

 

(15

)

(3) (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

 

8,776

 

 

8,729

 

 

8,732

 

(2) (5)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

L + 5.75% (incl. 0.25% PIK)

1.00%

08/21/23

 

122

 

 

(1

)

 

(1

)

(2) (4) (5)

Gainsight, Inc.

Software

7.00%

L + 6.25%

0.75%

07/30/27

 

27,600

 

 

27,128

 

 

27,117

 

(3)

Gainsight, Inc.

Software

 

L + 6.25%

0.75%

07/30/27

 

4,830

 

 

(82

)

 

(85

)

(3) (4)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

9.00%

L + 7.00%

2.00%

06/24/25

 

13,895

 

 

13,659

 

 

13,652

 

(2) (3)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

9.00%

L + 7.00%

2.00%

06/24/25

 

2,606

 

 

2,388

 

 

2,385

 

(2) (3) (4)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

 

L + 7.00%

2.00%

06/24/25

 

1,749

 

 

(29

)

 

(31

)

(2) (3) (4)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

7.25%

L + 6.25%

1.00%

01/29/27

 

26,642

 

 

26,033

 

 

25,976

 

(3)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

7.00%

L + 6.00%

1.00%

01/29/27

 

3,460

 

 

2,036

 

 

2,003

 

(3) (4)

 

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

 

9


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II 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

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

 

L + 6.25%

1.00%

01/29/27

$

2,337

 

$

(31

)

$

(58

)

(3) (4)

Governmentjobs.com, Inc. (dba NeoGov)

Software

8.00%

L + 7.00%

1.00%

02/05/26

 

34,208

 

 

33,611

 

 

34,294

 

(2) (3)

Governmentjobs.com, Inc. (dba NeoGov)

Software

7.50%

L + 6.50%

1.00%

02/05/26

 

33,643

 

 

33,126

 

 

33,138

 

(2) (3) (5)

Governmentjobs.com, Inc. (dba NeoGov)

Software

7.50%

L + 6.50%

1.00%

02/05/26

 

4,486

 

 

271

 

 

269

 

(2) (3) (4) (5)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

6.75%

L + 5.75%

1.00%

05/22/26

 

8,938

 

 

8,807

 

 

8,871

 

(3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

6.75%

L + 5.75%

1.00%

05/22/26

 

7,467

 

 

7,355

 

 

7,411

 

(3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

6.75%

L + 5.75%

1.00%

05/22/26

 

631

 

 

628

 

 

627

 

(3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

 

L + 5.75%

1.00%

05/22/26

 

914

 

 

(13

)

 

(7

)

(3) (4)

Heartland Home Services

Diversified Consumer Services

 

L + 6.00%

1.00%

12/15/26

 

13,624

 

 

(66

)

 

(136

)

(2) (3) (4)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

7.00%

L + 6.00%

1.00%

12/15/26

 

17,781

 

 

17,500

 

 

17,603

 

(2) (3)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

7.00%

L + 6.00%

1.00%

12/15/26

 

7,372

 

 

7,340

 

 

7,298

 

(2) (3)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

7.06%

L + 6.00%

1.00%

12/15/26

 

2,309

 

 

1,899

 

 

1,917

 

(2) (3) (4)

Honor HN Buyer, Inc

Health Care Providers & Services

 

L + 6.00%

1.00%

10/15/27

 

23,370

 

 

 

 

 

(3) (4)

Honor HN Buyer, Inc

Health Care Providers & Services

 

L + 6.00%

1.00%

10/15/27

 

12,776

 

 

 

 

 

(3) (4)

Honor HN Buyer, Inc

Health Care Providers & Services

 

L + 6.00%

1.00%

10/15/27

 

2,554

 

 

 

 

 

(3) (4)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

7.00%

L + 6.00%

1.00%

10/23/26

 

32,414

 

 

31,925

 

 

32,090

 

(1) (2) (3)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

7.00%

L + 6.00%

1.00%

10/23/26

 

10,393

 

 

10,291

 

 

10,289

 

(1) (2) (3)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

7.00%

L + 6.00%

1.00%

10/23/26

 

9,943

 

 

9,861

 

 

9,843

 

(1) (2) (3)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

7.75%

L + 6.75%

1.00%

07/09/25

 

26,821

 

 

26,548

 

 

25,882

 

(2) (3) (5)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

 

L + 6.75%

1.00%

07/09/25

 

2,186

 

 

(21

)

 

(76

)

(2) (3) (4) (5)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

22,611

 

 

22,250

 

 

22,611

 

(2) (3)

iCIMS, Inc.

Software

7.50%

L + 6.50%

1.00%

09/12/24

 

22,131

 

 

21,581

 

 

22,131

 

(2) (5)

iCIMS, Inc.

Software

 

L + 6.50%

1.00%

09/12/24

 

369

 

 

358

 

 

369

 

(2) (5)

Instructure Holdings

Diversified Consumer Services

6.50%

L + 5.50%

1.00%

03/24/26

 

29,918

 

 

29,623

 

 

29,918

 

(2) (3) (5)

Instructure Holdings

Diversified Consumer Services

6.50%

L + 5.50%

1.00%

03/24/26

 

6,396

 

 

6,198

 

 

6,396

 

(2) (3)

Instructure Holdings

Diversified Consumer Services

 

L + 5.50%

1.00%

03/24/26

 

3,690

 

 

(35

)

 

 

(2) (3) (4) (5)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

6.75%

L + 5.75%

1.00%

04/02/25

 

39,800

 

 

38,921

 

 

39,502

 

(2) (3)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

L + 5.00%

1.00%

03/26/25

 

19,892

 

 

19,623

 

 

19,892

 

(2) (3) (5)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

L + 5.00%

1.00%

03/26/25

 

18,761

 

 

18,414

 

 

18,761

 

(2) (3)

Mailgun Technologies, Inc.

Interactive Media & Services

 

L + 5.00%

1.00%

03/26/25

 

1,263

 

 

 

 

 

(2) (3) (4) (5)

MedeAnalytics, Inc.

Health Care Technology

7.50%

L + 6.50%

1.00%

10/09/26

 

40,758

 

 

39,697

 

 

40,146

 

(2) (3)

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

Health Care Technology

7.25%

L + 6.25%

1.00%

09/15/27

 

66,589

 

 

59,103

 

 

59,096

 

(3) (4)

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

Health Care Technology

 

L + 6.25%

1.00%

09/15/27

 

5,374

 

 

(107

)

 

(107

)

(3) (4)

MRI Software LLC

Real Estate Mgmt. & Development

6.50%

L + 5.50%

1.00%

02/10/26

 

23,025

 

 

22,670

 

 

22,938

 

(5)

MRI Software LLC

Real Estate Mgmt. & Development

6.50%

L + 5.50%

1.00%

02/10/26

 

16,385

 

 

16,260

 

 

16,324

 

(5)

MRI Software LLC

Real Estate Mgmt. & Development

 

L + 5.50%

1.00%

02/10/26

 

286

 

 

(4

)

 

(1

)

(4) (5)

MRI Software LLC

Real Estate Mgmt. & Development

 

L + 5.50%

1.00%

02/10/26

 

1,143

 

 

(8

)

 

(4

)

(4) (5)

MRI Software LLC

Real Estate Mgmt. & Development

 

L + 5.50%

1.00%

02/10/26

 

1,840

 

 

(60

)

 

(7

)

(4) (5)

One GI LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

12/22/25

 

21,245

 

 

20,871

 

 

21,245

 

(2) (3)

One GI LLC

Health Care Providers & Services

8.00%

L + 7.00%

1.00%

12/22/25

 

8,833

 

 

8,680

 

 

8,833

 

(2) (3)

 

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

10


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II 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

One GI LLC

Health Care Providers & Services

 

L + 7.00%

1.00%

12/22/25

$

2,300

 

$

(39

)

$

 

(2) (3) (4)

Picture Head Midco LLC

Entertainment

8.25%

L + 7.25% (incl. 0.50% PIK)

1.00%

08/31/23

 

19,755

 

 

19,466

 

 

18,817

 

(2) (3) (5)

Pluralsight, Inc

Professional Services

9.00%

L + 8.00%

1.00%

04/06/27

 

68,747

 

 

67,449

 

 

67,372

 

(2) (3)

Pluralsight, Inc

Professional Services

 

L + 8.00%

1.00%

04/06/27

 

4,600

 

 

(85

)

 

(92

)

(2) (3) (4)

Premier Care Dental Management, LLC

Health Care Providers & Services

6.50%

L + 5.75%

0.75%

08/05/28

 

17,077

 

 

16,741

 

 

16,735

 

(3)

Premier Care Dental Management, LLC

Health Care Providers & Services

 

L + 5.75%

0.75%

08/05/28

 

9,231

 

 

(45

)

 

(46

)

(3) (4)

Premier Care Dental Management, LLC

Health Care Providers & Services

 

L + 5.75%

0.75%

08/05/27

 

2,769

 

 

(54

)

 

(55

)

(3) (4)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

6.75%

L + 5.75%

1.00%

01/02/25

 

16,404

 

 

16,237

 

 

16,158

 

(2) (3) (5)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

6.75%

L + 5.75%

1.00%

01/02/25

 

4,580

 

 

4,520

 

 

4,511

 

(2) (3)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

7.75%

L + 6.75%

1.00%

07/06/26

 

40,606

 

 

39,756

 

 

39,794

 

(3) (5)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

 

L + 6.75%

1.00%

07/06/26

 

3,418

 

 

(68

)

 

(68

)

(3) (4) (5)

Prophix Software Inc.(dba Pound Bidco)

Diversified Financial Services

7.50%

L + 6.50%

1.00%

01/30/26

 

17,147

 

 

16,843

 

 

17,147

 

(1) (2) (3)

Prophix Software Inc.(dba Pound Bidco)

Diversified Financial Services

 

L + 6.50%

1.00%

01/30/26

 

3,118

 

 

(54

)

 

 

(1) (2) (3) (4)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

6.50%

L + 5.50%

1.00%

10/15/25

 

18,365

 

 

18,297

 

 

18,319

 

(3) (5)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

 

L + 5.50%

1.00%

10/15/25

 

1,115

 

 

(5

)

 

(3

)

(3) (4)

Purfoods, LLC

Health Care Providers & Services

7.00%

L + 6.00%

1.00%

08/12/26

 

24,354

 

 

23,892

 

 

24,354

 

(2) (3) (5)

Purfoods, LLC

Health Care Providers & Services

7.00%

L + 6.00%

1.00%

08/12/26

 

16,400

 

 

7,955

 

 

8,200

 

(2) (3) (4) (5)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

6.75%

L + 5.75%

1.00%

06/21/25

 

13,704

 

 

13,533

 

 

13,533

 

(2) (3)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

5.50%

L + 4.50%

1.00%

06/21/25

 

9,710

 

 

9,654

 

 

9,588

 

(2) (3) (5)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

 

L + 4.50%

1.00%

06/21/25

 

1,806

 

 

(6

)

 

(23

)

(2) (3) (4) (5)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

7.25%

L + 6.25%

1.00%

05/25/27

 

19,155

 

 

18,790

 

 

18,771

 

(1) (2) (3)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

 

L + 6.25%

1.00%

05/25/27

 

3,065

 

 

(58

)

 

(61

)

(1) (2) (3) (4)

StarCompliance Intermediate, LLC

Diversified Financial Services

7.75%

L + 6.75%

1.00%

01/12/27

 

14,400

 

 

14,140

 

 

14,112

 

(2) (3)

StarCompliance Intermediate, LLC

Diversified Financial Services

 

L + 6.75%

1.00%

01/12/27

 

2,300

 

 

(41

)

 

(46

)

(2) (3) (4)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

7.75%

L + 6.75%

1.00%

07/02/27

 

37,327

 

 

36,766

 

 

36,748

 

(3)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

 

L + 6.75%

1.00%

07/02/27

 

4,479

 

 

(67

)

 

(69

)

(3) (4)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

 

L + 6.75%

1.00%

07/02/27

 

11,198

 

 

(83

)

 

(87

)

(3) (4)

Sunstar Insurance Group, LLC

Insurance

6.75%

L + 5.75%

1.00%

10/09/26

 

12,166

 

 

11,956

 

 

12,044

 

(2) (3)

Sunstar Insurance Group, LLC

Insurance

6.75%

L + 5.75%

1.00%

10/09/26

 

7,702

 

 

7,572

 

 

7,625

 

(2) (3)

Sunstar Insurance Group, LLC

Insurance

6.75%

L + 5.75%

1.00%

10/09/26

 

340

 

 

72

 

 

72

 

(2) (3) (4)

Sunstar Insurance Group, LLC

Insurance

 

L + 5.75%

1.00%

10/09/26

 

2,496

 

 

(42

)

 

(25

)

(2) (3) (4)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

9.00%

L + 8.00%

1.00%

08/31/27

 

40,688

 

 

39,802

 

 

40,688

 

(2) (3)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

 

L + 8.00%

1.00%

08/31/26

 

5,134

 

 

(106

)

 

 

(2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

6.75%

L + 5.75%

1.00%

11/30/26

 

26,336

 

 

25,870

 

 

26,072

 

(2) (3)

Sweep Purchaser LLC

Commercial Services & Supplies

6.75%

L + 5.75%

1.00%

11/30/26

 

8,361

 

 

8,211

 

 

8,277

 

(2) (3)

Sweep Purchaser LLC

Commercial Services & Supplies

6.75%

L + 5.75%

1.00%

11/30/26

 

6,704

 

 

5,597

 

 

5,645

 

(2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

7.61%

L + 5.75%

1.00%

11/30/26

 

4,201

 

 

1,272

 

 

1,302

 

(2) (3) (4)

Syntellis Performance Solutions, LLC (dba Axiom)

Health Care Technology

8.00%

L + 7.00%

1.00%

08/02/27

 

37,855

 

 

36,862

 

 

36,814

 

(2) (3) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

6.75%

L + 5.75%

1.00%

08/15/25

 

16,775

 

 

16,563

 

 

16,523

 

(2) (3) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

 

L + 5.75%

1.00%

08/15/25

 

3,953

 

 

3,898

 

 

3,893

 

(2) (3) (5)

 

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

11


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II 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

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

8.00%

P + 4.75%

1.00%

08/15/25

$

2,361

 

$

326

 

$

319

 

(2) (3) (4) (5)

Thrasio, LLC

Internet & Direct Marketing Retail

8.00%

L + 7.00%

1.00%

12/18/26

 

27,485

 

 

27,105

 

 

27,485

 

(2) (3)

Thrasio, LLC

Internet & Direct Marketing Retail

8.00%

L + 7.00%

1.00%

12/18/26

 

9,227

 

 

9,013

 

 

9,227

 

(2) (3)

Thrasio, LLC

Internet & Direct Marketing Retail

 

L + 7.00%

1.00%

12/18/26

 

13,604

 

 

(68

)

 

 

(2) (3) (4)

Total Vision LLC

Health Care Providers & Services

6.50%

L + 5.50%

1.00%

07/15/26

 

4,610

 

 

2,238

 

 

2,259

 

(3) (4)

Total Vision LLC

Health Care Providers & Services

6.50%

L + 5.50%

1.00%

07/15/26

 

2,304

 

 

2,260

 

 

2,258

 

(3)

Total Vision LLC

Health Care Providers & Services

 

L + 5.50%

1.00%

07/15/26

 

1,150

 

 

(22

)

 

(23

)

(3) (4)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

6.25%

L + 5.25%

1.00%

12/21/26

 

20,292

 

 

19,930

 

 

20,089

 

(2) (3)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

6.25%

L + 5.25%

1.00%

12/21/26

 

7,032

 

 

1,575

 

 

1,582

 

(2) (3) (4)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

 

L + 5.25%

1.00%

12/21/26

 

2,812

 

 

(49

)

 

(28

)

(2) (3) (4)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

7.25%

L + 6.25%

1.00%

07/02/25

 

19,048

 

 

18,818

 

 

18,953

 

(3) (5)

Volt Bidco, Inc. (aka Power Factors)

Independent Power and Renewable Electricity Producers

7.50%

L + 6.50%

1.00%

08/11/27

 

20,700

 

 

20,294

 

 

20,286

 

(3)

Volt Bidco, Inc. (aka Power Factors)

Independent Power and Renewable Electricity Producers

 

L + 6.50%

1.00%

08/11/27

 

2,375

 

 

 

 

 

(3) (4)

Volt Bidco, Inc. (aka Power Factors)

Independent Power and Renewable Electricity Producers

 

L + 6.50%

1.00%

08/11/27

 

1,979

 

 

(39

)

 

(40

)

(3) (4)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

6.25%

L + 5.50%

0.75%

06/29/27

 

25,687

 

 

25,314

 

 

25,302

 

(3)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

6.25%

L + 5.50%

0.75%

06/29/27

 

4,292

 

 

258

 

 

255

 

(3) (4)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

L + 5.50%

0.75%

06/29/27

 

858

 

 

(12

)

 

(13

)

(3) (4)

WebPT, Inc.

Health Care Technology

7.75%

L + 6.75%

1.00%

08/28/24

 

12,701

 

 

12,541

 

 

12,574

 

(2) (3) (5)

WebPT, Inc.

Health Care Technology

7.75%

L + 6.75%

1.00%

08/28/24

 

1,323

 

 

381

 

 

384

 

(2) (3) (4) (5)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

6.50%

L + 5.50%

1.00%

01/20/27

 

18,554

 

 

18,218

 

 

18,554

 

(2) (3)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

L + 5.50%

1.00%

01/20/27

 

2,400

 

 

(43

)

 

-

 

(2) (3) (4)

WorkForce Software, LLC

Software

6.50%

L + 5.50%

1.00%

07/31/25

 

11,245

 

 

11,065

 

 

11,020

 

(2) (3) (5)

WorkForce Software, LLC

Software

 

L + 5.50%

1.00%

07/31/25

 

8,647

 

 

8,488

 

 

8,474

 

(2) (3)

WorkForce Software, LLC

Software

7.50%

L + 6.50%

1.00%

07/31/25

 

980

 

 

508

 

 

503

 

(2) (3) (4) (5)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

7.50%

L + 6.50%

1.00%

07/01/27

 

32,260

 

 

31,640

 

 

31,615

 

(3)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

7.50%

L + 6.50%

1.00%

07/01/27

 

25,350

 

 

24,850

 

 

24,843

 

(3)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

 

L + 6.50%

1.00%

07/01/27

 

6,145

 

 

(119

)

 

(123

)

(3) (4)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

8.50%

L + 7.50%

1.00%

12/21/26

 

46,540

 

 

45,429

 

 

45,493

 

(2) (3)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

8.50%

L + 7.50%

1.00%

12/22/25

 

7,000

 

 

4,509

 

 

4,509

 

(2) (3) (4)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

1,879,773

 

 

1,880,218

 

 

2nd Lien/Senior Secured Debt 1.52%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zep Inc.

Chemicals

9.25%

L + 8.25%

1.00%

08/11/25

$

15,773

 

$

15,736

 

$

15,418

 

(3)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

15,736

 

 

15,418

 

 

 

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

12


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

 

 

Investment #

Industry

 

 

 

Initial

Acquisition

Date(6)

Par/Shares

(++)

 

Cost

 

Fair

Value

 

Footnotes

Preferred Stock  - 1.12%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadway Parent, LLC

Diversified Financial Services

 

 

 

01/25/21

 

3,700,000

 

$

3,718

 

$

3,982

 

(2) (3) (7)

Diligent Corporation

Professional Services

 

 

 

04/06/21

 

4,400

 

 

4,290

 

 

4,569

 

(2) (3) (7)

Foundation Software

Construction & Engineering

 

 

 

08/31/20

 

912

 

 

912

 

 

1,004

 

(2) (3) (7)

MedeAnalytics, Inc.

Health Care Technology

 

 

 

10/09/20

 

1,825,100

 

 

1,825

 

 

1,807

 

(2) (3) (7)

Total Preferred Stock

 

 

 

 

 

 

 

 

 

10,745

 

 

11,362

 

 

Common Stock  - 0.78%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

 

 

 

03/10/21

 

26,555

 

$

2,656

 

$

2,709

 

(2) (3) (7)

Exostar LLC - Class B

Aerospace & Defense

 

 

 

07/06/20

 

1,424,165

 

 

 

 

1,068

 

(2) (3) (7)

Foundation Software - Class B

Construction & Engineering

 

 

 

08/31/20

 

490,234

 

 

 

 

348

 

(2) (3) (7)

Total Vision LLC

Health Care Providers & Services

 

 

 

07/15/21

 

65,714

 

 

1,150

 

 

1,150

 

(3) (7)

Volt Bidco, Inc. (aka Power Factors)

Independent Power and Renewable Electricity Producers

 

 

 

08/12/21

 

2,638

 

 

2,638

 

 

2,638

 

(3) (7)

Total Common Stock

 

 

 

 

 

 

 

 

 

6,444

 

 

7,913

 

 

Total Investments  - 188.95%

 

 

 

 

 

 

 

 

$

1,912,698

 

$

1,914,911

 

 

 

 

 

(+)

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%, and Canadian Prime rate ("CDN P") was 2.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at 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 ("€") or Canadian Dollar (“CAD”).

#

Percentages are based on net assets.

(1)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021 the aggregate fair value of these securities is $110,892 or 5.37% of the Company’s total assets.

(2)

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

(3)

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

(4)

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

(5)

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”.

(6)

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 $19,275 or 1.90% of the Company's net assets. The initial acquisition dates have been included for such securities.

(7)

Non-income producing security.

PIK -

Payment-In-Kind

 

 

 

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

 

 

 

 

 

 

 

 

 

13


Table of Contents

 

 

 

Goldman Sachs Private Middle Market Credit II 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  - 188.41% #

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

6.50%

 

L + 5.50%

1.00%

 

11/06/26

$

8,720

 

$

8,592

 

$

8,589

 

(1) (2)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

 

 

 

L + 5.50%

1.00%

 

11/06/26

 

1,160

 

 

(17

)

 

(17

)

(1) (2) (3)

3SI Security Systems, Inc.

Commercial Services & Supplies

6.75%

 

L + 5.75%

1.00%

 

06/16/23

 

2,233

 

 

2,217

 

 

2,222

 

(4) (5)

Acquia, Inc.

Software

8.00%

 

L + 7.00%

1.00%

 

10/31/25

 

18,077

 

 

17,773

 

 

17,761

 

(1) (4) (5)

Acquia, Inc.

Software

 

 

 

L + 7.00%

1.00%

 

10/31/25

 

1,933

 

 

(31

)

 

(34

)

(1) (3) (4) (5)

Apptio, Inc.

IT Services

8.25%

 

L + 7.25%

1.00%

 

01/10/25

 

26,813

 

 

25,982

 

 

26,411

 

(4) (5)

Apptio, Inc.

IT Services

 

 

 

L + 7.25%

1.00%

 

01/10/25

 

769

 

 

(27

)

 

(12

)

(3) (4) (5)

BJH Holdings III Corp. (dba Jack’s Family Restaurants)

Hotels, Restaurants & Leisure

6.25%

 

L + 5.25%

1.00%

 

08/19/25

 

7,688

 

 

7,626

 

 

7,361

 

(1) (5)

Blacksmith Applications, Inc.

Software

7.50%

 

L + 6.50%

1.00%

 

12/02/26

 

23,300

 

 

22,782

 

 

22,776

 

(1)

Blacksmith Applications, Inc.

Software

 

 

 

L + 6.50%

1.00%

 

12/02/26

 

1,900

 

 

(42

)

 

(43

)

(1) (3)

Bullhorn, Inc.

Professional Services

6.75%

 

L + 5.75%

1.00%

 

09/30/26

 

13,841

 

 

13,602

 

 

13,633

 

(1) (4) (5)

Bullhorn, Inc.

Professional Services

6.75%

 

L + 5.75%

1.00%

 

09/30/26

 

287

 

 

282

 

 

283

 

(1) (4) (5)

Bullhorn, Inc.

Professional Services

6.75%

 

L + 5.75%

1.00%

 

09/30/26

 

229

 

 

225

 

 

225

 

(1) (4) (5)

Bullhorn, Inc.

Professional Services

 

 

 

L + 5.75%

1.00%

 

09/30/26

 

635

 

 

(11

)

 

(10

)

(1) (3) (4) (5)

Bullhorn, Inc.

Professional Services

 

 

 

L + 5.75%

1.00%

 

09/30/26

 

693

 

 

(12

)

 

(10

)

(1) (3) (4) (5)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

7.50%

 

L + 6.50%

1.00%

 

10/01/26

 

40,639

 

 

39,861

 

 

39,826

 

(1)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

8.75%

 

P + 5.50%

 

 

 

10/01/25

 

9,170

 

 

972

 

 

963

 

(1) (3)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

6.50%

 

L + 5.50%

1.00%

 

07/01/24

 

6,037

 

 

5,991

 

 

5,901

 

(1) (4) (5)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

6.50%

 

L + 5.50%

1.00%

 

07/01/24

 

1,798

 

 

1,785

 

 

1,758

 

(1) (4) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

 

L + 6.00%

1.00%

 

11/14/25

 

10,374

 

 

10,121

 

 

10,115

 

(1)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

 

L + 6.00%

1.00%

 

11/14/25

 

10,346

 

 

10,146

 

 

10,087

 

(1) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

 

L + 6.00%

1.00%

 

11/14/25

 

4,356

 

 

4,270

 

 

4,247

 

(1) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

7.00%

 

L + 6.00%

1.00%

 

11/14/25

 

5,785

 

 

81

 

 

(6

)

(1) (3)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

 

 

 

L + 6.00%

1.00%

 

11/14/25

 

1,320

 

 

(22

)

 

(33

)

(1) (3) (5)

ConnectWise, LLC

IT Services

6.25%

 

L + 5.25%

1.00%

 

02/28/25

 

19,915

 

 

19,587

 

 

19,715

 

(1) (4) (5)

ConnectWise, LLC

IT Services

6.25%

 

L + 5.25%

1.00%

 

02/28/25

 

1,537

 

 

360

 

 

369

 

(1) (3) (4) (5)

Convene 237 Park Avenue, LLC (dba Convene)

Real Estate Mgmt. & Development

9.00%

 

L + 7.50%

1.50%

 

08/30/24

 

26,900

 

 

26,483

 

 

21,520

 

(1) (4) (5)

Convene 237 Park Avenue, LLC (dba Convene)

Real Estate Mgmt. & Development

9.00%

 

L + 7.50%

1.50%

 

08/30/24

 

7,910

 

 

7,780

 

 

6,328

 

(1) (4) (5)

CorePower Yoga LLC

Diversified Consumer Services

7.00%

 

L + 6.00% (incl. 1.25% PIK)

1.00%

 

05/14/25

 

9,050

 

 

8,939

 

 

7,602

 

(1) (5)

CorePower Yoga LLC

Diversified Consumer Services

7.00%

 

L + 6.00% (incl. 1.25% PIK)

1.00%

 

05/14/25

 

633

 

 

626

 

 

532

 

(1) (5)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

7.00%

 

L + 6.00%

1.00%

 

10/03/25

 

16,838

 

 

16,619

 

 

16,459

 

(1) (4) (5)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

7.00%

 

L + 6.00%

1.00%

 

11/03/25

 

13,960

 

 

13,652

 

 

13,646

 

(1) (4)

CST Buyer Company (dba Intoxalock)

Diversified Consumer Services

 

 

 

L + 6.00%

1.00%

 

10/03/25

 

1,291

 

 

(16

)

 

(29

)

(1) (3) (4) (5)

Diligent Corporation

Professional Services

7.25%

 

L + 6.25%

1.00%

 

08/04/25

 

21,030

 

 

20,542

 

 

20,557

 

(1) (4) (5)

Diligent Corporation

Professional Services

 

 

 

L + 6.25%

1.00%

 

08/04/25

 

1,703

 

 

(20

)

 

(19

)

(1) (3) (4) (5)

Diligent Corporation

Professional Services

 

 

 

L + 6.25%

1.00%

 

08/04/25

 

5,108

 

 

(118

)

 

(115

)

(1) (3) (4) (5)

E2open, LLC

Software

6.75%

 

L + 5.75%

1.00%

 

11/26/24

 

18,664

 

 

18,522

 

 

18,582

 

(1) (5)

Elemica Parent, Inc.

Chemicals

7.00%

 

L + 6.00%

1.00%

 

09/18/25

 

3,584

 

 

3,510

 

 

3,476

 

(1) (4)

Elemica Parent, Inc.

Chemicals

7.00%

 

L + 6.00%

1.00%

 

09/18/25

 

700

 

 

684

 

 

679

 

(1) (4)

Elemica Parent, Inc.

Chemicals

7.00%

 

L + 6.00%

1.00%

 

09/18/25

 

523

 

 

507

 

 

507

 

(1) (4)

Elemica Parent, Inc.

Chemicals

7.00%

 

L + 6.00%

1.00%

 

09/18/25

 

470

 

 

377

 

 

372

 

(1) (3) (4)

Elemica Parent, Inc.

Chemicals

 

 

 

L + 6.00%

1.00%

 

09/18/25

 

350

 

 

(5

)

 

(11

)

(1) (3) (4)

Elemica Parent, Inc.

Chemicals

 

 

 

L + 6.00%

1.00%

 

09/18/25

 

1,396

 

 

(21

)

 

(42

)

(1) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

 

L + 5.50%

1.00%

 

12/06/25

 

6,366

 

 

6,285

 

 

6,238

 

(1) (4) (5)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

6.50%

 

L + 5.50%

1.00%

 

12/06/25

 

1,365

 

 

1,211

 

 

1,201

 

(1) (3) (4) (5)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

 

 

 

L + 5.50%

1.00%

 

12/06/25

 

2,729

 

 

(17

)

 

(55

)

(1) (3) (4) (5)

 

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

14


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

(in thousands, except unit and per unit amounts) (continued)

 

Investment

Industry

Interest

Rate (+)

 

Reference Rate

and Spread (+)

Floor (+)

 

Maturity

Par/Shares

(++)

 

Cost

 

Fair Value

 

Footnotes

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

8.00%

 

L + 7.00% (incl. 1.50% PIK)

1.00%

 

08/21/23

$

8,749

 

$

8,685

 

$

8,486

 

(4) (5)

FWR Holding Corporation (dba First Watch Restaurants)

Hotels, Restaurants & Leisure

 

 

 

L + 7.00% (incl. 1.50% PIK)

1.00%

 

08/21/23

 

122

 

 

(1

)

 

(4

)

(3) (4) (5)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

8.00%

 

L + 6.00%

2.00%

 

06/24/25

 

14,000

 

 

13,723

 

 

13,720

 

(1)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

8.00%

 

L + 6.00%

2.00%

 

06/24/25

 

2,624

 

 

2,423

 

 

2,423

 

(1) (3)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

 

 

 

L + 6.00%

2.00%

 

06/24/25

 

1,749

 

 

(35

)

 

(35

)

(1) (3)

GlobalTranz Enterprises, Inc.

Road & Rail

5.15%

 

L + 5.00%

 

 

 

05/15/26

 

7,107

 

 

6,992

 

 

6,539

 

(1) (5)

Governmentjobs.com, Inc. (dba NeoGov)

Software

8.00%

 

L + 7.00%

1.00%

 

02/05/26

 

34,208

 

 

33,527

 

 

34,294

 

(1) (4)

Governmentjobs.com, Inc. (dba NeoGov)

Software

7.50%

 

L + 6.50%

1.00%

 

02/05/26

 

33,643

 

 

33,053

 

 

32,970

 

(1) (4) (5)

Governmentjobs.com, Inc. (dba NeoGov)

Software

7.50%

 

L + 6.50%

1.00%

 

02/05/26

 

4,486

 

 

260

 

 

247

 

(1) (3) (4) (5)

Granicus, Inc.

Software

8.00%

 

L + 7.00%

1.00%

 

08/21/26

 

31,790

 

 

31,034

 

 

31,155

 

(1)

Granicus, Inc.

Software

8.00%

 

L + 7.00%

1.00%

 

08/21/26

 

2,787

 

 

2,719

 

 

2,731

 

(1)

Granicus, Inc.

Software

 

 

 

L + 7.00%

1.00%

 

08/21/26

 

2,183

 

 

(51

)

 

(44

)

(1) (3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

6.75%

 

L + 5.75%

1.00%

 

05/24/24

 

9,005

 

 

8,873

 

 

8,938

 

(1)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

6.75%

 

L + 5.75%

1.00%

 

05/24/24

 

7,505

 

 

3,669

 

 

3,696

 

(1) (3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

 

 

 

L + 5.75%

1.00%

 

05/24/24

 

750

 

 

(11

)

 

(6

)

(1) (3)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

7.00%

 

L + 6.00%

1.00%

 

12/15/26

 

13,625

 

 

13,355

 

 

13,353

 

(1)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

7.00%

 

L + 6.00%

1.00%

 

12/15/26

 

2,309

 

 

167

 

 

166

 

(1) (3)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

 

 

 

L + 6.00%

1.00%

 

12/15/26

 

7,390

 

 

(37

)

 

(37

)

(1) (3)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

7.00%

 

L + 6.00%

1.00%

 

10/23/26

 

25,680

 

 

25,178

 

 

25,167

 

(1) (2)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

7.00%

 

L + 6.00%

1.00%

 

10/23/26

 

4,402

 

 

4,315

 

 

4,402

 

(1) (2)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

7.75%

 

L + 6.75%

1.00%

 

07/09/25

 

26,888

 

 

26,569

 

 

25,140

 

(1) (4) (5)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

 

 

 

L + 6.75%

1.00%

 

07/09/25

 

2,186

 

 

(25

)

 

(142

)

(1) (3) (4) (5)

iCIMS, Inc.

Software

7.50%

 

L + 6.50%

1.00%

 

11/16/26

 

22,611

 

 

22,171

 

 

22,272

 

(1) (4)

iCIMS, Inc.

Software

7.50%

 

L + 6.50%

1.00%

 

09/12/24

 

22,131

 

 

21,462

 

 

21,799

 

(4) (5)

iCIMS, Inc.

Software

7.50%

 

L + 6.50%

1.00%

 

09/12/24

 

369

 

 

355

 

 

364

 

(4) (5)

Instructure Holdings

Diversified Consumer Services

8.00%

 

L + 7.00%

1.00%

 

03/24/26

 

47,255

 

 

46,726

 

 

46,783

 

(1) (4) (5)

Instructure Holdings

Diversified Consumer Services

8.00%

 

L + 7.00%

1.00%

 

03/24/26

 

10,101

 

 

9,749

 

 

10,000

 

(1) (4)

Instructure Holdings

Diversified Consumer Services

 

 

 

L + 7.00%

1.00%

 

03/24/26

 

3,690

 

 

(40

)

 

(37

)

(1) (3) (4) (5)

Mailgun Technologies, Inc.

Interactive Media & Services

6.00%

 

L + 5.00%

1.00%

 

03/26/25

 

20,045

 

 

19,723

 

 

20,045

 

(1) (4) (5)

Mailgun Technologies, Inc.

Interactive Media & Services

 

 

 

L + 5.00%

1.00%

 

03/26/25

 

1,263

 

 

 

 

 

(1) (3) (4) (5)

MedeAnalytics, Inc.

Health Care Technology

7.50%

 

L + 6.50%

1.00%

 

10/09/26

 

41,066

 

 

39,871

 

 

39,834

 

(1) (4)

MRI Software LLC

Real Estate Mgmt. & Development

6.50%

 

L + 5.50%

1.00%

 

02/10/26

 

16,326

 

 

16,184

 

 

15,850

 

(5)

MRI Software LLC

Real Estate Mgmt. & Development

6.50%

 

L + 5.50%

1.00%

 

02/10/26

 

2,793

 

 

2,766

 

 

2,711

 

 

MRI Software LLC

Real Estate Mgmt. & Development

 

 

 

L + 5.50%

1.00%

 

02/10/26

 

469

 

 

(7

)

 

(14

)

(3) (5)

MRI Software LLC

Real Estate Mgmt. & Development

 

 

 

L + 5.50%

1.00%

 

02/10/26

 

1,143

 

 

(10

)

 

(33

)

(3) (5)

MRI Software LLC

Real Estate Mgmt. & Development

 

 

 

L + 5.50%

1.00%

 

02/10/26

 

22,200

 

 

(236

)

 

(648

)

(3) (5)

One GI LLC

Health Care Providers & Services

8.00%

 

L + 7.00%

1.00%

 

12/22/25

 

8,900

 

 

8,723

 

 

8,722

 

(1)

One GI LLC

Health Care Providers & Services

8.00%

 

L + 7.00%

1.00%

 

12/22/25

 

21,400

 

 

1,169

 

 

1,182

 

(1) (3)

One GI LLC

Health Care Providers & Services

 

 

 

L + 7.00%

1.00%

 

12/22/25

 

2,300

 

 

(46

)

 

(46

)

(1) (3)

Picture Head Midco LLC

Entertainment

8.25%

 

L + 7.25% (incl. 0.50% PIK)

1.00%

 

08/31/23

 

19,754

 

 

19,361

 

 

17,976

 

(1) (4) (5)

 

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

15


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

(in thousands, except unit and per unit amounts) (continued)

 

Investment

Industry

Interest

Rate (+)

 

Reference Rate

and Spread (+)

Floor (+)

 

Maturity

Par/

Shares (++)

 

Cost

 

Fair Value

 

Footnotes

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

6.50%

 

L + 5.50%

1.00%

 

01/02/25

$

17,281

 

$

17,070

 

$

16,633

 

(1) (4) (5)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

9.25%

 

L + 8.25%

1.00%

 

07/06/26

 

40,913

 

 

39,954

 

 

39,993

 

(1) (4) (5)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

 

 

 

L + 8.25%

1.00%

 

07/06/26

 

3,418

 

 

(79

)

 

(77

)

(1) (3) (4) (5)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

6.50%

 

L + 5.50%

1.00%

 

10/15/25

 

17,384

 

 

17,312

 

 

16,167

 

(1) (5)

Purfoods, LLC

Health Care Providers & Services

7.25%

 

L + 6.25%

1.00%

 

08/12/26

 

24,539

 

 

24,015

 

 

24,170

 

(1) (4) (5)

Purfoods, LLC

Health Care Providers & Services

 

 

 

L + 6.25%

1.00%

 

08/12/26

 

16,400

 

 

(192

)

 

(246

)

(1) (3) (4) (5)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

5.50%

 

L + 4.50%

1.00%

 

06/21/25

 

9,784

 

 

9,746

 

 

9,539

 

(1) (4) (5)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

 

 

 

L + 4.50%

1.00%

 

06/21/25

 

1,806

 

 

(7

)

 

(45

)

(1) (3) (4) (5)

Selectquote, Inc.

Insurance

7.00%

 

L + 6.00%

1.00%

 

11/05/24

 

12,006

 

 

11,814

 

 

12,006

 

(1) (5)

Sunstar Insurance Group, LLC

Insurance

6.50%

 

L + 5.50%

1.00%

 

10/09/26

 

12,198

 

 

11,962

 

 

11,954

 

(1)

Sunstar Insurance Group, LLC

Insurance

 

 

 

L + 5.50%

1.00%

 

10/09/26

 

2,496

 

 

(48

)

 

(50

)

(1) (3)

Sunstar Insurance Group, LLC

Insurance

 

 

 

L + 5.50%

1.00%

 

10/09/26

 

7,736

 

 

(149

)

 

(155

)

(1) (3)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

10.25%

 

P + 7.00%

 

 

 

08/31/27

 

36,054

 

 

35,193

 

 

35,154

 

(1) (4)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

 

 

 

P + 7.00%

 

 

 

08/31/26

 

5,134

 

 

(121

)

 

(128

)

(1) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

6.75%

 

L + 5.75%

1.00%

 

11/30/26

 

26,468

 

 

25,945

 

 

25,939

 

(1)

Sweep Purchaser LLC

Commercial Services & Supplies

 

 

 

L + 5.75%

1.00%

 

11/30/26

 

8,403

 

 

(83

)

 

(84

)

(1) (3)

Sweep Purchaser LLC

Commercial Services & Supplies

 

 

 

L + 5.75%

1.00%

 

11/30/26

 

4,201

 

 

(83

)

 

(84

)

(1) (3)

Syntellis Performance Solutions, LLC (dba Axiom)

Health Care Technology

9.00%

 

L + 8.00%

1.00%

 

08/02/27

 

38,142

 

 

37,048

 

 

36,998

 

(1) (4) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

6.25%

 

L + 5.25%

1.00%

 

08/15/25

 

16,903

 

 

16,699

 

 

16,354

 

(1) (4) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

6.25%

 

L + 5.25%

1.00%

 

08/15/25

 

5,899

 

 

1,917

 

 

1,783

 

(1) (3) (4) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

 

 

 

L + 5.25%

1.00%

 

08/15/25

 

2,361

 

 

(28

)

 

(77

)

(1) (3) (4) (5)

Thrasio, LLC

Internet & Direct Marketing Retail

8.00%

 

L + 7.00%

1.00%

 

12/18/26

 

14,020

 

 

13,671

 

 

13,670

 

(1)

Thrasio, LLC

Internet & Direct Marketing Retail

 

 

 

L + 7.00%

1.00%

 

12/18/26

 

9,250

 

 

(115

)

 

(116

)

(1) (3)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

6.50%

 

L + 5.50%

1.00%

 

12/21/26

 

20,394

 

 

19,987

 

 

19,986

 

(1)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

 

 

 

L + 5.50%

1.00%

 

12/21/26

 

2,812

 

 

(56

)

 

(56

)

(1) (3)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

 

 

 

L + 5.50%

1.00%

 

12/21/26

 

7,032

 

 

(70

)

 

(70

)

(1) (3)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

7.25%

 

L + 6.25%

1.00%

 

07/02/25

 

19,194

 

 

18,923

 

 

18,714

 

(1) (5)

Villa Bidco Inc (dba Authority Brands)

Diversified Consumer Services

6.75%

 

L + 5.75%

1.00%

 

03/21/25

 

19,704

 

 

19,321

 

 

19,309

 

(1) (4) (5)

Villa Bidco Inc (dba Authority Brands)

Diversified Consumer Services

6.75%

 

L + 5.75%

1.00%

 

03/21/25

 

9,800

 

 

2,807

 

 

2,761

 

(1) (3) (4)

Villa Bidco Inc (dba Authority Brands)

Diversified Consumer Services

8.00%

 

P + 4.75%

 

 

 

03/21/25

 

1,592

 

 

189

 

 

188

 

(1) (3) (4) (5)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

7.50%

 

L + 6.50%

1.00%

 

03/31/23

 

23,243

 

 

22,990

 

 

23,068

 

(4) (5)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

7.50%

 

L + 6.50%

1.00%

 

03/31/23

 

 

 

 

 

 

(4) (5)

WebPT, Inc.

Health Care Technology

7.75%

 

L + 6.75%

1.00%

 

08/28/24

 

12,701

 

 

12,505

 

 

12,320

 

(1) (4) (5)

WebPT, Inc.

Health Care Technology

7.75%

 

L + 6.75%

1.00%

 

08/28/24

 

1,323

 

 

377

 

 

357

 

(1) (3) (4) (5)

WebPT, Inc.

Health Care Technology

 

 

 

L + 6.75%

1.00%

 

08/28/24

 

1,588

 

 

(12

)

 

(48

)

(1) (3) (4) (5)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

 

 

L + 5.75%

1.00%

 

01/20/27

 

18,600

 

 

 

 

 

(1) (3)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

 

 

L + 5.75%

1.00%

 

01/20/27

 

2,400

 

 

 

 

 

(1) (3)

WorkForce Software, LLC

Software

7.50%

 

L + 6.50%

1.00%

 

07/31/25

 

11,189

 

 

11,011

 

 

11,021

 

(1) (4) (5)

WorkForce Software, LLC

Software

 

 

 

L + 6.50%

1.00%

 

07/31/25

 

980

 

 

(15

)

 

(15

)

(1) (3) (4) (5)

Wrike, Inc.

Professional Services

7.75%

 

L + 6.75%

1.00%

 

12/31/24

 

13,600

 

 

13,234

 

 

13,600

 

(4) (5)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

8.50%

 

L + 7.50%

1.00%

 

12/21/26

 

46,540

 

 

45,308

 

 

45,302

 

(1)

 

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

16


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

(in thousands, except unit and per unit amounts) (continued)

 

Investment

Industry

Interest

Rate (+)

Reference Rate

and Spread (+)

Floor (+)

 

Maturity

Par/

Shares (++)

 

Cost

 

Fair Value

 

Footnotes

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

 

L + 7.50%

1.00%

 

12/22/25

$

7,000

 

$

(185

)

$

(186

)

(1) (3)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

1,167,691

 

 

1,154,973

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment

Industry

 

 

 

 

 

Initial

Acquisition

Date(6)

Par/

Shares (++)

 

 

Cost

 

 

Fair Value

 

Footnotes

Preferred Stock  - 0.60%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exostar LLC - Class A

Aerospace & Defense

 

 

 

 

 

07/06/20

 

911

 

$

912

 

$

952

 

(1) (4) (7)

Foundation Software

Construction & Engineering

 

 

 

 

 

08/31/20

 

912

 

 

912

 

 

939

 

(1) (4) (7)

MedeAnalytics, Inc.

Health Care Technology

 

 

 

 

 

10/09/20

 

1,825,100

 

 

1,825

 

 

1,825

 

(1)

Total Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

3,649

 

 

3,716

 

 

Common Stock  - 0.06%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exostar LLC - Class B

Aerospace & Defense

 

 

 

 

 

07/06/20

 

1,424,165

 

 

 

 

342

 

(1) (4) (7)

Foundation Software - Class B

Construction & Engineering

 

 

 

 

 

08/31/20

 

490,234

 

 

 

 

15

 

(1) (4) (7)

Total Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

357

 

 

Total Investments - 189.07%

 

 

 

 

 

 

 

 

 

 

$

1,171,340

 

$

1,159,046

 

 

 

(+)

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 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%. 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. Par amount is denominated in U.S. Dollars ("$").

#

Percentages are based on net assets.

(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)

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 $38,141 or 3.23% of the Company’s total assets.

(3)

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

(4)

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

(5)

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”.

(6)

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 $4,073 or 0.66% of the Company's net assets. The initial acquisition dates have been included for such securities.

(7)

Non-income producing security.

PIK -

Payment-In-Kind

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

 

 

 

 

 

 

17


Table of Contents

 

 

Goldman Sachs Private Middle Market Credit II LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1.

ORGANIZATION

Goldman Sachs Private Middle Market Credit II LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit II LLC or Goldman Sachs Private Middle Market Credit II LLC together with its consolidated subsidiaries, as the context may require) was formed on December 20, 2018 as a Delaware limited liability company and commenced operations on April 11, 2019. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche, 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 March 25, 2019 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On February 26, 2020, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an extension of the final date on which the Company will accept Subscription Agreements (the “Final Closing Date”) to September 26, 2020.

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date in the Company’s private offering, provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion.

Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee, 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 will expire on the five-year anniversary of the expiration of the investment period, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successive one-year periods. Upon the request of the Board of Directors and the approval of a majority-in-interest of the Unitholders, the term of the Company may be further extended.

Credit Alternatives GP LLC (the “Initial Member”), an affiliate of the Investment Adviser, made a capital contribution to the Company of one hundred dollars on April 11, 2019 and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on May 3, 2019, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units (the “Initial Drawdown Date”).

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 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 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 II Blocker III LLC, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), PMMC II Blocker IV LLC and PMMC II Blocker V LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

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

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

 

$

581

 

 

$

 

 

$

1,122

 

 

$

 

Accelerated amortization of upfront loan origination fees and unamortized discounts

 

$

1,699

 

 

$

30

 

 

$

4,259

 

 

$

347

 

 

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.

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.

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Table of Contents

 

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 and December 31, 2020, the Company did not have any investments on non-accrual status.

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.

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)

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.

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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 $121,389 and $8,709 in cash. Foreign currency of $19 and $0 (acquisition cost of $19 and $0) 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.

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

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statement 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, 2019. So long as the Company obtains and 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 in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its 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 carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

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

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of Units, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months beginning on the date of commencement of operations.

3.

SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

The Company entered into an investment advisory agreement effective as of February 27, 2019 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 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 average of the NAV as of such quarter-end and zero). 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 $3,306 and $8,240. As of September 30, 2021, $3,306 remained payable. For the three and nine months ended September 30, 2020, Management Fees amounted to $1,877 and $4,483.

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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;

 

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.

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

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

The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s 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 $4,501 and $16,260. As of September 30, 2021, $16,260 remained payable in accordance with the terms of the Investment Advisory Agreement. For the three and nine months ended September 30, 2020, the Company did not accrue unvested Incentive Fees.

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

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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 September 30, 2020, there have been no reimbursements from the Investment Adviser pursuant to this provision.

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 $259 and $705. As of September 30, 2021, $379 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 $185 and $434.

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 $39 and $125. As of September 30, 2021, $57 remained payable. For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $29 and $81.

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

 

$

 

 

$

182,109

 

 

$

(182,109

)

 

$

 

 

$

 

 

$

 

 

$

(3)

Total Non-Controlled Affiliates

 

$

 

 

$

182,109

 

 

$

(182,109

)

 

$

 

 

$

 

 

$

 

 

$

(3)

For the Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government

   Fund

 

$

 

 

$

385,707

 

 

$

(385,707

)

 

$

 

 

$

 

 

$

 

 

$

32

 

Total Non-Controlled Affiliates

 

$

 

 

$

385,707

 

 

$

(385,707

)

 

$

 

 

$

 

 

$

 

 

$

32

 

 

 

(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.

(3) 

Amount rounds to less than $1.

 

Due to Affiliates

 

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of September 30, 2021 and December 31, 2020, there were $422 and $141 included within Accrued expenses and other liabilities, $0 and $176 included within Interest and other expense payable, $0 and $218 included within Accrued offering costs 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., Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Middle Market Lending Corp. (which was merged with GS BDC on October 12, 2020), 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 the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s 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 the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and 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

 

$

1,879,773

 

 

$

1,880,218

 

 

$

1,167,691

 

 

$

1,154,973

 

2nd Lien/Senior Secured Debt

 

 

15,736

 

 

 

15,418

 

 

 

 

 

 

 

Preferred Stock

 

 

10,745

 

 

 

11,362

 

 

 

3,649

 

 

 

3,716

 

Common Stock

 

 

6,444

 

 

 

7,913

 

 

 

 

 

 

357

 

Total investments

 

$

1,912,698

 

 

$

1,914,911

 

 

$

1,171,340

 

 

$

1,159,046

 

 

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

 

Software

 

 

16.4

%

 

 

31.1

%

 

 

18.6

%

 

 

35.2

%

Health Care Technology

 

 

15.0

 

 

 

28.3

 

 

 

13.2

 

 

 

24.9

 

Health Care Providers & Services

 

 

12.9

 

 

 

24.4

 

 

 

11.8

 

 

 

22.3

 

Professional Services

 

 

10.2

 

 

 

19.2

 

 

 

7.0

 

 

 

13.2

 

Real Estate Mgmt. & Development

 

 

9.3

 

 

 

17.5

 

 

 

6.5

 

 

 

12.3

 

Diversified Consumer Services

 

 

5.3

 

 

 

10.0

 

 

 

11.3

 

 

 

21.3

 

Diversified Financial Services

 

 

4.7

 

 

 

8.9

 

 

 

1.1

 

 

 

2.1

 

Commercial Services & Supplies

 

 

3.6

 

 

 

6.8

 

 

 

4.4

 

 

 

8.3

 

Health Care Equipment & Supplies

 

 

2.8

 

 

 

5.4

 

 

 

3.1

 

 

 

5.8

 

IT Services

 

 

2.4

 

 

 

4.5

 

 

 

4.0

 

 

 

7.6

 

Construction & Engineering

 

 

2.2

 

 

 

4.2

 

 

 

3.1

 

 

 

5.9

 

Aerospace & Defense

 

 

2.1

 

 

 

4.0

 

 

 

3.6

 

 

 

6.7

 

Transportation Infrastructure

 

 

2.1

 

 

 

3.9

 

 

 

 

 

 

 

Interactive Media & Services

 

 

2.0

 

 

 

3.8

 

 

 

1.7

 

 

 

3.3

 

Internet & Direct Marketing Retail

 

 

1.9

 

 

 

3.6

 

 

 

1.2

 

 

 

2.2

 

Hotels, Restaurants & Leisure

 

 

1.8

 

 

 

3.4

 

 

 

3.5

 

 

 

6.7

 

Independent Power and Renewable Electricity Producers

 

 

1.2

 

 

 

2.3

 

 

 

 

 

 

 

Chemicals

 

 

1.1

 

 

 

2.1

 

 

 

0.4

 

 

 

0.8

 

Insurance

 

 

1.0

 

 

 

1.9

 

 

 

2.0

 

 

 

3.9

 

Entertainment

 

 

1.0

 

 

 

1.9

 

 

 

1.5

 

 

 

2.9

 

Trading Companies & Distributors

 

 

1.0

 

 

 

1.8

 

 

 

1.4

 

 

 

2.6

 

Road & Rail

 

 

 

 

 

 

 

 

0.6

 

 

 

1.1

 

Total

 

 

100.0

%

 

 

189.0

%

 

 

100.0

%

 

 

189.1

%

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

 

Geographic

 

September 30, 2021

 

 

December 31, 2020

 

United States

 

 

97.7

%

 

 

99.3

%

Canada

 

 

2.3

 

 

 

0.7

 

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.

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.

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Table of Contents

 

 

 

Level 3 Instruments

Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt Obligations

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

Equity

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

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

 

The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of September 30, 2021. 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(4) of Significant

Unobservable Inputs

Weighted

Average(5)

As of September 30, 2021

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

$

1,371,327

 

Discounted cash flows

Discount Rate

6.3% - 19.4%

8.5%

Equity

 

 

 

 

 

 

 

Preferred Stock

$

9,371

 

Comparable multiples

EV/EBITDA(6)

10.5x - 26.0x

20.8x

 

$

1,991

 

Comparable multiples

EV/Revenue

6.4x

Common Stock

$

4,125

 

Comparable multiples

EV/EBITDA(6)

10.9x - 21.3x

18.0x

As of December 31, 2020

 

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

$

721,563

 

Discounted cash flows

Discount Rate

6.0% - 16.6%

8.6%

Equity

 

 

 

 

 

 

 

Preferred Stock

$

1,891

 

Comparable multiples

EV/EBITDA(6)

9.3x - 16.0x

12.6x

Common Stock

 

357

 

Comparable multiples

EV/EBITDA(6)

9.3x - 16.0x

9.6x

 

(1) 

As of September 30, 2021, included within Level 3 assets of $1,841,290 is an amount of $454,476 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 $1,371,327 or 75.3% of Level 3 bank loans, corporate debt, and other debt obligations.

(2) 

As of December 31, 2020, included within Level 3 assets of $1,108,698 is an amount of $384,887 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 $721,563 or 65.3% of Level 3 bank loans, corporate debt, and other debt obligations.

(3) 

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

(4) 

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

(5) 

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

(6) 

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

 

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2021. 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

 

$

 

 

$

58,203

 

 

$

1,822,015

 

 

$

1,880,218

 

 

$

 

 

$

50,348

 

 

$

1,104,625

 

 

$

1,154,973

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

15,418

 

 

 

 

 

 

15,418

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

11,362

 

 

 

11,362

 

 

 

 

 

 

 

 

 

3,716

 

 

 

3,716

 

Common Stock

 

 

 

 

 

 

 

 

7,913

 

 

 

7,913

 

 

 

 

 

 

 

 

 

357

 

 

 

357

 

Total

 

$

 

 

$

73,621

 

 

$

1,841,290

 

 

$

1,914,911

 

 

$

 

 

$

50,348

 

 

$

1,108,698

 

 

$

1,159,046

 

 

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

 

Assets

 

Beginning

Balance

 

 

Purchases(1)

 

 

Net

Realized

Gain (Loss)

 

 

Net Change in

Unrealized

Appreciation

(Depreciation)

 

 

Sales and

Settlements(1)

 

 

Net

Amortization

of Premium/

Discount

 

 

Transfers

In (2)

 

 

Transfers

Out (2)

 

 

Ending Balance

 

 

Net Change in

Unrealized

Appreciation

(Depreciation)

for assets still

held

 

For the Nine Months Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

 

$

1,104,625

 

 

$

954,158

 

 

$

51

 

 

$

10,938

 

 

$

(236,297

)

 

$

7,254

 

 

$

 

 

$

(18,714

)

 

$

1,822,015

 

 

$

11,749

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

3,716

 

 

 

8,007

 

 

 

94

 

 

 

550

 

 

 

(1,005

)

 

 

 

 

 

 

 

 

 

 

 

11,362

 

 

 

590

 

Common Stock

 

 

357

 

 

 

6,444

 

 

 

 

 

 

1,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,913

 

 

 

1,112

 

Total assets

 

$

1,108,698

 

 

$

968,609

 

 

$

145

 

 

$

12,600

 

 

$

(237,302

)

 

$

7,254

 

 

$

 

 

$

(18,714

)

 

$

1,841,290

 

 

$

13,451

 

For the Nine Months Ended September 30, 2020

 

1st Lien/Senior

Secured Debt

 

$

399,513

 

 

$

398,333

 

 

$

 

 

$

(12,594

)

 

$

(30,216

)

 

$

1,662

 

 

$

 

 

$

(7,816

)

 

$

748,882

 

 

$

(12,654

)

Preferred Stock

 

 

 

 

 

1,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,823

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

399,513

 

 

$

400,156

 

 

$

 

 

$

(12,594

)

 

$

(30,216

)

 

$

1,662

 

 

$

 

 

$

(7,816

)

 

$

750,705

 

 

$

(12,654

)

 

(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, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short term rates.

6.

DEBT

On May 2, 2019, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (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 was 199% and 212%.

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

 

MUFG Revolving Credit Facility(1)

 

$

292,000

 

 

$

124,000

 

 

$

168,000

 

 

$

500,000

 

 

$

102,300

 

 

$

397,700

 

JPM Revolving Credit Facility(2)(3)

 

 

1,050,000

 

 

 

196,281

 

 

 

853,718

 

 

 

250,000

 

 

 

100,000

 

 

 

150,000

 

Total debt

 

$

1,342,000

 

 

$

320,281

 

 

$

1,021,718

 

 

$

750,000

 

 

$

202,300

 

 

$

547,700

 

 

(1) 

Provides, under certain circumstances, a total borrowing capacity of $292,000.

(2) 

Provides, under certain circumstances, a total borrowing capacity of $2,000,000.

(3) 

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

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denominated in USD of $853,600 and in Canadian Dollars (“CAD”) of 150. As of December 31, 2020, the Company had outstanding borrowings denominated in USD of $150,000 and in CAD of 0.

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 3.00% and 2.84% respectively. 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 was $836,532 and $225,376.

MUFG Revolving Credit Facility

The Company entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Union Bank, N.A., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on July 31, 2019, December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021 and September 17, 2021. Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $292,000 as of September 30, 2021. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 6, 2022.

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

Under the MUFG Revolving Credit Facility, the Company has the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the MUFG Revolving Credit Facility is the prevailing LIBOR for one month (the “Applicable LIBOR”) plus 2.45% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.45% per annum. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

Amounts drawn under the MUFG Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the MUFG Revolving Credit Facility. In addition, any transfer of Units from a Unitholder whose undrawn commitments are included in the Borrowing Base to a Unitholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations.

The MUFG Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the MUFG Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to the Company.

The MUFG Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of Unitholders’ ownership interest in the Units. The MUFG Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. The Company is in compliance with these covenants.

Costs of $4,773 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of September 30, 2021 and December 31, 2020, outstanding deferred financing costs were $752 and $1,290.

 

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The below table presents the summary information of the MUFG 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

 

$

2,037

 

 

$

1,103

 

 

$

7,131

 

 

$

3,967

 

 

Facility fees

 

 

59

 

 

 

220

 

 

 

190

 

 

 

611

 

 

Amortization of financing costs

 

 

317

 

 

 

430

 

 

 

1,803

 

 

 

1,221

 

 

Total

 

$

2,413

 

 

$

1,753

 

 

$

9,124

 

 

$

5,799

 

 

Weighted average interest rate

 

 

2.59

%

 

 

2.36

%

 

 

2.60

%

 

 

2.95

%

 

Average outstanding balance

 

$

311,822

 

 

$

185,961

 

 

$

366,807

 

 

$

179,804

 

 

JPM Revolving Credit Facility

On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S Bank National Association serves as collateral agent, collateral administrator and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on February 12, 2021, March 5, 2021, June 25, 2021 and August 17, 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%, in each case, plus the applicable margin. The applicable margin is 3.10% per annum. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of September 30, 2021, the total commitments under the JPM Revolving Credit Facility were $1,050,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to six months 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 $7,720 were incurred in connection with obtaining 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 $6,713 and $2,720.

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

 

$

5,885

 

 

$

61

 

 

$

11,664

 

 

$

61

 

Facility fees

 

 

431

 

 

 

15

 

 

 

889

 

 

 

15

 

Amortization of financing costs

 

 

380

 

 

 

10

 

 

 

852

 

 

 

10

 

Total

 

$

6,696

 

 

$

86

 

 

$

13,405

 

 

$

86

 

Weighted average interest rate

 

 

3.29

%

 

 

3.38

%

*

 

3.32

%

 

 

3.38

%*

Average outstanding balance

 

$

710,341

 

 

$

94,000

 

*

$

469,725

 

 

$

94,000

                         *

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* Amount was calculated beginning on September 24, 2020, the date in which the Company entered into the JPM Revolving Credit Facility.

7.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

 

$

1,475,812

 

 

$

472,260

 

 

 

68

%

 

$

1,475,812

 

 

$

848,592

 

 

 

43

%

 

Portfolio Company Commitments

The Company may enter into investment commitments 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

 

 

Fair Value(2)

 

 

 

Commitment

Expiration Date(1)

 

September 30, 2021

 

 

December 31, 2020

 

 

September 30, 2021

 

 

December 31, 2020

 

1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GHA Buyer Inc. (dba Cedar Gate)

 

12/14/21

 

$

175

 

 

$

175

 

 

$

(3

)

 

$

(2

)

FWR Holding Corporation (dba First Watch Restaurants)

 

12/20/21

 

 

122

 

 

 

122

 

 

 

(1

)

 

 

(4

)

Elemica Parent, Inc.

 

12/31/21

 

 

350

 

 

 

350

 

 

 

(9

)

 

 

(11

)

Diligent Corporation

 

02/04/22

 

 

4,005

 

 

 

5,108

 

 

 

30

 

 

 

(115

)

MRI Software LLC

 

02/10/22

 

 

286

 

 

 

469

 

 

 

(1

)

 

 

(14

)

MRI Software LLC

 

02/10/22

 

 

1,840

 

 

 

22,200

 

 

 

(7

)

 

 

(648

)

Chronicle Bidco Inc. (dba Lexitas)

 

04/23/22

 

 

6,032

 

 

 

5,646

 

 

 

 

 

 

(141

)

Volt Bidco, Inc. (aka Power Factors)

 

08/11/22

 

 

2,375

 

 

 

 

 

 

 

 

Purfoods, LLC

 

08/12/22

 

 

8,200

 

 

 

16,400

 

 

 

 

 

 

(246

)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

 

09/10/22

 

 

2,759

 

 

 

 

 

(62

)

 

 

USN Opco LLC (dba Global Nephrology Solutions)

 

12/21/22

 

 

5,380

 

 

 

7,032

 

 

 

(54

)

 

 

(70

)

VRC Companies, LLC (dba Vital Records Control)

 

12/29/22

 

 

3,972

 

 

 

 

 

(60

)

 

 

Aria Systems, Inc.

 

12/30/22

 

 

3,780

 

 

 

 

 

(47

)

 

 

Heartland Home Services

 

01/30/23

 

 

13,624

 

 

 

 

 

(136

)

 

 

Sweep Purchaser LLC

 

02/12/23

 

 

992

 

 

 

 

 

(10

)

 

 

Thrasio, LLC

 

03/17/23

 

 

13,604

 

 

 

 

 

 

 

 

Sunstar Insurance Group, LLC

 

03/31/23

 

 

265

 

 

 

 

 

(3

)

 

 

GovDelivery Holdings, LLC (dba Granicus, Inc.)

 

04/21/23

 

 

1,370

 

 

 

 

 

(34

)

 

 

CORA Health Holdings Corp

 

06/15/23

 

 

8,092

 

 

 

 

 

(101

)

 

 

PT Intermediate Holdings III, LLC (dba Parts Town)

 

06/29/23

 

 

1,115

 

 

 

 

 

(3

)

 

 

Sundance Group Holdings, Inc. (dba NetDocuments)

 

07/02/23

 

 

11,198

 

 

 

 

 

(87

)

 

 

Total Vision LLC

 

07/15/23

 

 

2,305

 

 

 

 

 

(23

)

 

 

Premier Care Dental Management, LLC

 

08/05/23

 

 

9,231

 

 

 

 

 

(46

)

 

 

CivicPlus LLC

 

08/24/23

 

 

2,680

 

 

 

 

 

(27

)

 

 

DECA Dental Holdings LLC

 

08/26/23

 

 

6,725

 

 

 

 

 

(67

)

 

 

CFS Management, LLC (dba Center for Sight Management)

 

09/01/23

 

 

3,194

 

 

 

 

 

(40

)

 

 

Honor HN Buyer, Inc

 

10/15/23

 

 

12,520

 

 

 

 

 

 

 

 

Assembly Intermediate LLC

 

10/19/23

 

 

9,877

 

 

 

 

 

 

 

 

AQ Helios Buyer, Inc. (aka SurePoint)

 

07/01/24

 

 

10,510

 

 

 

 

 

 

 

 

WebPT, Inc.

 

08/28/24

 

 

926

 

 

 

926

 

 

 

(9

)

 

 

(28

)

 

 

31


Table of Contents

 

 

 

 

 

 

Unfunded

Commitment

Balances

 

 

Fair Value(2)

 

 

 

Commitment

Expiration Date(1)

 

September 30, 2021

 

 

December 31, 2020

 

 

September 30, 2021

 

 

December 31, 2020

 

Apptio, Inc.

 

01/10/25

 

$

462

 

 

$

769

 

 

$

 

 

$

(12

)

Mailgun Technologies, Inc.

 

03/26/25

 

 

1,263

 

 

 

1,263

 

 

 

 

 

 

 

CorePower Yoga LLC

 

05/14/25

 

 

633

 

 

 

 

 

(106

)

 

 

Riverpoint Medical, LLC

 

06/21/25

 

 

1,806

 

 

 

1,806

 

 

 

(23

)

 

 

(45

)

GHA Buyer Inc. (dba Cedar Gate)

 

06/24/25

 

 

1,749

 

 

 

1,749

 

 

 

(31

)

 

 

(35

)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

 

07/09/25

 

 

2,186

 

 

 

2,186

 

 

 

(76

)

 

 

(142

)

WorkForce Software, LLC

 

07/31/25

 

 

457

 

 

 

980

 

 

 

(9

)

 

 

(15

)

Diligent Corporation

 

08/04/25

 

 

3,503

 

 

 

1,684

 

 

 

26

 

 

 

(38

)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

 

08/15/25

 

 

2,007

 

 

 

2,361

 

 

 

(30

)

 

 

(77

)

Elemica Parent, Inc.

 

09/18/25

 

 

207

 

 

 

84

 

 

 

(5

)

 

 

(3

)

Capitol Imaging Acquisition Corp.

 

10/01/25

 

 

9,170

 

 

 

8,024

 

 

 

(92

)

 

 

(160

)

CST Buyer Company (dba Intoxalock)

 

10/03/25

 

 

1,291

 

 

 

1,291

 

 

 

(6

)

 

 

(29

)

Acquia, Inc.

 

10/31/25

 

 

1,779

 

 

 

1,933

 

 

 

(27

)

 

 

(34

)

Chronicle Bidco Inc. (dba Lexitas)

 

11/14/25

 

 

1,320

 

 

 

1,320

 

 

 

 

 

 

(33

)

Eptam Plastics, Ltd.

 

12/06/25

 

 

819

 

 

 

136

 

 

 

(10

)

 

 

(3

)

One GI LLC

 

12/22/25

 

 

2,300

 

 

 

2,300

 

 

 

 

 

 

(46

)

Zodiac Intermediate, LLC (dba Zipari)

 

12/22/25

 

 

2,333

 

 

 

7,000

 

 

 

(52

)

 

 

(186

)

Prophix Software Inc.(dba Pound Bidco)

 

01/30/26

 

 

3,118

 

 

 

 

 

 

 

 

Governmentjobs.com, Inc. (dba NeoGov)

 

02/05/26

 

 

4,149

 

 

 

4,150

 

 

 

(62

)

 

 

(83

)

MRI Software LLC

 

02/10/26

 

 

1,143

 

 

 

1,143

 

 

 

(4

)

 

 

(33

)

Instructure Holdings

 

03/24/26

 

 

3,690

 

 

 

3,690

 

 

 

 

 

 

(37

)

GS AcquisitionCo, Inc. (dba Insightsoftware)

 

05/22/26

 

 

914

 

 

 

750

 

 

 

(7

)

 

 

(6

)

AQ Helios Buyer, Inc. (aka SurePoint)

 

07/01/26

 

 

3,661

 

 

 

 

 

(73

)

 

 

Project Eagle Holdings, LLC (dba Exostar)

 

07/06/26

 

 

3,418

 

 

 

3,418

 

 

 

(68

)

 

 

(77

)

Total Vision LLC

 

07/15/26

 

 

1,150

 

 

 

 

 

(23

)

 

 

Superman Holdings, LLC (dba Foundation Software)

 

08/31/26

 

 

5,134

 

 

 

5,134

 

 

 

 

 

 

(128

)

Bullhorn, Inc.

 

09/30/26

 

 

693

 

 

 

693

 

 

 

(7

)

 

 

(10

)

Sunstar Insurance Group, LLC

 

10/09/26

 

 

2,496

 

 

 

2,496

 

 

 

(25

)

 

 

(50

)

1272775 B.C. LTD. (dba Everest Clinical Research)

 

11/06/26

 

 

1,059

 

 

 

1,160

 

 

 

(16

)

 

 

(17

)

Sweep Purchaser LLC

 

11/30/26

 

 

2,857

 

 

 

4,201

 

 

 

(29

)

 

 

(84

)

Helios Buyer, Inc. (dba Heartland)

 

12/15/26

 

 

370

 

 

 

2,097

 

 

 

(4

)

 

 

(42

)

USN Opco LLC (dba Global Nephrology Solutions)

 

12/21/26

 

 

2,812

 

 

 

2,812

 

 

 

(28

)

 

 

(56

)

StarCompliance Intermediate, LLC

 

01/12/27

 

 

2,300

 

 

 

 

 

(46

)

 

 

Wellness AcquisitionCo, Inc. (dba SPINS)

 

01/20/27

 

 

2,400

 

 

 

 

 

 

 

 

GovDelivery Holdings, LLC (dba Granicus, Inc.)

 

01/29/27

 

 

2,337

 

 

 

 

 

(58

)

 

 

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

 

03/10/27

 

 

935

 

 

 

 

 

(21

)

 

 

Pluralsight, Inc

 

04/06/27

 

 

4,600

 

 

 

 

 

(92

)

 

 

ESO Solutions, Inc

 

05/03/27

 

 

3,292

 

 

 

 

 

(58

)

 

 

Rodeo Buyer Company (dba Absorb Software)

 

05/25/27

 

 

3,065

 

 

 

 

 

(61

)

 

 

VRC Companies, LLC (dba Vital Records Control)

 

06/29/27

 

 

858

 

 

 

 

 

(13

)

 

 

Zarya Intermediate, LLC (dba iOFFICE)

 

07/01/27

 

 

6,145

 

 

 

 

 

(123

)

 

 

Sundance Group Holdings, Inc. (dba NetDocuments)

 

07/02/27

 

 

4,479

 

 

 

 

 

(69

)

 

 

Experity, Inc.

 

07/22/27

 

 

3,023

 

 

 

 

 

(15

)

 

 

Cordeagle US Finco, Inc. (aka Condeco)

 

07/30/27

 

 

2,238

 

 

 

 

 

(45

)

 

 

Gainsight, Inc.

 

07/30/27

 

 

4,830

 

 

 

 

 

(85

)

 

 

Premier Care Dental Management, LLC

 

08/05/27

 

 

2,769

 

 

 

 

 

(55

)

 

 

 

32


Table of Contents

 

 

 

 

 

 

Unfunded

Commitment

Balances

 

 

Fair Value(2)

 

 

 

Commitment

Expiration Date(1)

 

September 30, 2021

 

 

December 31, 2020

 

 

September 30, 2021

 

 

December 31, 2020

 

Volt Bidco, Inc. (aka Power Factors)

 

08/11/27

 

$

1,979

 

$

 

 

$

(40

)

$

 

CivicPlus LLC

 

08/24/27

 

 

537

 

 

 

 

 

(11

)

 

 

DECA Dental Holdings LLC

 

08/26/27

 

 

1,552

 

 

 

 

 

(31

)

 

 

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

 

09/15/27

 

 

5,374

 

 

 

 

 

(107

)

 

 

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

 

09/15/27

 

 

6,161

 

 

 

 

 

 

 

 

Honor HN Buyer, Inc

 

10/15/27

 

 

22,903

 

 

 

 

 

 

 

 

Honor HN Buyer, Inc

 

10/15/27

 

 

2,502

 

 

 

 

 

 

 

 

Assembly Intermediate LLC

 

10/19/27

 

 

3,911

 

 

 

 

 

 

 

 

Assembly Intermediate LLC

 

10/19/27

 

 

39,110

 

 

 

 

 

 

 

 

One GI LLC

 

06/22/21

 

 

 

 

 

20,004

 

 

 

 

 

 

(200

)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

 

08/15/21

 

 

 

 

 

3,926

 

 

 

 

 

 

(128

)

WebPT, Inc.

 

08/28/21

 

 

 

 

 

1,588

 

 

 

 

 

 

(48

)

Bullhorn, Inc.

 

10/01/21

 

 

 

 

 

635

 

 

 

 

 

 

(10

)

GS AcquisitionCo, Inc. (dba Insightsoftware)

 

12/02/21

 

 

 

 

 

3,752

 

 

 

 

 

 

(28

)

Eptam Plastics, Ltd.

 

12/06/21

 

 

 

 

 

2,729

 

 

 

 

 

 

(55

)

Elemica Parent, Inc.

 

12/15/21

 

 

 

 

 

1,396

 

 

 

 

 

 

(42

)

Helios Buyer, Inc. (dba Heartland)

 

06/15/22

 

 

 

 

 

7,390

 

 

 

 

 

 

(37

)

Thrasio, LLC

 

06/18/22

 

 

 

 

 

9,250

 

 

 

 

 

 

(116

)

Villa Bidco Inc (dba Authority Brands)

 

09/12/22

 

 

 

 

 

6,843

 

 

 

 

 

 

(137

)

Sunstar Insurance Group, LLC

 

10/09/22

 

 

 

 

 

7,736

 

 

 

 

 

 

(155

)

Sweep Purchaser LLC

 

11/30/22

 

 

 

 

 

8,403

 

 

 

 

 

 

(84

)

ConnectWise, LLC

 

02/28/25

 

 

 

 

 

1,152

 

 

 

 

 

 

(12

)

Villa Bidco Inc (dba Authority Brands)

 

03/21/25

 

 

 

 

 

1,374

 

 

 

 

 

 

(27

)

Granicus, Inc.

 

08/21/26

 

 

 

 

 

2,183

 

 

 

 

 

 

(44

)

Blacksmith Applications, Inc.

 

12/02/26

 

 

 

 

 

1,900

 

 

 

 

 

 

(43

)

Wellness AcquisitionCo, Inc. (dba SPINS)

 

01/20/27

 

 

 

 

 

2,352

 

 

 

 

 

 

 

Wellness AcquisitionCo, Inc. (dba SPINS)

 

01/20/27

 

 

 

 

 

18,228

 

 

 

 

 

 

 

Total 1st Lien/Senior Secured Debt

 

 

 

$

344,753

 

 

$

225,899

 

 

$

(2,517

)

 

$

(3,926

)

Total

 

 

 

$

344,753

 

 

$

225,899

 

 

$

(2,517

)

 

$

(3,926

)

(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) 

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.

8.

MEMBERS’ CAPITAL

Capital Drawdowns

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, 2021

 

 

 

 

 

 

 

 

June 28, 2021

 

 

1,126,459

 

 

$

110,686

 

August 13, 2021

 

 

1,224,208

 

 

 

118,065

 

September 17, 2021

 

 

1,518,480

 

 

 

147,581

 

Total capital drawdowns

 

 

3,869,147

 

 

$

376,332

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

 

 

 

January 29, 2020

 

 

509,491

 

 

$

50,226

 

March 30, 2020

 

 

1,246,165

 

 

 

124,445

 

April 24, 2020

 

 

312,920

 

 

 

28,892

 

July 30, 2020

 

 

1,406,409

 

 

 

133,335

 

August 18, 2020

 

 

248,403

 

 

 

23,423

 

Total capital drawdowns

 

 

3,723,388

 

 

$

360,321

 

33


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

 

February 24, 2021

 

April 5, 2021

 

April 29, 2021

 

$

2.82

 

May 5, 2021

 

July 5, 2021

 

July 30, 2021

 

$

2.64

 

August 4, 2021

 

October 5, 2021

 

October 28, 2021

 

$

2.51

 

 

For the Nine Months Ended September 30, 2020

 

 

 

 

 

 

February 19, 2020

 

April 3, 2020

 

April 29, 2020

 

$

1.44

 

May 5, 2020

 

July 6, 2020

 

July 31, 2020

 

$

1.67

 

August 4, 2020

 

October 5, 2020

 

October 29, 2020

 

$

1.83

 

 

9.

EARNINGS PER UNIT

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

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30, 2021

 

 

September 30,

2020

 

 

September 30,

2021

 

 

September 30,

2020

 

Net increase in Members’ Capital from operations

 

$

25,505

 

 

$

19,411

 

 

$

62,104

 

 

$

9,189

 

Weighted average Units outstanding

 

 

8,437,071

 

 

 

5,463,738

 

 

 

7,117,107

 

 

 

4,158,080

 

Basic and diluted earnings per unit

 

$

3.02

 

 

$

3.55

 

 

$

8.73

 

 

$

2.21

 

 

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

 

10.

FINANCIAL HIGHLIGHTS

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

 

 

 

For the Nine Months Ended

 

 

 

September 30, 2021

 

 

September 30, 2020

 

Per Unit Data:(1)

 

 

 

 

 

 

 

 

NAV, beginning of period

 

$

95.37

 

 

$

98.53

 

Net investment income

 

 

6.69

 

 

 

5.65

 

Net realized and unrealized gains (losses)(2)

 

 

1.83

 

 

 

(4.26

)

Income tax provision, realized and unrealized gains

 

 

(0.01

)

 

 

(0.02

)

Net increase (decrease) in net assets from operations(2)

 

$

8.51

 

 

$

1.37

 

Distributions declared from net investment income

 

 

(5.46

)

 

 

(3.11

)

Total increase (decrease) in net assets

 

$

3.05

 

 

$

(1.74

)

NAV, end of period

 

$

98.42

 

 

$

96.79

 

Units outstanding, end of period

 

 

10,296,662

 

 

 

6,036,665

 

Weighted average units outstanding

 

 

7,117,107

 

 

 

4,158,080

 

Total return based on NAV(3)

 

 

8.92

%

 

 

1.39

%

Supplemental Data/Ratio(4):

 

 

 

 

 

 

 

 

Members’ Capital, end of period

 

$

1,013,447

 

 

$

584,291

 

Ratio of net expenses to average Members’ Capital

 

 

8.82

%

 

 

4.28

%

Ratio of expenses (without incentive fees and interest and other debt expenses)

   to Members’ Capital

 

 

2.15

%

 

 

2.29

%

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

 

 

4.33

%

 

 

2.00

%

Ratio of incentive fees to average Members’ Capital

 

 

2.34

%

 

—%

 

Ratio of total expenses to average Members’ Capital

 

 

8.82

%

 

 

4.28

%

Ratio of net investment income to average Members’ Capital

 

 

9.92

%

 

 

8.05

%

Portfolio turnover

 

 

20

%

 

 

6

%

 

(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 capital drawdowns and distributions.

(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) 

Ratios are annualized, except for, as applicable, unvested Incentive Fees.

 

34