Historical unaudited consolidated financial statements

EX-99.2 3 d22945dex992.htm HISTORICAL UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Historical unaudited consolidated financial statements

Exhibit 99.2

GOLDMAN SACHS MIDDLE MARKET LENDING CORP.


INDEX	PAGE
FINANCIAL INFORMATION
Financial Statements
Consolidated Statements of Assets and Liabilities as of June 30, 2020 (Unaudited) and December 31, 2019		1
Consolidated Statements of Operations for the three and six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)		2
Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)		3
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)		4
Consolidated Schedules of Investments as of June 30, 2020 (Unaudited) and December 31, 2019		5
Notes to the Consolidated Financial Statements (Unaudited)		17

FINANCIAL INFORMATION

Goldman Sachs Middle Market Lending Corp.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	June 30, 2020 (Unaudited)			December 31, 2019
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,708,569 and $1,656,685)	$	1,625,388		$	1,633,562
Non-controlled affiliated investments (cost of $45,766 and $45,702)		50,390			49,598
Investments in affiliated money market fund (cost of $117,788 and $-)		117,788			—
Cash		18,463			13,393
Receivable for investments sold		200			41
Interest and dividends receivable		10,416			7,022
Deferred financing costs		2,335			2,617
Unrealized appreciation on foreign currency forward contracts		45			46
Other assets		227			96

Total assets	$	1,825,252		$	1,706,375

Liabilities
Debt	$	840,872		$	729,986
Interest and other debt expenses payable		453			713
Management fees payable		3,524			3,520
Incentive fees payable		—			3,419
Distribution payable		—			21,272
Directors’ fees payable		97			—
Accrued expenses and other liabilities		2,941			2,676

Total liabilities	$	847,887		$	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 June 30, 2020 and December 31, 2019)		54			51
Paid-in capital in excess of par		1,034,279			972,476
Distributable earnings		(56,968	)		(27,738	)

TOTAL NET ASSETS	$	977,365		$	944,789

TOTAL LIABILITIES AND NET ASSETS	$	1,825,252		$	1,706,375

Net asset value per share	$	18.15		$	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 Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	36,820		$	34,509		$	75,386		$	63,884
Other income		277			545			608			967

Total investment income from non-controlled/non-affiliated investments		37,097			35,054			75,994			64,851
From non-controlled affiliated investments:
Interest income		765			665			1,568			1,332
Dividend income		51			55			58			91
Other income		59			6			66			13

Total investment income from non-controlled affiliated investments		875			726			1,692			1,436

Total investment income	$	37,972		$	35,780		$	77,686		$	66,287

Expenses:
Interest and other debt expenses	$	6,154		$	5,057		$	13,600		$	9,468
Management fees		3,524			3,429			7,025			6,656
Incentive fees		—			5,372			—			11,340
Professional fees		1,080			452			2,017			735
Administration, custodian and transfer agent fees		586			552			1,165			1,070
Directors’ fees		107			108			213			213
Other expenses		343			310			660			514

Total expenses	$	11,794		$	15,280		$	24,680		$	29,996

NET INVESTMENT INCOME BEFORE TAXES	$	26,178		$	20,500		$	53,006		$	36,291

Income tax expense (benefit), including excise tax	$	—		$	6		$	—		$	(1	)

NET INVESTMENT INCOME AFTER TAXES	$	26,178		$	20,494		$	53,006		$	36,292

Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	—		$	(10,559	)	$	226		$	(10,561	)
Foreign currency forward contracts		72			—			110			12
Foreign currency transactions		(31	)		35			(27	)		38
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		32,199			5,532			(60,058	)		(4,188	)
Non-controlled affiliated investments		411			1,123			728			1,537
Foreign currency forward contracts		(111	)		(63	)		(1	)		45
Foreign currency translations		(956	)		(726	)		(77	)		417

Net realized and unrealized gains (losses)	$	31,584		$	(4,658	)	$	(59,099	)	$	(12,700	)

(Provision) benefit for taxes on realized gain/loss on investments	$	—		$	100		$	—		$	100
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(91	)		(340	)		16			(443	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	57,671		$	15,596		$	(6,077	)	$	23,249

Weighted average shares outstanding		53,844,947			47,386,851			52,871,029			45,373,734
Net investment income per share (basic and diluted)	$	0.49		$	0.43		$	1.00		$	0.80
Earnings (loss) per share (basic and diluted)	$	1.07		$	0.33		$	(0.11	)	$	0.51

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 Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Net assets at beginning of period	$	919,694		$	891,925		$	944,789		$	820,154
Increase (decrease) in net assets resulting from operations:
Net investment income	$	26,178		$	20,494		$	53,006		$	36,292
Net realized gain (loss)		41			(10,524	)		309			(10,511	)
Net change in unrealized appreciation (depreciation)		31,543			5,866			(59,408	)		(2,189	)
(Provision) benefit for taxes on realized gain/loss on investments		—			100			—			100
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(91	)		(340	)		16			(443	)

Net increase (decrease) in net assets resulting from operations	$	57,671		$	15,596		$	(6,077	)	$	23,249

Distributions to stockholders from:
Distributable earnings	$	—		$	(20,335	)	$	(23,153	)	$	(38,827	)

Total distributions to stockholders	$	—		$	(20,335	)	$	(23,153	)	$	(38,827	)

Capital transactions:
Issuance of common shares	$	—		$	41,545		$	61,806		$	124,155

Net increase (decrease) in net assets resulting from capital transactions	$	—		$	41,545		$	61,806		$	124,155

TOTAL INCREASE (DECREASE) IN NET ASSETS	$	57,671		$	36,806		$	32,576		$	108,577

Net assets at end of period	$	977,365		$	928,731		$	977,365		$	928,731

Distributions declared per share	$	—		$	0.43		$	0.43		$	0.86

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 Six Months Ended
	June 30, 2020			June 30, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations:	$	(6,077	)	$	23,249
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(145,375	)		(418,208	)
Payment-in-kind interest capitalized		(771	)		(537	)
Investments in affiliated money market fund, net		(117,788	)		—
Proceeds from sales of investments and principal repayments		98,245			109,193
Net realized (gain) loss		(220	)		10,561
Net change in unrealized (appreciation) depreciation on investments		59,330			2,651
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		(8	)		(47	)
Amortization of premium and accretion of discount, net		(3,827	)		(3,302	)
Amortization of deferred financing costs		712			600
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(159	)		66
(Increase) decrease in interest and dividends receivable		(3,394	)		(739	)
(Increase) decrease in other assets		(131	)		157
Increase (decrease) in interest and other debt expenses payable		(260	)		(42	)
Increase (decrease) in management fees payable		4			530
Increase (decrease) in incentive fees payable		(3,419	)		1,860
Increase (decrease) in directors’ fees payable		97			103
Increase (decrease) in accrued expenses and other liabilities		265			(48	)

Net cash provided by (used for) operating activities	$	(122,776	)	$	(273,953	)

Cash flows from financing activities:
Proceeds from issuance of common stock	$	61,806		$	124,155
Distributions paid		(44,425	)		(34,682	)
Financing costs paid		(430	)		(148	)
Borrowings on debt		238,086			377,785
Repayments of debt		(127,200	)		(197,150	)

Net cash provided by (used for) financing activities	$	127,837		$	269,960

Net increase (decrease) in cash		5,061			(3,993	)
Effect of foreign exchange rate changes on cash and cash equivalents		9			2
Cash, beginning of period		13,393			15,010

Cash, end of period	$	18,463		$	11,019

Supplemental and non-cash activities
Interest expense paid	$	12,859		$	8,413
Accrued but unpaid excise tax expense	$	—		$	8
Accrued but unpaid distributions	$	—		$	20,335
Exchange of investments	$	11,852		$	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 June 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- 131.81% #
3SI Security Systems, Inc.⁽¹⁾	Commercial Services & Supplies		6.75	%	L + 5.75%; 1.00% Floor		06/16/2023	$	2,238	$	2,218		$	2,171
Accuity Delivery Systems, LLC^{^ (1) (2)}	Health Care Providers & Services		8.32	%	L + 7.00%; 1.00% Floor		06/13/2023		14,480		14,200			14,625
Acquia, Inc.^{(1) (2)}	Software		8.00	%	L + 7.00%; 1.00% Floor		10/31/2025		18,197		17,865			17,606
Acquia, Inc.^{(1) (2) (3)}	Software				L + 7.00%; 1.00% Floor		10/31/2025		1,946		(35	)		(63	)
Apptio, Inc.⁽²⁾	IT Services		8.25	%	L + 7.25%; 1.00% Floor		01/10/2025		46,452		45,701			44,826
Apptio, Inc.^{(2) (3)}	IT Services				L + 7.25%; 1.00% Floor		01/10/2025		3,160		(48	)		(111	)
Associations, Inc.^{(1) (2)}	Real Estate Management & Development		8.46	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		19,596		19,424			18,812
Associations, Inc.^{(1) (2) (3)}	Real Estate Management & Development		8.46	%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		07/30/2024		4,291		3,042			2,907
Associations, Inc.^{(1) (2)}	Real Estate Management & Development		7.46	%	L + 6.00%; 1.00% Floor		07/30/2024		836		829			802
Axiom Software^{(2) (3)}	Health Care Technology						07/31/2027		419		—			—
Axiom Software^{(2) (3)}	Health Care Technology						07/31/2026		66		—			—
BJH Holdings III Corp. (dba Jack’s Family Restaurants)⁽²⁾	Hotels, Restaurants & Leisure		6.75	%	L + 5.75%; 1.00% Floor		08/19/2025		9,051		8,971			8,327
Brillio, LLC^{(1) (2)}	IT Services		5.75	%	L + 4.75%; 1.00% Floor		02/06/2025		6,534		6,481			6,305
Brillio, LLC^{(1) (2) (3)}	IT Services		5.75	%	L + 4.75%; 1.00% Floor		02/06/2025		2,200		1,100			1,023
Bullhorn, Inc.^{(1) (2)}	Professional Services		6.57	%	L + 5.50%; 1.00% Floor		10/01/2025		16,029		15,813			15,548
Bullhorn, Inc.^{(1) (2)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		10/01/2025		799		788			775
Bullhorn, Inc.^{(1) (2)}	Professional Services		6.57	%	L + 5.50%; 1.00% Floor		10/01/2025		265		261			257
Bullhorn, Inc.^{(1) (2) (3)}	Professional Services		6.57	%	L + 5.50%; 1.00% Floor		10/01/2025		1,065		185			167
Businessolver.com, Inc.^{(1) (2)}	Health Care Technology		8.50	%	L + 7.50%; 1.00% Floor		05/15/2023		30,076		29,697			28,948
Businessolver.com, Inc.^{(1) (2)}	Health Care Technology		8.50	%	L + 7.50%; 1.00% Floor		05/15/2023		4,511		4,450			4,342
Businessolver.com, Inc.^{(1) (2) (3)}	Health Care Technology				L + 7.50%; 1.00% Floor		05/15/2023		3,760		(44	)		(141	)
CFS Management, LLC (dba Center for Sight Management)^{(1) (2)}	Health Care Providers & Services		7.34	%	L + 5.75%; 1.00% Floor		07/01/2024		6,957		6,899			6,609
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		(17	)		(103	)
Chronicle Bidco Inc. (dba Lexitas)^(1) (2)	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		11/14/2025		10,249		10,061			9,915
Chronicle Bidco Inc. (dba Lexitas)^{(1) (2) (3)}	Professional Services		6.75	%	L + 5.75%; 1.00% Floor		11/14/2025		4,318		2,265			2,186
Chronicle Bidco Inc. (dba Lexitas)^{(1) (2) (3)}	Professional Services				L + 5.75%; 1.00% Floor		11/14/2025		1,300		(23	)		(42	)
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		12,559			12,287
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		9,544			9,359
ConnectWise, LLC^{(1) (2)}	IT Services		7.07	%	L + 6.00%; 1.00% Floor		02/28/2025		19,856		19,497			19,112
ConnectWise, LLC^{(1) (2) (3)}	IT Services				L + 6.00%; 1.00% Floor		02/28/2025		1,524		(27	)		(57	)
Convene 237 Park Avenue, LLC (dba Convene)^(1) (2)	Real Estate Management & Development		9.09	%	L + 7.50%; 1.50% Floor		08/30/2024		31,000		30,465			26,350
Convene 237 Park Avenue, LLC (dba Convene)^(1) (2)	Real Estate Management & Development		9.13	%	L + 7.50%; 1.50% Floor		08/30/2024		9,120		8,999			7,752
CorePower Yoga LLC⁽²⁾	Diversified Consumer Services		5.61	%	L + 4.75%		05/14/2025		14,771		14,585			13,293
CorePower Yoga LLC^{(2) (3)}	Diversified Consumer Services				L + 4.75%		05/14/2025		236		(3	)		(24	)
CorePower Yoga LLC^{(2) (3)}	Diversified Consumer Services				L + 4.75%		05/14/2025		1,010		(12	)		(101	)
CST Buyer Company (dba Intoxalock)⁽²⁾	Diversified Consumer Services		6.32	%	L + 5.25%; 1.00% Floor		10/03/2025		18,124		17,915			15,949
CST Buyer Company (dba Intoxalock)^(2) (3)	Diversified Consumer Services		6.32	%	L + 5.25%; 1.00% Floor		10/03/2025		1,294		761			621
DDS USA Holding, Inc.^{(1) (2)}	Health Care Equipment & Supplies		6.25	%	L + 5.25%; 1.00% Floor		06/30/2022		5,377		5,362			5,216
DDS USA Holding, Inc.^{(1) (2)}	Health Care Equipment & Supplies		6.25	%	L + 5.25%; 1.00% Floor		06/30/2022		5,083		5,069			4,931
DDS USA Holding, Inc.^{(1) (2)}	Health Care Equipment & Supplies		6.25	%	L + 5.25%; 1.00% Floor		06/30/2022		1,533		1,529			1,487
Diligent Corporation^{(1) (2)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		04/14/2022	€	22,707		26,105			25,320
Diligent Corporation^{(1) (2)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		04/14/2022		5,433		5,396			5,392
Diligent Corporation^{(1) (2)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		04/14/2022		2,092		2,078			2,077
Diligent Corporation^{(1) (2) (3)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		04/14/2022		1,800		1,561			1,571
Diligent Corporation^{(1) (2)}	Professional Services		6.57	%	L + 5.50%; 1.00% Floor		04/14/2022		723		717			717
Diligent Corporation^{(1) (2)}	Professional Services		6.50	%	L + 5.50%; 1.00% Floor		04/14/2022		350		347			347
Diligent Corporation^{(1) (2) (3)}	Professional Services				L + 5.50%; 1.00% Floor		04/14/2022		6,083		(42	)		(46	)

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of June 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
DocuTAP, Inc.^{(1) (2)}	Health Care Technology		6.50	%	L + 5.50%; 1.00% Floor		05/12/2025	$	34,890	$	34,156		$	33,843
E2open, LLC^{(1) (2)}	Software		6.75	%	L + 5.75%; 1.00% Floor		11/26/2024		24,118		23,914			23,394
Elemica Parent, Inc.^{(1) (2)}	Chemicals		5.81	%	L + 5.50%		09/18/2025		4,236		4,142			3,929
Elemica Parent, Inc.^{(1) (2) (3)}	Chemicals		5.98	%	L + 5.50%		09/18/2025		550		391			363
Elemica Parent, Inc.^{(1) (2) (3)}	Chemicals				L + 5.50%		09/18/2025		830		(9	)		(60	)
Empirix, Inc.^{(1) (2)}	Diversified Telecommunication Services		7.25	%	L + 6.25%; 1.00% Floor		09/25/2024		31,338		30,924			29,615
Empirix, Inc.^{(1) (2) (3)}	Diversified Telecommunication Services				L + 6.25%; 1.00% Floor		09/25/2023		1,800		(21	)		(99	)
Eptam Plastics, Ltd.^{(1) (2)}	Health Care Equipment & Supplies		6.50	%	L + 5.50%; 1.00% Floor		12/06/2025		6,347		6,259			6,156
Eptam Plastics, Ltd.^{(1) (2)}	Health Care Equipment & Supplies		6.50	%	L + 5.50%; 1.00% Floor		12/06/2025		1,354		1,335			1,313
Eptam Plastics, Ltd.^{(1) (2) (3)}	Health Care Equipment & Supplies				L + 5.50%; 1.00% Floor		12/06/2025		2,708		(18	)		(81	)
Fenergo Finance 3 Limited^{(1) (2) (4)}	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		09/05/2024	€	25,300		29,019			27,927
Fenergo Finance 3 Limited^{(1) (2) (3) (4)}	Diversified Financial Services				L + 6.00%; 1.00% Floor		09/05/2024		1,683		(21	)		(29	)
Fenergo Finance 3 Limited^{(1) (2) (3) (4)}	Diversified Financial Services				L + 6.00%; 1.00% Floor		09/05/2024	€	2,200		(32	)		(43	)
FWR Holding Corporation (dba First Watch Restaurants)^{(1) (3)}	Hotels, Restaurants & Leisure				L + 5.50%; 1.00% Floor		08/21/2023		96		—			(5	)
FWR Holding Corporation (dba First Watch Restaurants) ⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		4,007		3,978			3,797
FWR Holding Corporation (dba First Watch Restaurants) ⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		3,013		2,991			2,855
FWR Holding Corporation (dba First Watch Restaurants) ⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		2,998		2,976			2,840
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		11,306		11,142			10,713
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		2,259		2,227			2,141
FWR Holding Corporation (dba First Watch Restaurants)⁽¹⁾	Hotels, Restaurants & Leisure		6.50	%	L + 5.50%; 1.00% Floor		08/21/2023		1,428		1,408			1,353
FWR Holding Corporation (dba First Watch Restaurants)^{(1) (3)}	Hotels, Restaurants & Leisure		7.10	%	L + 5.50%; 1.00% Floor		08/21/2023		1,506		770			712
Gastro Health Holdco, LLC^{(1) (2)}	Health Care Providers & Services		7.05	%	L + 6.00%; 1.00% Floor		09/04/2024		13,830		13,624			13,139
Gastro Health Holdco, LLC^{(1) (2)}	Health Care Providers & Services		7.00	%	L + 6.00%; 1.00% Floor		09/04/2024		7,141		7,032			6,784
Gastro Health Holdco, LLC^{(1) (2)}	Health Care Providers & Services		7.01	%	L + 6.00%; 1.00% Floor		09/04/2024		6,903		6,813			6,558
Gastro Health Holdco, LLC^{(1) (2) (3)}	Health Care Providers & Services				L + 6.00%; 1.00% Floor		09/04/2023		2,900		(37	)		(145	)
GlobalTranz Enterprises, Inc.⁽²⁾	Road & Rail		5.18	%	L + 5.00%		05/15/2026		11,387		11,188			8,768
Governmentjobs.com, Inc. (dba NeoGov)^(1) (2)	Software		7.50	%	L + 6.50%; 1.00% Floor		02/05/2026		29,153		28,601			28,570
Governmentjobs.com, Inc. (dba NeoGov)^{(1) (2) (3)}	Software		7.50	%	L + 6.50%; 1.00% Floor		02/05/2026		3,887		219			214
Granicus, Inc.^{(1) (2)}	Software		5.75	%	L + 4.75%; 1.00% Floor		09/07/2022		14,489		14,392			14,417
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)^{(1) (2)}	Hotels, Restaurants & Leisure		7.75	%	L + 6.75%; 1.00% Floor		07/09/2025		34,501		34,053			31,568
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)^{(1) (2) (3)}	Hotels, Restaurants & Leisure		7.75	%	L + 6.75%; 1.00% Floor		07/09/2025		2,805		876			673
Hygiena Borrower LLC	Life Sciences Tools & Services		5.02	%	L + 4.00%; 1.00% Floor		08/26/2022		5,221		5,178			4,960
Hygiena Borrower LLC⁽³⁾	Life Sciences Tools & Services				L + 4.00%; 1.00% Floor		08/26/2022		550		(4	)		(28	)
iCIMS, Inc.⁽²⁾	Software		7.50	%	L + 6.50%; 1.00% Floor		09/12/2024		42,594		41,956			40,997
iCIMS, Inc.⁽²⁾	Software		7.50	%	L + 6.50%; 1.00% Floor		09/12/2024		7,844		7,714			7,550
iCIMS, Inc.^{(2) (3)}	Software				L + 6.50%; 1.00% Floor		09/12/2024		2,662		(38	)		(100	)
Instructure Holdings^{(1) (2)}	Diversified Consumer Services		8.00	%	L + 7.00%; 1.00% Floor		03/24/2026		38,688		38,222			38,205
Instructure Holdings^{(1) (2) (3)}	Diversified Consumer Services				L + 7.00%; 1.00% Floor		03/24/2026		3,000		(36	)		(38	)

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of June 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	$	36,785	$	36,257		$	35,314
Integral Ad Science, Inc.^{(1) (2) (3)}	Interactive Media & Services				L + 6.00%; 1.00% Floor		07/19/2023		2,586		(32	)		(103	)
Internet Truckstop Group, LLC (dba Truckstop)^(1) (2)	Transportation Infrastructure		6.50	%	L + 5.50%; 1.00% Floor		04/02/2025		32,215		31,550			31,168
Internet Truckstop Group, LLC (dba Truckstop)^{(1) (2) (3)}	Transportation Infrastructure				L + 5.50%; 1.00% Floor		04/02/2025		2,600		(52	)		(85	)
Lithium Technologies, Inc.^{(1) (2)}	Interactive Media & Services		9.00	%	L + 8.00%; 1.00% Floor		10/03/2022		50,047		49,409			47,670
Lithium Technologies, Inc.^{(1) (2) (3)}	Interactive Media & Services		9.21	%	L + 8.00%; 1.00% Floor		10/03/2022		3,448		1,684			1,560
Mailgun Technologies, Inc.^{(1) (2)}	Interactive Media & Services		6.58	%	L + 5.50%; 1.00% Floor		03/26/2025		23,054		22,668			22,247
Mailgun Technologies, Inc.^{(1) (2) (3)}	Interactive Media & Services				L + 5.50%; 1.00% Floor		03/26/2025		1,448		—			(51	)
Midwest Transport, Inc.^{(1) (2)}	Road & Rail		8.07	%	L + 7.00%; 1.00% Floor		10/02/2023		16,516		16,401			16,475
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)^{(1) (2)}	Health Care Technology		6.50	%	L + 5.50%; 1.00% Floor		11/15/2024		29,582		29,109			28,990
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		3,733			3,711
MRI Software LLC	Real Estate Management & Development		6.57	%	L + 5.50%; 1.00% Floor		02/10/2026		13,608		13,484			12,928
MRI Software LLC⁽³⁾	Real Estate Management & Development				L + 5.50%; 1.00% Floor		02/10/2026		990		(9	)		(50	)
MRI Software LLC⁽³⁾	Real Estate Management & Development				L + 5.50%; 1.00% Floor		02/10/2026		1,020		(10	)		(51	)
Netvoyage Corporation (dba NetDocuments)^(1) (2)	Software		8.83	%	L + 7.75%; 1.00% Floor		03/22/2024		7,897		7,802			7,601
Netvoyage Corporation (dba NetDocuments)^(1) (2)	Software		8.83	%	L + 7.75%; 1.00% Floor		03/22/2024		5,955		5,851			5,732
Netvoyage Corporation (dba NetDocuments)^(1) (2)	Software		8.83	%	L + 7.75%; 1.00% Floor		03/24/2022		882		867			849
Netvoyage Corporation (dba NetDocuments)^{(1) (2) (3)}	Software				L + 7.75%; 1.00% Floor		03/24/2022		610		(4	)		(23	)
Picture Head Midco LLC^{(1) (2)}	Entertainment		7.75	%	L + 6.75%; 1.00% Floor		08/31/2023		27,467		27,068			24,857
PlanSource Holdings, Inc.^{(1) (2)}	Health Care Technology		7.95	%	L + 6.25%; 1.00% Floor		04/22/2025		33,940		33,371			32,667
PlanSource Holdings, Inc.^{(1) (2) (3)}	Health Care Technology				L + 6.25%; 1.00% Floor		04/22/2025		4,681		(75	)		(176	)
Power Stop, LLC⁽²⁾	Auto Components		4.93	%	L + 4.75%		10/19/2025		10,737		10,715			9,663
Premier Imaging, LLC (dba Lucid Health)^(1) (2)	Health Care Providers & Services		6.75	%	L + 5.75%; 1.00% Floor		01/02/2025		17,170		16,938			16,355
PT Intermediate Holdings III, LLC (dba Parts Town)⁽²⁾	Trading Companies & Distributors		6.50	%	L + 5.50%; 1.00% Floor		10/15/2025		17,233		17,155			15,338
Riverpoint Medical, LLC^{(1) (2)}	Health Care Equipment & Supplies		5.75	%	L + 4.75%; 1.00% Floor		06/21/2025		13,338		13,281			12,471
Riverpoint Medical, LLC^{(1) (2) (3)}	Health Care Equipment & Supplies				L + 4.75%; 1.00% Floor		06/21/2025		2,450		(10	)		(159	)
Selectquote, Inc.⁽²⁾	Insurance		7.01	%	L + 6.00%; 1.00% Floor		11/05/2024		12,082		11,868			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		23,625		23,199			21,322
Shopatron, LLC (dba Kibo)^{(1) (2)}	Internet & Direct Marketing Retail		9.08	%	L + 8.00%; 1.00% Floor		12/18/2020		8,902		8,827			8,768
Shopatron, LLC (dba Kibo)^{(1) (2) (5)}	Internet & Direct Marketing Retail		9.08	%	L + 8.00%; 1.00% Floor		12/18/2020		2,744		2,738			2,702
SPay, Inc. (dba Stack Sports)^{(1) (2)}	Interactive Media & Services		8.82	%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		06/17/2024		14,914		14,706			13,124
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		1,087		1,072			956
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		543		540			478
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)^{(1) (2)}	Health Care Providers & Services		6.50	%	L + 5.50%; 1.00% Floor		08/15/2025		15,854		15,645			15,022
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)^{(1) (2) (3)}	Health Care Providers & Services				L + 5.50%; 1.00% Floor		08/15/2025		2,707		(35	)		(142	)
Viant Medical Holdings, Inc.⁽²⁾	Health Care Equipment & Supplies		7.25	%	L + 6.25%; 1.00% Floor		07/02/2025		19,021		18,728			17,500
Villa Bidco Inc (dba Authority Brands)^(1) (2)	Diversified Consumer Services		6.75	%	L + 5.75%; 1.00% Floor		03/21/2025		16,133		15,788			15,770
Villa Bidco Inc (dba Authority Brands)^{(1) (2) (3)}	Diversified Consumer Services		8.00	%	P + 4.75%		03/21/2025		1,297		330			329

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of June 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
VRC Companies, LLC (dba Vital Records Control)⁽¹⁾	Commercial Services & Supplies		7.50	%	L + 6.50%; 1.00% Floor		03/31/2023	$	9,951	$	9,887		$	9,876
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		14,677			14,299
WebPT, Inc.^{(1) (2)}	Health Care Technology		7.75	%	L + 6.75%; 1.00% Floor		08/28/2024		1,556		1,529			1,489
WebPT, Inc.^{(1) (2) (3)}	Health Care Technology				L + 6.75%; 1.00% Floor		08/28/2024		1,867		(16	)		(79	)
Wine.com, LLC^{(1) (2)}	Beverages		8.00	%	L + 7.00%; 1.00% Floor		11/14/2024		9,000		8,860			8,978
Wolfpack IP Co. (dba Lone Wolf Technologies)^{(1) (2) (4)}	Real Estate Management & Development		7.50	%	L + 6.50%; 1.00% Floor		06/13/2025		47,220		46,410			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		(78	)		(94	)
WorkForce Software, LLC^{(1) (2)}	Software		7.50	%	L + 6.50%; 1.00% Floor		07/31/2025		12,764		12,541			12,062
WorkForce Software, LLC^{(1) (2) (3)}	Software				L + 6.50%; 1.00% Floor		07/31/2025		1,123		(19	)		(62	)
Wrike, Inc.⁽²⁾	Professional Services		7.83	%	L + 6.75%; 1.00% Floor		12/31/2024		32,260		31,719			31,292
Wrike, Inc.^{(2) (3)}	Professional Services				L + 6.75%; 1.00% Floor		12/31/2024		2,300		(35	)		(69	)
Xactly Corporation^{(1) (2)}	IT Services		8.25	%	L + 7.25%; 1.00% Floor		07/29/2022		34,852		34,493			34,155
Xactly Corporation^{(1) (2) (3)}	IT Services				L + 7.25%; 1.00% Floor		07/29/2022		2,177		(18	)		(44	)
Yasso, Inc.^{(1) (2)}	Food Products		8.82	%	L + 7.75%; 1.00% Floor		03/23/2022		7,369		7,310			7,369

Total 1st Lien/Senior Secured Debt											1,335,588			1,288,224
1st Lien/Last-Out Unitranche⁽⁶⁾ - 10.17%
Doxim, Inc.^{(1) (2)}	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		02/28/2024		27,300		26,705			26,276
Doxim, Inc.^{(1) (2)}	Diversified Financial Services		7.00	%	L + 6.00%; 1.00% Floor		02/28/2024		22,376		21,901			21,537
RugsUSA, LLC^{(1) (2)}	Household Products		7.50	%	L + 6.50%; 1.00% Floor		04/30/2023		8,330		8,279			8,122
Smarsh, Inc.^{(1) (2)}	Interactive Media & Services		8.88	%	L + 7.88%; 1.00% Floor		03/31/2021		44,033		43,819			43,482

Total 1st Lien/Last-Out Unitranche											100,704			99,417
2nd Lien/Senior Secured Debt- 26.55%
American Dental Partners, Inc.^{(1) (2)}	Health Care Providers & Services		9.50	%	L + 8.50%; 1.00% Floor		09/25/2023		5,333		5,256			4,799
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		10,702			9,842
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		24,978			24,511
Genesis Acquisition Co. (dba ProCare Software)^(1) (2)	Diversified Financial Services		8.95	%	L + 7.50%		07/31/2025		10,000		9,803			9,025
Genesis Acquisition Co. (dba ProCare Software)^(1) (2)	Diversified Financial Services		7.67	%	L + 7.50%		07/31/2025		2,500		2,445			2,256
Hygiena Borrower LLC⁽¹⁾	Life Sciences Tools & Services		8.75	%	L + 7.75%; 1.00% Floor		08/26/2023		2,650		2,615			2,531
Hygiena Borrower LLC⁽¹⁾	Life Sciences Tools & Services		8.75	%	L + 7.75%; 1.00% Floor		08/26/2023		139		137			133
ICP Industrial, Inc.^{(1) (2)}	Chemicals		9.25	%	L + 8.25%; 1.00% Floor		05/03/2024		28,900		28,420			27,816
Intelligent Medical Objects, Inc.^(1) (2)	Health Care Technology		9.50	%	L + 8.50%; 1.00% Floor		12/22/2024		21,900		21,495			21,024
Market Track, LLC^{(1) (2)}	Media		8.75	%	L + 7.75%; 1.00% Floor		06/05/2025		20,000		19,578			18,700
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		17,047			16,182
Odyssey Logistics & Technology Corporation⁽²⁾	Road & Rail		9.07	%	L + 8.00%; 1.00% Floor		10/12/2025		26,626		26,174			21,301
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		24,690			23,250
Spectrum Plastics Group, Inc.⁽²⁾	Containers & Packaging		8.07	%	L + 7.00%		01/31/2026		6,278		6,254			4,708
USRP Holdings, Inc. (dba U.S. Retirement Partners)^{(1) (2)}	Insurance		9.75	%	L + 8.75%; 1.00% Floor		09/29/2025		9,700		9,606			9,021
USRP Holdings, Inc. (dba U.S. Retirement Partners)^{(1) (2)}	Insurance		9.83	%	L + 8.75%; 1.00% Floor		09/29/2025		1,584		1,569			1,473
Xcellence, Inc. (dba Xact Data Discovery)^(1) (2)	IT Services		9.75	%	L + 8.75%; 1.00% Floor		06/22/2024		26,100		25,616			24,273
YI, LLC (dba Young Innovations)^(1) (2)	Health Care Equipment & Supplies		8.82	%	L + 7.75%; 1.00% Floor		11/07/2025		21,608		21,122			18,853
Zep Inc.⁽²⁾	Chemicals		9.32	%	L + 8.25%; 1.00% Floor		08/11/2025		30,500		29,942			19,825

Total 2nd Lien/Senior Secured Debt											299,296			259,523

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


Investment*	Industry	Par Amount/ Shares (++)		Cost		Fair Value
*Preferred Stock^ - 1.47%**
Accuity Delivery Systems, LLC^{^ (1) (2) (8) (9)}	Health Care Providers & Services		136,589	$	4,500	$	8,550
Wine.com, LLC^{(1) (2) (8) (9)}	Beverages		314,154		2,700		5,831

Total Preferred Stock					7,200		14,381
*Common Stock^ - 1.46%**
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B^{^^^ (1) (2) (9)}	Health Care Providers & Services		11,719		1,580		2,007
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units^{^^^ (1) (2) (4) (8) (9)}	Health Care Providers & Services		11,060		220		399
Country Fresh Holding Company Inc.^{(1) (2) (8) (9)}	Food Products		843		1,053		191
Elah Holdings, Inc.^{^ (1) (2) (8) (9)}	Capital Markets		65,436		3,163		3,163
National Spine and Pain Centers, LLC^{(1) (2) (8) (9)}	Health Care Providers & Services		500		500		25
Wrike, Inc.^{(1) (2) (8) (9)}	Professional Services		4,949,520		3,075		7,969
Yasso, Inc.^{(1) (2) (8) (9)}	Food Products		790		790		479

Total Common Stock					10,381		14,233
Warrants- 0.00%
KDOR Holdings Inc. (dba Senneca Holdings)^{(1) (2) (9)}	Building Products		1,406	$	1,036	$	—
KDOR Holdings Inc. (dba Senneca Holdings)^{(1) (2) (9)}	Building Products		176		130		—

Total Warrants					1,166		—

Yield

Shares

Cost

Fair
Value

Investments in Affiliated Money Market Fund^* - 12.05%

Goldman Sachs Financial Square Government Fund - Institutional Shares^{^^^ (10)}

0.15

117,787,817

117,788

Total Investments in Affiliated Money Market Fund

117,788

TOTAL INVESTMENTS - 183.51%

1,872,123

1,793,566

LIABILITIES IN EXCESS OF OTHER ASSETS - (83.51%)

(816,201

)

NET ASSETS - 100.00%

977,365

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

Goldman Sachs Middle Market Lending Corp.

Consolidated Schedule of Investments as of June 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 June 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.55%, 0.37%, 0.30%, 0.23%, 0.16% and 0.10%, respectively. As of June 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 June 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 June 30, 2020 the aggregate fair value of these securities is $74,435 or 4.08% 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 June 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 June 30, 2020, the aggregate fair value of these securities is $28,614 or 2.93% 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
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
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 rate shown is the annualized seven-day yield as of June 30, 2020.

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	549	EUR	446		07/06/2020	$	48
Bank of America, N.A.	USD	321	EUR	288		07/06/2020		(2	)
Bank of America, N.A.	USD	729	EUR	650		10/05/2020		(4	)
Bank of America, N.A.	USD	716	EUR	635		01/05/2021		(1	)
Bank of America, N.A.	USD	702	EUR	620		04/06/2021		—
Bank of America, N.A.	USD	701	EUR	617		07/06/2021		2
Bank of America, N.A.	USD	400	EUR	350		10/05/2021		2

							$	45

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.

⁽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:

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	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	$	(3	)
Bank of America, N.A.	USD	540	EUR	446		01/06/2020		39
Bank of America, N.A.	USD	337	EUR	303		04/06/2020		(6	)
Bank of America, N.A.	USD	547	EUR	448		04/06/2020		41
Bank of America, N.A.	USD	321	EUR	288		07/06/2020		(6	)
Bank of America, N.A.	USD	549	EUR	446		07/06/2020		43
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		(8	)

							$	46

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.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

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.

On December 9, 2019, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Goldman Sachs BDC, Inc., a Delaware corporation (“GS BDC”), Evergreen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GS BDC (“Merger Sub”), and GSAM, a Delaware limited partnership and investment adviser to each of the Company and GS BDC (together with the Company, GS BDC and Merger Sub, the “Parties”). Due to the volatility of the market price of GS BDC’s common stock (“GS BDC Common Stock”) precipitated by the COVID-19 pandemic, it became unclear whether a closing condition in the Original Merger Agreement that required the Company’s stockholders to receive shares of GS BDC Common Stock that have a market value in excess of the Company’s net asset value (“NAV”) would be satisfied. As a result, on June 11, 2020, the Parties amended and restated the Original Merger Agreement in its entirety (as amended and restated, the “Amended and Restated Merger Agreement”) to, among other things, change the consideration to be

paid to the Company’s stockholders from 0.9939 shares of GS BDC Common Stock for each share of the Company’s common stock under the Original Merger Agreement to NAV for NAV (i.e., a number of shares of GS BDC Common Stock with a NAV equal to the NAV per share of the Company’s common stock (such number of shares of GS BDC Common Stock, the “Exchange Ratio”), in each case determined no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time of the First Merger (as defined below)) (the “Merger Consideration”).

The Amended and Restated Merger Agreement provides that, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “First Merger”) and, immediately thereafter, the Company will merge with and into GS BDC, with GS BDC continuing as the surviving company (the “Second Merger” and, together with the First Merger, the “Merger”). For further information, see Note 12 “Pending Merger with GS BDC.”

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 six months ended June 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.

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, and MMLC Wine I, 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 Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Prepayment premiums	$	146	$	1,141	$	146	$	1,213
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	305	$	1,113	$	889	$	1,227

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 June 30, 2020, the Company had an investment 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. of $117,788) at amortized cost and at fair value. 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 June 30, 2020 and December 31, 2019, the Company held an aggregate cash balance of $18,463 and $13,393. Foreign currency of $1,952 and $1,299 (acquisition cost of $1,930 and $1,286) is included in cash as of June 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.

In May 2020, the SEC adopted the final rule under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending certain disclosure requirements applicable to acquisitions and dispositions of businesses, including real estate operations and investment companies. The final rule is effective on January 1, 2021. Voluntary early adoption is permitted immediately, provided that the new rules are applied in their entirety from the date of early adoption. The Company is currently evaluating the impact of adopting the final rule on its 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 six months ended June 30, 2020, Management Fees amounted to $3,524 and $7,025. As of June 30, 2020, $3,524 remained payable. For the three and six months ended June 30, 2019, Management Fees amounted to $3,429 and $6,656.

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 six months ended June 30, 2020, the Company did not accrue any Incentive Fees based on income. As of June 30, 2020, no Incentive Fees based on income remained payable. For the three and six months ended June 30, 2019, the Company accrued an Incentive Fee based on income of $5,372 and $11,340.

For the three and six months ended June 30, 2020 and 2019, the Company did not accrue or pay any Incentive Fees based on capital gains.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines 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 six months ended June 30, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $301 and $600. As of June 30, 2020, $199 remained payable. For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Administrator and the Custodian of $278 and $537.

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 six months ended June 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $285 and $565. As of June 30, 2020, $285 remained payable. For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Transfer Agent of $274 and $533.

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 Six Months Ended June 30, 2020
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽¹⁾	$	—	$	307,865	$	(190,077	)	$	—	$	—		$	117,788	$	58
Accuity Delivery Systems, LLC		21,571		41		—			—		1,563			23,175		716
Collaborative Imaging, LLC (dba Texas Radiology Associates)		24,864		23		—			—		(835	)		24,052		918
Elah Holdings, Inc.		3,163		—		—			—		—			3,163		—

Total Non-Controlled Affiliates	$	49,598	$	307,929	$	(190,077	)	$	—	$	728		$	168,178	$	1,692

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 June 30, 2020 and December 31, 2019, there were $354 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 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. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of GS BDC, GS PMMC, GS PMMC II and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

4. INVESTMENTS

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


	June 30, 2020				December 31, 2019
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	1,335,588	$	1,288,224	$	1,272,044	$	1,266,486
1st Lien/Last-Out Unitranche		100,704		99,417		100,829		100,797
2nd Lien/Senior Secured Debt		299,296		259,523		311,933		294,165
Preferred Stock		7,200		14,381		7,200		10,137
Common Stock		10,381		14,233		10,381		11,575
Warrants		1,166		—		—		—

Total Investments	$	1,754,335	$	1,675,778	$	1,702,387	$	1,683,160

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


	June 30, 2020						December 31, 2019
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Health Care Technology		10.1	%		17.3	%		10.1	%		18.0	%
Interactive Media & Services		9.8			16.9			10.0			17.8
Software		9.5			16.2			10.1			18.0
Health Care Providers & Services		9.4			16.0			11.5			20.5
IT Services		7.7			13.3			7.8			14.0
Real Estate Management & Development		6.9			11.8			5.9			10.4
Professional Services		6.2			10.6			5.8			10.3
Diversified Financial Services		5.2			8.9			5.1			9.1
Diversified Consumer Services		5.0			8.6			1.8			3.2
Health Care Equipment & Supplies		4.0			6.9			4.2			7.5
Hotels, Restaurants & Leisure		3.9			6.7			3.9			7.0
Chemicals		3.1			5.3			2.8			5.1
Road & Rail		2.8			4.8			3.1			5.6
Transportation Infrastructure		1.8			3.2			1.9			3.4
Diversified Telecommunication Services		1.8			3.0			1.7			3.0
Household Products		1.7			3.0			1.9			3.3
Entertainment		1.5			2.5			1.6			2.9
Air Freight & Logistics		1.4			2.4			1.5			2.6
Insurance		1.3			2.3			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			1.2			0.7			1.2
Building Products		0.6			1.0			1.4			2.4
Auto Components		0.6			1.0			0.6			1.1
Food Products		0.5			0.8			0.5			0.9
Life Sciences Tools & Services		0.4			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

Total		100.0	%		171.5	%		100.0	%		178.2	%

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


Geographic	June 30, 2020			December 31, 2019
United States		95.6	%		95.6	%
Canada		2.7			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 June 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 June 30, 2020

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

1,044,664

Discounted cash flows

Discount Rate

5.9% - 16.6%

8.8%

1st Lien/Last-Out Unitranche

99,417

Discounted cash flows

Discount Rate

8.6% - 10.7%

9.9%

2nd Lien/Senior Secured

203,847

Discounted cash flows

Discount Rate

10.1% - 13.3%

11.0%

9,842

Comparable multiples

EV/EBITDA⁽⁶⁾

7.2x - 22.3x

10.5x

Equity

Preferred Stock

8,550

Comparable multiples

EV/EBITDA⁽⁶⁾

4.1x - 22.2x

18.2x

5,831

Comparable multiples

EV/Revenue

1.4x - 3.8x

1.1x

Common Stock

5,569

Discounted cash flows

Discount Rate

13.1% - 31.5%

24.3%

575

Comparable multiples

EV/EBITDA⁽⁶⁾

9.7x - 10.0x

9.8x

8,089

Comparable multiples

EV/Revenue

2.5x - 11.9x

11.7x

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 June 30, 2020, included within Level 3 assets of $1,605,168 is an amount of $218,784 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 $1,347,928 or 85.5% 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 June 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:


	June 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	$	—	$	44,601	$	1,243,623	$	1,288,224	$	—	$	58,830	$	1,207,656	$	1,266,486
1st Lien/Last-Out Unitranche		—		—		99,417		99,417		—		—		100,797		100,797
2nd Lien/Senior Secured Debt		—		26,009		233,514		259,523		—		45,243		248,922		294,165
Preferred Stock		—		—		14,381		14,381		—		—		10,137		10,137
Common Stock		—		—		14,233		14,233		—		—		11,575		11,575
Warrants		—		—		—		—		—		—		—		—
Affiliated Money Market Fund		117,788		—		—		117,788		—		—		—		—

Total assets	$	117,788	$	70,610	$	1,605,168	$	1,793,566	$	—	$	104,073	$	1,579,087	$	1,683,160

Foreign currency forward contracts (asset)⁽¹⁾	$	—	$	45	$	—	$	45	$	—	$	46	$	—	$	46

⁽¹⁾	Amounts disclosed represent the unrealized appreciation 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⁽²⁾		Transfers Out⁽³⁾			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Six Months Ended June 30, 2020
1st Lien/Senior Secured Debt	$	1,207,656	$	127,723	$	220		$	(37,327	)	$	(59,509	)	$	2,644	$	14,419	$	(12,203	)	$	1,243,623	$	(37,566	)
1st Lien/Last-Out Unitranche		100,797		—		—			(1,255	)		(396	)		271		—		—			99,417		(1,255	)
2nd Lien/Senior Secured Debt		248,922		13,155		—			(17,135	)		(11,852	)		424		—		—			233,514		(17,134	)
Preferred Stock		10,137		—		—			4,244			—			—		—		—			14,381		4,244
Common Stock		11,575		—		—			2,658			—			—		—		—			14,233		2,658
Warrants		—		1,166		—			(1,166	)		—			—		—		—			—		(1,166	)

Total assets	$	1,579,087	$	142,044	$	220		$	(49,981	)	$	(71,757	)	$	3,339	$	14,419	$	(12,203	)	$	1,605,168	$	(50,219	)

For the Six Months Ended June 30, 2019
1st Lien/Senior Secured Debt	$	644,913	$	354,793	$	(9	)	$	(1,028	)	$	(101,105	)	$	2,628	$	—	$	—		$	900,192	$	(573	)
1st Lien/Last-Out Unitranche		90,582		3,940		—			(102	)		(226	)		244		—		—			94,438		(102	)
2nd Lien/Senior Secured Debt		300,116		21,594		(10,553	)		2,046			(8,345	)		380		—		(41,466	)		263,772		122
Preferred Stock		8,100		—		—			898			—			—		—		—			8,998		898
Common Stock		9,825		1,054		—			2,683			—			—		—		—			13,562		2,683

Total assets	$	1,053,536	$	381,381	$	(10,562	)	$	4,497		$	(109,676	)	$	3,252	$	—	$	(41,466	)	$	1,280,962	$	3,028

(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 in were primarily due to decreased price transparency.

(3)	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 June 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.

6. DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). As of June 30, 2020 and December 31, 2019, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 216% and 228%.

The Company’s outstanding debt was as follows:


	June 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	$	9,369	$	840,872	$	850,000	$	120,648	$	729,986

Total Debt	$	850,000	$	9,369	$	840,872	$	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 June 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 six months ended June 30, 2020 and for the year ended December 31, 2019 were 3.26% 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 June 30, 2020 and December 31, 2019, outstanding deferred financing costs were $2,335 and $2,617.

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


	For the Three Months Ended						For the Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Borrowing interest expense	$	5,788		$	4,537		$	12,742		$	8,411
Facility fees		22			215			146			457
Amortization of financing costs		344			305			712			600

Total	$	6,154		$	5,057		$	13,600		$	9,468

Weighted average interest rate		2.77	%		4.46	%		3.26	%		4.44	%
Average outstanding balance	$	839,793		$	408,016		$	786,437		$	381,657

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 six months ended June 30, 2020, the Company’s average USD notional exposure to foreign currency forward contracts were $4,339 and $4,731. For the three and six months ended June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts were $3,894 and $4,323.

The table below sets forth 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
	Gross Amount of Assets		Gross Amount of (Liabilities)		Net Amount of Assets or (Liabilities)		Collateral (Received) Pledged⁽¹⁾		Net Amounts⁽²⁾
June 30, 2020
Bank of America, N.A.	$	45	$	—	$	45	$	—	$	45

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 Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Net realized gain (loss) on foreign currency forward contracts	$	72		$	—		$	110		$	12
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(111	)		(63	)		(1	)		45

Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	(39	)	$	(63	)	$	109		$	57

8. COMMITMENTS AND CONTINGENCIES

Capital Commitments

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


	June 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 June 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⁾		June 30, 2020		December 31, 2019		June 30, 2020			December 31, 2019
1st Lien/Senior Secured Debt
Diligent Corporation		12/19/2020	$	6,083	$	6,083	$	(46	)	$	(61	)
Brillio, LLC		2/6/2021		1,100		2,200		(39	)		(22	)
CorePower Yoga LLC		5/14/2021		236		2,692		(24	)		(40	)
CFS Management, LLC (dba Center for Sight Management)		7/1/2021		2,067		2,067		(103	)		(21	)
Associations, Inc.		7/30/2021		1,212		1,299		(48	)		(13	)
WebPT, Inc.		8/28/2021		1,867		1,867		(79	)		(37	)
Elemica Parent, Inc.		9/18/2021		830		830		(60	)		(21	)
Bullhorn, Inc.		10/1/2021		865		1,065		(26	)		(16	)
Chronicle Bidco Inc. (dba Lexitas)		11/14/2021		1,992		4,330		(65	)		(43	)
Eptam Plastics, Ltd.		12/6/2021		2,708		2,708		(81	)		(20	)
FWR Holding Corporation (dba First Watch Restaurants)		12/20/2021		96		—		(5	)		—
MRI Software LLC		2/10/2022		1,020		—		(51	)		—
Netvoyage Corporation (dba NetDocuments)		3/24/2022		610		610		(23	)		(8	)
VRC Companies, LLC (dba Vital Records Control)		3/31/2022		249		111		(2	)		(1	)
Diligent Corporation		4/14/2022		216		216		(2	)		(2	)
Xactly Corporation		7/29/2022		2,177		2,177		(44	)		(27	)
Hygiena Borrower LLC		8/26/2022		550		550		(28	)		(11	)
Lithium Technologies, Inc.		10/3/2022		1,724		3,448		(82	)		(52	)
Businessolver.com, Inc.		5/15/2023		3,760		2,256		(141	)		(39	)
Integral Ad Science, Inc.		7/19/2023		2,586		2,586		(103	)		(39	)
FWR Holding Corporation (dba First Watch Restaurants)		8/21/2023		715		226		(38	)		(2	)
Gastro Health Holdco, LLC		9/4/2023		2,900		2,900		(145	)		(44	)
Empirix, Inc.		9/25/2023		1,800		1,800		(99	)		(180	)
Fenergo Finance 3 Limited		9/5/2024		2,472		2,468		(43	)		(19	)
Fenergo Finance 3 Limited		9/5/2024		1,683		1,683		(29	)		(13	)
iCIMS, Inc.		9/12/2024		2,662		2,662		(100	)		(47	)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)		11/15/2024		724		3,258		(14	)		(57	)
Wrike, Inc.		12/31/2024		2,300		2,300		(69	)		(46	)
Apptio, Inc.		1/10/2025		3,160		3,160		(111	)		(55	)
ConnectWise, LLC		2/28/2025		1,524		1,524		(57	)		(19	)
Villa Bidco Inc (dba Authority Brands)		3/21/2025		939		—		(21	)		—
Mailgun Technologies, Inc.		3/26/2025		1,448		1,448		(51	)		(25	)
Internet Truckstop Group, LLC (dba Truckstop)		4/2/2025		2,600		2,600		(85	)		(39	)
PlanSource Holdings, Inc.		4/22/2025		4,681		4,681		(176	)		(94	)
CorePower Yoga LLC		5/14/2025		1,010		1,009		(101	)		(15	)
Wolfpack IP Co. (dba Lone Wolf Technologies)		6/13/2025		4,722		4,722		(94	)		(94	)
Riverpoint Medical, LLC		6/21/2025		2,450		2,450		(159	)		(25	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		7/9/2025		1,893		2,384		(161	)		(48	)
WorkForce Software, LLC		7/31/2025		1,123		1,123		(62	)		(23	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		8/15/2025		2,707		2,572		(142	)		(45	)
Elemica Parent, Inc.		9/18/2025		147		366		(11	)		(9	)


			Unfunded Commitment Balances⁽²⁾				Fair Value⁽³⁾
	Commitment Expiration Date⁽¹⁾		June 30, 2020		December 31, 2019		June 30, 2020			December 31, 2019
CST Buyer Company (dba Intoxalock)		10/3/2025		517		1,294		(62	)		—
Acquia, Inc.		10/31/2025		1,946		1,946		(63	)		(39	)
Chronicle Bidco Inc. (dba Lexitas)		11/14/2025		1,300		1,300		(42	)		(26	)
Governmentjobs.com, Inc. (dba NeoGov)		2/5/2026		3,595		—		(72	)		—
MRI Software LLC		2/10/2026		990		—		(50	)		—
Instructure Holdings		3/24/2026		3,000		—		(38	)		—
Axiom Software		7/31/2026		64		—		—			—
Axiom Software		7/31/2027		407		—		—			—
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	)
FWR Holding Corporation (dba First Watch Restaurants)		2/28/2021		—		3,040		—			(30	)
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	)
DDS USA Holding, Inc.		6/30/2022		—		1,380		—			(7	)
SPay, Inc. (dba Stack Sports)		6/17/2024		—		543		—			(18	)
Associations, Inc.		7/30/2024		—		836		—			(8	)
WebPT, Inc.		8/28/2024		—		1,556		—			(31	)
Bullhorn, Inc.		10/1/2025		—		799		—			(12	)
Eptam Plastics, Ltd.		12/6/2025		—		1,015		—			(15	)

Total 1st Lien/Senior Secured Debt			$	87,427	$	124,082	$	(3,147	)	$	(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			$	87,427	$	128,229	$	(3,147	)	$	(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 Six Months Ended June 30, 2020
February 24, 2020		3,282,464	$	61,806

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

For the Six Months Ended June 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 Six Months Ended June 30, 2020

February 27, 2020

March 16, 2020

April 30, 2020

0.43

For the Six Months Ended June 30, 2019

February 28, 2019

March 15, 2019

April 30, 2019

0.43

May 9, 2019

June 14, 2019

July 31, 2019

0.43

10. EARNINGS (LOSS) PER SHARE

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


	For the Three Months Ended				For the Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020			June 30, 2019
Net increase (decrease) in net assets resulting from operations	$	57,671	$	15,596	$	(6,077	)	$	23,249
Weighted average shares outstanding		53,844,947		47,386,851		52,871,029			45,373,734
Basic and diluted earnings (loss) per share	$	1.07	$	0.33	$	(0.11	)	$	0.51

Diluted earnings (loss) per share equal basic earnings (loss) 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:


	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
Per Share Data:⁽¹⁾
NAV, beginning of period	$	18.69		$	19.07
Net investment income (loss)		1.00			0.80
Net realized and unrealized gains (losses)⁽²⁾		(1.11	)		(0.23	)
Income tax provision, realized and unrealized gains		0.00	⁽⁶⁾		(0.01	)

Net increase (decrease) in net assets resulting from operations⁽²⁾		(0.11	)		0.56

Distributions declared from net investment income		(0.43	)		(0.86	)

Total increase (decrease) in net assets		(0.54	)		(0.30	)

NAV, end of period	$	18.15		$	18.77

Shares outstanding, end of period		53,844,947			49,470,258
Weighted average shares outstanding		52,871,029			45,373,734
Total return based on NAV⁽³⁾		(0.59	)%		2.94	%
Ratio/Supplemental Data:
Net assets, end of period	$	977,365		$	928,731
Ratio of net expenses to average net assets⁽⁴⁾		5.14	%		7.02	%
Ratio of expenses (without incentive fees and interest and other debt expenses) to net assets⁽⁴⁾		2.22	%		2.12	%
Ratio of interest and other debt expenses to average net assets⁽⁴⁾		2.92	%		2.23	%
Ratio of incentive fees to average net assets⁽⁴⁾		—	%		2.67	%
Ratio of total expenses to average net assets⁽⁴⁾		5.14	%		7.02	%
Ratio of net investment income (loss) to average net assets⁽⁴⁾		11.53	%		8.58	%
Average debt outstanding	$	786,437		$	381,657
Average debt per share⁽⁵⁾	$	14.87		$	8.41
Portfolio turnover		7	%		9	%

⁽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⁾	Total return based on NAV is calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

⁽⁴⁾	Annualized except for certain operating expenses, as applicable.

⁽⁵⁾	Average debt per share is 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. PENDING MERGER WITH GS BDC

On December 9, 2019, the Company entered into the Original Merger Agreement with GS BDC, Merger Sub, and GSAM. Due to the volatility of the market price of GS BDC Common Stock precipitated by the COVID-19 pandemic, it became unclear whether a closing condition in the Original Merger Agreement that required the Company’s stockholders to receive shares of GS BDC Common Stock that have a market value in excess of the Company’s NAV would be satisfied. As a result, on June 11, 2020, the Parties entered into the Amended and Restated Merger Agreement to, among other things, change the consideration to be paid to the Company’s stockholders from 0.9939 shares of GS BDC Common Stock for each share of the Company’s common stock under the Original Merger Agreement to NAV for NAV (i.e., a number of shares of GS BDC Common Stock with a NAV equal to the NAV per share of the Company’s common stock (such number of shares of GS BDC Common Stock, the “Exchange Ratio”), in each case determined no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time of the First Merger (the “Merger Consideration”).

The Amended and Restated Merger Agreement provides that, subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and, immediately thereafter, the Company will merge with and into GS BDC, with GS BDC continuing as the surviving company. The parties to the Amended and Restated Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.

In the First Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive a number of shares of GS BDC Common Stock equal to the Exchange Ratio. No fractional shares of GS BDC Common Stock will be issued, and holders of the Company’s common stock will receive cash in lieu of fractional shares.

The Amended and Restated Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Company’s and GS BDC’s businesses during the period prior to the closing of the Merger (the “Closing”). The Company and GS BDC have agreed to convene and hold stockholder meetings for the purpose of obtaining the approvals required of the Company’s and GS BDC’s stockholders, respectively, and the boards of directors of the Company and GS BDC have agreed to recommend that their respective stockholders approve the applicable proposals (as described below).

The directors of GS BDC immediately prior to the First Merger will remain the directors of GS BDC and will hold office until their respective successors are duly elected and qualify, or their earlier death, resignation or removal. Notwithstanding the foregoing, upon the consummation of the Merger, (i) the GS BDC board of directors (the “GS BDC Board”) will expand the size of the GS BDC Board to eight (8) directors and will appoint our independent directors (the “MMLC Independent Directors”) as of June 11, 2020 who are also members of the Board of Directors as of the date of the Closing (the “Closing Date”) to the GS BDC Board (the “MMLC Designated Directors”), and (ii) the MMLC Designated Directors will be apportioned among Class I (to serve until the 2021 annual meeting of stockholders) and Class II (to serve until the 2022 annual meeting of stockholders) of the GS BDC Board. In addition, the GS BDC Board will appoint the chairman of the Audit Committee of the Company as of the Closing Date to serve as the chairman of the Audit Committee of GS BDC, effective as of the Closing Date. The officers of GS BDC immediately prior to the Merger will remain the officers of GS BDC and will hold office until their respective successors are duly appointed and qualify, or their earlier death, resignation or removal.

In connection with the transaction, GS BDC will adopt an amended and restated certificate of incorporation (the “Amended and Restated GS BDC Charter”) to be effective upon the closing of the Second Merger (the “Closing”) that will generally restrict all stockholders who received shares of GS BDC Common Stock in the First Merger (the “Affected Stockholders”) from transferring their respective shares for at least 90 days following the date of filing of the Amended and Restated GS BDC Charter (the “Filing Date”), subject to a modified lock-up schedule thereafter. If approved, the Amended and Restated GS BDC Charter would provide that following the Closing, without the prior consent of the GS BDC Board, our stockholders who acquire shares of GS BDC Common Stock in the Merger (each, an “Affected Stockholder”) would not be able to transfer or sell:

• any shares of GS BDC Common Stock acquired by such Affected Stockholder in the Merger for 90 days following the Filing Date, which is expected to be filed on the Closing Date;

• two-thirds of the shares of GS BDC Common Stock acquired by such Affected Stockholder in the Merger for 180 days following the Filing Date; and

• one-third of the shares of GS BDC Common Stock acquired by such Affected Stockholder in the Merger for 270 days following the Filing Date.

The Amended and Restated Merger Agreement provides that neither the Company nor GS BDC may solicit proposals relating to alternative transactions, or, subject to certain exceptions, initiate or participate in discussions or negotiations regarding, or provide information with respect to, any proposal for an alternative transaction. However, each of the Board of Directors and the GS BDC Board may, subject to certain conditions, change its recommendation to the applicable stockholders or, terminate the Amended and Restated Merger Agreement and enter into an agreement with respect to, in the case of the Company, a “MMLC Superior Proposal” or, in the case of GS BDC, a “GS BDC Superior Proposal” (each as defined in the Amended and Restated Merger Agreement) if it determines in its reasonable good faith judgment, after consultation with its outside legal counsel and on the recommendation of the applicable special committee (the “Special Committee”), that the failure to take such action would be reasonably likely to breach its fiduciary duty under applicable law (taking into account any changes to the Amended and Restated Merger Agreement proposed by GS BDC or the Company, as applicable).

Consummation of the Merger, which is currently anticipated to occur during the fourth quarter of calendar year 2020, is subject to certain closing conditions, including (a) approval by GS BDC’s stockholders of each of (i) the Amended and Restated Merger Agreement, (ii) the Amended and Restated GS BDC Charter, and (iii) the issuance of shares of GS BDC Common Stock pursuant to the Amended and Restated Merger Agreement and (b) approval by the Company’s stockholders of each of (i) the Amended and Restated Merger Agreement and (ii) the Amended and Restated GS BDC Charter.

13. SUBSEQUENT EVENTS

Subsequent events after the Consolidated Statements of Assets and Liabilities date 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.

On July 13, 2020, GS BDC filed an amended registration statement on Form N-14, which included a joint proxy statement of the Company and GS BDC and a prospectus of GS BDC. The registration statement on Form N-14 was declared effective by the SEC on July 31, 2020. On August 4, 2020, GS BDC filed its final joint proxy statement/prospectus on Form 497, which will be mailed on or about August 11, 2020 to GS BDC’s stockholders of record as of August 3, 2020. Special meetings for each of the Company’s and GS BDC’s stockholders are scheduled for October 2, 2020 to vote on the matters described in the joint proxy statement/prospectus as required by the Merger Agreement.