Form 8-K Goldman Sachs BDC, Inc. For: Nov 19

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Form 8-K Goldman Sachs BDC, Inc. For: Nov 19

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November 19, 2020 6:58 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2020

GOLDMAN SACHS BDC, INC.

(Exact name of registrant as specified in charter)

Delaware

814-00998

46-2176593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per

share

GSBD

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 8.01 – Other Events.

As previously disclosed, on October 12, 2020, Goldman Sachs BDC, Inc., a Delaware corporation (“GSBD”), completed its previously announced merger with Goldman Sachs Middle Market Lending Corp. (“MMLC”) pursuant to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 11, 2020, by and among GSBD, MMLC, Evergreen Merger Sub Inc., a wholly owned subsidiary of GSBD (“Merger Sub”), and Goldman Sachs Asset Management, L.P. (“GSAM”), investment adviser to each of GSBD and MMLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into MMLC, with MMLC as the surviving corporation (the “First Merger”), and, immediately following the First Merger, MMLC was then merged with and into GSBD, with GSBD as the surviving company (the First Merger and the subsequent merger, collectively, the “Merger”).

Filed with this Current Report on Form 8-K as Exhibit 99.1 are the unaudited consolidated financial statements of MMLC for the periods described in Item 9.01(a) below and the notes related thereto.

Filed with this Current Report on Form 8-K as Exhibit 99.2 are the unaudited pro forma condensed consolidated financial statements for the periods described in Item 9.01(b) below and the notes related thereto.

Item 9.01 – Financial Statements and Exhibits.

(a) Financial statements.

The historical unaudited consolidated financial statements of MMLC as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated financial statements of GSBD, giving effect to the Merger, as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.


Exhibit Number		Description

99.1		Historical unaudited consolidated financial statements of Goldman Sachs Middle Market Lending Corp. as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019.

99.2		Unaudited pro forma condensed consolidated financial statements of Goldman Sachs BDC, Inc., giving effect to the Merger, as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results of GSBD and involve a number of risks and uncertainties. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by GSBD with the Securities and Exchange Commission (the “SEC”), including those contained in the joint proxy statement and prospectus that forms part of a registration statement on Form N-14 filed with the SEC on August 4, 2020. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize the anticipated benefits of the Merger, effects of disruption on the business of GSBD from the Merger; GSBD’s plans, expectations, objectives and intentions as a result of the Merger, future operating results of GSBD, the business prospects of GSBD and the prospects of its portfolio companies, actual and potential conflicts of interests with GSAM and other affiliates of GSAM, general economic and political trends and other factors, the dependence of GSBD’s future success on the general economy and its effect on the industries in which it invests; and future changes in laws or regulations and interpretations thereof. GSBD does not undertake any duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

GOLDMAN SACHS MIDDLE MARKET LENDING CORP.


INDEX	PAGE
FINANCIAL INFORMATION
Financial Statements
Consolidated Statements of Assets and Liabilities as of September 30, 2020 (Unaudited) and December 31, 2019		2
Consolidated Statements of Operations for the three and nine months ended September 30, 2020 (Unaudited) and 2019 (Unaudited)		3
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2020 (Unaudited) and 2019 (Unaudited)		4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 (Unaudited) and 2019 (Unaudited)		5
Consolidated Schedules of Investments as of September 30, 2020 (Unaudited) and December 31, 2019		6
Notes to the Consolidated Financial Statements (Unaudited)		19

Goldman Sachs Middle Market Lending Corp.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	September 30, 2020 (Unaudited)			December 31, 2019
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,693,771 and $1,656,685)	$	1,637,716		$	1,633,562
Non-controlled affiliated investments (cost of $45,801 and $45,702)		50,826			49,598
Investments in affiliated money market fund (cost of $160,798 and $-)		160,798			—
Cash		16,911			13,393
Receivable for investments sold		426			41
Interest and dividends receivable		11,496			7,022
Deferred financing costs		1,988			2,617
Unrealized appreciation on foreign currency forward contracts		—			46
Other assets		824			96

Total assets	$	1,880,985		$	1,706,375

Liabilities
Debt	$	843,219		$	729,986
Interest and other debt expenses payable		378			713
Management fees payable		3,714			3,520
Incentive fees payable		6,456			3,419
Distribution payable		—			21,272
Unrealized depreciation on foreign currency forward contracts		134			—
Directors’ fees payable		100			—
Accrued expenses and other liabilities		3,884			2,676

Total liabilities	$	857,885		$	761,586

Commitments and Contingencies (Note 8)
Net Assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 53,844,947 and 50,562,483 shares issued and outstanding as of September 30, 2020 and December 31, 2019)		54			51
Paid-in capital in excess of par		1,034,279			972,476
Distributable earnings		(11,233	)		(27,738	)

TOTAL NET ASSETS	$	1,023,100		$	944,789

TOTAL LIABILITIES AND NET ASSETS	$	1,880,985		$	1,706,375

Net asset value per share	$	19.00		$	18.69

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	36,520		$	37,135		$	111,906		$	101,019
Other income		1,505			535			2,113			1,502
From non-controlled affiliated investments:
Interest income		751			654			2,319			1,986
Dividend income		48			58			106			149
Other income		7			7			73			20

Total investment income	$	38,831		$	38,389		$	116,517		$	104,676

Expenses:
Interest and other debt expenses	$	5,562		$	7,001		$	19,162		$	16,469
Management fees		3,714			3,489			10,739			10,145
Incentive fees		6,456			3,265			6,456			14,605
Professional fees		1,341			517			3,358			1,252
Directors’ fees		107			114			320			327
Other General and Administrative Expenses		928			905			2,753			2,488

Total expenses	$	18,108		$	15,291		$	42,788		$	45,286

NET INVESTMENT INCOME	$	20,723		$	23,098		$	73,729		$	59,390

Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	—		$	(7	)	$	226		$	(10,568	)
Foreign currency forward contracts		40			53			150			65
Foreign currency transactions		47			(19	)		20			19
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		27,126			(7,236	)		(32,932	)		(11,424	)
Non-controlled affiliated investments		401			479			1,129			2,016
Foreign currency forward contracts		(179	)		78			(180	)		123
Foreign currency translations		(2,334	)		2,225			(2,411	)		2,642

Net realized and unrealized gains (losses)	$	25,101		$	(4,427	)	$	(33,998	)	$	(17,127	)

(Provision) benefit for taxes on realized gain/loss on investments	$	—		$	—		$	—		$	100
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(89	)		(171	)		(73	)		(614	)

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	45,735		$	18,500		$	39,658		$	41,749

Weighted average shares outstanding		53,844,947			49,470,258			53,198,038			46,754,248
Net investment income per share (basic and diluted)	$	0.38		$	0.47		$	1.39		$	1.27
Earnings (loss) per share (basic and diluted)	$	0.85		$	0.37		$	0.75		$	0.89

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Net assets at beginning of period	$	977,365		$	928,731		$	944,789		$	820,154
Increase (decrease) in net assets from operations:
Net investment income	$	20,723		$	23,098		$	73,729		$	59,390
Net realized gain (loss)		87			27			396			(10,484	)
Net change in unrealized appreciation (depreciation)		25,014			(4,454	)		(34,394	)		(6,643	)
(Provision) benefit for taxes on realized gain/loss on investments		—			—			—			100
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(89	)		(171	)		(73	)		(614	)

Net increase (decrease) in net assets from operations	$	45,735		$	18,500		$	39,658		$	41,749

Distributions to stockholders from:
Distributable earnings	$	—		$	(21,272	)	$	(23,153	)	$	(60,099	)

Total distributions to stockholders	$	—		$	(21,272	)	$	(23,153	)	$	(60,099	)

Capital transactions:
Issuance of common shares	$	—		$	—		$	61,806		$	124,155

Net increase (decrease) in net assets from capital transactions	$	—		$	—		$	61,806		$	124,155

TOTAL INCREASE (DECREASE) IN NET ASSETS	$	45,735		$	(2,772	)	$	78,311		$	105,805

Net assets at end of period	$	1,023,100		$	925,959		$	1,023,100		$	925,959

Distributions declared per share	$	—		$	0.43		$	0.43		$	1.29

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)


	For the Nine Months Ended
	September 30, 2020			September 30, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets from operations:	$	39,658		$	41,749
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(171,954	)		(643,023	)
Payment-in-kind interest capitalized		(1,462	)		(794	)
Investments in affiliated money market fund, net		(160,798	)		—
Proceeds from sales of investments and principal repayments		142,064			146,770
Net realized (gain) loss		(220	)		10,575
Net change in unrealized (appreciation) depreciation on investments		31,803			9,408
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		158			(89	)
Amortization of premium and accretion of discount, net		(5,613	)		(5,063	)
Amortization of deferred financing costs		1,059			974
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(385	)		(11	)
(Increase) decrease in interest and dividends receivable		(4,474	)		(2,525	)
(Increase) decrease in other assets		(728	)		125
Increase (decrease) in interest and other debt expenses payable		(335	)		38
Increase (decrease) in management fees payable		194			590
Increase (decrease) in incentive fees payable		3,037			(247	)
Increase (decrease) in investments purchased payable		—			15,868
Increase (decrease) in directors’ fees payable		100			99
Increase (decrease) in accrued expenses and other liabilities		1,208			131

Net cash provided by (used for) operating activities	$	(126,688	)	$	(425,425	)

Cash flows from financing activities:
Proceeds from issuance of common stock	$	61,806		$	124,155
Distributions paid		(44,425	)		(55,017	)
Financing costs paid		(430	)		(745	)
Borrowings on debt		240,433			586,924
Repayments of debt		(127,200	)		(233,550	)

Net cash provided by (used for) financing activities	$	130,184		$	421,767

Net increase (decrease) in cash		3,496			(3,658	)
Effect of foreign exchange rate changes on cash and cash equivalents		22			(35	)
Cash, beginning of period		13,393			15,010

Cash, end of period	$	16,911		$	11,317

Supplemental and non-cash activities
Interest expense paid	$	18,127		$	14,745
Accrued but unpaid excise tax expense	$	—		$	8
Accrued but unpaid distributions	$	—		$	21,272
Exchange of investments	$	13,019		$	1,054

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate (+)			Reference Rate and Spread (+)	Maturity		Par Amount/ Shares (++)		Cost			Fair Value
1st Lien/Senior Secured Debt # - 126.17%
3SI Security Systems, Inc.(1)	Commercial Services & Supplies		6.75	%	L + 5.75%; 1.00% Floor		06/16/2023	$	2,216	$	2,193		$	2,166
Accuity Delivery Systems, LLC^ (1) (2)	Health Care Providers & Services		8.00	%	L + 7.00%; 1.00% Floor		06/13/2023		14,480		14,222			14,842
Acquia, Inc.(1) (2)	Software		8.00	%	L + 7.00%; 1.00% Floor		10/31/2025		18,197		17,877			17,651
Acquia, Inc.(1) (2) (3)	Software				L + 7.00%; 1.00% Floor		10/31/2025		1,946		(33	)		(58	)
Apptio, Inc.(1) (2)	IT Services		8.25	%	L + 7.25%; 1.00% Floor		01/10/2025		46,452		45,735			45,755
Apptio, Inc.(1) (2) (3)	IT Services				L + 7.25%; 1.00% Floor		01/10/2025		3,160		(45	)		(47	)
Associations, Inc.(1) (2)	Real Estate Management & Development		8.00	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		19,744		19,582			18,954
Associations, Inc.(1) (2) (3)	Real Estate Management & Development		8.23	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		4,322		4,224			4,086
Associations, Inc.(1) (2)	Real Estate Management & Development		7.00	%	L + 6.00%; 1.00% Floor		07/30/2024		836		829			802
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(2)	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/19/2025		9,028		8,952			8,667
Brillio, LLC(1) (2)	IT Services		5.75	%	L + 4.75%; 1.00% Floor		02/06/2025		6,518		6,468			6,371
Brillio, LLC(1) (2) (3)	IT Services		5.75	%	L + 4.75%; 1.00% Floor		02/06/2025		2,200		1,100			1,050
Bullhorn, Inc.(2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		09/30/2026		15,988		15,702			15,749
Bullhorn, Inc.(2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		09/30/2026		332		326			327
Bullhorn, Inc.(2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		09/30/2026		264		260			260
Bullhorn, Inc.(2) (3)	Professional Services				L + 5.75%; 1.00% Floor		09/30/2026		732		(13	)		(11	)
Bullhorn, Inc.(2) (3)	Professional Services				L + 5.75%; 1.00% Floor		09/30/2026		799		(14	)		(12	)
Businessolver.com, Inc.(1) (2)	Health Care Technology		8.50	%	L + 7.50%; 1.00% Floor		05/15/2023		30,076		29,726			29,324
Businessolver.com, Inc.(1) (2)	Health Care Technology		8.50	%	L + 7.50%; 1.00% Floor		05/15/2023		4,511		4,455			4,399
Businessolver.com, Inc.(1) (2) (3)	Health Care Technology				L + 7.50%; 1.00% Floor		05/15/2023		3,760		(40	)		(94	)
CFS Management, LLC (dba Center for Sight Management)(1) (2)	Health Care Providers & Services		6.75	%	L + 5.75%; 1.00% Floor		07/01/2024		6,940		6,884			6,697
CFS Management, LLC (dba Center for Sight Management)(1) (2)	Health Care Providers & Services		6.75	%	L + 5.75%; 1.00% Floor		07/01/2024		2,067		2,051			1,995
Chronicle Bidco Inc. (dba Lexitas)(1) (2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		11/14/2025		10,223		10,043			9,916
Chronicle Bidco Inc. (dba Lexitas)(1) (2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		11/14/2025		4,307		4,230			4,178
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3)	Professional Services				L + 5.75%; 1.00% Floor		11/14/2025		1,300		(22	)		(39	)
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2)	Health Care Providers & Services		7.50	%	L + 6.50%; 1.00% Floor		03/28/2025		12,700		12,566			12,319
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2)	Health Care Providers & Services		7.50	%	L + 6.50%; 1.00% Floor		03/28/2025		9,673		9,550			9,383
ConnectWise, LLC(1) (2)	IT Services		7.00	%	L + 6.00%; 1.00% Floor		02/28/2025		19,806		19,464			19,608
ConnectWise, LLC(1) (2) (3)	IT Services				L + 6.00%; 1.00% Floor		02/28/2025		1,524		(26	)		(15	)
Convene 237 Park Avenue, LLC (dba Convene)(1) (2)	Real Estate Management & Development		9.00	%	L + 7.50%; 1.50% Floor		08/30/2024		31,000		30,492			26,350
Convene 237 Park Avenue, LLC (dba Convene)(1) (2)	Real Estate Management & Development		9.00	%	L + 7.50%; 1.50% Floor		08/30/2024		9,120		8,962			7,752
CorePower Yoga LLC(2)	Diversified Consumer Services		7.00	%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		05/14/2025		14,400		14,214			12,240
CorePower Yoga LLC(2) (3)	Diversified Consumer Services		7.00	%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		05/14/2025		1,010		189			50
CST Buyer Company (dba Intoxalock)(1) (2)	Diversified Consumer Services		6.25	%	L + 5.25%; 1.00% Floor		10/03/2025		16,870		16,684			16,870
CST Buyer Company (dba Intoxalock)(1) (2) (3)	Diversified Consumer Services				L + 5.25%; 1.00% Floor		10/03/2025		1,294		(14	)		—
DDS USA Holding, Inc.(1) (2)	Health Care Equipment & Supplies		6.75	%	L + 5.75%; 1.00% Floor		06/30/2022		5,364		5,350			5,310
DDS USA Holding, Inc.(1) (2)	Health Care Equipment & Supplies		6.75	%	L + 5.75%; 1.00% Floor		06/30/2022		5,069		5,056			5,018
DDS USA Holding, Inc.(1) (2) (3)	Health Care Equipment & Supplies		6.75	%	L + 5.75%; 1.00% Floor		06/30/2022		1,533		763			751
Diligent Corporation(2)	Professional Services		7.25	%	L + 6.25%; 1.00% Floor		08/04/2025	€	22,650		25,860			25,892
Diligent Corporation(2)	Professional Services		7.25	%	L + 6.25%; 1.00% Floor		08/04/2025		14,645		14,438			14,279
Diligent Corporation(2) (3)	Professional Services				L + 6.25%; 1.00% Floor		08/04/2025		1,800		(34	)		(45	)
DocuTAP, Inc.(1) (2)	Health Care Technology		6.50	%	L + 5.50%; 1.00% Floor		05/12/2025		34,802		34,102			33,845
E2open, LLC(2)	Software		6.75	%	L + 5.75%; 1.00% Floor		11/26/2024		24,057		23,864			23,095

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate (+)			Reference Rate and Spread (+)	Maturity		Par Amount/ Shares (++)		Cost			Fair Value
Elemica Parent, Inc.(1) (2)	Chemicals		5.73	%	L + 5.50%		09/18/2025	$	4,225	$	4,135		$	3,930
Elemica Parent, Inc.(1) (2) (3)	Chemicals		5.72	%	L + 5.50%		09/18/2025		550		406			379
Elemica Parent, Inc.(1) (2) (3)	Chemicals				L + 5.50%		09/18/2025		830		(9	)		(58	)
Empirix, Inc.(1) (2)	Diversified Telecommunication Services		7.25	%	L + 6.25%; 1.00% Floor		09/25/2024		31,261		30,870			30,323
Empirix, Inc.(1) (2) (3)	Diversified Telecommunication Services				L + 6.25%; 1.00% Floor		09/25/2023		1,800		(19	)		(54	)
Eptam Plastics, Ltd.(1) (2)	Health Care Equipment & Supplies		6.50	%	L + 5.50%; 1.00% Floor		12/06/2025		6,331		6,247			6,157
Eptam Plastics, Ltd.(1) (2)	Health Care Equipment & Supplies		6.50	%	L + 5.50%; 1.00% Floor		12/06/2025		1,354		1,336			1,317
Eptam Plastics, Ltd.(1) (2) (3)	Health Care Equipment & Supplies				L + 5.50%; 1.00% Floor		12/06/2025		2,708		(18	)		(74	)
Fenergo Finance 3 Limited(1) (2) (4)	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		09/05/2024	€	25,300		29,040			29,292
Fenergo Finance 3 Limited(1) (2) (3) (4)	Diversified Financial Services				L + 6.00%; 1.00% Floor		09/05/2024		1,683		(19	)		(21	)
Fenergo Finance 3 Limited(1) (2) (3) (4)	Diversified Financial Services				L + 6.00%; 1.00% Floor		09/05/2024	€	2,200		(30	)		(32	)
Foundation Software(2)	Construction & Engineering		10.25	%	P + 7.00%; 2.00% Floor		08/31/2027		428		418			418
Foundation Software(2) (3)	Construction & Engineering				P + 7.00%; 2.00% Floor		08/31/2026		61		(2	)		(2	)
FWR Holding Corporation (dba First Watch Restaurants)(1) (3)	Hotels, Restaurants & Leisure				L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		96		—			(3	)
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		4,004		3,977			3,864
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		3,011		2,991			2,905
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		2,995		2,975			2,891
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		11,297		11,145			10,901
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		2,257		2,228			2,178
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure		8.00	%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		1,427		1,408			1,377
FWR Holding Corporation (dba First Watch Restaurants)(1) (3)	Hotels, Restaurants & Leisure				L + 7.00% (incl. 1.50% PIK); 1.00% Floor		08/21/2023		1,506		(19	)		(53	)
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services		7.02	%	L + 6.00%; 1.00% Floor		09/04/2024		13,795		13,600			13,209
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services		7.00	%	L + 6.00%; 1.00% Floor		09/04/2024		7,123		7,020			6,820
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services		7.01	%	L + 6.00%; 1.00% Floor		09/04/2024		6,886		6,801			6,593
Gastro Health Holdco, LLC(1) (2) (3)	Health Care Providers & Services				L + 6.00%; 1.00% Floor		09/04/2023		2,900		(34	)		(123	)
GlobalTranz Enterprises, Inc.(2)	Road & Rail		5.16	%	L + 5.00%		05/15/2026		11,358		11,167			9,569
Governmentjobs.com, Inc. (dba NeoGov)(1) (2)	Software		7.50	%	L + 6.50%; 1.00% Floor		02/05/2026		29,153		28,621			28,643
Governmentjobs.com, Inc. (dba NeoGov)(1) (2) (3)	Software		7.50	%	L + 6.50%; 1.00% Floor		02/05/2026		3,887		222			224
Granicus, Inc.(2)	Software		8.00	%	L + 7.00%; 1.00% Floor		08/21/2026		13,560		13,226			13,221
Granicus, Inc.(2) (3)	Software				L + 7.00%; 1.00% Floor		08/21/2026		929		(23	)		(23	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2)	Hotels, Restaurants & Leisure		7.75	%	L + 6.75%; 1.00% Floor		07/09/2025		34,501		34,072			32,000
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) (3)	Hotels, Restaurants & Leisure				L + 6.75%; 1.00% Floor		07/09/2025		2,805		(34	)		(203	)
Hygiena Borrower LLC	Life Sciences Tools & Services		5.00	%	L + 4.00%; 1.00% Floor		08/26/2022		5,122		5,084			5,019
Hygiena Borrower LLC(3)	Life Sciences Tools & Services				L + 4.00%; 1.00% Floor		08/26/2022		550		(4	)		(11	)
iCIMS, Inc.(1) (2)	Software		7.50	%	L + 6.50%; 1.00% Floor		09/12/2024		42,594		41,988			41,849
iCIMS, Inc.(1) (2)	Software		7.50	%	L + 6.50%; 1.00% Floor		09/12/2024		7,844		7,720			7,707
iCIMS, Inc.(1) (2) (3)	Software				L + 6.50%; 1.00% Floor		09/12/2024		2,662		(35	)		(47	)
Instructure Holdings(1) (2)	Diversified Consumer Services		8.00	%	L + 7.00%; 1.00% Floor		03/24/2026		38,591		38,142			38,206
Instructure Holdings(1) (2) (3)	Diversified Consumer Services				L + 7.00%; 1.00% Floor		03/24/2026		3,000		(34	)		(30	)

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate (+)			Reference Rate and Spread (+)	Maturity		Par Amount/ Shares (++)		Cost			Fair Value
Integral Ad Science, Inc.(1) (2)	Interactive Media & Services		8.25	%	L + 7.25% (incl. 1.25% PIK); 1.00% Floor		07/19/2024	$	36,902	$	36,403		$	35,519
Integral Ad Science, Inc.(1) (2) (3)	Interactive Media & Services				L + 6.00%; 1.00% Floor		07/19/2023		2,586		(29	)		(97	)
Internet Truckstop Group, LLC (dba Truckstop)(1) (2)	Transportation Infrastructure		6.50	%	L + 5.50%; 1.00% Floor		04/02/2025		32,133		31,500			31,491
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) (3)	Transportation Infrastructure				L + 5.50%; 1.00% Floor		04/02/2025		2,600		(49	)		(52	)
Lithium Technologies, Inc.(1) (2)	Interactive Media & Services		9.00	%	L + 8.00%; 1.00% Floor		10/03/2022		50,047		49,473			47,920
Lithium Technologies, Inc.(1) (2) (3)	Interactive Media & Services		9.21	%	L + 8.00%; 1.00% Floor		10/03/2022		3,448		539			428
Mailgun Technologies, Inc.(1) (2)	Interactive Media & Services		6.00	%	L + 5.00%; 1.00% Floor		03/26/2025		22,995		22,628			22,995
Mailgun Technologies, Inc.(1) (2) (3)	Interactive Media & Services				L + 5.00%; 1.00% Floor		03/26/2025		1,448		—			—
MedeAnalytics, Inc.(2) (3)	Health Care Technology				L + 6.50%; 1.00% Floor		10/09/2026		479		—			—
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2)	Health Care Technology		6.50	%	L + 5.50%; 1.00% Floor		11/15/2024		29,507		29,059			29,064
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) (3)	Health Care Technology		6.50	%	L + 5.50%; 1.00% Floor		11/15/2024		4,525		2,651			2,647
MRI Software LLC	Real Estate Management & Development		6.50	%	L + 5.50%; 1.00% Floor		02/10/2026		14,025		13,901			13,534
MRI Software LLC(3)	Real Estate Management & Development				L + 5.50%; 1.00% Floor		02/10/2026		565		(7	)		(20	)
MRI Software LLC(3)	Real Estate Management & Development				L + 5.50%; 1.00% Floor		02/10/2026		990		(9	)		(35	)
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software		8.75	%	L + 7.75%; 1.00% Floor		03/22/2024		7,876		7,787			7,620
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software		8.75	%	L + 7.75%; 1.00% Floor		03/22/2024		5,940		5,842			5,747
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software		8.75	%	L + 7.75%; 1.00% Floor		03/22/2024		880		867			851
Netvoyage Corporation (dba NetDocuments)(1) (2) (3)	Software				L + 7.75%; 1.00% Floor		03/24/2022		610		(4	)		(20	)
Picture Head Midco LLC(1) (2)	Entertainment		8.25	%	L + 7.25% (incl. 0.50% PIK); 1.00% Floor		08/31/2023		27,467		27,004			24,995
PlanSource Holdings, Inc.(1) (2)	Health Care Technology		7.25	%	L + 6.25%; 1.00% Floor		04/22/2025		33,940		33,396			32,752
PlanSource Holdings, Inc.(1) (2) (3)	Health Care Technology				L + 6.25%; 1.00% Floor		04/22/2025		4,681		(72	)		(164	)
Power Stop, LLC(2)	Auto Components		4.65	%	L + 4.50%		10/19/2025		10,709		10,689			10,174
Premier Imaging, LLC (dba Lucid Health)(1) (2)	Health Care Providers & Services		6.75	%	L + 5.75%; 1.00% Floor		01/02/2025		17,127		16,906			16,356
Project Eagle Holdings, LLC(2)	Aerospace & Defense		9.25	%	L + 8.25%; 1.00% Floor		07/06/2026		452		441			441
Project Eagle Holdings, LLC(2) (3)	Aerospace & Defense				L + 8.25%; 1.00% Floor		07/06/2026		38		(1	)		(1	)
PT Intermediate Holdings III, LLC (dba Parts Town)(2)	Trading Companies & Distributors		6.50	%	L + 5.50%; 1.00% Floor		10/15/2025		17,190		17,115			15,901
Purfoods, LLC(2)	Health Care Providers & Services		7.25	%	L + 6.25%; 1.00% Floor		08/12/2026		300		293			293
Purfoods, LLC(2) (3)	Health Care Providers & Services				L + 6.25%; 1.00% Floor		08/12/2026		200		(2	)		(3	)
Riverpoint Medical, LLC(1) (2)	Health Care Equipment & Supplies		5.50	%	L + 4.50%; 1.00% Floor		06/21/2025		13,305		13,250			12,806
Riverpoint Medical, LLC(1) (2) (3)	Health Care Equipment & Supplies				L + 4.50%; 1.00% Floor		06/21/2025		2,450		(10	)		(92	)
Selectquote, Inc.(2)	Insurance		7.00	%	L + 6.00%; 1.00% Floor		11/05/2024		12,082		11,878			12,082
SF Home Décor, LLC (dba SureFit Home Décor)(1) (2)	Household Products		10.75	%	L + 9.75%; 1.00% Floor		07/13/2022		23,517		23,142			21,224
Shopatron, LLC (dba Kibo)(1) (2)	Internet & Direct Marketing Retail		9.00	%	L + 8.00%; 1.00% Floor		12/18/2020		8,879		8,845			8,813
Shopatron, LLC (dba Kibo)(1) (2) (5)	Internet & Direct Marketing Retail		9.00	%	L + 8.00%; 1.00% Floor		12/18/2020		2,737		2,743			2,729
SPay, Inc. (dba Stack Sports)(1) (2)	Interactive Media & Services		8.75	%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		06/17/2024		15,146		14,950			13,329
SPay, Inc. (dba Stack Sports)(1) (2)	Interactive Media & Services		8.84	%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		06/17/2024		1,101		1,087			969
SPay, Inc. (dba Stack Sports)(1) (2)	Interactive Media & Services		8.97	%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		06/17/2024		550		546			484
Syntellis Performance Solutions, LLC(1) (2)	Health Care Technology		9.00	%	L + 8.00%; 1.00% Floor		08/02/2027		419		407			407

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate (+)			Reference Rate and Spread (+)	Maturity		Par Amount/ Shares (++)		Cost			Fair Value
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (2)	Health Care Providers & Services		6.25	%	L + 5.25%; 1.00% Floor		08/15/2025	$	15,814	$	15,615		$	15,261
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (2) (3)	Health Care Providers & Services				L + 5.25%; 1.00% Floor		08/15/2025		2,707		(33	)		(95	)
Viant Medical Holdings, Inc.(2)	Health Care Equipment & Supplies		7.25	%	L + 6.25%; 1.00% Floor		07/02/2025		18,973		18,693			18,025
Villa Bidco Inc (dba Authority Brands)(1) (2)	Diversified Consumer Services		6.75	%	L + 5.75%; 1.00% Floor		03/21/2025		16,092		15,764			15,770
Villa Bidco Inc (dba Authority Brands)(1) (2) (3)	Diversified Consumer Services		8.00	%	P + 4.75%; 2.00% Floor		03/21/2025		1,297		153			153
VRC Companies, LLC (dba Vital Records Control)(1)	Commercial Services & Supplies		7.50	%	L + 6.50%; 1.00% Floor		03/31/2023		9,926		9,867			9,851
VRC Companies, LLC (dba Vital Records Control)(1) (3)	Commercial Services & Supplies				L + 6.50%; 1.00% Floor		03/31/2022		249		(1	)		(2	)
WebPT, Inc.(1) (2)	Health Care Technology		7.75	%	L + 6.75%; 1.00% Floor		08/28/2024		14,933		14,690			14,336
WebPT, Inc.(1) (2) (3)	Health Care Technology		7.75	%	L + 6.75%; 1.00% Floor		08/28/2024		1,556		753			716
WebPT, Inc.(1) (2) (3)	Health Care Technology				L + 6.75%; 1.00% Floor		08/28/2024		1,867		(15	)		(75	)
Wine.com, LLC(1) (2)	Beverages		8.00	%	L + 7.00%; 1.00% Floor		11/14/2024		9,000		8,866			8,977
Wolfpack IP Co. (dba Lone Wolf Technologies)(1) (2) (4)	Real Estate Management & Development		7.00	%	L + 6.00%; 1.00% Floor		06/13/2025		47,220		46,445			46,748
Wolfpack IP Co. (dba Lone Wolf Technologies)(1) (2) (3) (4)	Real Estate Management & Development				L + 6.00%; 1.00% Floor		06/13/2025		4,722		(74	)		(47	)
WorkForce Software, LLC(1) (2)	Software		7.50	%	L + 6.50%; 1.00% Floor		07/31/2025		12,796		12,582			12,477
WorkForce Software, LLC(1) (2) (3)	Software				L + 6.50%; 1.00% Floor		07/31/2025		1,123		(18	)		(28	)
Wrike, Inc.(1) (2)	Professional Services		7.75	%	L + 6.75%; 1.00% Floor		12/31/2024		32,260		31,744			32,260
Wrike, Inc.(1) (2) (3)	Professional Services				L + 6.75%; 1.00% Floor		12/31/2024		2,300		(33	)		—
Xactly Corporation(1) (2)	IT Services		8.25	%	L + 7.25%; 1.00% Floor		07/29/2022		34,852		34,533			34,242
Xactly Corporation(1) (2) (3)	IT Services				L + 7.25%; 1.00% Floor		07/29/2022		2,177		(16	)		(38	)
Yasso, Inc.(1) (2)	Food Products		8.75	%	L + 7.75%; 1.00% Floor		03/23/2022		7,348		7,297			7,348

Total 1st Lien/Senior Secured Debt											1,320,702			1,290,854

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate (+)			Reference Rate and Spread (+)	Maturity		Par Amount/ Shares (++)		Cost		Fair Value
1st Lien/Last-Out Unitranche ⁽⁶⁾ - 9.78%
Doxim, Inc.(1) (2)	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		02/28/2024	$	27,300	$	26,741	$	26,618
Doxim, Inc.(1) (2)	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		02/28/2024		22,376		21,930		21,816
RugsUSA, LLC(1) (2)	Household Products		7.00	%	L + 6.00%; 1.00% Floor		04/30/2023		8,314		8,267		8,272
Smarsh, Inc.(1) (2)	Interactive Media & Services		8.88	%	L + 7.88%; 1.00% Floor		03/31/2021		43,750		43,607		43,313

Total 1st Lien/Last-Out Unitranche											100,545		100,019
2nd Lien/Senior Secured Debt - 26.17%
American Dental Partners, Inc.(1) (2)	Health Care Providers & Services		9.50	%	L + 8.50%; 1.00% Floor		09/25/2023	$	5,333	$	5,261	$	4,906
Chase Industries, Inc. (dba Senneca Holdings)(1) (2) (7)	Building Products				11.00% PIK		05/11/2026		12,150		11,847		—
Chase Industries, Inc. (dba Senneca Holdings)(1) (2)	Building Products		10.00	% PIK	10.00% PIK		11/11/2025		12,150		10,750		9,933
ERC Finance, LLC (dba Eating Recovery Center)(1) (2)	Health Care Providers & Services		9.22	%	L + 8.22%; 1.00% Floor		09/22/2025		25,400		24,994		24,511
Genesis Acquisition Co. (dba ProCare Software)(1) (2)	Diversified Financial Services		7.80	%	L + 7.50%		07/31/2025		10,000		9,811		9,050
Genesis Acquisition Co. (dba ProCare Software)(1) (2)	Diversified Financial Services		7.80	%	L + 7.50%		07/31/2025		2,500		2,448		2,263
Hygiena Borrower LLC(1)	Life Sciences Tools & Services		8.75	%	L + 7.75%; 1.00% Floor		08/26/2023		2,650		2,617		2,557
Hygiena Borrower LLC(1)	Life Sciences Tools & Services		8.75	%	L + 7.75%; 1.00% Floor		08/26/2023		139		137		134
ICP Industrial, Inc.(1) (2)	Chemicals		9.25	%	L + 8.25%; 1.00% Floor		05/03/2024		28,900		28,447		27,888
Intelligent Medical Objects, Inc.(1) (2)	Health Care Technology		9.50	%	L + 8.50%; 1.00% Floor		12/22/2024		21,900		21,514		21,298
Market Track, LLC(1) (2)	Media		8.75	%	L + 7.75%; 1.00% Floor		06/05/2025		20,000		19,595		19,100
National Spine and Pain Centers, LLC(1) (2)	Health Care Providers & Services		9.25	%	L + 8.25%; 1.00% Floor		12/02/2024		17,400		17,063		16,660
Odyssey Logistics & Technology Corporation(2)	Road & Rail		9.00	%	L + 8.00%; 1.00% Floor		10/12/2025		26,626		26,191		22,100
SMB Shipping Logistics, LLC (dba Worldwide Express)(1) (2)	Air Freight & Logistics		9.00	%	L + 8.00%; 1.00% Floor		02/03/2025		25,000		24,704		23,437
Spectrum Plastics Group, Inc.(2)	Containers & Packaging		8.00	%	L + 7.00%; 1.00% Floor		01/31/2026		6,278		6,255		5,160
USRP Holdings, Inc. (dba U.S. Retirement Partners)(1) (2)	Insurance		9.75	%	L + 8.75%; 1.00% Floor		09/29/2025		9,700		9,609		9,166
USRP Holdings, Inc. (dba U.S. Retirement Partners)(1) (2)	Insurance		9.75	%	L + 8.75%; 1.00% Floor		09/29/2025		1,584		1,570		1,497
Xcellence, Inc. (dba Xact Data Discovery)(1) (2)	IT Services		9.75	%	L + 8.75%; 1.00% Floor		06/22/2024		26,100		25,641		24,860
YI, LLC (dba Young Innovations)(1) (2)	Health Care Equipment & Supplies		8.75	%	L + 7.75%; 1.00% Floor		11/07/2025		21,608		21,140		19,448
Zep Inc.(2)	Chemicals		9.25	%	L + 8.25%; 1.00% Floor		08/11/2025		30,500		29,963		23,828

Total 2nd Lien/Senior Secured Debt											299,557		267,796

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)


Investment *	Industry	Interest Rate	Par Amount/ Shares (++)		Cost		Fair Value
Preferred Stock - 1.52%
Accuity Delivery Systems, LLC^ (1) (2) (8) (9)	Health Care Providers & Services			136,589	$	4,500	$	8,878
Exostar LLC - Class A(2) (9) (8)	Aerospace & Defense			10		10		10
Foundation Software(2) (9) (8)	Construction & Engineering			11		11		11
Wine.com, LLC(1) (2) (8) (9)	Beverages			314,154		2,700		6,657

Total Preferred Stock						7,221		15,556
Common Stock - 1.40%
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B^^^ (1) (2) (9)	Health Care Providers & Services			11,719	$	1,580	$	1,868
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units^^^ (1) (2) (4) (8) (9)	Health Care Providers & Services			11,060		220		374
Country Fresh Holding Company Inc.(1) (2) (8) (9)	Food Products			843		1,053		52
Elah Holdings, Inc.^ (1) (2) (8) (9)	Capital Markets			65,436		3,163		3,162
Exostar LLC - Class B(2) (9) (8)	Aerospace & Defense			15,704		—		—
Foundation Software - Class B(2) (9) (8)	Construction & Engineering			5,913		—		—
National Spine and Pain Centers, LLC(1) (2) (8) (9)	Health Care Providers & Services			500		500		298
Wrike, Inc.(1) (2) (8) (9)	Professional Services			4,949,520		3,075		8,018
Yasso, Inc.(1) (2) (8) (9)	Food Products			790		790		545

Total Common Stock						10,381		14,317
Warrants - 0.00%
KDOR Holdings Inc. (dba Senneca Holdings)(1) (2) (9)	Building Products			1,000	$	1,036	$	—
KDOR Holdings Inc. (dba Senneca Holdings)(1) (2) (9)	Building Products			—		108		—
KDOR Holdings Inc. (dba Senneca Holdings)(1) (2) (9)	Building Products			—		22		—

Total Warrants						1,166		—
Investments in Affiliated Money Market Fund - 15.72%
Goldman Sachs Financial Square Government Fund - Institutional Shares^^^ ⁽¹⁰⁾				160,797,948	$	160,798	$	160,798

Total Investments in Affiliated Money Market Fund						160,798		160,798

TOTAL INVESTMENTS - 180.76%					$	1,900,370	$	1,849,340

LIABILITIES IN EXCESS OF OTHER ASSETS - (80.76%)							$	(826,240	)

NET ASSETS - 100.00%							$	1,023,100

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of September 30, 2020

(in thousands, except share and per share amounts)

(Unaudited)

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

^#	Percentages are based on net assets.

⁽⁺⁾

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of September 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.36%, 0.26%, 0.23%, 0.19%, 0.15% and 0.10%, respectively. As of September 30, 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 September 30, 2020.

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

^{^}

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

^{^^^}

The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”.

⁽¹⁾	The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

⁽²⁾	Represent co-investments made with certain funds managed by the Investment Adviser in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

⁽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 8 “Commitments and Contingencies”.

⁽⁴⁾

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2020 the aggregate fair value of these securities is $76,314 or 4.06% of the Company’s total assets.

⁽⁵⁾	The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies”.

⁽⁶⁾

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

⁽⁷⁾	The investment is on non-accrual status as of September 30, 2020.

⁽⁸⁾	Non-income producing security.

⁽⁹⁾

Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2020, the aggregate fair value of these securities is $29,873 or 2.92% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Investment	Acquisition Date
Accuity Delivery Systems, LLC - Preferred Stock		06/13/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B - Common Stock		03/30/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units - Common Stock		03/30/2018
Country Fresh Holding Company Inc. - Common Stock		04/29/2019
Elah Holdings, Inc. - Common Stock		05/09/2018
Exostar LLC - Class A - Common Stock		07/06/2020
Exostar LLC - Class B - Common Stock		07/06/2020
Foundation Software - Common Stock		08/31/2020
Foundation Software - Class B - Common Stock		08/31/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		06/22/2020
National Spine and Pain Centers, LLC - Common Stock		06/02/2017
Wine.com, LLC - Preferred Stock		11/14/2018
Wrike, Inc. - Common Stock		12/31/2018
Yasso, Inc. - Common Stock		03/23/2017

⁽¹⁰⁾	The annualized seven-day yield as of September 30, 2020 is 0.00%.

PIK	– Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts

Counterparty

Currency Purchased

Currency Sold

Settlement

Unrealized Appreciation
(Depreciation)

Bank of America, N.A.

USD 729

EUR 650

10/05/2020

(34

)

Bank of America, N.A.

USD 716

EUR 635

01/05/2021

(31

)

Bank of America, N.A.

USD 702

EUR 620

04/06/2021

(28

)

Bank of America, N.A.

USD 701

EUR 617

07/06/2021

(27

)

Bank of America, N.A.

USD 400

EUR 350

10/05/2021

(14

)

(134

)

Currency Abbreviations:

EUR - Euro

USD - U.S. Dollar

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019

(in thousands, except share and per share amounts)


Investment*	Industry	Interest Rate⁽⁺⁾			Reference Rate and Spread⁽⁺⁾	Maturity		Par Amount/ Shares⁽⁺⁺⁾		Cost			Fair Value
1st Lien/Senior Secured Debt - 134.05%^#
3SI Security Systems, Inc.⁽¹⁾	Commercial Services & Supplies		7.65	%	L + 5.75%; 1.00% Floor		06/16/2023	$	2,249	$	2,227		$	2,227
Accuity Delivery Systems, LLC^{^ (1) (2)}	Health Care Providers & Services		8.75	%	L + 7.00%; 1.00% Floor		06/13/2023		14,480		14,159			14,371
Acquia, Inc.⁽²⁾	Software		8.91	%	L + 7.00%; 1.00% Floor		10/31/2025		18,197		17,841			17,833
Acquia, Inc.^{(2) (3)}	Software				L + 7.00%; 1.00% Floor		10/31/2025		1,946		(38	)		(39	)
Apptio, Inc.^{(1) (2)}	IT Services		8.96	%	L + 7.25%; 1.00% Floor		01/10/2025		46,452		45,634			45,639
Apptio, Inc.^{(1) (2) (3)}	IT Services				L + 7.25%; 1.00% Floor		01/10/2025		3,160		(53	)		(55	)
Associations, Inc.^{(1) (2)}	Real Estate Management & Development		9.09	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		19,300		19,110			19,107
Associations, Inc.^{(1) (2) (3)}	Real Estate Management & Development		9.09	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		4,247		2,907			2,905
Associations, Inc.^{(1) (2) (3)}	Real Estate Management & Development				L + 4.00%; 1.00% Floor		07/30/2024		836		(8	)		(8	)
BJH Holdings III Corp. (dba Jack’s Family Restaurants)^{(1) (2)}	Hotels, Restaurants & Leisure		7.55	%	L + 5.75%; 1.00% Floor		08/19/2025		9,097		9,010			9,006
Brillio, LLC^{(1) (2)}	IT Services		6.55	%	L + 4.75%; 1.00% Floor		02/06/2025		6,567		6,509			6,501
Brillio, LLC^{(1) (2) (3)}	IT Services				L + 4.75%; 1.00% Floor		02/06/2025		2,200		—			(22	)
Bullhorn, Inc.^{(1) (2)}	Professional Services		7.44	%	L + 5.50%; 1.00% Floor		10/01/2025		16,109		15,876			15,868
Bullhorn, Inc.^{(1) (2) (3)}	Professional Services		7.46	%	L + 5.50%; 1.00% Floor		10/01/2025		1,331		247			246
Bullhorn, Inc.^{(1) (2) (3)}	Professional Services				L + 5.50%; 1.00% Floor		10/01/2025		799		(11	)		(12	)
Businessolver.com, Inc.^{(1) (2)}	Health Care Technology		9.41	%	L + 7.50%; 1.00% Floor		05/15/2023		30,076		29,640			29,550
Businessolver.com, Inc.^{(1) (2)}	Health Care Technology		9.41	%	L + 7.50%; 1.00% Floor		05/15/2023		4,511		4,441			4,432
Businessolver.com, Inc.^{(1) (2) (3)}	Health Care Technology		9.98	%	L + 7.50%; 1.00% Floor		05/15/2023		3,760		1,452			1,438
CFS Management, LLC (dba Center for Sight Management)^{(1) (2)}	Health Care Providers & Services		7.95	%	L + 5.75%; 1.00% Floor		07/01/2024		6,992		6,927			6,923
CFS Management, LLC (dba Center for Sight Management)^{(1) (2) (3)}	Health Care Providers & Services				L + 5.75%; 1.00% Floor		07/01/2024		2,067		(19	)		(21	)
Chronicle Bidco Inc. (dba Lexitas)⁽²⁾	Professional Services		7.66	%	L + 5.75%; 1.00% Floor		11/14/2025		10,300		10,098			10,094
Chronicle Bidco Inc. (dba Lexitas)^(2) (3)	Professional Services				L + 5.75%; 1.00% Floor		11/14/2025		1,300		(25	)		(26	)
Chronicle Bidco Inc. (dba Lexitas)^(2) (3)	Professional Services				L + 5.75%; 1.00% Floor		11/14/2025		4,330		(42	)		(43	)
Clarkson Eyecare, LLC (dba EyeCare Partners)⁽²⁾	Health Care Providers & Services		8.05	%	L + 6.25%; 1.00% Floor		04/02/2021		10,953		10,776			10,733
Clarkson Eyecare, LLC (dba EyeCare Partners)⁽²⁾	Health Care Providers & Services		8.05	%	L + 6.25%; 1.00% Floor		04/02/2021		7,241		7,123			7,097
Collaborative Imaging, LLC (dba Texas Radiology Associates)^{^^^ (1) (2)}	Health Care Providers & Services		8.30	%	L + 6.50%; 1.00% Floor		03/28/2025		12,700		12,547			12,478
Collaborative Imaging, LLC (dba Texas Radiology Associates)^{^^^ (1) (2)}	Health Care Providers & Services		8.30	%	L + 6.50%		03/28/2025		9,673		9,533			9,504
ConnectWise, LLC⁽²⁾	IT Services		7.94	%	L + 6.00%; 1.00% Floor		02/28/2025		19,957		19,564			19,707
ConnectWise, LLC^{(2) (3)}	IT Services				L + 6.00%; 1.00% Floor		02/28/2025		1,524		(30	)		(19	)
Convene 237 Park Avenue, LLC (dba Convene)^(1) (2)	Real Estate Management & Development		9.54	%	L + 7.50%; 1.50% Floor		08/30/2024		31,000		30,414			30,380
Convene 237 Park Avenue, LLC (dba Convene)^{(1) (2) (3)}	Real Estate Management & Development				L + 7.50%; 1.50% Floor		08/30/2024		9,120		(85	)		(182	)
CorePower Yoga LLC⁽²⁾	Diversified Consumer Services		6.44	%	L + 4.50%		05/14/2025		12,389		12,219			12,203
CorePower Yoga LLC^{(2) (3)}	Diversified Consumer Services				L + 4.75%		05/14/2025		1,010		(14	)		(15	)
CorePower Yoga LLC^{(2) (3)}	Diversified Consumer Services				L + 4.50%		05/14/2025		2,692		(36	)		(40	)
CST Buyer Company (dba Intoxalock)⁽²⁾	Diversified Consumer Services		7.55	%	L + 5.75%; 1.00% Floor		10/03/2025		18,215		17,989			18,215
CST Buyer Company (dba Intoxalock)⁽²⁾⁽³⁾	Diversified Consumer Services				L + 5.75%; 1.00% Floor		10/03/2025		1,294		(16	)		—
DDS USA Holding, Inc.^{(1) (2)}	Health Care Equipment & Supplies		7.22	%	L + 5.25%; 1.00% Floor		06/30/2022		5,405		5,386			5,378
DDS USA Holding, Inc.^{(1) (2)}	Health Care Equipment & Supplies		7.22	%	L + 5.25%; 1.00% Floor		06/30/2022		5,112		5,093			5,086
DDS USA Holding, Inc.^{(1) (2) (3)}	Health Care Equipment & Supplies		9.00	%	P + 4.25%; 1.00% Floor		06/30/2022		1,533		148			146
Diligent Corporation^{(1) (2)}	Professional Services		7.42	%	L + 5.50%; 1.00% Floor		04/14/2022	€	22,822		26,188			25,344
Diligent Corporation^{(1) (2)}	Professional Services		7.58	%	L + 5.50%; 1.00% Floor		04/14/2022		5,460		5,413			5,406
Diligent Corporation^{(1) (2)}	Professional Services		7.42	%	L + 5.50%; 1.00% Floor		04/14/2022		2,103		2,084			2,082
Diligent Corporation^{(1) (2) (3)}	Professional Services		7.48	%	L + 5.50%; 1.00% Floor		04/14/2022		1,800		1,555			1,566

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019 (continued)

(in thousands, except share and per share amounts)


Investment *	Industry	Interest Rate⁽⁺⁾			Reference Rate and Spread⁽⁺⁾	Maturity		Par Amount/ Shares⁽⁺⁺⁾		Cost			Fair Value
Diligent Corporation^{(1) (2)}	Professional Services		7.56	%	L + 5.50%; 1.00% Floor		04/14/2022	$	727	$	719		$	719
Diligent Corporation^{(1) (2)}	Professional Services		7.42	%	L + 5.50%; 1.00% Floor		04/14/2022		352		348			348
Diligent Corporation^{(1) (2) (3)}	Professional Services				L + 5.50%; 1.00% Floor		04/14/2022		6,083		(53	)		(61	)
DiscoverOrg, LLC⁽²⁾	Software		6.30	%	L + 4.50%		02/02/2026		23,522		23,311			23,581
DocuTAP, Inc.^{(1) (2)}	Health Care Technology		7.30	%	L + 5.50%; 1.00% Floor		05/12/2025		35,066		34,265			35,066
E2open, LLC^{(1) (2)}	Software		7.66	%	L + 5.75%; 1.00% Floor		11/26/2024		24,239		24,015			23,997
Elemica Parent, Inc.^{(1) (2)}	Chemicals		7.40	%	L + 5.50%		09/18/2025		4,257		4,155			4,151
Elemica Parent, Inc.^{(1) (2) (3)}	Chemicals		7.40	%	L + 5.50%		09/18/2025		550		171			170
Elemica Parent, Inc.^{(1) (2) (3)}	Chemicals				L + 5.50%		09/18/2025		830		(10	)		(21	)
Empirix, Inc.^{(1) (2)}	Diversified Telecommunication Services		8.20	%	L + 6.25%; 1.00% Floor		09/25/2024		31,492		31,036			28,343
Empirix, Inc.^{(1) (2) (3)}	Diversified Telecommunication Services				L + 6.25%; 1.00% Floor		09/25/2023		1,800		(24	)		(180	)
Eptam Plastics, Ltd.⁽²⁾	Health Care Equipment & Supplies		7.30	%	L + 5.50%; 1.00% Floor		12/06/2025		6,363		6,268			6,267
Eptam Plastics, Ltd.^{(2) (3)}	Health Care Equipment & Supplies		7.30	%	L + 5.50%; 1.00% Floor		12/06/2025		1,354		318			318
Eptam Plastics, Ltd.^{(2) (3)}	Health Care Equipment & Supplies				L + 5.50%; 1.00% Floor		12/06/2025		2,708		(20	)		(20	)
Fenergo Finance 3 Limited^{(1) (2) (4)}	Diversified Financial Services		8.31	%	L + 6.25%; 1.00% Floor		09/05/2024	€	25,300		28,983			28,166
Fenergo Finance 3 Limited^{(1) (2) (3) (4)}	Diversified Financial Services				L + 6.25%; 1.00% Floor		09/05/2024		1,683		(23	)		(13	)
Fenergo Finance 3 Limited^{(1) (2) (3) (4)}	Diversified Financial Services				L + 6.25%; 1.00% Floor		09/05/2024	€	2,200		(35	)		(19	)
FWR Holding Corporation (dba First Watch Restaurants) ⁽¹⁾	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		4,043		4,009			4,002
FWR Holding Corporation (dba First Watch Restaurants) ⁽¹⁾	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		3,024		2,999			2,994
FWR Holding Corporation (dba First Watch Restaurants) ^{(1) (3)}	Hotels, Restaurants & Leisure				L + 5.50%; 1.00% Floor		08/21/2023		3,040		(25	)		(30	)
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		11,408		11,219			11,294
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		2,279		2,243			2,256
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		1,441		1,418			1,427
FWR Holding Corporation (dba First Watch Restaurants)^{(1) (3)}	Hotels, Restaurants & Leisure		7.29	%	L + 5.50%; 1.00% Floor		08/21/2023		1,506		1,256			1,265
Gastro Health Holdco, LLC^{(1) (2)}	Health Care Providers & Services		7.45	%	L + 5.50%; 1.00% Floor		09/04/2024		17,963		17,668			17,693
Gastro Health Holdco, LLC^{(1) (2)}	Health Care Providers & Services		7.43	%	L + 5.50%; 1.00% Floor		09/04/2024		7,171		7,050			7,063
Gastro Health Holdco, LLC^{(1) (2) (3)}	Health Care Providers & Services		7.40	%	L + 5.50%; 1.00% Floor		09/04/2024		6,933		5,769			5,757
Gastro Health Holdco, LLC^{(1) (2) (3)}	Health Care Providers & Services				L + 5.50%; 1.00% Floor		09/04/2023		2,900		(43	)		(44	)
Gastro Health Holdco, LLC^{(1) (2) (3)}	Health Care Providers & Services				L + 5.50%; 1.00% Floor		09/04/2024		7,200		(59	)		(108	)
GlobalTranz Enterprises, Inc.⁽²⁾	Road & Rail		6.79	%	L + 5.00%		05/15/2026		11,444		11,230			10,414
GlobalTranz Enterprises, Inc.^{(2) (3)}	Road & Rail				L + 5.00%		05/15/2026		2,968		—			(267	)
Granicus, Inc.⁽²⁾	Software		6.69	%	L + 4.75%; 1.00% Floor		09/07/2022		14,565		14,446			14,419
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)^{(1) (2)}	Hotels, Restaurants & Leisure		8.71	%	L + 6.75%; 1.00% Floor		07/09/2025		34,501		33,854			33,811
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)^{(1) (2) (3)}	Hotels, Restaurants & Leisure		8.54	%	L + 6.75%; 1.00% Floor		07/09/2025		2,805		369			365
Hygiena Borrower LLC	Life Sciences Tools & Services		5.94	%	L + 4.00%; 1.00% Floor		08/26/2022		5,314		5,261			5,208
Hygiena Borrower LLC⁽³⁾	Life Sciences Tools & Services				L + 4.00%; 1.00% Floor		08/26/2022		550		(5	)		(11	)
Hygiena Borrower LLC⁽³⁾	Life Sciences Tools & Services				L + 4.00%; 1.00% Floor		08/26/2022		814		(4	)		(16	)
iCIMS, Inc.^{(1) (2)}	Software		8.29	%	L + 6.50%; 1.00% Floor		09/12/2024		42,594		41,893			41,849
iCIMS, Inc.^{(1) (2)}	Software		8.29	%	L + 6.50%; 1.00% Floor		09/12/2024		7,844		7,701			7,707

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019 (continued)

(in thousands, except share and per share amounts)


Investment *	Industry	Interest Rate⁽⁺⁾			Reference Rate and Spread⁽⁺⁾	Maturity		Par Amount/ Shares⁽⁺⁺⁾		Cost			Fair Value
iCIMS, Inc.^{(1) (2) (3)}	Software				L + 6.50%; 1.00% Floor		09/12/2024	$	2,662	$	(42	)	$	(47	)
Integral Ad Science, Inc.^{(1) (2)}	Interactive Media & Services		9.05	%	L + 7.25% (incl. 1.25% PIK); 1.00% Floor		07/19/2024		36,554		35,970			36,005
Integral Ad Science, Inc.^{(1) (2) (3)}	Interactive Media & Services				L + 6.00%; 1.00% Floor		07/19/2023		2,586		(37	)		(39	)
Internet Truckstop Group, LLC (dba Truckstop)^(1) (2)	Transportation Infrastructure		6.95	%	L + 5.00%; 1.00% Floor		04/02/2025		32,377		31,651			31,892
Internet Truckstop Group, LLC (dba Truckstop)^{(1) (2) (3)}	Transportation Infrastructure				L + 5.00%; 1.00% Floor		04/02/2025		2,600		(57	)		(39	)
Lithium Technologies, Inc.^{(1) (2)}	Interactive Media & Services		10.04	%	L + 8.00%; 1.00% Floor		10/03/2022		50,047		49,285			49,296
Lithium Technologies, Inc.^{(1) (2) (3)}	Interactive Media & Services				L + 8.00%; 1.00% Floor		10/03/2022		3,448		(48	)		(52	)
Mailgun Technologies, Inc.^{(1) (2)}	Interactive Media & Services		6.95	%	L + 5.00%; 1.00% Floor		03/26/2025		23,170		22,749			22,765
Mailgun Technologies, Inc.^{(1) (2) (3)}	Interactive Media & Services				L + 5.00%; 1.00% Floor		03/26/2025		1,448		—			(25	)
Midwest Transport, Inc.^{(1) (2)}	Road & Rail		9.06	%	L + 7.00%; 1.00% Floor		10/02/2023		16,969		16,835			16,799
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)^{(1) (2)}	Health Care Technology		7.43	%	L + 5.50%; 1.00% Floor		11/15/2024		29,732		29,211			29,212
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)^{(1) (2) (3)}	Health Care Technology		7.44	%	L + 5.50%; 1.00% Floor		11/15/2024		4,525		1,193			1,188
Netvoyage Corporation (dba NetDocuments)^(1) (2)	Software		9.55	%	L + 7.75%; 1.00% Floor		03/22/2024		5,985		5,869			5,910
Netvoyage Corporation (dba NetDocuments)^(1) (2)	Software		9.55	%	L + 7.75%; 1.00% Floor		03/22/2024		7,937		7,831			7,838
Netvoyage Corporation (dba NetDocuments)^{(1) (2) (3)}	Software				L + 7.75%; 1.00% Floor		03/24/2022		610		(5	)		(8	)
Pathway Vet Alliance LLC^{(1) (2)}	Health Care Providers & Services		6.30	%	L + 4.50%		12/20/2024		6,956		6,896			6,886
Pathway Vet Alliance LLC^{(1) (2)}	Health Care Providers & Services		6.30	%	L + 4.50%		12/20/2024		2,459		2,436			2,434
Picture Head Midco LLC^{(1) (2)}	Entertainment		8.55	%	L + 6.75%; 1.00% Floor		08/31/2023		27,467		27,014			27,055
PlanSource Holdings, Inc.^{(1) (2)}	Health Care Technology		8.15	%	L + 6.25%; 1.00% Floor		04/22/2025		33,940		33,324			33,261
PlanSource Holdings, Inc.^{(1) (2) (3)}	Health Care Technology				L + 6.25%; 1.00% Floor		04/22/2025		4,681		(83	)		(94	)
Power Stop, LLC⁽²⁾	Auto Components		6.44	%	L + 4.50%		10/19/2025		10,791		10,768			10,683
Premier Imaging, LLC (dba Lucid Health)⁽²⁾	Health Care Providers & Services		7.49	%	L + 5.75%; 1.00% Floor		01/02/2025		17,257		17,001			16,998
PT Intermediate Holdings III, LLC (dba Parts Town)⁽²⁾	Trading Companies & Distributors		7.44	%	L + 5.50%; 1.00% Floor		10/15/2025		17,320		17,235			17,233
Riverpoint Medical, LLC^{(1) (2)}	Health Care Equipment & Supplies		6.97	%	L + 5.00%; 1.00% Floor		06/21/2025		13,406		13,343			13,272
Riverpoint Medical, LLC^{(1) (2) (3)}	Health Care Equipment & Supplies				L + 5.00%; 1.00% Floor		06/21/2025		2,450		(11	)		(25	)
Selectquote, Inc.⁽²⁾	Insurance		7.70	%	L + 6.00%; 1.00% Floor		11/05/2024		15,800		15,492			15,484
SF Home Décor, LLC (dba SureFit Home Décor)^{(1) (2)}	Household Products		11.70	%	L + 9.75%; 1.00% Floor		07/13/2022		23,963		23,436			23,064
Shopatron, LLC (dba Kibo)^{(1) (2)}	Internet & Direct Marketing Retail		9.95	%	L + 8.00%; 1.00% Floor		12/18/2020		8,947		8,795			8,812
Shopatron, LLC (dba Kibo)^{(1) (2) (8)}	Internet & Direct Marketing Retail		9.95	%	L + 8.00%; 1.00% Floor		12/18/2020		2,757		2,729			2,716
SPay, Inc. (dba Stack Sports)^{(1) (2)}	Interactive Media & Services		7.55	%	L + 5.75%; 1.00% Floor		06/17/2024		14,745		14,515			14,266
SPay, Inc. (dba Stack Sports)^{(1) (2) (3)}	Interactive Media & Services		7.52	%	L + 5.75%; 1.00% Floor		06/17/2024		1,630		1,062			1,034
SPay, Inc. (dba Stack Sports)^{(1) (2)}	Interactive Media & Services		7.76	%	L + 5.75%; 1.00% Floor		06/17/2024		543		539			526
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)^{(1) (2)}	Health Care Providers & Services		7.31	%	L + 5.25%; 1.00% Floor		08/15/2025		19,578		19,300			19,236
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)^{(1) (2) (3)}	Health Care Providers & Services		7.31	%	L + 5.25%; 1.00% Floor		08/15/2025		2,707		97			88
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)^{(1) (2) (3)}	Health Care Providers & Services				L + 5.25%; 1.00% Floor		08/15/2025		6,768		(54	)		(118	)
Viant Medical Holdings, Inc.⁽²⁾	Health Care Equipment & Supplies		8.16	%	L + 6.25%; 1.00% Floor		07/02/2025		19,117		18,798			18,926
VRC Companies, LLC (dba Vital Records Control)⁽¹⁾	Commercial Services & Supplies		8.30	%	L + 6.50%; 1.00% Floor		03/31/2023		10,000		9,925			9,925
VRC Companies, LLC (dba Vital Records Control)^(1) (3)	Commercial Services & Supplies		8.60	%	L + 6.50%; 1.00% Floor		03/31/2022		249		136			136
WebPT, Inc.^{(1) (2)}	Health Care Technology		8.66	%	L + 6.75%; 1.00% Floor		08/28/2024		14,933		14,651			14,635
WebPT, Inc.^{(1) (2) (3)}	Health Care Technology				L + 6.75%; 1.00% Floor		08/28/2024		1,556		(29	)		(31	)
WebPT, Inc.^{(1) (2) (3)}	Health Care Technology				L + 6.75%; 1.00% Floor		08/28/2024		1,867		(17	)		(37	)

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019 (continued)

(in thousands, except share and per share amounts)


Investment *	Industry	Interest Rate⁽⁺⁾			Reference Rate and Spread⁽⁺⁾	Maturity		Par Amount/ Shares⁽⁺⁺⁾		Cost			Fair Value
Wine.com, LLC^{(1) (2)}	Beverages		8.93	%	L + 7.00%; 1.00% Floor		11/14/2024	$	9,000	$	8,847		$	8,820
Wolfpack IP Co. (dba Lone Wolf Technologies)^{(1) (2) (4)}	Real Estate Management & Development		8.29	%	L + 6.50%; 1.00% Floor		06/13/2025		47,220		46,344			46,275
Wolfpack IP Co. (dba Lone Wolf Technologies)^{(1) (2) (3) (4)}	Real Estate Management & Development				L + 6.50%; 1.00% Floor		06/13/2025		4,722		(86	)		(94	)
WorkForce Software, LLC^{(1) (2)}	Software		8.41	%	L + 6.50%; 1.00% Floor		07/31/2025		12,732		12,491			12,477
WorkForce Software, LLC^{(1) (2) (3)}	Software				L + 6.50%; 1.00% Floor		07/31/2025		1,123		(21	)		(23	)
Wrike, Inc.^{(1) (2)}	Professional Services		8.55	%	L + 6.75%; 1.00% Floor		12/31/2024		32,260		31,670			31,615
Wrike, Inc.^{(1) (2) (3)}	Professional Services				L + 6.75%; 1.00% Floor		12/31/2024		2,300		(38	)		(46	)
Xactly Corporation^{(1) (2)}	IT Services		9.05	%	L + 7.25%; 1.00% Floor		07/29/2022		34,852		34,415			34,416
Xactly Corporation^{(1) (2) (3)}	IT Services				L + 7.25%; 1.00% Floor		07/29/2022		2,177		(23	)		(27	)
Yasso, Inc.^{(1) (2)}	Food Products		9.55	%	L + 7.75%; 1.00% Floor		03/23/2022		7,411		7,336			7,170

Total 1st Lien/Senior Secured Debt											1,272,044			1,266,486
1st Lien/Last-Out Unitranche⁽⁵⁾ – 10.67%
Doxim, Inc.^{(1) (2)}	Diversified Financial Services		7.94	%	L + 6.00%; 1.00% Floor		02/28/2024		27,300		26,636			26,618
Doxim, Inc.^{(1) (2)}	Diversified Financial Services		7.90	%	L + 6.00%; 1.00% Floor		02/28/2024		22,376		21,846			21,816
RugsUSA, LLC^{(1) (2)}	Household Products		8.45	%	L + 6.50%; 1.00% Floor		04/30/2023		8,330		8,271			8,268
Smarsh, Inc.^{(1) (2)}	Interactive Media & Services		9.68	%	L + 7.88%; 1.00% Floor		03/31/2021		44,429		44,076			44,095

Total 1st Lien/Last-Out Unitranche											100,829			100,797
2nd Lien/Senior Secured Debt- 31.14%
American Dental Partners, Inc.^{(1) (2)}	Health Care Providers & Services		10.44	%	L + 8.50%; 1.00% Floor		09/25/2023		5,333		5,246			5,239
Chase Industries, Inc. (dba Senneca Holdings)^(1) (2)	Building Products		11.55	%	L + 9.50% (incl. 1.50% PIK); 1.00% Floor		05/11/2026		24,300		23,676			22,781
DiscoverOrg, LLC⁽²⁾	Software		10.19	%	L + 8.50%		02/01/2027		14,600		14,397			14,600
ERC Finance, LLC (dba Eating Recovery Center)^(1) (2)	Health Care Providers & Services		10.02	%	L + 8.22%; 1.00% Floor		09/22/2025		25,400		24,948			24,955
Genesis Acquisition Co. (dba ProCare Software)^(1) (2)	Diversified Financial Services		9.60	%	L + 7.50%		07/31/2025		10,000		9,788			9,750
Genesis Acquisition Co. (dba ProCare Software)^{(1) (2) (3)}	Diversified Financial Services				L + 7.50%		07/31/2025		2,500		(25	)		(63	)
Hygiena Borrower LLC⁽¹⁾	Life Sciences Tools & Services		9.69	%	L + 7.75%; 1.00% Floor		08/26/2023		2,650		2,610			2,604
Hygiena Borrower LLC^{(1) (3)}	Life Sciences Tools & Services		9.69	%	L + 7.75%; 1.00% Floor		08/26/2023		970		131			122
ICP Industrial, Inc.^{(1) (2)}	Chemicals		10.04	%	L + 8.25%; 1.00% Floor		05/03/2024		28,900		28,369			28,322
Intelligent Medical Objects, Inc.^(1) (2)	Health Care Technology		10.81	%	L + 8.50%; 1.00% Floor		12/22/2024		21,900		21,461			21,462
Market Track, LLC^{(1) (2)}	Media		9.68	%	L + 7.75%; 1.00% Floor		06/05/2025		20,000		19,545			19,250
National Spine and Pain Centers, LLC^(1) (2)	Health Care Providers & Services		10.05	%	L + 8.25%; 1.00% Floor		12/02/2024		17,400		17,015			16,748
Odyssey Logistics & Technology Corporation⁽²⁾	Road & Rail		9.80	%	L + 8.00%; 1.00% Floor		10/12/2025		26,626		26,141			25,694
SMB Shipping Logistics, LLC (dba Worldwide Express)^{(1) (2)}	Air Freight & Logistics		9.90	%	L + 8.00%; 1.00% Floor		02/03/2025		25,000		24,664			24,563
Spectrum Plastics Group, Inc.⁽²⁾	Containers & Packaging		8.80	%	L + 7.00%; 1.00% Floor		01/31/2026		6,278		6,252			4,949
USRP Holdings, Inc. (dba U.S. Retirement Partners)^{(1) (2)}	Insurance		10.68	%	L + 8.75%; 1.00% Floor		09/29/2025		9,700		9,599			9,603
USRP Holdings, Inc. (dba U.S. Retirement Partners)^{(1) (2) (3)}	Insurance		10.72	%	L + 8.75%; 1.00% Floor		09/29/2025		2,400		1,560			1,560
Xcellence, Inc. (dba Xact Data Discovery)^(1) (2)	IT Services		10.70	%	L + 8.75%; 1.00% Floor		06/22/2024		26,100		25,568			25,708
YI, LLC (dba Young Innovations)^(1) (2)	Health Care Equipment & Supplies		9.69	%	L + 7.75%; 1.00% Floor		11/07/2025		21,608		21,088			21,068
Zep Inc.⁽²⁾	Chemicals		10.19	%	L + 8.25%; 1.00% Floor		08/11/2025		30,500		29,900			15,250

Total 2nd Lien/Senior Secured Debt											311,933			294,165

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019 (continued)

(in thousands, except share and per share amounts)


Investment *	Industry	Interest Rate	Par Amount/ Shares⁽⁺⁺⁾		Cost		Fair Value
*Preferred Stock^ – 1.07%**
Accuity Delivery Systems, LLC^{^ (1) (2) (6) (7)}	Health Care Providers & Services		$	136,589	$	4,500	$	7,200
Wine.com, LLC^{(1) (2) (6) (7)}	Beverages			314,154		2,700		2,937

Total Preferred Stock						7,200		10,137
*Common Stock^ – 1.22%**
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Class B^{^^^ (1) (2) (7)}	Health Care Providers & Services			11,719		1,580		2,239
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Performance Units^{^^^ (1) (2) (4) (6) (7)}	Health Care Providers & Services			11,060		220		643
Country Fresh Holding Company Inc.^{(1) (2) (6) (7)}	Food Products			843		1,053		731
Elah Holdings, Inc.^{^ (1) (2) (6) (7)}	Capital Markets			65,436		3,163		3,163
National Spine and Pain Centers, LLC^{(1) (2) (6) (7)}	Health Care Providers & Services			500		500		100
Wrike, Inc.^{(1) (2) (6) (7)}	Professional Services			4,949,520		3,075		4,266
Yasso, Inc.^{(1) (2) (6) (7)}	Food Products			790		790		433

Total Common Stock						10,381		11,575
TOTAL INVESTMENTS – 178.15%					$	1,702,387	$	1,683,160

LIABILITIES IN EXCESS OF OTHER ASSETS – (78.15%)							$	(738,371	)

NET ASSETS – 100.00%							$	944,789

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

^#	Percentages are based on net assets.

⁽⁺⁾

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, 2019, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 2.00%, 1.91%, 1.91%, 1.83%, 1.76% and 1.63%. As of December 31, 2019, P was 4.75%. 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, 2019.

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

^{^}

^{^^^}

⁽¹⁾	The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

⁽²⁾	Represent co-investments made with certain funds managed by the Investment Adviser in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

⁽³⁾

⁽⁴⁾

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2019 the aggregate fair value of these securities is $74,958 or 4.39% of the Company’s total assets.

⁽⁵⁾

⁽⁶⁾	Non-income producing security.

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of December 31, 2019 (continued)

(in thousands, except share and per share amounts)

⁽⁷⁾

Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $21,712 or 2.30% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Investment	Acquisition Date
Accuity Delivery Systems, LLC – Preferred Stock		06/13/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Class B – Common Stock		03/30/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Performance Units – Common Stock		03/30/2018
Country Fresh Holding Company Inc. – Common Stock		04/29/2019
Elah Holdings, Inc. – Common Stock		05/09/2018
National Spine and Pain Centers, LLC – Common Stock		06/02/2017
Wine.com, LLC – Preferred Stock		11/14/2018
Wrike, Inc. – Common Stock		12/31/2018
Yasso, Inc. – Common Stock		03/23/2017

⁽⁸⁾	The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies”.

PIK – Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts

Counterparty

Currency
Purchased

Currency
Sold

Settlement

Unrealized Appreciation
(Depreciation)

Bank of America, N.A.

USD 221

EUR 200

01/06/2020

)

Bank of America, N.A.

USD 540

EUR 446

01/06/2020

Bank of America, N.A.

USD 337

EUR 303

04/06/2020

)

Bank of America, N.A.

USD 547

EUR 448

04/06/2020

Bank of America, N.A.

USD 321

EUR 288

07/06/2020

)

Bank of America, N.A.

USD 549

EUR 446

07/06/2020

Bank of America, N.A.

USD 729

EUR 650

10/05/2020

(13

)

Bank of America, N.A.

USD 716

EUR 635

01/05/2021

(13

)

Bank of America, N.A.

USD 702

EUR 620

04/06/2021

(14

)

Bank of America, N.A.

USD 701

EUR 617

07/06/2021

(14

)

Bank of America, N.A.

USD 400

EUR 350

10/05/2021

)

Currency Abbreviations:

EUR – Euro

USD – U.S. Dollar

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

1.	ORGANIZATION

Goldman Sachs Middle Market Lending LLC (“MMLC LLC”) was formed on June 13, 2016. Effective January 30, 2017, MMLC LLC converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. (the “Company”), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC. The Company commenced operations on January 11, 2017. On January 30, 2017, the Company’s initial investors (other than the Initial Member (as defined below)) funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member’s initial capital contribution to MMLC LLC was canceled. The Company has elected to be treated 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, 2017.

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

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

From December 29, 2016 through September 29, 2017 (the “Final Closing Date”) the Company conducted an offering pursuant to which investors made capital commitments (each, a “Commitment”) to purchase shares of the Company’s common stock pursuant to subscription agreements (“Subscription Agreements”) entered into with the Company pursuant to which each investor agreed to purchase common stock for an aggregate purchase price equal to its Commitment. Each investor is required to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice at least five business days prior to the required funding date (the “Initial Drawdown Date”). The offering and sale of common stock is exempt from registration pursuant to Regulation D and Regulation S promulgated under the U.S. Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering and for offers and sale of securities outside of the United States.

GS & Co. and Goldman Sachs International assisted the Company in conducting its private placement offering pursuant to agreements between the Company and each of GS & Co. and Goldman Sachs International.

The investment period commenced on December 29, 2016 (the “Initial Closing Date”). On August 8, 2019, our board of directors (the “Board of Directors”) extended the investment period for one additional six-month period from September 29, 2019 to March 29, 2020 (the “Investment Period”). The Investment Period expired on March 29, 2020. Following the end of the Investment Period, the Company has the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the investment committee of GSAM’s Private Credit Group (the “Investment Committee”) prior to the expiration of the Investment Period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment). Subject to the requirements of Subchapter M of the Code and the terms of any indebtedness, proceeds realized by the Company prior to the sixth anniversary of the Final Closing Date from the sale or repayment of any investment (as opposed to investment income) up to the cost of any such investment, may be retained and reinvested by the Company.

The Company will continue to operate as a private BDC reporting company, until the earlier of the following events, each referred to as an “Exit Event”: (i) any listing of the Company’s shares of common stock on a national securities exchange (a “listing”), including in connection with an initial public offering (“IPO”), (ii) merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act or (iii) the sale of all or substantially all of the assets of the Company. If the Company has not consummated an Exit Event by the sixth anniversary of the Final Closing Date, the Board of Directors (to the extent consistent with its fiduciary duties and subject to any necessary stockholder approvals and applicable requirements of the Investment Company Act and the Code) will meet to consider the Company’s potential wind down and/or liquidation and dissolution.

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

The Merger with Goldman Sachs BDC, Inc.

On October 12, 2020, the Company completed its previously announced merger with Goldman Sachs BDC, Inc. (“GS BDC”) pursuant to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 11, 2020. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive, for each share of the Company’s common stock, that number of shares of GS BDC’s common stock, par value $0.001 per share (“GS BDC Common Stock”), with a net asset value (“NAV”) equal to the NAV per share of the Company’s common stock, in each case calculated as of October 9, 2020. As a result of the Merger, GS BDC issued an aggregate of 61,037,311 shares of GS BDC Common Stock to the Company’s former stockholders. For further information, see Note 12 “Subsequent Events.”

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2019, included in the Company’s annual report on Form 10-K, which was filed with the SEC on February 27, 2020. The results for the three and nine months ended September 30, 2020 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 with the current 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, MMLC Blocker I, LLC (formerly known as My-On MMLC Blocker, LLC), MMLC Blocker II, LLC, MMLC Wine I, LLC, and MMLC Blocker III 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 investment. Realized gains and losses are based on the specific identification method.

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


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Prepayment premiums	$	661	$	—	$	807	$	1,213
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	247	$	520	$	1,136	$	1,747

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.

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

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2020, the Company had certain investments held in one portfolio company on non-accrual status, which represented 0.7% and 0.0% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc.) at amortized cost and at fair value, respectively. As of December 31, 2019, 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 Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

(4)

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

(5)

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

(6)

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

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) 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, 2020 and December 31, 2019, the Company held an aggregate cash balance of $16,911 and $13,393. Foreign currency of $1,388 and $1,299(acquisition cost of $1,353 and $1,286) is included in cash as of September 30, 2020 and December 31, 2019.

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 are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.

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

Derivatives

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

The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.

Income Taxes

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

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

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2017. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

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

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

Distributions

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

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 between the Company and Truist Bank (formerly known as SunTrust Bank) (the “Truist Revolving Credit Facility”). These costs are amortized using the straight-line method over the term of the Truist Revolving Credit Facility. Deferred financing costs related to the Truist Revolving Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

New Accounting Pronouncements

In March 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The Company adopted this ASU in June 2020 and this adoption did not have a material impact on the Company’s consolidated financial statements.

3.	SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company entered into an investment management agreement effective as of January 13, 2017 (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of the average NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated. Following the occurrence (if any) of a listing, average gross assets (excluding cash or cash equivalents but including assets purchased with borrowed amounts) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter-end following such event, the Company’s gross assets as of such quarter-end) will be used instead of average NAV to calculate the Management Fee.

For the three and nine months ended September 30, 2020, Management Fees amounted to $3,714 and $10,739. As of September 30, 2020, $3,714 remained payable. For the three and nine months ended September 30, 2019, Management Fees amounted to $3,489 and $10,145.

Incentive Fee

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

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

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company’s Investment Adviser is entitled to receive the Incentive Fee based on income from the Company if the Company’s Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” (as defined below) of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account changes in the market price of the Company’s common stock (if any). The Incentive Fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since the Initial Drawdown Date) (in either case, the “Trailing Twelve Quarters”). However, following the occurrence (if any) of a listing, the Trailing Twelve Quarters will be “reset” so as to include, as of the end of any quarter, the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since the listing, rather than the number of quarters that have occurred since the Initial Drawdown Date).

The “hurdle amount” for the Incentive Fee based on income is determined on a quarterly basis, and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which shall include all issuances by the Company of shares of its common stock) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated. For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) Ordinary Income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.”

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

•

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

•

100% of the Ordinary Income (as defined below), if any, that exceeds the hurdle amount, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 2.0588% (or 2.1875% in the event of a listing) multiplied by the Company’s NAV at the beginning of each applicable calendar quarter included in the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

•

15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but will not exceed the Incentive Fee Cap (as described below, and will be subject to the limitations set forth in Section 205(b)(3) of the Advisers Act).

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Ordinary Income” means interest income, dividend income and any other income (including any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter minus our operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee).

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap. In certain limited circumstances, an Incentive Fee based on income will be payable to the Investment Adviser although the net income for such quarter did not exceed the hurdle rate or the Incentive Fee will be higher than it would have been if calculated based on the Company’s performance for the applicable quarter without taking into account the Trailing Twelve Quarters.

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

ii. Annual Incentive Fee Based on Capital Gains

The portion of Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year or, in the event of a listing, the date on which such event occurs. At the end of each calendar year (or the occurrence of a listing), the Company will pay the Investment Adviser an Incentive Fee equal to (A) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) until the end of such calendar year or listing, as applicable, minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) through the end of such calendar year or listing, as applicable. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A), above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods (or, following the occurrence (if any) of a listing, in all prior periods beginning with the date on which such event occurs). If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three and nine months ended September 30, 2020, the Company accrued an Incentive Fee based on income of $6,456 and $6,456. As of September 30, 2020, $6,456 remained payable. For the three and nine months ended September 30, 2019, the Company accrued an Incentive Fee based on income of $3,265 and $14,605.

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, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $297 and $897. As of September 30, 2020, $199 remained payable. For the three and nine months ended September 30, 2019, the Company incurred expenses for services provided by the Administrator and the Custodian of $287 and $824.

Transfer Agent Fees

The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. The Company pays the Transfer Agent fees at an annual rate of 0.12% of the average NAV of the Company at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s NAV as of such quarter-end).

For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $302 and $867. As of September 30, 2020, $302 remained payable. For the three and nine months ended September 30, 2019, the Company incurred expenses for services provided by the Transfer Agent of $279 and $812.

Affiliates

The table below presents the Company’s affiliated investments:


	Beginning Fair Value Balance		Gross Additions⁽²⁾		Gross Reductions⁽³⁾			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, 2020
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽¹⁾	$	—	$	388,506	$	(227,708	)	$	—	$	—		$	160,798	$	87
Accuity Delivery Systems, LLC		21,571		63		—			—		2,086			23,720		1,040
Collaborative Imaging, LLC (dba Texas Radiology Associates)		24,864		35		—			—		(955	)		23,944		1,371
Elah Holdings, Inc.		3,163		—		—			—		(1	)		3,162		—

Total Non-Controlled Affiliates	$	49,598	$	388,604	$	(227,708	)	$	—	$	1,130		$	211,624	$	2,498

For the Year Ended December 31, 2019
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽¹⁾	$	—	$	205,169	$	(205,169	)	$	—	$	—		$	—	$	45
Accuity Delivery Systems, LLC		19,482		75		—			—		2,014			21,571		1,479
Collaborative Imaging, LLC (dba Texas Radiology Associates)		14,594		9,555		—			—		715			24,864		1,513
Elah Holdings, Inc.		3,163		—		—			—		—			3,163		—

Total Non-Controlled Affiliates	$	37,239	$	214,799	$	(205,169	)	$	—	$	2,729		$	49,598	$	3,037

⁽¹⁾	Fund advised by an affiliate of Goldman Sachs.

⁽²⁾

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

⁽³⁾

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

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of September 30, 2020 and December 31, 2019, there were $418 and $417, included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.

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 (which was merged with GS BDC on October 12, 2020) to co-invest with GS BDC, Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II”) and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.

4.	INVESTMENTS

The Company’s investments (excluding an investment in a money market fund, if any, managed by an affiliate of Group Inc.) consisted of the following:


	September 30, 2020				December 31, 2019
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	1,320,702	$	1,290,854	$	1,272,044	$	1,266,486
1st Lien/Last-Out Unitranche		100,545		100,019		100,829		100,797
2nd Lien/Senior Secured Debt		299,557		267,796		311,933		294,165
Preferred Stock		7,221		15,556		7,200		10,137
Common Stock		10,381		14,317		10,381		11,575
Warrants		1,166		—

Total Investments	$	1,739,572	$	1,688,542	$	1,702,387	$	1,683,160

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


	September 30, 2020						December 31, 2019
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Health Care Technology		10.0	%		16.5	%		10.1	%		18.0	%
Interactive Media & Services		9.8			16.1			10.0			17.8
Health Care Providers & Services		9.5			15.7			11.5			20.5
Software		9.4			15.5			10.1			18.0
IT Services		7.8			12.9			7.8			14.0
Real Estate Management & Development		7.0			11.5			5.9			10.4
Professional Services		6.6			10.8			5.8			10.3
Diversified Financial Services		5.3			8.7			5.1			9.1
Diversified Consumer Services		4.9			8.1			1.8			3.2
Health Care Equipment & Supplies		4.1			6.7			4.2			7.5
Hotels, Restaurants & Leisure		3.8			6.3			3.9			7.0
Chemicals		3.3			5.5			2.8			5.1
Road & Rail		1.9			3.1			3.1			5.6
Transportation Infrastructure		1.9			3.1			1.9			3.4
Diversified Telecommunication Services		1.8			3.0			1.7			3.0
Household Products		1.7			2.9			1.9			3.3
Entertainment		1.5			2.4			1.6			2.9
Air Freight & Logistics		1.4			2.3			1.5			2.6
Insurance		1.3			2.2			1.6			2.8
Media		1.1			1.9			1.1			2.1
Trading Companies & Distributors		0.9			1.6			1.0			1.8
Beverages		0.9			1.5			0.7			1.3
Commercial Services & Supplies		0.7			1.2			0.7			1.3
Internet & Direct Marketing Retail		0.7			1.1			0.7			1.2
Auto Components		0.6			1.0			0.6			1.1
Building Products		0.6			1.0			1.4			2.4
Food Products		0.5			0.8			0.5			0.9
Life Sciences Tools & Services		0.5			0.8			0.5			0.8
Containers & Packaging		0.3			0.5			0.3			0.5
Capital Markets		0.2			0.3			0.2			0.3
Aerospace & Defense		—	⁽¹⁾		—	⁽¹⁾		—			—
Construction & Engineering		—	⁽¹⁾		—	⁽¹⁾		—			—

Total		100.0	%		165.0	%		100.0	%		178.2	%

⁽¹⁾	Amount rounds to 0.0%.

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


Geographic	September 30, 2020			December 31, 2019
United States		95.5	%		95.6	%
Canada		2.8			2.7
Ireland		1.7			1.7

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.

Level 3 Instruments		Valuation Techniques and Significant Inputs

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

The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of September 30, 2020 and December 31, 2019. 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 and liabilities.

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, 2020

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

1,091,781

Discounted cash flows

Discount Rate

6.0% - 17.3%

8.6%

1st Lien/Last-Out Unitranche

100,019

Discounted cash flows

Discount Rate

7.3% - 10.7%

9.6%

2nd Lien/Senior Secured

206,775

Discounted cash flows

Discount Rate

10.0% - 12.8%

10.7%

9,933

Comparable multiples

EV/EBITDA⁽⁶⁾

7.4x - 25.1x

10.4x

Equity

Preferred Stock

8,878

Comparable multiples

EV/EBITDA⁽⁶⁾

7.9x - 26.7x

18.7x

6,657

Comparable multiples

EV/Revenue

1.7x - 4.4x

1.3x

Common Stock

5,404

Discounted cash flows

Discount Rate

13.1% - 31.5%

24.6%

707

Comparable multiples

EV/EBITDA⁽⁶⁾

10.0x - 10.1x

10.0x

8,206

Comparable multiples

EV/Revenue

0.3x - 12.5x

12.2x

As of December 31, 2019

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

1,031,569

Discounted cash flows

Discount Rate

6.5% - 13.3%

8.7%

1st Lien/Last-Out Unitranche

100,797

Discounted cash flows

Discount Rate

8.5% - 10.1%

9.8%

2nd Lien/Senior Secured

233,672

Discounted cash flows

Discount Rate

9.9% - 12.4%

10.7%

Equity

Preferred Stock

7,200

Comparable multiples

EV/EBITDA⁽⁶⁾

4.2x - 30.2x

19.0x

2,937

Comparable multiples

EV/Revenue

1.0x - 3.2x

1.3x

Common Stock

6,045

Discounted cash flows

Discount Rate

13.9% - 31.0%

23.9%

1,156

Comparable multiples

EV/EBITDA⁽⁶⁾

8.5x - 12.7x

9.7x

4,374

Comparable multiples

EV/Revenue

2.3x - 9.7x

9.6x

⁽¹⁾

As of September 30, 2020, included within Level 3 assets of $1,595,565 is an amount of $157,205 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 $1,398,575 or 89.3% of Level 3 bank loans, corporate debt, and other debt obligations.

⁽²⁾

As of December 31, 2019, included within Level 3 assets of $1,579,087 is an amount of $191,337 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 $1,366,038 or 87.7% of Level 3 bank loans, corporate debt, and other debt obligations.

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

⁽⁴⁾	The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.

⁽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, 2020 and December 31, 2019. 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 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.

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


	September 30, 2020										December 31, 2019
Assets	Level 1		Level 2			Level 3		Total			Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	41,889		$	1,248,965	$	1,290,854		$	—	$	58,830	$	1,207,656	$	1,266,486
1st Lien/Last-Out Unitranche		—		—			100,019		100,019			—		—		100,797		100,797
2nd Lien/Senior Secured Debt		—		51,088			216,708		267,796			—		45,243		248,922		294,165
Preferred Stock		—		—			15,556		15,556			—		—		10,137		10,137
Common Stock		—		—			14,317		14,317			—		—		11,575		11,575
Warrants		—		—			—		—			—		—		—		—
Affiliated Money Market Fund		160,798		—			—		160,798			—		—		—		—

Total assets	$	160,798	$	92,977		$	1,595,565	$	1,849,340		$	—	$	104,073	$	1,579,087	$	1,683,160

Foreign currency forward contracts - asset (liability)⁽¹⁾	$	—	$	(134	)	$	—	$	(134	)	$	—	$	46	$	—	$	46

⁽¹⁾	Amounts represent the unrealized appreciation (depreciation) on the foreign currency forward contracts.

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


Beginning Balance			Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out⁽²⁾			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Nine Months Ended September 30, 2020
1st Lien/Senior Secured Debt	$	1,207,656	$	156,242	$	220		$	(22,416	)	$	(87,632	)	$	3,901	$	—	$	(9,006	)	$	1,248,965	$	(22,658	)
1st Lien/Last-Out Unitranche		100,797		—		—			(494	)		(695	)		411		—		—			100,019		(494	)
2nd Lien/Senior Secured Debt		248,922		13,155		—			(18,871	)		(11,852	)		604		—		(15,250	)		216,708		(18,870	)
Preferred Stock		10,137		21		—			5,398			—			—		—		—			15,556		5,398
Common Stock		11,575		—		—			2,742			—			—		—		—			14,317		2,742
Warrants		—		2,333		—			(1,166	)		(1,167	)		—		—		—			—		(1,166	)

Total assets	$	1,579,087	$	171,751	$	220		$	(34,807	)	$	(101,346	)	$	4,916	$	—	$	(24,256	)	$	1,595,565	$	(35,048	)

For the Nine Months Ended September 30, 2019
1st Lien/Senior Secured Debt	$	644,913	$	559,371	$	(21	)	$	(3,437	)	$	(114,031	)	$	3,558	$	—	$	—		$	1,090,353	$	(2,981	)
1st Lien/Last-Out Unitranche		90,582		10,294		—			(124	)		(339	)		372		—		—			100,785		(124	)
2nd Lien/Senior Secured Debt		300,116		24,522		(10,553	)		1,181			(32,795	)		987		—		(17,504	)		265,954		(816	)
Preferred Stock		8,100		—		—			1,393			—			—		—		—			9,493		1,393
Common Stock		9,825		1,054		—			2,755			—			—		—		—			13,634		2,755
Warrants		—		—		—			—			—			—		—		—			—		—

Total assets	$	1,053,536	$	595,241	$	(10,574	)	$	1,768		$	(147,165	)	$	4,917	$	—	$	(17,504	)	$	1,480,219	$	227

⁽¹⁾	Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

⁽²⁾	Transfers out were primarily due to increased price transparency.

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, 2020 and December 31, 2019, approximates its carrying value because the Truist Revolving Credit Facility has variable interest based on selected short term rates.

DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). As of September 30, 2020 and December 31, 2019, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 221% and 228%.

The Company’s outstanding debt was as follows:


	September 30, 2020						December 31, 2019
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
Truist Revolving Credit Facility⁽¹⁾⁽²⁾	$	850,000	$	7,171	$	843,219	$	850,000	$	120,648	$	729,986

Total Debt	$	850,000	$	7,171	$	843,219	$	850,000	$	120,648	$	729,986

⁽¹⁾

The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of September 30, 2020, the Company had outstanding borrowings denominated in USD of $787,000 and in Euros (EUR) of 47,950. As of December 31, 2019, the Company had outstanding borrowings denominated in USD of $676,200 and in EUR of 47,950.

⁽²⁾	Provides, under certain circumstances, a total borrowing capacity of $900,000.

The weighted average interest rates of the aggregate borrowings outstanding for the nine months ended September 30, 2020 and for the year ended December 31, 2019 were 2.97% and 4.27%.

Truist Revolving Credit Facility

On September 11, 2017, the Company entered into the Truist Revolving Credit Facility, a multicurrency facility, with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent. The Company amended the Truist Revolving Credit Facility on September 17, 2018, July 10, 2019 and February 25, 2020.

The total commitments under the Truist Revolving Credit Facility is $850,000. The accordion feature of the Truist Revolving Credit Facility allows the Company, subject to the satisfaction of various conditions, to bring total commitments under the Truist Revolving Credit Facility to $900,000.

Borrowings under the Truist Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either the Adjusted LIBO Rate (as defined in the Truist Revolving Credit Facility) plus the Applicable Margin (as defined in the Truist Revolving Credit Facility) or the Applicable Margin plus the higher of the Prime Rate (as defined in the Truist Revolving Credit Facility), Federal Funds Effective Rate (as defined in the Truist Revolving Credit Facility) plus 0.5% or overnight London Interbank Offered Rate (“LIBOR”) plus 1.0%. Interest is payable quarterly in arrears or as defined in the Truist Revolving Credit Facility. The Company pays a fee of 0.375% per annum on committed but undrawn amounts under the Truist Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on March 11, 2022.

The Truist Revolving Credit Facility may be guaranteed by certain of the Company’s subsidiaries that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Company’s obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain customary covenants, including: (i) maintaining a minimum shareholder’s equity, (ii) maintaining an asset coverage ratio of at least 2 to 1, (iii) maintaining a minimum liquidity test of at least 15% of the “covered debt amount” during any period when the “adjusted covered debt balance” is greater than 85% of the “adjusted borrowing base,” as such quoted terms are defined in the Truist Revolving Credit Facility and (iv) restrictions on industry concentrations in the Company’s investment portfolio.

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

Costs of $5,626 were incurred in connection with obtaining and amending the Truist Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Truist Revolving Credit Facility using the straight-line method. As of September 30, 2020 and December 31, 2019, outstanding deferred financing costs were $1,988 and $2,617.

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


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Borrowing interest expense	$	5,195		$	6,399		$	17,937		$	14,810
Facility fees		20			228			166			685
Amortization of financing costs		347			374			1,059			974

Total	$	5,562		$	7,001		$	19,162		$	16,469

Weighted average interest rate		2.45	%		4.34	%		2.97	%		4.40	%
Average outstanding balance	$	843,045		$	584,493		$	805,444		$	450,012

7.	DERIVATIVES

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

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

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

For the three and nine months ended September 30, 2020, the Company’s average USD notional exposure to foreign currency forward contracts were $3,465 and $4,286. For the three and nine months ended September 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts were $2,963 and $3,855.

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


	Gross Amount of Assets		Gross Amount of (Liabilities)			Net Amount of Assets or (Liabilities)			Collateral (Received) Pledged⁽¹⁾		Net Amounts⁽²⁾
September 30, 2020
Bank of America, N.A.	$	—	$	(134	)	$	(134	)	$	—	$	(134	)

December 31, 2019
Bank of America, N.A.	$	46	$	—		$	46		$	—	$	46

⁽¹⁾	Amount excludes excess cash collateral paid.

⁽²⁾	Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.

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


	For the Three Months Ended					For the Nine Months Ended
	September 30, 2020			September 30, 2019		September 30, 2020			September 30, 2019
Net realized gain (loss) on foreign currency forward contracts	$	40		$	53	$	150		$	65
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(179	)		78		(180	)		123

Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	(139	)	$	131	$	(30	)	$	188

8.	COMMITMENTS AND CONTINGENCIES

Capital Commitments

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


	September 30, 2020							December 31, 2019
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Stock	$	1,034,646	$	—		100	%	$	1,034,992	$	62,152		94	%

Portfolio Company Commitments

The Company may enter into investment commitments to fund investments through signed commitment letters which in certain circumstances may be disclosed by the Company. 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, 2020, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:


			Unfunded Commitment Balances⁽²⁾				Fair Value⁽³⁾
	Commitment Expiration Date⁽¹⁾		September 30, 2020		December 31, 2019		September 30, 2020			December 31, 2019
1st Lien/Senior Secured Debt
Brillio, LLC		2/6/2021	$	1,100	$	2,200	$	(25	)	$	(22	)
Associations, Inc.		7/30/2021		63		1,299		(3	)		(13	)
WebPT, Inc.		8/28/2021		1,867		1,867		(75	)		(37	)
Elemica Parent, Inc.		9/18/2021		830		830		(58	)		(21	)
Bullhorn, Inc.		10/1/2021		732		1,065		(11	)		(16	)
Eptam Plastics, Ltd.		12/6/2021		2,708		2,708		(74	)		(20	)
FWR Holding Corporation (dba First Watch Restaurants)		12/20/2021		96		—		(3	)		—
MRI Software LLC		2/10/2022		565		—		(20	)		—
Netvoyage Corporation (dba NetDocuments)		3/24/2022		610		610		(20	)		(8	)
VRC Companies, LLC (dba Vital Records Control)		3/31/2022		249		111		(2	)		(1	)
DDS USA Holding, Inc.		6/30/2022		766		1,380		(8	)		(7	)
Xactly Corporation		7/29/2022		2,177		2,177		(38	)		(27	)
Purfoods, LLC		8/12/2022		200		—		(3	)		—
Hygiena Borrower LLC		8/26/2022		550		550		(11	)		(11	)
Lithium Technologies, Inc.		10/3/2022		2,873		3,448		(122	)		(52	)
Businessolver.com, Inc.		5/15/2023		3,760		2,256		(94	)		(39	)
Integral Ad Science, Inc.		7/19/2023		2,586		2,586		(97	)		(39	)
FWR Holding Corporation (dba First Watch Restaurants)		8/21/2023		1,506		226		(53	)		(2	)
Gastro Health Holdco, LLC		9/4/2023		2,900		2,900		(123	)		(44	)
Empirix, Inc.		9/25/2023		1,800		1,800		(54	)		(180	)
WebPT, Inc.		8/28/2024		778		1,556		(31	)		(31	)
Fenergo Finance 3 Limited		9/5/2024		2,579		2,468		(32	)		(19	)
Fenergo Finance 3 Limited		9/5/2024		1,683		1,683		(21	)		(13	)
iCIMS, Inc.		9/12/2024		2,662		2,662		(47	)		(47	)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)		11/15/2024		1,810		3,258		(27	)		(57	)
Wrike, Inc.		12/31/2024		2,300		2,300		—			(46	)
Apptio, Inc.		1/10/2025		3,160		3,160		(47	)		(55	)
ConnectWise, LLC		2/28/2025		1,524		1,524		(15	)		(19	)
Villa Bidco Inc (dba Authority Brands)		3/21/2025		1,118		—		(22	)		—
Mailgun Technologies, Inc.		3/26/2025		1,448		1,448		—			(25	)
Internet Truckstop Group, LLC (dba Truckstop)		4/2/2025		2,600		2,600		(52	)		(39	)
PlanSource Holdings, Inc.		4/22/2025		4,681		4,681		(164	)		(94	)
CorePower Yoga LLC		5/14/2025		807		1,009		(121	)		(15	)
Wolfpack IP Co. (dba Lone Wolf Technologies)		6/13/2025		4,722		4,722		(47	)		(94	)
Riverpoint Medical, LLC		6/21/2025		2,450		2,450		(92	)		(25	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		7/9/2025		2,805		2,384		(203	)		(48	)
WorkForce Software, LLC		7/31/2025		1,123		1,123		(28	)		(23	)
Diligent Corporation		8/4/2025		1,800		216		(45	)		(2	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		8/15/2025		2,707		2,572		(95	)		(45	)
Elemica Parent, Inc.		9/18/2025		132		366		(9	)		(9	)
CST Buyer Company (dba Intoxalock)		10/3/2025		1,294		1,294		—			—
Acquia, Inc.		10/31/2025		1,946		1,946		(58	)		(39	)
Chronicle Bidco Inc. (dba Lexitas)		11/14/2025		1,300		1,300		(39	)		(26	)
Governmentjobs.com, Inc. (dba NeoGov)		2/5/2026		3,595		—		(63	)		—
MRI Software LLC		2/10/2026		990		—		(35	)		—
Instructure Holdings		3/24/2026		3,000		—		(30	)		—
Project Eagle Holdings, LLC		7/6/2026		37		—		(1	)		—
Granicus, Inc.		8/21/2026		929		—		(23	)		—
Foundation Software		8/31/2026		61		—		(2	)		—
Bullhorn, Inc.		9/30/2026		799		799		(12	)		(12	)
MedeAnalytics, Inc.		10/9/2026		465		—		—			—
Gastro Health Holdco, LLC		4/13/2020		—		1,072		—			(16	)
GlobalTranz Enterprises, Inc.		5/15/2020		—		2,968		—			(267	)
Hygiena Borrower LLC		6/29/2020		—		814		—			(16	)
Convene 237 Park Avenue, LLC (dba Convene)		8/30/2020		—		9,120		—			(182	)
Diligent Corporation		12/19/2020		—		6,083		—			(61	)
FWR Holding Corporation (dba First Watch Restaurants)		2/28/2021		—		3,040		—			(30	)
CorePower Yoga LLC		5/14/2021		—		2,692		—			(40	)
CFS Management, LLC (dba Center for Sight Management)		7/1/2021		—		2,067		—			(21	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		8/15/2021		—		6,768		—			(118	)
Gastro Health Holdco, LLC		9/13/2021		—		7,200		—			(108	)
Chronicle Bidco Inc. (dba Lexitas)		11/14/2021		—		4,330		—			(43	)
SPay, Inc. (dba Stack Sports)		6/17/2024		—		543		—			(18	)
Associations, Inc.		7/30/2024		—		836		—			(8	)
Eptam Plastics, Ltd.		12/6/2025		—		1,015		—			(15	)

Total 1st Lien/Senior Secured Debt			$	85,243	$	124,082	$	(2,255	)	$	(2,265	)

2nd Lien/Senior Secured Debt
USRP Holdings, Inc. (dba U.S. Retirement Partners)		3/29/2020		—	$	816		—		$	(8	)
Hygiena Borrower LLC		6/29/2020		—		831		—			(15	)
Genesis Acquisition Co. (dba ProCare Software)		7/31/2020		—		2,500		—			(63	)

Total 2nd Lien/Senior Secured Debt			$	—	$	4,147	$	—		$	(86	)

Total			$	85,243	$	128,229	$	(2,255	)	$	(2,351	)

⁽¹⁾	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾	Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

⁽³⁾	The fair value is reflected as investments, at fair value on the Consolidated Statements of Assets and Liabilities.

Contingencies

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

9.	NET ASSETS

Capital Drawdowns

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


Share Issue Date	Shares Issued		Proceeds Received
For the Nine Months Ended September 30, 2020
February 24, 2020		3,282,464	$	61,806

Total capital drawdowns		3,282,464	$	61,806

For the Nine Months Ended September 30, 2019
March 25, 2019		4,286,182	$	82,610
June 27, 2019		2,179,196		41,545

Total capital drawdowns		6,465,378	$	124,155

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock:


Date Declared	Record Date	Payment Date	Amount Per Share
For the Nine Months Ended September 30, 2020
February 27, 2020	March 16, 2020	April 30, 2020	$	0.43
For the Nine Months Ended September 30, 2019
February 28, 2019	March 15, 2019	April 30, 2019	$	0.43
May 9, 2019	June 14, 2019	July 31, 2019	$	0.43
August 8, 2019	September 13, 2019	October 31, 2019	$	0.43

10.

EARNINGS PER SHARE

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


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Net increase (decrease) in net assets from operations	$	45,735	$	18,500	$	39,658	$	41,479
Weighted average shares outstanding		53,844,947		49,470,258		53,198,038		46,754,248
Basic and diluted earnings per share	$	0.85	$	0.37	$	0.75	$	0.89

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

11.

FINANCIAL HIGHLIGHTS

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


	Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
Per Share Data:⁽¹⁾
NAV, beginning of period	$	18.69		$	19.07
Net investment income (loss)		1.39			1.27
Net realized and unrealized gains (losses)⁽²⁾		(0.65	)		(0.32	)
Income tax provision, realized and unrealized gains		0.00	⁽⁶⁾		(0.01	)

Net increase (decrease) in net assets from operations⁽²⁾		0.74			0.94

Distributions declared:
From net investment income		(0.43	)		(1.29	)

Distributions declared from net investment income		(0.43	)		(1.29	)

Total increase (decrease) in net assets		0.31			(0.35	)

NAV, end of period	$	19.00		$	18.72

Shares outstanding, end of period		53,844,947			49,470,258
Weighted average shares outstanding		53,198,038			46,754,248
Total return based on NAV⁽³⁾		3.96	%		4.93	%
Supplemental Data/Ratio⁽⁴⁾ (all amounts in thousands except ratios):
Net assets, end of period	$	1,023,100		$	925,959
Ratio of net expenses to average net assets		5.87	%		6.85	%
Ratio of expenses (without incentive fees and interest and other debt expenses) to net assets		2.30	%		2.13	%
Ratio of interest and other debt expenses to average net assets		2.67	%		2.50	%
Ratio of incentive fees to average net assets		0.90	%		2.22	%
Ratio of total expenses to average net assets		5.87	%		6.85	%
Ratio of net investment income (loss) to average net assets		10.36	%		9.04	%
Average debt outstanding	$	805,444		$	450,012
Average debt per share⁽⁵⁾	$	15.14		$	9.63
Portfolio turnover		9	%		11	%

⁽¹⁾	The per share data was derived by using the weighted average shares outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

⁽²⁾	The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the distribution.

⁽³⁾	Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

⁽⁴⁾	Ratios are annualized except for certain operating expenses, as applicable.

⁽⁵⁾	Calculated as average debt outstanding divided by the weighted average shares outstanding during the applicable period.

⁽⁶⁾	Amount rounds to less than $0.00.

12.

SUBSEQUENT EVENTS

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

Prior to consummation of the Merger, and as previously announced, on October 3, 2020, the Board of Directors declared a special distribution of $75,000, or $1.39 per share, payable on October 30, 2020 to shareholders of record as of October 9, 2020.

On October 12, 2020, the Company completed its previously announced merger with GS BDC pursuant to the Merger Agreement, dated as of June 11, 2020. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive, for each share of the Company’s common stock, that number of shares of GS BDC Common Stock with a NAV equal to the NAV per share of the Company’s common stock, in each case calculated as of October 9, 2020. As a result of the Merger, GS BDC issued an aggregate of 61,037,311 shares of GS BDC Common Stock to the Company’s former stockholders. Upon consummation of the Merger, the separate corporate existence of the Company ended. For more information about the Merger, see the Company’s Current Report on Form 8-K filed on October 13, 2020, the Company’s Form N-54C filed on October 13, 2020, and the Company’s Form 15 filed on October 13, 2020.

With the consummation of the Merger, the Truist Revolving Credit facility was terminated.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial information and explanatory notes illustrate the effect of the Merger (as defined below) on the financial position and results of operations of Goldman Sachs BDC, Inc. (“GSBD”) based upon the respective historical financial positions and results of operations of GSBD and Goldman Sachs Middle Market Lending Corp. (“MMLC”) under the asset acquisition method of accounting with GSBD treated as the acquirer. The unaudited pro forma condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of GSBD, which are included in GSBD’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 5, 2020, and MMLC, which are included as Exhibit 99.1 hereto.

GSBD entered into the Agreement and Plan of Merger (the “Original Merger Agreement”), with MMLC, Evergreen Merger Sub Inc., a wholly owned subsidiary of GSBD (“Merger Sub”) and Goldman Sachs Asset Management, L.P., the investment adviser to each of GSBD and MMLC (“GSAM,” and together with GSBD, MMLC and Merger Sub, the “Parties”). The Parties amended and restated the Original Merger Agreement in its entirety (as amended and restated, the “Amended and Restated Merger Agreement”). Pursuant to and subject to the terms and conditions of the Amended and Restated Merger Agreement, Merger Sub will merge with and into MMLC, with MMLC continuing as the surviving company and as a wholly-owned subsidiary of GSBD (the “Initial Merger”) and, immediately thereafter, MMLC will merge with and into GSBD, with GSBD continuing as the surviving company (the “Second Merger” and, together with the Initial Merger, the “Merger”).

The unaudited pro forma condensed consolidated financial information includes the unaudited pro forma condensed consolidated Statement of Assets and Liabilities as of September 30, 2020 assuming the Merger had been completed on September 30, 2020. The unaudited pro forma condensed consolidated Statement of Operations for the nine months ended September 30, 2020, and for the year ended December 31, 2019 were prepared assuming the Merger had been completed on January 1, 2019. Additionally, the unaudited pro forma condensed consolidated financial information for the year ended December 31, 2019 includes the following events that occurred in February 2020: (i) GSBD’s issuance of $360.0 million of 2025 Notes, (ii) the amendment of the GSBD Credit Facility, and (iii) MMLC’s capital drawdowns of $61.8 million. Such unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of GSBD and MMLC from publicly available information and certain assumptions and adjustments as discussed in Note 2 “Preliminary Pro Forma Adjustments” of the accompanying notes to the unaudited pro forma condensed consolidated financial statements in this section.

The Amended and Restated Merger Agreement provides that each MMLC stockholder will be entitled to receive, for each share of MMLC common stock, par value $0.001 per share (“MMLC Common Stock”), that number of shares of GSBD common stock, par value $0.001 per share (“GSBD Common Stock”) with a net asset value (“NAV”) equal to the NAV per share of MMLC Common Stock, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger.

Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. GSBD will be the accounting survivor of the Merger. GSBD believes that the acquisition of MMLC should be accounted for as an asset acquisition based on the nature of its pre-acquisition operations and other factors outlined in ASC 805-50—Business Combinations—Related Issues, with the fair value of total consideration paid in conjunction with the Merger allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Merger. See the section entitled “Accounting Treatment of the Merger” in GSBD’s joint proxy statement and prospectus that forms a part of a registration statement on Form N-14 filed with the SEC on August 4, 2020 for additional information.

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the Merger been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed consolidated financial information, the allocation of the pro forma purchase price reflected in the unaudited pro forma condensed consolidated financial information involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger.

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Assets and Liabilities

As of September 30, 2020

Unaudited

(In thousands, except share and per share data)


	Actual		Actual					Pro Forma
			Goldman Sachs					Goldman Sachs BDC,
	Goldman Sachs BDC, Inc.		Middle Market Lending Corp.		Pro Forma Adjustments			Inc. Combined
Assets and Liabilities Data:
Investments, at fair value	$	1,431,195	$	1,688,542	$	—	(A)	$	3,119,737
Cash and cash equivalents, and foreign currencies		114,810		177,709		—			292,519
Deferred financing costs		8,144		1,988		1,812	(B)		11,944
Other assets		15,303		12,746		4,033	(C)		32,082

Total assets		1,569,452		1,880,985		5,845			3,456,282

Liabilities & Net Assets
Debt (net of debt issuance cost associated with GSBD)		911,685		843,219		—	(B)		1,754,904
Other liabilities		31,344		14,666		85,800	(B)(C)(D)		131,810

Total liabilities		943,029		857,885		85,800			1,886,714

Total Net Assets		626,423		1,023,100		(79,955)			1,569,568

Total liabilities and net assets	$	1,569,452	$	1,880,985	$	5,845		$	3,456,282

Number of shares of common stock outstanding		40,448,044		53,844,947		7,617,827	(E)		101,910,818

Net asset value per share	$	15.49	$	19.00				$	15.40

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2020

Unaudited

(In thousands, except share and per share data)


	Actual			Actual							Pro Forma
	Goldman Sachs BDC, Inc.			Goldman Sachs Middle Market Lending Corp.			Pro Forma Adjustments				Goldman Sachs BDC, Inc. Combined
Performance Data:
Interest and dividend income	$	92,332		$	114,331		$	12,518		(A)	$	219,181
Other income		1,695			2,186			—				3,881

Total investment income		94,027			116,517			12,518				223,062
Interest and other debt expenses		26,897			19,162			(2,180	)	(B)		43,879
Management fees		10,901			10,739			2,088		(F)		23,728
Incentive fees		737			6,456			3,449		(F)		10,642
Other expenses		5,479			6,431			(2,790	)	(C)(G)		9,120

Total expenses		44,014			42,788			567				87,369

Incentive fees waiver		(737	)		—			737		(F)		—
Management fees waiver		(3,807	)		—			3,807		(F)		—

Net investment income		54,557			73,729			7,407				135,693
Net realized gain (loss)		(47,389	)		396			—				(46,993	)
Net change in unrealized appreciation (depreciation)		(3,782	)		(34,394	)		(12,518	)	(A)		(50,694	)
Total net realized and unrealized gains (losses)		(51,171	)		(33,998	)		(12,518	)			(97,687	)
(Provision) benefit for taxes		92			(73	)		—				19

Net increase (decrease) in net assets resulting from operations		3,478			39,658			(5,111	)			38,025

Per Common Share Data
Weighted average shares outstanding⁽¹⁾		40,413,082			53,198,038			8,264,736				101,875,856
Net investment income per share (basic and diluted)	$	1.35		$	1.39						$	1.33
Earnings per share (basic and diluted)	$	0.09		$	0.75						$	0.37

(1)	Basic and diluted weighted average shares outstanding for Pro Forma Goldman Sachs BDC, Inc. is estimated by adding estimated share issuance to MMLC stockholders of 61,462,774 shares to weighted average shares outstanding for GSBD for the nine months ended September 30, 2020.

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2019

Unaudited

(In thousands, except share and per share data)


	Actual			Actual							Pro Forma
	Goldman Sachs BDC, Inc.			Goldman Sachs Middle Market Lending Corp.			Pro Forma Adjustments				Goldman Sachs BDC, Inc. Combined
Performance Data:
Interest and dividend income	$	144,685		$	143,781		$	16,691		(A)	$	305,157
Other income		2,576			1,962			—				4,538

Total investment income		147,261			145,743			16,691				309,695
Interest and other debt expenses		36,313			24,076			553		(B)		60,942
Management fees		14,696			13,665			3,360		(F)		31,721
Incentive fees		9,220			18,024			(2,710	)	(F)		24,534
Other expenses		7,707			7,133			(2,455	)	(C)(G)		12,385

Total expenses		67,936			62,898			(1,252	)			129,582

Incentive fees waiver		(394	)		—			394		(F)		—

Net investment income		79,719			82,845			17,549				180,113
Net realized gain (loss)		(39,029	)		(8,750	)		—				(47,779	)
Net change in unrealized appreciation (depreciation)		(4,715	)		(12,269	)		(16,691	)	(A)		(33,675	)

Total net realized and unrealized gains (losses)		(43,744	)		(21,019	)		(16,691	)			(81,454	)
(Provision) benefit for taxes		173			(694	)		—				(521	)

Net increase (decrease) in net assets resulting from operations		36,148			61,132			858				98,138

Per Common Share Data
Weighted average shares outstanding⁽¹⁾		40,313,662			47,453,793			14,008,981				101,776,436
Net investment income per share (basic and diluted)	$	1.98		$	1.75						$	1.77
Earnings per share (basic and diluted)	$	0.90		$	1.29						$	0.96

(1)	Basic and diluted weighted average shares outstanding for Pro Forma Goldman Sachs BDC, Inc. is estimated by adding estimated share issuance to MMLC stockholders of 61,462,774 shares to weighted average shares outstanding for GSBD for the year ended December 31, 2019.

See notes to unaudited pro forma condensed consolidated financial statements.

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial information related to the Merger is included as of and for the nine months ended September 30, 2020, and for the year ended December 31, 2019. On December 9, 2019, GSBD and MMLC entered into the Initial Merger Agreement, which was amended and restated in its entirety on June 11, 2020 by the Amended and Restated Merger Agreement. For the purposes of the pro forma condensed consolidated financial statements, the cost of the acquisition is based on the closing price of GSBD Common Stock as of September 30, 2020, adjusted to include a discount to reflect the impact of transfer restrictions applicable to the shares of GSBD Common Stock issued to MMLC stockholders pursuant to the terms of the Merger and the impact of $3.5 million in estimated transaction costs expected to be incurred by GSBD (the “Pro Forma Accounting Purchase Price”). The Pro Forma Accounting Purchase Price is approximately $863.2 million in stock consideration which is based upon a price of $15.04 per share of GSBD Common Stock as of September 30, 2020 and an implied value per share of MMLC Common Stock of $15.97. The pro forma adjustments included herein reflect the conversion of MMLC Common Stock into GSBD Common Stock using an exchange ratio of 1.1415 of a share of GSBD Common Stock, for each of the 53,844,947 shares of MMLC Common Stock outstanding as of September 30, 2020.

The Merger is accounted for as an asset acquisition of MMLC by GSBD in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues. In applying the asset acquisition method of accounting, GSBD is using a cost approach to allocate the cost of the assets purchased against the assets being acquired. The cost of the acquisition is determined to be the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident. On a pro forma basis, the Pro Forma Accounting Purchase Price was used as a preliminary estimate of purchase price for accounting purposes. The fair value of the Merger Consideration paid by GSBD is allocated to assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. Preliminary purchase accounting allocations are detailed in Note 2 “Preliminary Purchase Accounting Allocations”.

GSBD’s financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of the unaudited pro forma condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Valuation of Portfolio Investments: The valuation processes and oversight are identical for GSBD and MMLC. As BDCs, GSBD and MMLC conduct the valuation of their assets, pursuant to which their NAV is determined, consistent with GAAP and the 1940 Act. The GSBD Board and MMLC Board, with the assistance of the GSBD Audit Committee and the MMLC Audit Committee, respectively, determines the fair value of each fund’s assets within the meaning of the 1940 Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”).

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

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

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

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

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

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Each of GSBD’s and MMLC’s assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

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 GSBD Board and MMLC Board contemplates 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 Investment Adviser responsible for the portfolio investment;

(2)

The GSBD Board and MMLC Board also engage Independent Valuation Advisors to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the GSBD Board or the GSBD Audit Committee or the MMLC Board or the MMLC 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 GSAM and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to GSAM’s valuations to ensure GSAM’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process;

(4)

The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the GSBD Audit Committee or the MMLC Audit Committee;

(5)

The Audit Committee of each of the GSBD Board or the MMLC Board, as applicable, reviews valuation information provided by the Investment Management Division Valuation Committee, GSAM and the Independent Valuation Advisors. The relevant Audit Committee then assesses such valuation recommendations; and

(6)

Each of the GSBD Board and the MMLC Board discusses the valuations and, within the meaning of the 1940 Act, determines the fair value of investments in good faith, based on the input of GSAM, the Independent Valuation Advisors and the relevant Audit Committee.

Income Taxes: GSBD has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, GSBD generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that GSBD timely distributes to its stockholders as dividends. To maintain its RIC status, GSBD must meet specified source-of-income and asset diversification requirements and timely distribute to stockholders at least 90% of GSBD’s investment company taxable income for each year. Depending upon the level of taxable income earned in a year, GSBD may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. GSBD generally will be required to pay a U.S. federal excise tax if GSBD’s distributions during a calendar year do not exceed the sum of (1) 98% of GSBD’s net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of GSBD’s capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.

Transaction Costs: Both GSBD and MMLC incur direct transaction costs resulting from the Merger. GSBD, as the acquirer in an asset acquisition, will capitalize its transaction costs and such costs will be reflected as an adjustment to the purchase price of MMLC. MMLC will expense its transaction costs as incurred. In the event the Merger is consummated, GSAM shall reimburse each of MMLC and GSBD, in each case in an amount of up to $4.0 million for all fees and expenses incurred and payable by MMLC or on its behalf, on the one hand, and GSBD or on its behalf, on the other hand, in connection with or related to the Merger, the Amended and Restated Merger Agreement and the related transactions (including all documented fees and expenses of counsel, accountants, experts and consultants to MMLC or the MMLC Special Committee, on the one hand, or GSBD or the GSBD Special Committee, on the other hand).

GSBD expects to incur approximately $3.5 million in estimated transaction costs net of GSAM reimbursement, which will be capitalized for the purposes of the purchase price accounting. MMLC expects to incur approximately $3.1 million in estimated transaction costs net of GSAM reimbursement.

2. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

The unaudited pro forma condensed consolidated financial information includes the unaudited Pro Forma Condensed Consolidated Statement of Assets and Liabilities as of September 30, 2020 assuming the Merger had been completed on September 30, 2020. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020 and for the year ended December 31, 2019 were prepared assuming the Merger had been completed on January 1, 2019.

For purposes of the pro forma condensed consolidated financial statements, the cost of the acquisition is based on the Pro Forma Accounting Purchase Price. The Pro Forma Accounting Purchase Price is approximately $863.2 million in stock consideration which is based upon a price of $15.04 per share of GSBD Common Stock as of September 30, 2020. The unaudited Pro Forma Condensed Consolidated Statement of Assets and Liabilities reflects the issuance of 61,462,774 shares of GSBD Common Stock pursuant to the Amended and Restated Merger Agreement.

If the closing stock price of GSBD common stock were to increase or decrease by 5%, the Pro Forma Accounting Purchase Price would be approximately $906 million and $820 million, respectively.

The Merger will be accounted for using the asset acquisition method of accounting. Accordingly, the fair value of the consideration paid by GSBD in connection with the Merger will be allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill.

The Merger closed in the fourth quarter of 2020. The prevailing market price of GSBD Common Stock at closing may differ from the price of GSBD Common Stock on which we have based the Pro Forma Accounting Purchase Price. To the extent that the closing sales price of GSBD Common Stock as of immediately prior to closing, adjusted to include a discount to reflect the impact of transfer restrictions applicable to the shares of GSBD Common Stock issued to MMLC stockholders pursuant to the terms of the Merger and the impact of estimated transaction costs expected to be incurred by GSBD (the “Accounting Purchase Price”) does not closely approximate the NAV of GSBD Common Stock at such time, the difference between the Accounting Purchase Price and the fair value of MMLC’s net assets acquired, would result in a purchase premium or discount (henceforth referred to as the “purchase premium (or discount)”). The purchase premium (or discount) will be allocated to the acquired assets and assumed liabilities of MMLC based on their relative fair values as of the closing date. Immediately following the Merger, GSBD will record its investments, including former MMLC investments, at their respective fair values and, as a result, the purchase premium (or discount) allocated to the cost basis of the investments acquired from MMLC will be recognized as unrealized depreciation (or appreciation). The purchase premium (or discount) allocated to the acquired MMLC investments in loans would amortize over the life of the loans through interest income with a corresponding reversal of the initial unrealized depreciation (or appreciation) on the acquired MMLC loans through their ultimate disposition. The purchase premium (or discount) allocated to the acquired MMLC investments in equity securities would not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the acquired MMLC equity securities and disposition of such equity securities at fair value, would be recognized as realized loss (or gain) with a corresponding reversal of the unrealized depreciation (or appreciation) upon disposition of such equity securities.

The following table summarizes the calculation of pro forma purchase price and adjustments to assets acquired and the liabilities assumed based on MMLC’s estimate of relative fair values:


	Goldman Sachs Middle Market Lending Corp.		Pro Forma Adjustments ⁽¹⁾			Pro Forma September 30, 2020
Common stock issued						$	863,159

Total purchase price							863,159

Investments, at fair value	$	1,688,542	$	—		$	1,688,542
Cash and cash equivalents		177,709		—			177,709
Deferred financing costs		1,988		(1,988	)		—
Other assets		12,746		4,000			16,746

Total assets acquired		1,880,985		2,012			1,882,997
Debt		843,219		—			843,219

Other liabilities assumed (including transaction costs)		14,666		78,500			93,166

Total liabilities		857,885		78,500			936,385

Net assets acquired	$	1,023,100	$	(76,488	)	$	946,612

Purchase discount⁽²⁾						$	(83,453)

⁽¹⁾	Pro Forma adjustments are detailed in Note 3 “Preliminary Pro Forma Adjustments.”

⁽²⁾	Purchase discount is allocated to cost of investments acquired after initial recognition of cost at fair value of assets acquired, illustrated in the table below.


	Pro Forma Adjustments
	Goldman Sachs Middle Market Lending Corp. September 30, 2020			Recognition of Cost at Fair Value of Assets Acquired			Purchase Discount			Pro Forma September 30, 2020
Investments, at fair value:
Amortized Cost	$	1,739,572		$	(51,030	)	$	(83,453	)	$	1,605,089
Unrealized appreciation (depreciation) on investments		(51,030	)		51,030			83,453			83,453

	$	1,688,542								$	1,688,542

3. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

(A) The pro forma adjustment to investments at fair value reflects the initial recognition by GSBD of MMLC investments at fair value, a decrease in cost of investments equal to the calculated pro forma purchase discount and a corresponding increase to unrealized appreciation (depreciation) on investments. The pro forma adjustment to interest and dividend income reflects the amortization of the purchase discount resulting from the purchase discount paid in the Merger allocated to the investments in loan securities acquired from MMLC over a period of five years (represents the average remaining term of loan securities acquired) and the corresponding reversal of the unrealized appreciation, described in the preceding sentence, on the loans acquired from MMLC. The adjustment assumes the estimated purchase discount calculated as of September 30, 2020 of $83.5 million equates to the purchase discount if the Merger had occurred on January 1, 2019. Based on these assumptions, Pro Forma Condensed Consolidated Statements of Operations reflect increases to interest income and corresponding reversals of unrealized appreciation.

(B) The pro forma adjustment to deferred financing costs on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities reflects the elimination of $2.0 million of unamortized deferred financing costs associated with the extinguishment of MMLC’s revolving credit facility debt balance on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities, which is offset by the anticipated increase in capacity and amount outstanding under the GSBD existing credit facility (the “GSBD Credit Facility”) following the consummation of the Merger, as discussed below.

In addition, the pro forma adjustment reflects approximately $3.8 million in fees and expenses to be capitalized to deferred financing costs on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities and the corresponding liability to be recorded in other liabilities for the fees and expenses incurred in connection with increasing the borrowing capacity of the GSBD Credit Facility upon consummation of the Merger.

The adjustment of $2.2 million to interest and other debt expenses on the Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2020 includes (i) the elimination of unamortized deferred financing costs associated with MMLC’s revolving credit facility that will not be acquired as part of the Merger; (ii) amortization of deferred financing costs associated with the aforementioned increase of borrowing capacity to the GSBD Credit Facility; and (iii) a recalculation of the interest expense related to MMLC’s outstanding debt balance utilizing the weighted average interest rate of 2.69% as of September 30, 2020 for the GSBD Credit Facility that will remain in place following the consummation of the Merger.

The adjustment of $0.6 million to interest and other debt expenses on the Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2019, includes (i) the elimination of unamortized deferred financing costs associated with MMLC’s revolving credit facility that will not be acquired as part of the Merger; (ii) amortization of deferred financing costs associated with the February 25, 2020 amendment to the GSBD Credit Facility and the aforementioned increase in capacity to the GSBD Credit Facility; (iii) amortization of debt issuance costs associated with the 2025 Notes issuance and the corresponding interest expense; and (iv) a recalculation of the interest expense related to the estimated weighted average debt outstanding of $900.0 million utilizing the weighted average interest rate of 3.64% under the amended terms for the GSBD Credit Facility that will remain in place following the consummation of the Merger.

(C) In the event the Merger is consummated, GSAM shall reimburse each of MMLC and GSBD, in each case in an amount of up to $4.0 million for all fees and expenses incurred and payable by MMLC or on its behalf, on the one hand, and GSBD or on its behalf, on the other hand, in connection with or related to the Merger, the Amended and Restated Merger Agreement and the related transactions (including all documented fees and expenses of counsel, accountants, experts and consultants to MMLC or the MMLC Special Committee, on the one hand, or GSBD or the GSBD Special Committee, on the other hand). An asset equal to the aggregate reimbursement amount of $8.0 million was added to the Pro Forma Condensed Consolidated Statement of Assets and Liabilities.

GSBD’s estimated transaction costs are $7.5 million, for which $1.0 million was capitalized for the year ended December 31, 2019 and an incremental $3.0 million was capitalized for the nine months ended September 30, 2020. Transaction expenses for GSBD are included in other assets on GSBD’s Consolidated Statement of Assets and Liabilities and have been removed as the transaction costs are capitalized in the purchase price. The remaining estimated outstanding transaction costs of $3.5 million were added to the Pro Forma Condensed Consolidated Statements of Assets and Liabilities, within other liabilities. Estimated transaction costs are $ 3.5 million net of GSAM reimbursement, which have been capitalized, as well as utilized for purposes of calculating the exchange ratio.

MMLC’s estimated transaction costs are $7.1 million, for which $1.5 million was expensed for the year ended December 31, 2019 and an incremental $2.1 million was expensed for the nine months ended September 30, 2020. The remaining estimated outstanding transaction costs of $3.5 million were added to the Pro Forma Condensed Consolidated Statements of Assets and Liabilities, within other liabilities. Transaction expenses for MMLC are included in other expenses on MMLC’s Consolidated Statement of Operations and have been removed from the Pro-Forma Condensed Statement of Operations as these are non-recurring expenses.

(D) In addition to the pro forma adjustment made in footnotes (B) and (C), the pro forma adjustment reflects the estimated distribution of approximately $75.0 million to MMLC stockholders relating to the pre-closing period that the MMLC Board will declare prior to the closing, subject to MMLC’s compliance with all applicable regulatory requirements and covenants contained in debt agreements to which MMLC is party or subject.

(E) This pro forma adjustment reflects shares of GSBD Common Stock issued to MMLC stockholders based on an exchange ratio of 1.1415 shares of GSBD Common Stock for each share of MMLC Common Stock held as of September 30, 2020. For purposes of calculating the exchange ratio, the NAV of MMLC as of September 30, 2020 was adjusted by (i) elimination of unamortized deferred financing discussed in footnote (B), (ii) estimated net transaction costs discussed in footnote (C); and (iii) the distribution to MMLC stockholders discussed in footnote (D). New shares of GSBD Common Stock issued equal the adjusted NAV per share of MMLC Common Stock of $17.58 divided by the adjusted NAV per share of GSBD Common Stock as of September 30, 2020 of $15.40. This resulted in an increase in total combined shares outstanding of 7,617,827.

(F) After the Merger, MMLC’s assets will be subject to the Second Amended and Restated Investment Management Agreement, dated June 15, 2018, by and between GSBD and GSAM (the “GSBD Investment Management Agreement”). The adjustments included in the Pro Forma Condensed Consolidated Statements of Operations are to account for differences in the calculation of management and incentive fees between the Investment Management Agreement, dated January 13, 2017, by and between MMLC and GSAM (the “MMLC Investment Management Agreement”) and the GSBD Investment Management Agreement.

In addition, the voluntary management fee waiver for GSBD has been removed from the Pro-Forma Condensed Statement of Operations as this was a non-recurring waiver.

In addition, in connection with the Merger, GSAM has agreed to waive a portion of its incentive fee for nine quarters, commencing with the quarter ending December 31, 2019 through and including the quarter ending December 31, 2021, otherwise payable by GSBD under the GSBD Investment Management Agreement, for each such quarter in an amount sufficient to ensure that GSBD’s net investment income per weighted share outstanding for such quarter is at least $0.48 per share. Because the Incentive Fee Waiver is temporary and short-term, the calculation of incentive fees presented in the Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 do not take into account the Incentive Fee Waiver and has been removed from the Pro-Forma Condensed Statement of Operations.

(G) In addition to the pro forma adjustment made to other expenses in footnote (C) for MMLC transaction expenses, which are included in other expenses on MMLC’s Consolidated Statement of Operations and have been removed from the Pro Forma Condensed Statement of Operations as these are non-recurring expenses, the pro forma adjustment to other expenses reflects the impact of the Merger on professional fees and general and administrative expenses representing cost savings attributable to the Merger.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments

Unaudited

As of September 30, 2020

(In thousands)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
1st Lien Senior Secured Debt
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/16/2023		14,419			14,228			—			—			14,419			14,228		(1)
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/16/2023		—			—			2,193			2,166			2,193			2,166		(1)
A Place For Mom, Inc.	Diversified Consumer Services	4.75%	L + 3.75%; 1.00% Floor		8/10/2024		8,769			7,897			—			—			8,769			7,897
Accuity Delivery Systems, LLC	Health Care Providers & Services	8.00%	L + 7.00%; 1.00% Floor		6/13/2023		9,989			10,424			14,222			14,842			24,211			25,266		^ (1) (2)
Acquia, Inc.	Software	8.00%	L + 7.00%; 1.00% Floor		10/31/2025		12,147			11,993			17,877			17,651			30,024			29,644		(1) (2)
Acquia, Inc.	Software		L + 7.00%; 1.00% Floor		10/31/2025		(22	)		(40	)		(33	)		(58	)		(55	)		(98	)	(1) (2) (3)
Ansira Partners, Inc.	Professional Services	7.50%	L + 6.50% PIK; 1.00% Floor		12/20/2024		4,634			3,865			—			—			4,634			3,865
Ansira Partners, Inc.	Professional Services	7.50%	L + 6.50% PIK; 1.00% Floor		12/20/2024		285			238			—			—			285			238
Apptio, Inc.	IT Services	8.25%	L + 7.25%; 1.00% Floor		1/10/2025		32,198			32,212			45,735			45,755			77,933			77,967		(1) (2)
Apptio, Inc.	IT Services		L + 7.25%; 1.00% Floor		1/10/2025		(32	)		(33	)		(45	)		(47	)		(77	)		(80	)	(1) (2) (3)
Associations, Inc.	Real Estate Management & Development	8.00%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		13,744			13,303			19,582			18,954			33,326			32,257		(1) (2)
Associations, Inc.	Real Estate Management & Development	8.23%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		2,965			2,868			4,224			4,086			7,189			6,954		(1) (2) (3)
Associations, Inc.	Real Estate Management & Development	7.00%	L + 6.00%; 1.00% Floor		7/30/2024		582			563			829			802			1,411			1,365		(1) (2)
ATX Networks Corp.	Communications Equipment	8.75%	L + 7.75% (incl. 1.50% PIK); 1.00% Floor		12/31/2023		7,208			6,352			—			—			7,208			6,352
ATX Networks Corp.	Communications Equipment	8.75%	L + 7.75% (incl. 1.50% PIK); 1.00% Floor		12/31/2023		457			404			—			—			457			404
Badger Sportswear, Inc.	Textiles, Apparel & Luxury Goods	6.25%	L + 5.00%; 1.00% Floor		9/11/2023		7,102			5,363			—			—			7,102			5,363
Barbri, Inc.	Diversified Consumer Services	5.33%	L + 4.25%; 1.00% Floor		12/1/2023		6,225			5,681			—			—			6,225			5,681
BJH Holdings III Corp. (dba Jack’s Family Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/19/2025		6,110			5,916			8,952			8,667			15,062			14,583		(2)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		4,429			4,363			6,468			6,371			10,897			10,734		(1) (2)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		755			721			1,100			1,050			1,855			1,771		(1) (2) (3)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		10,717			10,748			15,702			15,749			26,419			26,497		(2)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		222			223			326			327			548			550		(2)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		177			178			260			260			437			438		(2)
Bullhorn, Inc.	Professional Services		L + 5.75%; 1.00% Floor		9/30/2026		(9	)		(7	)		(13	)		(11	)		(22	)		(18	)	(2) (3)
Bullhorn, Inc.	Professional Services		L + 5.75%; 1.00% Floor		9/30/2026		(10	)		(8	)		(14	)		(12	)		(24	)		(20	)	(2) (3)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		12,403			12,235			29,726			29,324			42,129			41,559		(1) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		10,986			10,896			—			—			10,986			10,896		(1) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		1,859			1,835			4,455			4,399			6,314			6,234		(1) (2)
Businessolver.com, Inc.	Health Care Technology		L + 7.50%; 1.00% Floor		5/15/2023		(17	)		(39	)		(40	)		(94	)		(57	)		(133	)	(1) (2) (3)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		7/1/2024		4,723			4,595			6,884			6,697			11,607			11,292		(1) (2)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		7/1/2024		1,407			1,368			2,051			1,995			3,458			3,363		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		6,825			6,739			10,043			9,916			16,868			16,655		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		2,872			2,837			4,230			4,178			7,102			7,015		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		L + 5.75%; 1.00% Floor		11/14/2025		(15	)		(26	)		(22	)		(39	)		(37	)		(65	)	(1) (2) (3)
Collaborative Imaging, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	7.50%	L + 6.50%; 1.00% Floor		3/28/2025		8,806			8,633			12,566			12,319			21,372			20,952		^^^ (1) (2)
Collaborative Imaging, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	7.50%	L + 6.50%; 1.00% Floor		3/28/2025		6,518			6,404			9,550			9,383			16,068			15,787		^^^ (1) (2)
ConnectWise, LLC	IT Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2025		13,231			13,329			19,464			19,608			32,695			32,937		(1) (2)
ConnectWise, LLC	IT Services		L + 6.00%; 1.00% Floor		2/28/2025		(17	)		(10	)		(26	)		(15	)		(43	)		(25	)	(1) (2) (3)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.00%	L + 7.50%; 1.50% Floor		8/30/2024		20,852			18,020			30,492			26,350			51,344			44,370		(1) (2)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.00%	L + 7.50%; 1.50% Floor		8/30/2024		6,113			5,287			8,962			7,752			15,075			13,039		(1) (2)
CorePower Yoga LLC	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		5/14/2025		9,541			8,215			14,214			12,240			23,755			20,455		(2)
CorePower Yoga LLC	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		5/14/2025		127			34			189			50			316			84		(2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	6.25%	L + 5.25%; 1.00% Floor		10/3/2025		11,304			11,430			16,684			16,870			27,988			28,300		(1) (2)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services		L + 5.25%; 1.00% Floor		10/3/2025		(9	)		—			(14	)		—			(23	)		—		(1) (2) (3)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		3,766			3,738			5,350			5,310			9,116			9,048		(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		3,560			3,533			5,056			5,018			8,616			8,551		(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		537			529			763			751			1,300			1,280		(1) (2) (3)
Diligent Corporation	Professional Services	7.25%	L + 6.25%; 1.00% Floor		8/4/2025		18,147			18,170			25,860			25,892			44,007			44,062		(2)
Diligent Corporation	Professional Services	7.25%	L + 6.25%; 1.00% Floor		8/4/2025		10,124			10,012			14,438			14,279			24,562			24,291		(2)
Diligent Corporation	Professional Services		L + 6.25%; 1.00% Floor		8/4/2025		(25	)		(33	)		(34	)		(45	)		(59	)		(78	)	(2) (3)
DocuTAP, Inc.	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		5/12/2025		23,431			23,255			34,102			33,845			57,533			57,100		(1) (2)
E2open, LLC	Software	6.75%	L + 5.75%; 1.00% Floor		11/26/2024		16,007			15,492			23,864			23,095			39,871			38,587		(2)
Elemica Parent, Inc.	Chemicals	5.73%	L + 5.50%		9/18/2025		2,822			2,682			4,135			3,930			6,957			6,612		(1) (2)
Elemica Parent, Inc.	Chemicals	5.72%	L + 5.50%		9/18/2025		281			262			406			379			687			641		(1) (2) (3)
Elemica Parent, Inc.	Chemicals		L + 5.50%		9/18/2025		(6	)		(39	)		(9	)		(58	)		(15	)		(97	)	(1) (2) (3)
Empirix, Inc.	Diversified Telecommunication Services	7.25%	L + 6.25%; 1.00% Floor		9/25/2024		21,647			21,265			30,870			30,323			52,517			51,588		(1) (2)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 30, 2020

(In thousands)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
Empirix, Inc.	Diversified Telecommunication Services		L + 6.25%; 1.00% Floor		9/25/2023		(14	)		(39	)		(19	)		(54	)		(33	)		(93	)	(1) (2) (3)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		4,221			4,160			6,247			6,157			10,468			10,317		(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		903			890			1,336			1,317			2,239			2,207		(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies		L + 5.50%; 1.00% Floor		12/6/2025		(12	)		(50	)		(18	)		(74	)		(30	)		(124	)	(1) (2) (3)
Fenergo Finance 3 Limited	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		9/5/2024		20,431			20,609			29,040			29,292			49,471			49,901		(1) (2) (4)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(14	)		(15	)		(19	)		(21	)		(33	)		(36	)	(1) (2) (3) (4)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(20	)		(22	)		(30	)		(32	)		(50	)		(54	)	(1) (2) (3) (4)
Foundation Software	Construction & Engineering	10.25%	P + 7.00%; 2.00% Floor		8/31/2027		418			418			418			418			836			836		(2)
Foundation Software	Construction & Engineering		P + 7.00%; 2.00% Floor		8/31/2026		(2	)		(2	)		(2	)		(2	)		(4	)		(4	)	(2) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			(1	)		—			(3	)		—			(4	)	(1) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		4,347			4,252			11,145			10,901			15,492			15,153		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		869			850			2,228			2,178			3,097			3,028		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		549			537			1,408			1,377			1,957			1,914		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		(7	)		(21	)		(19	)		(53	)		(26	)		(74	)	(1) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			3,977			3,864			3,977			3,864		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			2,991			2,905			2,991			2,905		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			2,975			2,891			2,975			2,891		(1)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.02%	L + 6.00%; 1.00% Floor		9/4/2024		9,542			9,268			13,600			13,209			23,142			22,477		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.00%	L + 6.00%; 1.00% Floor		9/4/2024		4,973			4,831			7,020			6,820			11,993			11,651		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.01%	L + 6.00%; 1.00% Floor		9/4/2024		4,783			4,637			6,801			6,593			11,584			11,230		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services		L + 6.00%; 1.00% Floor		9/4/2023		(24	)		(85	)		(34	)		(123	)		(58	)		(208	)	(1) (2) (3)
GH Holding Company (dba Grace Hill)	Real Estate Management & Development	4.65%	L + 4.50%		2/28/2023		7,294			7,166			—			—			7,294			7,166		(1)
GI Revelation Acquisition LLC (dba Consilio)	IT Services	5.15%	L + 5.00%		4/16/2025		4,630			4,460			—			—			4,630			4,460
GK Holdings, Inc. (dba Global Knowledge)	IT Services	9.00%	L + 8.00%; 1.00% Floor		1/20/2021		8,479			4,510			—			—			8,479			4,510
GlobalTranz Enterprises, Inc.	Road & Rail	5.16%	L + 5.00%		5/15/2026		7,495			6,423			11,167			9,569			18,662			15,992		(2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		17,971			17,984			28,621			28,643			46,592			46,627		(1) (2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		139			140			222			224			361			364		(1) (2) (3)
Granicus, Inc.	Software	8.00%	L + 7.00%; 1.00% Floor		8/21/2026		9,032			9,029			13,226			13,221			22,258			22,250		(2)
Granicus, Inc.	Software		L + 7.00%; 1.00% Floor		8/21/2026		(16	)		(16	)		(23	)		(23	)		(39	)		(39	)	(2) (3)
Halo Branded Solutions, Inc.	Commercial Services & Supplies	5.50%	L + 4.50%; 1.00% Floor		6/30/2025		6,393			5,797			—			—			6,393			5,797
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%; 1.00% Floor		7/9/2025		22,869			21,478			34,072			32,000			56,941			53,478		(1) (2)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure		L + 6.75%; 1.00% Floor		7/9/2025		(23	)		(136	)		(34	)		(203	)		(57	)		(339	)	(1) (2) (3)
Hygiena Borrower LLC	Life Sciences Tools & Services	5.00%	L + 4.00%; 1.00% Floor		8/26/2022		12,006			11,828			5,084			5,019			17,090			16,847
Hygiena Borrower LLC	Life Sciences Tools & Services		L + 4.00%; 1.00% Floor		8/26/2022		(8	)		(26	)		(4	)		(11	)		(12	)		(37	)	(3)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		29,470			29,372			41,988			41,849			71,458			71,221		(1) (2)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		5,419			5,409			7,720			7,707			13,139			13,116		(1) (2)
iCIMS, Inc.	Software		L + 6.50%; 1.00% Floor		9/12/2024		(25	)		(33	)		(35	)		(47	)		(60	)		(80	)	(1) (2) (3)
Infinity Sales Group	Media	11.50%	L + 10.50%; 1.00% Floor		11/23/2022		25,579			25,898			—			—			25,579			25,898		(1)
Instructure Holdings	Diversified Consumer Services	8.00%	L + 7.00%; 1.00% Floor		3/24/2026		25,435			25,477			38,142			38,206			63,577			63,683		(1) (2)
Instructure Holdings	Diversified Consumer Services		L + 7.00%; 1.00% Floor		3/24/2026		(23	)		(20	)		(34	)		(30	)		(57	)		(50	)	(1) (2) (3)
Integral Ad Science, Inc.	Interactive Media & Services	8.25%	L + 7.25% (incl. 1.25% PIK); 1.00% Floor		7/19/2024		25,548			24,927			36,403			35,519			61,951			60,446		(1) (2)
Integral Ad Science, Inc.	Interactive Media & Services		L + 6.00%; 1.00% Floor		7/19/2023		(21	)		(68	)		(29	)		(97	)		(50	)		(165	)	(1) (2) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.50%	L + 5.50%; 1.00% Floor		4/2/2025		21,607			21,600			31,500			31,491			53,107			53,091		(1) (2)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		L + 5.50%; 1.00% Floor		4/2/2025		(34	)		(36	)		(49	)		(52	)		(83	)		(88	)	(1) (2) (3)
Iracore International Holdings, Inc.	Energy Equipment & Services	10.00%	L + 9.00%; 1.00% Floor		4/12/2021		2,917			2,910			—			—			2,917			2,910		^ (1)
Jill Acquisition LLC (dba J. Jill)	Specialty Retail	6.00%	L + 5.00%; 1.00% Floor		5/8/2024		6,569			4,476			—			—			6,569			4,476
Kawa Solar Holdings Limited	Construction & Engineering				12/31/2020		3,603			3,181			—			—			3,603			3,181		^ (1) (4) (5)
Kawa Solar Holdings Limited	Construction & Engineering				12/31/2020		2,683			—			—			—			2,683			—		^ (1) (4) (5)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%; 1.00% Floor		10/3/2022		38,519			37,310			49,473			47,920			87,992			85,230		(1) (2)
Lithium Technologies, Inc.	Interactive Media & Services	9.21%	L + 8.00%; 1.00% Floor		10/3/2022		420			333			539			428			959			761		(1) (2) (3)
Mailgun Technologies, Inc.	Interactive Media & Services	6.00%	L + 5.00%; 1.00% Floor		3/26/2025		15,525			15,776			22,628			22,995			38,153			38,771		(1) (2)
Mailgun Technologies, Inc.	Interactive Media & Services		L + 5.00%; 1.00% Floor		3/26/2025		—			—			—			—			—			—		(1) (2) (3)
MedeAnalytics, Inc.	Health Care Technology		L + 6.50%; 1.00% Floor		10/9/2026		—			—			—			—			—			—		(2) (3)
Mervin Manufacturing, Inc.	Leisure Products	8.50%	L + 7.50%; 1.00% Floor		9/30/2022		10,830			10,236			—			—			10,830			10,236		(1)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		20,244			20,248			29,059			29,064			49,303			49,312		(1) (2)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		1,867			1,865			2,651			2,647			4,518			4,512		(1) (2) (3)
MRI Software LLC	Real Estate Management & Development	6.50%	L + 5.50%; 1.00% Floor		2/10/2026		8,728			8,498			13,901			13,534			22,629			22,032
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(5	)		(12	)		(7	)		(20	)		(12	)		(32	)	(3)
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(6	)		(22	)		(9	)		(35	)		(15	)		(57	)	(3)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		8,354			8,175			7,787			7,620			16,141			15,795		(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		3,895			3,831			5,842			5,747			9,737			9,578		(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		785			771			867			851			1,652			1,622		(1) (2)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 30, 2020

(In thousands)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
Netvoyage Corporation (dba NetDocuments)	Software		L + 7.75%; 1.00% Floor		3/24/2022		(4	)		(21	)		(4	)		(20	)		(8	)		(41	)	(1) (2) (3)
Output Services Group, Inc.	Diversified Consumer Services	4.69%	L + 4.50%; 1.00% Floor		3/27/2024		3,900			2,803			—			—			3,900			2,803
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		3,209			3,053			—			—			3,209			3,053		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		1,744			1,659			—			—			1,744			1,659		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		1,710			1,630			—			—			1,710			1,630		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		921			877			—			—			921			877		(1)
Picture Head Midco LLC	Entertainment	8.25%	L + 7.25% (incl. 0.5% PIK); 1.00% Floor		8/31/2023		18,132			16,778			27,004			24,995			45,136			41,773		(1) (2)
PlanSource Holdings, Inc.	Health Care Technology	7.25%	L + 6.25%; 1.00% Floor		4/22/2025		22,415			21,983			33,396			32,752			55,811			54,735		(1) (2)
PlanSource Holdings, Inc.	Health Care Technology		L + 6.25%; 1.00% Floor		4/22/2025		(48	)		(110	)		(72	)		(164	)		(120	)		(274	)	(1) (2) (3)
Power Stop, LLC	Auto Components	4.65%	L + 4.50%		10/19/2025		7,453			7,094			10,689			10,174			18,142			17,268		(2)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		1/2/2025		11,531			11,156			16,906			16,356			28,437			27,512		(1) (2)
Professional Physical Therapy	Health Care Providers & Services	9.58%	L + 8.50% (incl. 2.50% PIK); 1.00% Floor		12/16/2022		5,328			5,155			—			—			5,328			5,155		(1)
Project Eagle Holdings, LLC	Aerospace & Defense	9.25%	L + 8.25%; 1.00% Floor		7/6/2026		441			441			441			441			882			882		(2)
Project Eagle Holdings, LLC	Aerospace & Defense		L + 8.25%; 1.00% Floor		7/6/2026		(1	)		(1	)		(1	)		(1	)		(2	)		(2	)	(2) (3)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	6.50%	L + 5.50%; 1.00% Floor		10/15/2025		11,621			10,796			17,115			15,901			28,736			26,697		(2)
Purfoods, LLC	Health Care Providers & Services	7.25%	L + 6.25%; 1.00% Floor		8/12/2026		293			293			293			293			586			586		(2)
Purfoods, LLC	Health Care Providers & Services		L + 6.25%; 1.00% Floor		8/12/2026		(2	)		(3	)		(2	)		(3	)		(4	)		(6	)	(2) (3)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	5.50%	L + 4.50%; 1.00% Floor		6/21/2025		8,893			8,595			13,250			12,806			22,143			21,401		(1) (2)
Riverpoint Medical, LLC	Health Care Equipment & Supplies		L + 4.50%; 1.00% Floor		6/21/2025		(7	)		(62	)		(10	)		(92	)		(17	)		(154	)	(1) (2) (3)
Selectquote, Inc.	Insurance	7.00%	L + 6.00%; 1.00% Floor		11/5/2024		8,044			8,182			11,878			12,082			19,922			20,264		(2)
SF Home Décor, LLC (dba SureFit Home Décor)	Household Products	10.75%	L + 9.75%; 1.00% Floor		7/13/2022		18,342			16,822			23,142			21,224			41,484			38,046		(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.00%	L + 8.00%; 1.00% Floor		12/18/2020		5,943			5,921			8,845			8,813			14,788			14,734		(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.00%	L + 8.00%; 1.00% Floor		12/18/2020		1,843			1,833			2,743			2,729			4,586			4,562		(1) (2) (6)
SMS Systems Maintenance Services, Inc.	IT Services	6.00%	L + 5.00%; 1.00% Floor		10/30/2023		3,231			2,537			—			—			3,231			2,537
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.75%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		10,475			9,339			14,950			13,329			25,425			22,668		(1) (2)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.84%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		760			677			1,087			969			1,847			1,646		(1) (2)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.97%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		384			340			546			484			930			824		(1) (2)
Syntellis Performance Solutions, LLC	Health Care Technology	9.00%	L + 8.00%; 1.00% Floor		8/2/2027		407			407			407			407			814			814		(1) (2)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	6.25%	L + 5.25%; 1.00% Floor		8/15/2025		10,713			10,470			15,615			15,261			26,328			25,731		(1) (2)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services		L + 5.25%; 1.00% Floor		8/15/2025		(23	)		(65	)		(33	)		(95	)		(56	)		(160	)	(1) (2) (3)
Tronair Parent Inc.	Air Freight & Logistics	5.75%	L + 4.75%; 1.00% Floor		9/8/2023		6,689			5,242			—			—			6,689			5,242
U.S. Acute Care Solutions, LLC	Health Care Providers & Services	7.00%	L + 6.00%; 1.00% Floor		5/17/2021		6,277			5,722			—			—			6,277			5,722
US Med Acquisition, Inc.	Health Care Equipment & Supplies	9.00%	L + 8.00%; 1.00% Floor		8/13/2021		29,303			28,823			—			—			29,303			28,823		(1)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%; 1.00% Floor		7/2/2025		12,701			12,247			18,693			18,025			31,394			30,272		(2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	6.75%	L + 5.75%; 1.00% Floor		3/21/2025		10,512			10,516			15,764			15,770			26,276			26,286		(1) (2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	8.00%	P + 4.75%; 2.00% Floor		3/21/2025		102			102			153			153			255			255		(1) (2) (3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	7.50%	L + 6.50%; 1.00% Floor		3/31/2023		18,395			18,411			9,867			9,851			28,262			28,262		(1)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		L + 6.50%; 1.00% Floor		3/31/2022		(6	)		(7	)		(1	)		(2	)		(7	)		(9	)	(1) (3)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		10,026			9,784			14,690			14,336			24,716			24,120		(1) (2)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		514			488			753			716			1,267			1,204		(1) (2) (3)
WebPT, Inc.	Health Care Technology		L + 6.75%; 1.00% Floor		8/28/2024		(10	)		(51	)		(15	)		(75	)		(25	)		(126	)	(1) (2) (3)
Wine.com, LLC	Beverages	8.00%	L + 7.00%; 1.00% Floor		11/14/2024		6,305			6,384			8,866			8,977			15,171			15,361		(1) (2)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development	7.00%	L + 6.00%; 1.00% Floor		6/13/2025		31,174			31,377			46,445			46,748			77,619			78,125		(1) (2) (4)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development		L + 6.00%; 1.00% Floor		6/13/2025		(50	)		(32	)		(74	)		(47	)		(124	)		(79	)	(1) (2) (3) (4)
WorkForce Software, LLC	Software	7.50%	L + 6.50%; 1.00% Floor		7/31/2025		8,632			8,560			12,582			12,477			21,214			21,037		(1) (2)
WorkForce Software, LLC	Software		L + 6.50%; 1.00% Floor		7/31/2025		(12	)		(19	)		(18	)		(28	)		(30	)		(47	)	(1) (2) (3)
Wrike, Inc.	Professional Services	7.75%	L + 6.75%; 1.00% Floor		12/31/2024		22,341			22,704			31,744			32,260			54,085			54,964		(1) (2)
Wrike, Inc.	Professional Services		L + 6.75%; 1.00% Floor		12/31/2024		(23	)		—			(33	)		—			(56	)		—		(1) (2) (3)
Xactly Corporation	IT Services	8.25%	L + 7.25%; 1.00% Floor		7/29/2022		26,925			26,698			34,533			34,242			61,458			60,940		(1) (2)
Xactly Corporation	IT Services		L + 7.25%; 1.00% Floor		7/29/2022		(13	)		(30	)		(16	)		(38	)		(29	)		(68	)	(1) (2) (3)
Yasso, Inc.	Food Products	8.75%	L + 7.75%; 1.00% Floor		3/23/2022		7,905			7,960			7,297			7,348			15,202			15,308		(1) (2)

TOTAL FIRST LIEN SENIOR SECURED							1,121,283			1,080,514			1,320,702			1,290,854			2,441,985			2,371,368

1st Lien/Last-Out Unitranche
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		11,656			11,603			26,741			26,618			38,397			38,221		(1) (2)
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		612			609			21,930			21,816			22,542			22,425		(1) (2)
RugsUSA, LLC	Household Products	7.00%	L + 6.00%; 1.00% Floor		4/30/2023		5,796			5,799			8,267			8,272			14,063			14,071		(1) (2)
Smarsh, Inc.	Interactive Media & Services	8.88%	L + 7.88%; 1.00% Floor		3/31/2021		17,090			16,964			43,607			43,313			60,697			60,277		(1) (2)

TOTAL FIRST LIEN/LAST-OUT UNITRANCHE⁽⁷⁾							35,154			34,975			100,545			100,019			135,699			134,994

2nd Lien Senior Secured Debt
American Dental Partners, Inc.	Health Care Providers & Services	9.50%	L + 8.50%; 1.00% Floor		9/25/2023		5,660			5,279			5,261			4,906			10,921			10,185		(1) (2)
ASC Acquisition Holdings, LLC	Distributors	7.00%	L + 7.00% PIK		11/14/2025		7,754			7,364			—			—			7,754			7,364		^ (1)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 30, 2020

(In thousands)


						Actual				Actual
						Goldman Sachs BDC, Inc.				Goldman Sachs Middle Market Lending Corp.				Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost			Fair Value		Footnotes
Bolttech Mannings, Inc.	Commercial Services & Supplies	8.25%	L + 8.00% PIK		11/20/2022		12,820		12,763		—		—		12,820			12,763	^^ (1)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		11.00% PIK		5/11/2026		—		—		11,847		—		11,847			—	(1) (2) (8)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products	10.00% PIK	10.00% PIK		11/11/2025		—		—		10,750		9,933		10,750			9,933	(1) (2)
ERC Finance, LLC (dba Eating Recovery Center)	Health Care Providers & Services	9.22%	L + 8.22%; 1.00% Floor		9/22/2025		19,484		19,107		24,994		24,511		44,478			43,618	(1) (2)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.80%	L + 7.50%		7/31/2025		6,868		6,335		9,811		9,050		16,679			15,385	(1) (2)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.80%	L + 7.50%		7/31/2025		1,763		1,629		2,448		2,263		4,211			3,892	(1) (2)
GK Holdings, Inc. (dba Global Knowledge)	IT Services		L + 12.25%; 1.00% Floor		1/20/2022		2,977		750		—		—		2,977			750	(8)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		1,837		1,795		2,617		2,557		4,454			4,352	(1)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		96		94		137		134		233			228	(1)
ICP Industrial, Inc.	Chemicals	9.25%	L + 8.25%; 1.00% Floor		5/3/2024		20,080		19,686		28,447		27,888		48,527			47,574	(1) (2)
IHS Intermediate Inc. (dba Interactive Health Solutions)	Health Care Providers & Services		L + 8.25%; 1.00% Floor		7/20/2022		9,902		—		—		—		9,902			—	(1) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	9.50%	L + 8.50%; 1.00% Floor		12/22/2024		—		—		21,514		21,298		21,514			21,298	(1) (2)
Market Track, LLC	Media	8.75%	L + 7.75%; 1.00% Floor		6/5/2025		21,751		21,201		19,595		19,100		41,346			40,301	(1) (2)
MPI Engineered Technologies, LLC	Auto Components	12.00% PIK	12.00% PIK		7/15/2025		13,580		12,154		—		—		13,580			12,154	(1)
MPI Products LLC	Auto Components				7/15/2025		—		—		—		—		—			—	(1) (5)
National Spine and Pain Centers, LLC	Health Care Providers & Services	9.25%	L + 8.25%; 1.00% Floor		12/2/2024		18,730		18,288		17,063		16,660		35,793			34,948	(1) (2)
Odyssey Logistics & Technology Corporation	Road & Rail	9.00%	L + 8.00%; 1.00% Floor		10/12/2025		18,416		15,539		26,191		22,100		44,607			37,639	(2)
SMB Shipping Logistics, LLC (dba Worldwide Express)	Air Freight & Logistics	9.00%	L + 8.00%; 1.00% Floor		2/3/2025		41,174		39,062		24,704		23,437		65,878			62,499	(1) (2)
Spectrum Plastics Group, Inc.	Containers & Packaging	8.00%	L + 7.00%; 1.00% Floor		1/31/2026		6,225		5,135		6,255		5,160		12,480			10,295	(2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.75%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		9,609		9,166		9,609			9,166	(1) (2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.75%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		1,570		1,497		1,570			1,497	(1) (2)
Xcellence, Inc. (dba Xact Data Discovery)	IT Services	9.75%	L + 8.75%; 1.00% Floor		6/22/2024		—		—		25,641		24,860		25,641			24,860	(1) (2)
YI, LLC (dba Young Innovations)	Health Care Equipment & Supplies	8.75%	L + 7.75%; 1.00% Floor		11/7/2025		14,905		13,712		21,140		19,448		36,045			33,160	(1) (2)
Zep Inc.	Chemicals	9.25%	L + 8.25%; 1.00% Floor		8/11/2025		23,381		18,594		29,963		23,828		53,344			42,422	(2)

TOTAL SECOND LIEN							247,403		218,487		299,557		267,796		546,960			486,283

Unsecured Debt
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense	12.00% PIK			3/6/2021		4,327		4,327		—		—		4,327			4,327	^ (1)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense	12.00% PIK			3/6/2021		1,888		1,888		—		—		1,888			1,888	^ (1)
Conergy Asia & ME Pte. LTD.	Construction & Engineering				6/30/2021		1,119		996		—		—		1,119			996	^ (1) (4) (5)

TOTAL UNSECURED DEBT							7,334		7,211		—		—		7,334			7,211

Preferred Stock
Accuity Delivery Systems, LLC	Health Care Providers & Services						3,200		6,313		4,500		8,878		7,700			15,191	^ (1) (2) (5) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						10,186		30,125		—		—		10,186			30,125	^ (1) (5) (9)
Conergy Asia Holdings, Ltd.	Construction & Engineering						600		—		—		—		600			—	^ (1) (4) (5) (9)
Exostar LLC - Class A	Aerospace & Defense						10		10		10		10		20			20	(2) (5) (9)
Foundation Software	Construction & Engineering						11		11		11		11		22			22	(2) (5) (9)
Kawa Solar Holdings Limited	Construction & Engineering		8.00% PIK				778		—		—		—		778			—	^ (1) (4) (8) (9)
Wine.com, LLC	Beverages						1,900		4,685		2,700		6,657		4,600			11,342	(1) (2) (5) (9)

TOTAL PREFERRED STOCK							16,685		41,144		7,221		15,556		23,906			56,700

Common Stock
ASC Acquisition Holdings, LLC	Distributors						125		209		—		—		125			209	^ (1) (5) (9)
ASC Acquisition Holdings, LLC	Distributors						13,745		10,083		—		—		13,745			10,083	^ (1) (5) (9)
Bolttech Mannings, Inc.	Commercial Services & Supplies						14,885		6,656		—		—		14,885			6,656	^^ (1) (5) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						2,393		12,314		—		—		2,393			12,314	^ (1) (5) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B	Health Care Providers & Services						1,141		1,349		1,580		1,868		2,721			3,217	^^^ (1) (2) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units	Health Care Providers & Services						159		270		220		374		379			644	^^^ (1) (2) (4) (5) (9)
Conergy Asia Holdings, Ltd.	Construction & Engineering						4,700		—		—		—		4,700			—	^ (1) (4) (5) (9)
Country Fresh Holding Company Inc.	Food Products						839		41		1,053		52		1,892			93	(1) (2) (5) (9)
Elah Holdings, Inc.	Capital Markets						2,234		2,234		3,163		3,162		5,397			5,396	^ (1) (2) (5) (9)
Exostar LLC - Class B	Aerospace & Defense						—		—		—		—		—			—	(2) (5) (9)
Foundation Software - Class B	Construction & Engineering						—		—		—		—		—			—	(2) (5) (9)
Iracore International Holdings, Inc.	Energy Equipment & Services						7,003		7,824		—		—		7,003			7,824	^ (1) (5) (9)
Jill Acquisition LLC (dba J. Jill)	Specialty Retail						56		51		—		—		56			51	(5) (9)
Kawa Solar Holdings Limited	Construction & Engineering						—		—		—		—		—			—	^ (1) (4) (5) (9)
National Spine and Pain Centers, LLC	Health Care Providers & Services						600		358		500		298		1,100			656	(1) (2) (5) (9)
Prairie Provident Resources, Inc.	Oil, Gas & Consumable Fuels						9,237		40		—		—		9,237			40	^^^ (4) (5)
Wrike, Inc.	Professional Services						2,165		5,645		3,075		8,018		5,240			13,663	(1) (2) (5) (9)
Yasso, Inc.	Food Products						850		586		790		545		1,640			1,131	(1) (2) (5) (9)

TOTAL COMMON STOCK							60,132		47,660		10,381		14,317		70,513			61,977

ASC Acquisition Holdings, LLC	Distributors						756		1,204		—		—		756			1,204	^ (1) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		1,036		—		1,036			—	(1) (2) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		108		—		108			—	(1) (2) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		22		—		22			—	(1) (2) (9)

TOTAL WARRANTS							756		1,204		1,166		0		1,922			1,204

Total investment before Pro Forma Adjustments							1,488,747		1,431,195		1,739,572		1,688,542		3,228,319			3,119,737

Estimated Purchase Price Allocation Adjustment Before Purchase Discount															(51,030	)

Estimated Purchase Discount Adjustment															(83,453	)

TOTAL INVESTMENTS (10)															3,093,836

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 30, 2020

(In thousands)

^*	Assets are pledged as collateral for the GSBD Credit Facility.

⁽⁺⁾

The Pro Forma Condensed Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of September 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.36%, 0.26%, 0.23%, 0.19%, 0.15% and 0.10%, respectively. As of September 30, 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 September 30, 2020.

^{^}	As defined in the 1940 Act, the investment is deemed to be an “affiliated person” of the combined company because the combined company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities.

^{^^}

As defined in the 1940 Act, the investment is deemed to be a “controlled affiliated person” of the combined company because the combined company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

^{^^^}

The portfolio company is otherwise deemed to be an “affiliated person” of the combined company under the 1940 Act.

⁽¹⁾	The fair value of the investment was determined using significant unobservable inputs.

⁽²⁾	Represent co-investments made with the combined company’s affiliates in accordance with the terms of the exemptive relief that the combined company received from the SEC.

⁽³⁾

⁽⁴⁾	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The combined company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the combined company’s total assets.

⁽⁵⁾	Non-income producing security.

⁽⁶⁾	The investment includes an exit fee that is receivable upon repayment of the loan.

⁽⁷⁾

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

⁽⁸⁾	The investment is on non-accrual status as of September 30, 2020.

⁽⁹⁾	Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities” under the Securities Act. The acquisition dates of the restricted securities are as follows:


Investment	Acquisition Date
ASC Acquisition Holdings, LLC - Warrants		08/14/2020
ASC Acquisition Holdings, LLC - Common Stock		08/14/2020
ASC Acquisition Holdings, LLC - Common Stock		08/14/2020
Accuity Delivery Systems, LLC - Preferred Stock		06/13/2018
Bolttech Mannings, Inc. - Common Stock		12/22/2017
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Preferred Stock		07/01/2016
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Common Stock		07/01/2016
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B - Common Stock		03/30/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units - Common Stock		03/30/2018
Conergy Asia Holdings, Ltd. - Common Stock		07/31/2017
Conergy Asia Holdings, Ltd. - Preferred Stock		08/23/2017
Country Fresh Holding Company Inc. - Common Stock		04/29/2019
Elah Holdings, Inc. - Common Stock		05/09/2018
Exostar LLC - Class A - Preferred Stock		07/06/2020
Exostar LLC - Class B - Common Stock		07/06/2020
Foundation Software - Preferred Stock		08/31/2020
Foundation Software - Class B - Common Stock		08/31/2020
Iracore International Holdings, Inc. - Common Stock		04/13/2017
Jill Acquisition LLC (dba J. Jill) - Common Stock		09/30/2020
Kawa Solar Holdings Limited - Common Stock		08/17/2016
Kawa Solar Holdings Limited - Preferred Stock		10/25/2016
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) – Warrants		06/22/2020
National Spine and Pain Centers, LLC - Common Stock		06/02/2017
Wine.com, LLC - Preferred Stock		11/14/2018
Wrike, Inc. - Common Stock		12/31/2018
Yasso, Inc. - Common Stock		03/23/2017

⁽¹⁰⁾	Total investments excludes investment in a money market fund, if any, managed by an affiliate of Group Inc. As of September 30, 2020, the combined company’s investment in an affiliated Money Market Fund is $258,030. The annualized seven-day yield as of September 30, 2020 is 0.00%.

PIK – Payment-In-Kind

GOLDMAN SACHS BDC, INC.

(Registrant)

Date: November 19, 2020

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Financial Officer and Treasurer