8-K

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): March 14, 2024

Goldman Sachs Private Middle Market Credit II LLC

(Exact name of registrant as specified in its charter)

Delaware

814-01307

83-3053002

(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: (312) 655-4419

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

None

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 1.01 – Entry into a Material Definitive Agreement.

On March 14, 2024, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), a wholly-owned subsidiary of Goldman Sachs Private Middle Market Credit II LLC (the “Company”), entered into a fifth amendment (the “Fifth Amendment”) to the Amended and Restated Loan and Security Agreement, dated March 5, 2021, as amended by the first amendment thereto, dated August 17, 2021, by the second amendment thereto, dated October 29, 2021, by the third amendment thereto, dated February 15, 2022, and by the fourth amendment thereto, dated September 14, 2023, (as so amended and as further amended by the Fifth Amendment, the “Amended and Restated Loan and Security Agreement”), among SPV, the Company, JPMorgan Chase Bank, National Association, as administrative agent and lender, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as securities intermediary. The Fifth Amendment (i) transitioned the interest rate benchmark for loans denominated in Canadian Dollars from CDOR to Term CORRA, (ii) revised the lender consent thresholds for certain amendments, waivers and consents, (iii) removed the Concentration Limitation on Delayed Funding Term Loans and Revolving Loans, and (iv) modified certain other customary representations, warranties and covenants.

Capitalized terms used in the foregoing paragraph but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan and Security Agreement.

The foregoing description is only a summary of the material provisions of the Amended and Restated Loan and Security Agreement and is qualified in its entirety by reference to a copy of the Amended and Restated Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

10.1		Fifth Amendment to Amended and Restated Loan and Security Agreement, dated March 14, 2024, by and among SPV, as borrower, the Company, as its portfolio manager, JPMorgan Chase Bank, National Association as lender and administrative agent for the lenders thereunder, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as securities intermediary.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC (Registrant)

Date: March 20, 2024	By:	/s/ Alex Chi
	Name:	Alex Chi
	Title:	Co-Chief Executive Officer and Co-President

	By:	/s/ David Miller
	Name:	David Miller
	Title:	Co-Chief Executive Officer and Co-President