UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2020

or

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

Commission file number 814-00998

Goldman Sachs BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-2176593
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GSBD	The New York Stock Exchange

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

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

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

Large accelerated filer:	X	Accelerated filer:	☐	Non-accelerated filer:	☐	Smaller reporting company:	☐
Emerging growth company:	☐

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

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

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 11, 2020 was 40,401,637.

GOLDMAN SACHS BDC, INC.

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of March 31, 2020 (Unaudited) and December 31, 2019	4
	Consolidated Statements of Operations for the three months ended March 31, 2020 (Unaudited) and 2019 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2020 (Unaudited) and 2019 (Unaudited)	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 (Unaudited) and 2019 (Unaudited)	7
	Consolidated Schedules of Investments as of March 31, 2020 (Unaudited) and December 31, 2019	8
	Notes to the Consolidated Financial Statements (Unaudited)	21
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	60
ITEM 4.	Controls and Procedures	60
PART II	OTHER INFORMATION	61
ITEM 1.	Legal Proceedings	61
ITEM 1A.	Risk Factors	61
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
ITEM 3.	Defaults Upon Senior Securities	64
ITEM 4.	Mine Safety Disclosures	64
ITEM 5.	Other Information	64
ITEM 6.	Exhibits	65
SIGNATURES		66

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019,as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

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

• our future operating results;

• the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;

• changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic;

• uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, including the effect of the current COVID-19 pandemic;

• our business prospects and the prospects of our portfolio companies;

• the impact of investments that we expect to make;

• the impact of increased competition;

• our contractual arrangements and relationships with third parties;

• the dependence of our future success on the general economy and its impact on the industries in which we invest;

• the ability of our current and prospective portfolio companies to achieve their objectives;

• the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company;

• the use of borrowed money to finance a portion of our investments;

• our ability to make distributions;

• the adequacy of our cash resources and working capital;

• changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);

• the timing of cash flows, if any, from the operations of our portfolio companies;

• the impact of future acquisitions and divestitures;

• the effect of changes in tax laws and regulations and interpretations thereof;

• our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

• actual and potential conflicts of interest with the Investment Adviser and its affiliates;

• general price and volume fluctuations in the stock market;

• the ability of the Investment Adviser to attract and retain highly talented professionals;

• the impact on our business from new or amended legislation or regulations;

• the availability of credit and/or our ability to access the equity and capital markets;

• currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars;

• the ability of the parties to consummate the Merger (as defined below) on the expected timeline, or at all;

• the ability to realize the anticipated benefits of the proposed Merger;

• the effects of disruption on our business from the proposed Merger;

• the combined company’s plans, expectations, objectives and intentions, as a result of the Merger; and

• any potential termination of the Merger Agreement (as defined below) or action of our stockholders or the stockholders of Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) with respect to any proposed transaction.

3

PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	March 31, 2020 (Unaudited)			December 31, 2019
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,382,391 and $1,338,268)	$	1,269,212		$	1,298,133
Non-controlled affiliated investments (cost of $83,509 and $83,460)		86,422			82,580
Controlled affiliated investments (cost of $85,092 and $88,119)		67,113			73,539
Investments in affiliated money market fund (cost of $64,306 and $—)		64,306			—
Cash		22,047			9,409
Receivable for investments sold		6,648			93
Unrealized appreciation on foreign currency forward contracts		114			32
Interest and dividends receivable from non-controlled/affiliated investments and non-controlled/non-affiliated investments		6,583			5,702
Deferred financing costs		8,950			4,427
Deferred offering costs		—			276
Other assets		2,079			1,084
Total assets	$	1,533,474		$	1,475,275
Liabilities
Debt (net of debt issuance costs of $9,726 and $3,680)	$	908,071		$	769,727
Interest and other debt expenses payable		7,203			2,304
Management fees payable		3,006			3,653
Incentive fees payable		—			1,850
Distribution payable		18,181			18,165
Directors’ fees payable		139			—
Accrued offering costs		—			28
Accrued expenses and other liabilities		2,015			3,423
Total liabilities	$	938,615		$	799,150
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, 40,401,637 and 40,367,071 shares issued and outstanding as of March 31, 2020 and December 31, 2019)		40			40
Paid-in capital in excess of par		778,827			778,132
Distributable earnings		(182,587	)		(100,626	)
Allocated income tax expense		(1,421	)		(1,421	)
TOTAL NET ASSETS	$	594,859		$	676,125
TOTAL LIABILITIES AND NET ASSETS	$	1,533,474		$	1,475,275
Net asset value per share	$	14.72		$	16.75

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

4

Goldman Sachs BDC, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2020			March 31, 2019
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	29,515		$	31,569
Payment-in-kind		614			302
Other income		247			651
Total investment income from non-controlled/non-affiliated investments		30,376			32,522
From non-controlled affiliated investments:
Interest income		665			618
Payment-in-kind		190			369
Dividend income		5			32
Other income		5			11
Total investment income from non-controlled affiliated investments		865			1,030
From controlled affiliated investments:
Payment-in-kind		426			535
Interest income		305			—
Dividend income		—			2,450
Total investment income from controlled affiliated investments		731			2,985
Total investment income	$	31,972		$	36,537
Expenses:
Interest and other debt expenses	$	8,894		$	8,453
Management fees		3,666			3,536
Incentive fees		—			493
Professional fees		714			642
Administration, custodian and transfer agent fees		241			240
Directors’ fees		139			113
Other expenses		372			336
Total expenses	$	14,026		$	13,813
Fee waiver		(660	)		—
Net expenses	$	13,366		$	13,813
NET INVESTMENT INCOME BEFORE TAXES	$	18,606		$	22,724
Income tax expense, including excise tax	$	427		$	439
NET INVESTMENT INCOME AFTER TAXES	$	18,179		$	22,285
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(5,434	)	$	(24,722	)
Controlled affiliated investments		(4,704	)		—
Foreign currency forward contracts		28			18
Foreign currency transactions		5			(6	)
Net change in unrealized appreciation (depreciation) from:
Non controlled/non-affiliated investments		(73,044	)		7,206
Non-controlled affiliated investments		3,793			(2,756	)
Controlled affiliated investments		(3,399	)		(894	)
Foreign currency forward contracts		82			78
Foreign currency translations		615			802
Net realized and unrealized gains (losses)	$	(82,058	)	$	(20,274	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		99			204
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(63,780	)	$	2,215
Weighted average shares outstanding		40,396,319			40,261,057
Net investment income per share (basic and diluted)	$	0.45		$	0.55
Earnings (loss) per share (basic and diluted)	$	(1.58	)	$	0.06

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

5

Goldman Sachs BDC, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2020			March 31, 2019
Net assets at beginning of period	$	676,125		$	709,892
Increase (decrease) in net assets resulting from operations:
Net investment income	$	18,179		$	22,285
Net realized gain (loss)		(10,105	)		(24,710	)
Net change in unrealized appreciation (depreciation)		(71,953	)		4,436
(Provision) benefit for taxes on unrealized appreciation/depreciation    on investments		99			204
Net increase (decrease) in net assets resulting from operations	$	(63,780	)	$	2,215
Distributions to stockholders from:
Distributable earnings	$	(18,181	)	$	(18,120	)
Total distributions to stockholders	$	(18,181	)	$	(18,120	)
Capital transactions:
Reinvestment of stockholder distributions		695			759
Net increase (decrease) in net assets resulting from capital transactions	$	695		$	759
TOTAL INCREASE (DECREASE) IN NET ASSETS	$	(81,266	)	$	(15,146	)
Net assets at end of period	$	594,859		$	694,746
Distributions declared per share	$	0.45		$	0.45

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

6

Goldman Sachs BDC, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2020			March 31, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations:	$	(63,780	)	$	2,215
Adjustments to reconcile net increase (decrease) in net assets    resulting from operations to net cash provided by (used for)    operating activities:
Purchases of investments		(99,268	)		(126,114	)
Payment-in-kind interest capitalized		(903	)		(937	)
Investments in affiliated money market fund, net		(64,306	)		—
Proceeds from sales of investments and principal repayments		50,323			79,048
Net realized (gain) loss on investments		10,140			24,722
Net change in unrealized (appreciation) depreciation on investments		72,650			(3,556	)
Net change in unrealized (appreciation) depreciation on    foreign currency forward contracts and transactions		(62	)		(71	)
Amortization of premium and accretion of discount, net		(1,437	)		(2,816	)
Amortization of deferred financing and debt issuance costs		891			638
Amortization of original issue discount on convertible notes		110			104
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(6,555	)		35
(Increase) decrease in interest and dividends receivable		(881	)		(1,759	)
(Increase) decrease in other assets		(995	)		25
Increase (decrease) in interest and other debt expenses payable		3,685			1,574
Increase (decrease) in management fees payable		(647	)		102
Increase (decrease) in incentive fees payable		(1,850	)		493
Increase (decrease) in directors’ fees payable		139			113
Increase (decrease) in accrued expenses and other liabilities		(1,408	)		(1,085	)
Net cash provided by (used for) operating activities	$	(104,154	)	$	(27,269	)
Cash flows from financing activities:
Distributions paid	$	(17,470	)	$	(17,343	)
Deferred financing and debt issuance costs paid		(10,108	)		(494	)
Borrowings on debt		553,066			130,891
Repayments of debt		(408,676	)		(86,000	)
Net cash provided by (used for) financing activities	$	116,812		$	27,054
Net increase (decrease) in cash		12,658			(215	)
Effect of foreign exchange rate changes on cash and cash equivalents		(20	)		(7	)
Cash, beginning of period		9,409			6,113
Cash, end of period	$	22,047		$	5,891
Supplemental and non-cash activities
Interest expense paid	$	4,209		$	5,765
Accrued but unpaid excise tax expense	$	622		$	625
Accrued but unpaid deferred financing and debt issuance costs	$	1,214		$	—
Accrued but unpaid offering costs	$	—		$	2
Accrued but unpaid distributions	$	18,181		$	18,120
Reinvestment of stockholder distributions	$	695		$	759
Exchange of investments	$	33,524		$	35,230

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

7

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of March 31, 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 * # - 180.63%
3SI Security Systems, Inc.(1)	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor	06/16/2023	$       14,736	$     14,618	$    14,183
A Place For Mom, Inc.	Diversified Consumer Services	4.75%	L + 3.75%; 1.00% Floor	08/10/2024	8,820	8,813	7,497
Accuity Delivery Systems, LLC^ (1) (2)	Health Care Providers & Services	8.00%	L + 7.00%; 1.00% Floor	06/13/2023	10,170	9,959	10,272
Acquia, Inc.(1) (2)	Software	8.58%	L + 7.00%; 1.00% Floor	10/31/2025	12,364	12,130	11,746
Acquia, Inc.(1) (2) (3)	Software		L + 7.00%; 1.00% Floor	10/31/2025	1,322	(25)	(66)
Animal Supply Holdings, LLC^^ (1) (4)	Distributors	11.78%	L + 10.00% (incl. 2.50% PIK); 1.50% Floor	02/22/2022	3,894	3,869	3,641
Ansira Partners, Inc.	Professional Services	7.36%	L + 5.75%; 1.00% Floor	12/20/2022	4,566	4,543	4,018
Ansira Partners, Inc.(3)	Professional Services	6.98%	L + 5.75%; 1.00% Floor	12/20/2022	281	184	152
Apptio, Inc.(1) (2)	IT Services	8.25%	L + 7.25%; 1.00% Floor	01/10/2025	32,702	32,149	31,803
Apptio, Inc.(1) (2) (3)	IT Services		L + 7.25%; 1.00% Floor	01/10/2025	2,225	(36)	(61)
Associations, Inc.(1) (2)	Real Estate Management & Development	8.91%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor	07/30/2024	13,650	13,523	12,660
Associations, Inc.(1) (2) (3)	Real Estate Management & Development	8.91%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor	07/30/2024	2,995	2,117	1,928
Associations, Inc.(1) (2)	Real Estate Management & Development	8.00%	L + 6.00%; 1.00% Floor	07/30/2024	587	581	544
ATX Networks Corp.	Communications Equipment	8.45%	L + 7.00% (incl. 1.00% PIK); 1.00% Floor	06/11/2021	7,303	7,285	5,697
ATX Networks Corp.	Communications Equipment	8.45%	L + 7.00% (incl. 1.00% PIK); 1.00% Floor	06/11/2021	464	460	362
Badger Sportswear, Inc.	Textiles, Apparel & Luxury Goods	6.25%	L + 5.00%; 1.00% Floor	09/11/2023	7,150	7,095	5,506
Barbri, Inc.	Diversified Consumer Services	5.77%	L + 4.25%; 1.00% Floor	12/01/2023	6,243	6,223	5,119
BJH Holdings III Corp. (dba Jack's Family Restaurants)(1) (2)	Hotels, Restaurants & Leisure	7.20%	L + 5.75%; 1.00% Floor	08/19/2025	6,193	6,136	5,899
Brillio, LLC(1) (2)	IT Services	5.75%	L + 4.75%; 1.00% Floor	02/06/2025	4,486	4,448	4,239
Brillio, LLC(1) (2) (3)	IT Services	5.75%	L + 4.75%; 1.00% Floor	02/06/2025	1,510	755	672
Bullhorn, Inc.(1) (2)	Professional Services	6.57%	L + 5.50%; 1.00% Floor	10/01/2025	10,967	10,814	10,474
Bullhorn, Inc.(1) (2)	Professional Services	6.50%	L + 5.50%; 1.00% Floor	10/01/2025	545	538	521
Bullhorn, Inc.(1) (2)	Professional Services	6.57%	L + 5.50%; 1.00% Floor	10/01/2025	181	179	173
Bullhorn, Inc.(1) (2) (3)	Professional Services	6.57%	L + 5.50%; 1.00% Floor	10/01/2025	727	126	104
Businessolver.com, Inc.(1) (2)	Health Care Technology	9.19%	L + 7.50%; 1.00% Floor	05/15/2023	12,549	12,379	11,922
Businessolver.com, Inc.(1) (2)	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor	05/15/2023	11,175	10,955	10,616
Businessolver.com, Inc.(1) (2)	Health Care Technology	9.15%	L + 7.50%; 1.00% Floor	05/15/2023	1,882	1,855	1,788
Businessolver.com, Inc.(1) (2) (3)	Health Care Technology		L + 7.50%; 1.00% Floor	05/15/2023	1,569	(20)	(78)
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	4,785	4,743	4,558
CFS Management, LLC (dba Center for Sight Management)(1) (2) (3)	Health Care Providers & Services		L + 5.75%; 1.00% Floor	07/01/2024	1,418	(12)	(67)
Chronicle Bidco Inc. (dba Lexitas)(1) (2)	Professional Services	7.45%	L + 5.75%; 1.00% Floor	11/14/2025	6,983	6,850	6,738
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3)	Professional Services	7.38%	L + 5.75%; 1.00% Floor	11/14/2025	2,936	1,540	1,481
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3)	Professional Services		L + 5.75%; 1.00% Floor	11/14/2025	880	(17)	(31)
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2)	Health Care Providers & Services	8.12%	L + 6.50%; 1.00% Floor	03/28/2025	8,900	8,797	8,611
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2)	Health Care Providers & Services	8.12%	L + 6.50%; 1.00% Floor	03/28/2025	6,602	6,510	6,387
ConnectWise, LLC(1) (2)	IT Services	7.07%	L + 6.00%; 1.00% Floor	02/28/2025	13,532	13,276	12,551
ConnectWise, LLC(1) (2) (3)	IT Services		L + 6.00%; 1.00% Floor	02/28/2025	1,036	(19)	(75)
Convene 237 Park Avenue, LLC (dba Convene)(1) (2)	Real Estate Management & Development	9.09%	L + 7.50%; 1.50% Floor	08/30/2024	21,200	20,816	18,020
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) (3)	Real Estate Management & Development	9.24%	L + 7.50%; 1.50% Floor	08/30/2024	6,220	3,148	2,301
CorePower Yoga LLC(2)	Diversified Consumer Services	5.47%	L + 4.50%	05/14/2025	9,939	9,809	8,945
CorePower Yoga LLC(2) (3)	Diversified Consumer Services		L + 4.50%	05/14/2025	158	(2)	(16)
CorePower Yoga LLC(2) (3)	Diversified Consumer Services		L + 4.75%	05/14/2025	678	(9)	(68)
CST Buyer Company (dba Intoxalock)(2)	Diversified Consumer Services	6.82%	L + 5.75%; 1.00% Floor	10/03/2025	12,311	12,163	10,464
CST Buyer Company (dba Intoxalock) (2) (3)	Diversified Consumer Services	6.82%	L + 5.75%; 1.00% Floor	10/03/2025	876	515	394

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

8

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of March 31, 2020

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

(Unaudited)

Investment *	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par Amount/Shares (++)	Cost	Fair Value
DDS USA Holding, Inc.(1) (2)	Health Care Equipment & Supplies	6.13%	L + 4.75%; 1.00% Floor	06/30/2022	$        3,795	$    3,783	$    3,662
DDS USA Holding, Inc.(1) (2)	Health Care Equipment & Supplies	6.13%	L + 4.75%; 1.00% Floor	06/30/2022	3,589	3,577	3,463
DDS USA Holding, Inc.(1) (2)	Health Care Equipment & Supplies	7.00%	P + 3.75%; 1.00% Floor	06/30/2022	1,079	1,076	1,041
Diligent Corporation(1) (2)	Professional Services	7.42%	L + 5.50%; 1.00% Floor	04/14/2022	€      15,975	18,349	17,443
Diligent Corporation(1) (2)	Professional Services	6.93%	L + 5.50%; 1.00% Floor	04/14/2022	3,821	3,791	3,783
Diligent Corporation(1) (2)	Professional Services	7.42%	L + 5.50%; 1.00% Floor	04/14/2022	1,472	1,460	1,457
Diligent Corporation(1) (2) (3)	Professional Services	6.92%	L + 5.50%; 1.00% Floor	04/14/2022	1,300	1,125	1,131
Diligent Corporation(1) (2)	Professional Services	6.57%	L + 5.50%; 1.00% Floor	04/14/2022	505	501	500
Diligent Corporation(1) (2)	Professional Services	7.42%	L + 5.50%; 1.00% Floor	04/14/2022	245	242	242
Diligent Corporation(1) (2) (3)	Professional Services		L + 5.50%; 1.00% Floor	04/14/2022	4,268	(33)	(43)
DocuTAP, Inc.(1) (2)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor	05/12/2025	24,033	23,505	23,012
E2open, LLC(1) (2)	Software	7.36%	L + 5.75%; 1.00% Floor	11/26/2024	16,219	16,075	15,489
Elemica Parent, Inc.(1) (2)	Chemicals	6.39%	L + 5.50%	09/18/2025	2,898	2,831	2,681
Elemica Parent, Inc.(1) (2) (3)	Chemicals	6.68%	L + 5.50%	09/18/2025	380	270	250
Elemica Parent, Inc.(1) (2) (3)	Chemicals		L + 5.50%	09/18/2025	560	(6)	(42)
Empirix, Inc.(1) (2)	Diversified Telecommunication Services	7.71%	L + 6.25%; 1.00% Floor	09/25/2024	22,030	21,725	19,387
Empirix, Inc.(1) (2)	Diversified Telecommunication Services	7.63%	L + 6.25%; 1.00% Floor	09/25/2023	1,300	1,284	1,144
Eptam Plastics, Ltd.(1) (2)	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor	12/06/2025	4,300	4,238	4,117
Eptam Plastics, Ltd.(1) (2)	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor	12/06/2025	915	902	876
Eptam Plastics, Ltd.(1) (2) (3)	Health Care Equipment & Supplies		L + 5.50%; 1.00% Floor	12/06/2025	1,830	(13)	(78)
Fenergo Finance 3 Limited(1) (2) (5)	Diversified Financial Services	7.70%	L + 6.25%; 1.00% Floor	09/05/2024	€      17,800	20,404	18,699
Fenergo Finance 3 Limited(1) (2) (3) (5)	Diversified Financial Services		L + 6.25%; 1.00% Floor	09/05/2024	1,182	(15)	(56)
Fenergo Finance 3 Limited(1) (2) (3) (5)	Diversified Financial Services		L + 6.25%; 1.00% Floor	09/05/2024	€        1,500	(23)	(79)
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure	6.77%	L + 5.50%; 1.00% Floor	08/21/2023	4,438	4,369	4,182
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure	6.77%	L + 5.50%; 1.00% Floor	08/21/2023	887	873	836
FWR Holding Corporation (dba First Watch Restaurants)(1)	Hotels, Restaurants & Leisure	6.77%	L + 5.50%; 1.00% Floor	08/21/2023	561	552	528
FWR Holding Corporation (dba First Watch Restaurants)(1) (3)	Hotels, Restaurants & Leisure	6.77%	L + 5.50%; 1.00% Floor	08/21/2023	587	388	363
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services	6.86%	L + 5.50%; 1.00% Floor	09/04/2024	9,728	9,576	9,242
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services	6.95%	L + 5.50%; 1.00% Floor	09/04/2024	5,071	4,990	4,818
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services	7.71%	L + 5.50%; 1.00% Floor	09/04/2024	4,865	4,798	4,622
Gastro Health Holdco, LLC(1) (2)	Health Care Providers & Services	6.95%	L + 5.50%; 1.00% Floor	09/04/2023	2,000	1,972	1,900
GH Holding Company (dba Grace Hill)(1)	Real Estate Management & Development	5.49%	L + 4.50%	02/28/2023	7,350	7,327	7,019
GI Revelation Acquisition LLC (dba Consilio)	IT Services	5.99%	L + 5.00%	04/16/2025	4,670	4,652	3,596
GK Holdings, Inc. (dba Global Knowledge)	IT Services	7.45%	L + 6.00%; 1.00% Floor	01/20/2021	8,527	8,518	5,799
GlobalTranz Enterprises, Inc.(2)	Road & Rail	5.93%	L + 5.00%	05/15/2026	7,662	7,523	5,421
Governmentjobs.com, Inc. (dba NeoGov)(1) (2)	Software	8.24%	L + 6.50%; 1.00% Floor	02/05/2026	18,305	17,946	17,893
Governmentjobs.com, Inc. (dba NeoGov)(1) (2) (3)	Software		L + 6.50%; 1.00% Floor	02/05/2026	2,441	(48)	(55)
Granicus, Inc.(2)	Software	5.75%	L + 4.75%; 1.00% Floor	09/07/2022	9,921	9,847	9,326
Halo Branded Solutions, Inc.	Commercial Services & Supplies	5.50%	L + 4.50%; 1.00% Floor	06/30/2025	6,474	6,421	5,179
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2)	Hotels, Restaurants & Leisure	8.20%	L + 6.75%; 1.00% Floor	07/09/2025	23,157	22,845	20,841
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) (3)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%; 1.00% Floor	07/09/2025	1,883	1,058	894

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

9

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of March 31, 2020

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

(Unaudited)

Investment *	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par Amount/Shares (++)	Cost	Fair Value
Hygiena Borrower LLC	Life Sciences Tools & Services	5.45%	L + 4.00%; 1.00% Floor	08/26/2022	$      12,489	$    12,408	$    11,864
Hygiena Borrower LLC(3)	Life Sciences Tools & Services		L + 4.00%; 1.00% Floor	08/26/2022	715	(3)	(36)
Hygiena Borrower LLC(3)	Life Sciences Tools & Services		L + 4.00%; 1.00% Floor	08/26/2022	1,313	(10)	(66)
iCIMS, Inc.(1) (2)	Software	7.50%	L + 6.50%; 1.00% Floor	09/12/2024	29,895	29,425	28,475
iCIMS, Inc.(1) (2)	Software	7.50%	L + 6.50%; 1.00% Floor	09/12/2024	5,506	5,409	5,244
iCIMS, Inc.(1) (2) (3)	Software		L + 6.50%; 1.00% Floor	09/12/2024	1,868	(28)	(89)
Infinity Sales Group(1)	Media	11.96%	L + 10.50%; 1.00% Floor	11/23/2022	25,579	25,579	26,218
Instructure Holdings(2)	Diversified Consumer Services	8.21%	L + 7.00%; 1.00% Floor	03/24/2026	25,863	25,541	25,540
Instructure Holdings(2) (3)	Diversified Consumer Services		L + 7.00%; 1.00% Floor	03/24/2026	2,000	(25)	(25)
Integral Ad Science, Inc.(1) (2)	Interactive Media & Services	8.25%	L + 7.25% (incl. 1.25% PIK); 1.00% Floor	07/19/2024	25,734	25,344	24,769
Integral Ad Science, Inc.(1) (2) (3)	Interactive Media & Services		L + 6.00%; 1.00% Floor	07/19/2023	1,815	(24)	(68)
Internet Truckstop Group, LLC (dba Truckstop)(1) (2)	Transportation Infrastructure	6.96%	L + 5.50%; 1.00% Floor	04/02/2025	22,153	21,675	21,266
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) (3)	Transportation Infrastructure		L + 5.50%; 1.00% Floor	04/02/2025	1,800	(38)	(72)
Iracore International Holdings, Inc.^ (1)	Energy Equipment & Services	10.00%	L + 9.00%; 1.00% Floor	04/12/2021	2,917	2,917	2,888
Jill Acquisition LLC (dba J. Jill)	Specialty Retail	6.78%	L + 5.00%; 1.00% Floor	05/08/2022	6,681	6,660	4,718
Kawa Solar Holdings Limited^ (1) (5) (6)	Construction & Engineering			05/26/2020	3,917	3,603	3,244
Kawa Solar Holdings Limited^ (1) (5) (6)	Construction & Engineering			05/26/2020	5,201	2,683	—
Lithium Technologies, Inc.(1) (2)	Interactive Media & Services	9.00%	L + 8.00%; 1.00% Floor	10/03/2022	38,966	38,420	36,920
Lithium Technologies, Inc.(1) (2) (3)	Interactive Media & Services		L + 8.00%; 1.00% Floor	10/03/2022	2,684	(34)	(141)
Mailgun Technologies, Inc.(1) (2)	Interactive Media & Services	7.08%	L + 6.00%; 1.00% Floor	03/26/2025	15,856	15,579	15,063
Mailgun Technologies, Inc.(1) (2) (3)	Interactive Media & Services		L + 6.00%; 1.00% Floor	03/26/2025	993	—	(50)
Mervin Manufacturing, Inc.(1)	Leisure Products	8.50%	L + 7.50%; 1.00% Floor	09/30/2022	10,859	10,857	10,289
Midwest Transport, Inc.(1) (2)	Road & Rail	8.07%	L + 7.00%; 1.00% Floor	10/02/2023	11,748	11,660	11,513
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2)	Health Care Technology	7.28%	L + 5.50%; 1.00% Floor	11/15/2024	20,661	20,315	19,938
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) (3)	Health Care Technology	7.59%	L + 5.50%; 1.00% Floor	11/15/2024	3,188	2,628	2,566
MRI Software LLC	Real Estate Management & Development	6.57%	L + 5.50%; 1.00% Floor	02/10/2026	7,842	7,766	6,822
MRI Software LLC(3)	Real Estate Management & Development	6.57%	L + 5.50%; 1.00% Floor	02/10/2026	622	305	230
MRI Software LLC(3)	Real Estate Management & Development		L + 5.50%; 1.00% Floor	02/10/2026	1,363	(8)	(177)
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software	8.83%	L + 7.75%; 1.00% Floor	03/22/2024	8,493	8,385	8,089
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software	8.83%	L + 7.75%; 1.00% Floor	03/22/2024	3,980	3,907	3,791
Netvoyage Corporation (dba NetDocuments)(1) (2)	Software	8.83%	L + 7.75%; 1.00% Floor	03/24/2022	801	785	763
Netvoyage Corporation (dba NetDocuments)(1) (2) (3)	Software		L + 7.75%; 1.00% Floor	03/24/2022	654	(5)	(31)
Output Services Group, Inc.	Diversified Consumer Services	6.11%	L + 4.50%; 1.00% Floor	03/27/2024	3,932	3,919	2,988
Pharmalogic Holdings Corp.(1)	Health Care Equipment & Supplies	4.99%	L + 4.00%	06/11/2023	3,230	3,225	3,036
Pharmalogic Holdings Corp.(1)	Health Care Equipment & Supplies	4.99%	L + 4.00%	06/11/2023	1,755	1,752	1,650
Pharmalogic Holdings Corp.(1)	Health Care Equipment & Supplies	4.99%	L + 4.00%	06/11/2023	1,725	1,718	1,621

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

10

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of March 31, 2020

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

(Unaudited)

Investment *	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par Amount/Shares (++)	Cost	Fair Value
Pharmalogic Holdings Corp.(1)	Health Care Equipment & Supplies	4.99%	L + 4.00%	06/11/2023	$     927	$     926	$     872
Picture Head Midco LLC(1) (2)	Entertainment	7.75%	L + 6.75%; 1.00% Floor	08/31/2023	18,437	18,158	16,686
PlanSource Holdings, Inc.(1) (2)	Health Care Technology	7.95%	L + 6.25%; 1.00% Floor	04/22/2025	22,780	22,382	21,527
PlanSource Holdings, Inc.(1) (2) (3)	Health Care Technology		L + 6.25%; 1.00% Floor	04/22/2025	3,142	(53)	(173)
Power Stop, LLC(2)	Auto Components	5.95%	L + 4.50%	10/19/2025	7,505	7,489	6,755
Premier Imaging, LLC (dba Lucid Health)(1) (2)	Health Care Providers & Services	6.50%	L + 5.50%; 1.00% Floor	01/02/2025	11,741	11,574	11,095
Professional Physical Therapy(1)	Health Care Providers & Services	8.33%	L + 6.75% (incl. 5.75% PIK); 1.00% Floor	12/16/2022