Goldman Sachs Middle Market Lending Corp. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EX-32.1 - Goldman Sachs Middle Market Lending Corp.	mmlc-ex321_7.htm
EX-31.2 - EX-31.2 - Goldman Sachs Middle Market Lending Corp.	mmlc-ex312_8.htm
EX-31.1 - EX-31.1 - Goldman Sachs Middle Market Lending Corp.	mmlc-ex311_6.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2020

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

Commission file number: 000-55746

Goldman Sachs Middle Market Lending Corp.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	81-2506508
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

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

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

Not Applicable

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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

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

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

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

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 10, 2020 was 53,844,947.

GOLDMAN SACHS MIDDLE MARKET LENDING CORP.


	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 June 30, 2020 (Unaudited) and December 31, 2019	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2020 (Unaudited) and 2019 (Unaudited)	7
	Consolidated Schedules of Investments as of June 30, 2020 (Unaudited) and December 31, 2019	8
	Notes to the Consolidated Financial Statements (Unaudited)	20
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	55
ITEM 4.	Controls and Procedures	56

PART II	OTHER INFORMATION	56
ITEM 1.	Legal Proceedings	56
ITEM 1A.	Risk Factors	56
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
ITEM 3.	Defaults Upon Senior Securities	63
ITEM 4.	Mine Safety Disclosures	63
ITEM 5.	Other Information	63
ITEM 6.	Exhibits	63

SIGNATURES		65

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon 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 and our quarterly report on Form 10-Q for the quarter ended March 31, 2020, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

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

•	our future operating results;

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

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

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

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

•	the impact of investments that we expect to make;

•	the impact of increased competition;

•	our contractual arrangements and relationships with third parties;

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

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

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

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

•	our ability to make distributions;

•	the adequacy of our cash resources and working capital;

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

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

•	the impact of future acquisitions and divestitures;

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

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

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

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

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

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

•	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 and the business of Goldman Sachs BDC, Inc. (“GS BDC”) 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 Amended and Restated Merger Agreement (as defined below) or action of our stockholders or GS BDC’s stockholders with respect to any proposed transaction.

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PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

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.

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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.

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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.

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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.

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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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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		117,788
Total Investments in Affiliated Money Market Fund				117,788		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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

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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 (“€”).

^{^}

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⁾

⁽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⁾

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.

⁽⁶⁾

Non-income producing security.

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

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Goldman Sachs Middle Market Lending Corp.

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

(in thousands, except share and per share amounts)

⁽⁷⁾

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


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

⁽⁸⁾

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

PIK – Payment-In-Kind

ADDITIONAL INFORMATION

Foreign currency forward contracts


Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
Bank of America, N.A.	USD 221	EUR 200	01/06/2020	$(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.

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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

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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.

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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;

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(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.

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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.

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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).

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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.

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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.

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Co-investment Activity

In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted exemptive relief (“Exemptive Relief”) that permits the Company to co-invest with 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

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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:

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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.

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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.

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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.

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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).

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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

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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

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	)

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		Unfunded Commitment Balances⁽²⁾				Fair Value⁽³⁾
	Commitment Expiration Date⁽¹⁾	June 30, 2020		December 31, 2019		June 30, 2020			December 31, 2019
Elemica Parent, Inc.	9/18/2025		147		366		(11	)		(9	)
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

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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.

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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).

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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.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Middle Market Lending Corp., unless otherwise specified. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2017. From our commencement of operations on January 11, 2017 through June 30, 2020, we have originated $2.32 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. “Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, 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 we would continue to hold. In exchange for the greater risk of loss, the “last out” portion generally earns a higher interest rate than the “first-out” portion. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in middle-market corporate credit obligations and related instruments; including other income-producing assets. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $125 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. We expect to invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act. In addition, as a result of fluctuations in the value of one asset relative to another asset, middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time. Investors will be notified at least 60 days prior to any change to our 80% investment policy described above.

We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors–Risks Relating to Our Business and Structure–We operate in a highly competitive market for investment opportunities” and “Item 1. Business–Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2019.

Pending Merger with GS BDC

On December 9, 2019, we 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 us,

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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 our stockholders to receive shares of GS BDC Common Stock that have a market value in excess of our 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 our stockholders from 0.9939 shares of GS BDC Common Stock for each share of our 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 our 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 us, and we will continue as the surviving company and, immediately thereafter, we will merge with and into GS BDC, with GS BDC continuing as the surviving company. 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 our stockholders of each of (i) the Amended and Restated Merger Agreement and (ii) the Amended and Restated GS BDC Charter. Solely in the event that the Merger is consummated, GSAM will reimburse each of us and GS BDC, in each case in an amount of up to $4.00 million, for all fees and expenses incurred and payable by us or GS BDC, in connection with or related to the Merger (including all documented fees and expenses of counsel, accountants, experts and consultants to us or our Special Committee, on the one hand, or GS BDC or its Special Committee, on the other hand). In addition, solely in the event that the Merger is consummated, but prior to the closing, the Board of Directors will declare a distribution of $75.00 million to our stockholders relating to the pre-Closing period, subject to our compliance with all applicable regulatory requirements and covenants contained in debt agreements to which we are party or subject (the “MMLC Distribution”).

For further information, see Note 12 “Pending Merger with GS BDC” to our consolidated financial statements included in this report and our final joint proxy statement/prospectus on Form 497, filed with the SEC on August 4, 2020.

Impact of COVID-19 Pandemic

Governments around the world remain highly focused on mitigating the risk of further spread of COVID-19 and continue to manage their response to the crisis, which has included measures such as quarantines, travel restrictions and business curtailments. COVID-19 has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, our business, financial condition, liquidity and our portfolio companies’ results of operations and by extension our operating results. The extent to which the COVID-19 pandemic will continue to negatively affect our business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating results will depend on future developments, which are highly uncertain and cannot be predicted.

Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles The largest five industries in our investment portfolio as of June 30, 2020 are Health Care Technology, Interactive Media & Services, Software, Health Care Providers & Services, and IT Services. As of June 30, 2020, 3.9% of our investment portfolio at fair value is in Hotels, Restaurants and Leisure, Textiles, Apparel and Luxury Goods, Oil, Gas and Consumable Fuels, Airlines, and Multi-line and Specialty Retail industries, industries which may be significantly adversely impacted by COVID-19, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. Business disruption experienced by our portfolio companies may reduce, over time, the amount of interest and dividend income that we receive from our investments companies and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our stockholders. As a result, we may be required to reduce the future amount of distributions to our stockholders. We continue to closely monitor our investment portfolio in order to be positioned to respond appropriately.

In response to the COVID-19 pandemic, Goldman Sachs activated and has continued to execute on its business continuity planning (the “BCP”) strategy. Goldman Sachs’ priority has been to safeguard its employees and to ensure continuity of business operations. Goldman Sachs has a central team that continues to manage its COVID-19 response, which is led by its chief administrative officer and chief medical officer. As a result of the execution of Goldman Sachs’ BCP, the vast majority of its employees continue to work remotely. Goldman Sachs has been focused on establishing policies and protocols that will enable a phased return to office, taking into account the readiness of people, communities and facilities. Our systems and infrastructure have continued to support our business operations. We have maintained regular and active communication across senior management, the rest of our private credit group and our board of directors (the “Board of Directors”). Furthermore, we have ongoing dialogues with our vendors to ensure they continue to meet our criteria for business continuity.

For further information about the risks associated with COVID-19, see “—Item 1A. Risk Factors” in Part II.

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KEY COMPONENTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (including GS BDC, GS PMMC, and GS PMMC II, collectively with other client accounts managed by our Investment Adviser, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with our investment management agreement (the “Investment Management Agreement”) and administration agreement (the “Administration Agreement”), including:

•

our operational expenses;

•

fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

•

interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;

•

fees and expenses incurred by us in connection with membership in investment company organizations;

•

brokers’ commissions;

•

fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm);

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

the fees and expenses of our administrator, transfer agent, or sub-transfer agent;

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•

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of the shares;

•

the expenses of, and fees for, registering or qualifying common stock for sale, maintaining our registration and qualifying and registering us as a broker or a dealer;

•

the fees and expenses of our independent directors;

•

the cost of preparing and distributing reports, proxy statements and notices to holders of our equity interests, the SEC and other regulatory authorities;

•

costs of holding stockholders meetings;

•

listing fees, if any;

•

the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our organizational documents insofar as they govern agreements with any such custodian;

•

insurance premiums; and

•

costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

Leverage

We expect from time to time to borrow funds for a variety of purposes, subject to the limitations of the Investment Company Act, including to bridge fundings for investments in advance of drawdowns, as part of our investment strategy, to meet other short-term liquidity needs, including to pay the Management Fee, and to facilitate our hedging activities. Sources of leverage include the issuance of senior securities (including preferred stock) and other credit facilities (secured by Investments and/or pledges of Undrawn Commitments). We have entered into a revolving credit facility with Truist Bank (formerly known as SunTrust Bank), as administrative agent (the “Truist Revolving Credit Facility”), which allows us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks.

As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 200% after such borrowing (or 150% if certain requirements are met). The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as us, an offer to repurchase shares held by the BDC’s stockholders as of the date the requisite approval is obtained. Under the legislation, BDCs are able to increase their leverage capacity if shareholders approve a proposal to do so. If a BDC receives shareholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year.

Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

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PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.) consisted of the following:

	As of
	June 30, 2020							December 31, 2019
	Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value
	($ in millions)							($ in millions)
First Lien/Senior Secured Debt	$	1,335.59	$	1,288.22		76.9	%	$	1,272.05	$	1,266.49		75.2	%
First Lien/Last-Out Unitranche		100.70		99.42		5.9			100.83		100.80		6.0
Second Lien/Senior Secured Debt		299.30		259.52		15.5			311.93		294.16		17.5
Preferred Stock		7.20		14.38		0.9			7.20		10.14		0.6
Common Stock		10.38		14.23		0.8			10.38		11.57		0.7
Warrants		1.17		—		—			—		—		—
Total Investments	$	1,754.34	$	1,675.77		100.0	%	$	1,702.39	$	1,683.16		100.0	%

The weighted average yield of our portfolio by asset type (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.), at amortized cost and fair value, was as follows:

	As of
	June 30, 2020						December 31, 2019
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield⁽¹⁾
First Lien/Senior Secured Debt⁽²⁾		7.9	%		8.9	%		8.7	%		8.7	%
First Lien/Last-Out Unitranche⁽²⁾⁽³⁾		9.2			10.0			10.1			10.1
Second Lien/Senior Secured Debt⁽²⁾		9.4			12.3			10.7			11.8
Preferred Stock⁽⁴⁾		—			—			—			—
Common Stock⁽⁴⁾		—			—			—			—
Warrants⁽⁴⁾		—			—			—			—
Total Portfolio		8.1	%		9.3	%		9.0	%		9.2	%

⁽¹⁾	The weighted average yield of our portfolio does not represent the total return to our stockholders.

⁽²⁾

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value. This calculation excludes exit fees that are receivable upon repayment of certain loan investments.

⁽³⁾	The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

⁽⁴⁾	Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

As of June 30, 2020, the total portfolio weighted average yield measured at amortized cost and fair value was 8.2% and 9.3%, as compared to 9.0% and 9.2%, at December 31, 2019. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was primarily driven by one investment placed on non-accrual status.

The following table presents certain selected information regarding our investment portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.):

	As of
	June 30, 2020				December 31, 2019
Number of portfolio companies			83				81
Percentage of performing debt bearing a floating rate⁽¹⁾			99.4	%			100.0	%
Percentage of performing debt bearing a fixed rate⁽¹⁾⁽²⁾			0.6	%			—	%
Weighted average leverage (net debt/EBITDA)⁽³⁾		5.7x				5.9x
Weighted average interest coverage⁽³⁾		2.6x				2.3x
Median EBITDA⁽³⁾	$	36.76 million			$	40.25 million

⁽¹⁾	Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

⁽²⁾	Includes income producing preferred stock investments, if applicable.

⁽³⁾

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

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For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

As of June 30, 2020 and December 31, 2019, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 33.99% and 30.4%, of total debt investments at fair value. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

•

Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

•

Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

•

Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

•

Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.) on the 1 to 4 grading scale:

	As of
	June 30, 2020					December 31, 2019
Investment Performance Rating	Fair Value		Percentage of Total Portfolio at Fair Value			Fair Value		Percentage of Total Portfolio at Fair Value
	(in millions)					(in millions)
Grade 1	$	—		—	%	$	17.83		1.0	%
Grade 2		1,469.69		87.7			1,643.87		97.7
Grade 3		206.09		12.3			21.46		1.3
Grade 4		—		—			—		—
Total Investments	$	1,675.78		100.0	%	$	1,683.16		100.0	%

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The decrease in investments with a grade 1 investment performance rating as of June 30, 2020 compared to December 31, 2019 was primarily due to the repayment of investments with an aggregate fair value of $17.83 million. The increase in investments with a grade 3 investment performance rating as of June 30, 2020 compared to December 31, 2019 was primarily driven by increased market volatility, economic disruption and wider credit spreads resulting from the recent COVID-19 pandemic, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. For further discussion of the impact of the COVID-19 pandemic on our portfolio, please see “ —Impact of COVID-19 Pandemic.”

The following table shows the amortized cost of our performing and non-accrual investments (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.):

	As of
	June 30, 2020					December 31, 2019
	Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total Portfolio at Amortized Cost
	(in millions)					(in millions)
Performing	$	1,742.49		99.3	%	$	1,702.39		100.0	%
Non-accrual		11.85		0.7	%		—		—
Total Investments	$	1,754.34		100.0	%	$	1,702.39		100.0	%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the 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. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

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The following table shows our investment activity by investment type:

	For the Three Months Ended
	June 30, 2020			June 30, 2019
	($ in millions)
New investments committed at cost:
Gross originations	$	0.57		$	179.11
Less: Syndications⁽¹⁾		—			—
Net amount of new investments committed at cost:	$	0.57		$	179.11
Amount of investments committed at cost⁽²⁾:
First Lien/Senior Secured Debt	$	0.57		$	171.60
Second Lien/Senior Secured Debt		—			7.51
Total	$	0.57		$	179.11
Proceeds from investments sold or repaid⁽⁹⁾:
First Lien/Senior Secured Debt	$	5.86		$	85.87
First Lien/Last-Out Unitranche		0.28			0.11
Second Lien/Senior Secured Debt		14.60			0.09
Total	$	20.74		$	86.07
Net increase (decrease) in portfolio	$	(20.17	)	$	93.04
Number of new portfolio companies with new investment commitments⁽³⁾		1			5
Total new investment commitment amount in new portfolio companies⁽³⁾	$	0.47		$	140.19
Average new investment commitment amount in new portfolio companies⁽³⁾	$	0.47		$	28.04
Number of existing portfolio companies with new investment commitments⁽³⁾		1			7
Total new investment commitment amount in existing portfolio companies⁽³⁾	$	0.10		$	38.92
Weighted average remaining term for new investment commitments (in years)⁽³⁾⁽⁴⁾		6.3			6.0
Percentage of new debt investment commitments at floating interest rates^(3)(10)		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates^(3)(10)		—	%		—	%
Weighted average yield on new debt and income producing investment commitments^(2)(3)(5)		9.1	%		9.1	%
Weighted average yield on new investment commitments^(2)(3)(6)		9.1	%		9.1	%
Weighted average yield on debt and income producing investments sold or paid down⁽⁷⁾⁽⁹⁾		9.2	%		10.0	%
Weighted average yield on investments sold or paid down⁽⁸⁾⁽⁹⁾		9.2	%		10.0	%

⁽¹⁾	Only includes syndications, if any, that occurred at the initial close of the investment.

⁽²⁾	Net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close of the investment.

⁽³⁾	May include positions originated during the period but not held at the reporting date.

⁽⁴⁾	Calculated as of the end of the relevant period and the maturity date of the individual investments.

⁽⁵⁾

Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

⁽⁶⁾

Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

⁽⁷⁾

Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual.

⁽⁸⁾

Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

⁽⁹⁾	Excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

⁽¹⁰⁾	Computed based on amount of investments committed at cost.

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RESULTS OF OPERATIONS

Our operating results were as follows:

	For the Three Months Ended						For the Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
	($ in millions)
Total investment income	$	37.97		$	35.78		$	77.69		$	66.29
Net expenses		11.79			15.28			24.68			30.00
Net investment income before taxes		26.18			20.50			53.01			36.29
Income tax expense (benefit), including excise tax		—			0.01			—			—
Net investment income after taxes		26.18			20.49			53.01			36.29
Net realized gain (loss) on investments		—			(10.56	)		0.22			(10.56	)
Net realized gain (loss) on foreign currency transactions		0.04			0.04			0.08			0.05
Net unrealized appreciation (depreciation) on investments		32.61			6.66			(59.33	)		(2.65	)
Net unrealized appreciation (depreciation) on foreign currency forward contracts and translations		(1.07	)		(0.79	)		(0.08	)		0.46
Income tax (provision) benefit, realized and unrealized gain/loss		(0.09	)		(0.24	)		0.02			(0.34	)
Net increase (decrease) in net assets resulting from operations	$	57.67		$	15.60		$	(6.08	)	$	23.25

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income

	For the Three Months Ended				For the Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
	($ in millions)
Interest	$	37.59	$	35.17	$	76.95	$	65.22
Dividend income		0.05		0.06		0.06		0.09
Other income		0.33		0.55		0.68		0.98
Total investment income	$	37.97	$	35.78	$	77.69	$	66.29

Interest

Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $35.17 million for the three months ended June 30, 2019 to $37.59 million for the three months ended June 30, 2020, primarily due to an increase in recurring interest income, which resulted primarily from an increase in the size of our portfolio. The amortized cost of the portfolio increased from $1,415.35 million as of June 30, 2019 to $1,872.12 million as of June 30, 2020. Included in interest for the three months ended June 30, 2020 and 2019 is $0.15 million and $1.14 million, in prepayment premiums and $0.31 million and $1.11 million, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $65.22 million for the six months ended June 30, 2019 to $76.95 million for the six months ended June 30, 2020, primarily due to an increase in recurring interest income, which resulted primarily from an increase in the size of our portfolio. The amortized cost of the portfolio increased from $1,415.35 million as of June 30, 2019 to $1,872.12 million as of June 30, 2020.Included in interest for the six months ended June 30, 2020 and 2019 is $0.15 million and $1.21 million, respectively, in prepayment premiums and $0.89 million and $1.23 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Dividend and other income

Dividend and other income for the three and six months ended June 30, 2020 remained relatively consistent as compared to the three and six months ended June 30, 2019.

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Expenses

	For the Three Months Ended				For the Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
	($ in millions)
Interest and other debt expenses	$	6.15	$	5.06	$	13.60	$	9.47
Management fees		3.52		3.43		7.03		6.66
Incentive fees		—		5.37		—		11.34
Professional fees		1.08		0.45		2.02		0.74
Administration, custodian and transfer agent fees		0.59		0.55		1.16		1.07
Directors’ fees		0.11		0.11		0.21		0.21
Other expenses		0.34		0.31		0.66		0.51
Total expenses	$	11.79	$	15.28	$	24.68	$	30.00

Interest and other debt expenses

Interest and other debt expenses increased from $5.06 million for the three months ended June 30, 2019 to $6.15 million for the three months ended June 30, 2020. This was primarily due to an increase in the average aggregate daily borrowings from $408.02 million to $839.79 million, partially offset by a decrease in the weighted average interest rate for the Truist Revolving Credit Facility from 4.46% to 2.77%.

Interest and other debt expenses increased from $9.47 million for the six months ended June 30, 2019 to $13.60 million for the six months ended June 30, 2020. This was primarily due to an increase in the average aggregate daily borrowings from $381.66 million to $786.44 million, partially offset by a decrease in the weighted average interest rate for the Truist Revolving Credit Facility from 4.44% to 3.26%.

Management Fees and Incentive Fees

Management Fees for the three and six months ended June 30, 2020 remained relatively consistent as compared to the three and six months ended June 30, 2019. The accrual for Incentive Fees based on income decreased from $5.37 million and $11.34 million for the three and six months ended June 30, 2019 to $0.00 for both the three and six months ended June 30, 2020 as a result of an increase in accumulated unrealized depreciation in our portfolio.

Professional fees and other general and administrative expenses

Professional fees increased from $0.45 million and $0.74 million for the three and six months ended June 30, 2019 to $1.08 million and $2.02 million for the three and six months ended June 30, 2020 primarily driven by expenses incurred from our pending Merger with GS BDC. Other general and administrative expenses for the three and six months ended June 30, 2020 remained relatively consistent as compared to the three and six months ended June 30, 2019.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:

		For the Three Months Ended						For the Six Months Ended
		June 30, 2020			June 30, 2019			June 30, 2020		June 30, 2019
	(in millions)
Country Fresh Holding Company Inc.		$	—		$	(10.55	)	$	—	$	(10.55	)
Gastro Health Holdco, LLC			—			—			0.12		—
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)			—			—			0.10		—
Other, net			—			(0.01	)		—		(0.01	)
Net realized gain (loss)		$	(0.00	)	$	(10.56	)	$	0.22	$	(10.56	)

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For the three and six months ended June 30, 2019, net realized losses were primarily driven by our investment in Country Fresh Holding Inc. whereby, in April 2019, we exchanged our second lien debt for common equity, which resulted in a realized loss of $10.55 million.

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to “Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:

	For the Three Months Ended						For the Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
	($ in millions)
Unrealized appreciation	$	45.71		$	15.84		$	14.70		$	7.84
Unrealized depreciation		(13.10	)		(9.18	)		(74.03	)		(10.49	)
Net change in unrealized appreciation (depreciation) on investments	$	32.61		$	6.66		$	(59.33	)	$	(2.65	)

The change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended June 30, 2020			For the Six Months Ended June 30, 2020
	($ in millions)
Portfolio Company:
Zep Inc.	$	7.60		$	4.53
Wine.com, LLC		3.40			3.04
Odyssey Logistics & Technology Corporation		2.83			(4.43	)
Empirix, Inc.		2.14			1.46
Wrike, Inc.		2.00			3.31
CST Buyer Company (dba Intoxalock)		0.58			(2.35	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		0.55			(2.63	)
Accuity Delivery Systems, LLC		0.43			1.56
Convene 237 Park Avenue, LLC (dba Convene)		(0.03	)		(5.23	)
BJH Holdings III Corp. (dba Jack’s Family Restaurants)		(0.30	)		(0.64	)
Apptio, Inc.		(0.41	)		(0.94	)
ConnectWise, LLC		(0.42	)		(0.57	)
SF Home Décor, LLC (dba SureFit Home Décor)		(0.45	)		(1.51	)
Chase Industries, Inc. (dba Senneca Holdings)		(9.66	)		(11.81	)
Other, net ⁽¹⁾		24.35			(43.12	)
Total	$	32.61		$	(59.33	)

⁽¹⁾	For the three and six months ended June 30, 2020, other, net includes gross unrealized appreciation of $26.18 million and $0.80 million, respectively, and gross unrealized depreciation of $(0.66) million and $(42.75) million, respectively.

Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2020 continued to be impacted by the COVID-19 pandemic, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. For further discussion of the impact of the COVID-19 pandemic on our portfolio, please see “—Impact of COVID-19 Pandemic.” In addition, the net change in unrealized depreciation was driven by the unrealized depreciation in one of the investments in Chase Industries, Inc., which was placed on non-accrual status due to its capital condition.

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Valuations of investments are more difficult to determine when a severe economic shock occurs. Recent market conditions, characterized by dislocations of asset prices, higher volatility and reduced price transparency have made it more challenging to determine the fair value of some of our investments. Valuation under the current circumstances has required greater use of judgment. For further information about fair value measurements, see Note 5 “Fair Value Measurement” to our consolidated financial statements included in this report.

	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019
	($ in millions)
Portfolio Company:
Country Fresh Holding Company Inc.	$	10.40			1.79
Fenergo Finance 3 Limited		0.72			0.06
Wrike, Inc.		0.60			1.06
DocuTAP, Inc.		0.51			0.51
Accuity Delivery Systems, LLC		0.43			0.97
Other, net(1)		1.96			0.89
Continuum Managed Services LLC - Class B		0.37			0.89
SPay, Inc.		(0.02	)		(0.28	)
Viant Medical Holdings, Inc.		(0.21	)		0.14
GlobalTranz Enterprises LLC		(0.26	)		(0.26	)
Empirix, Inc.		(0.77	)		(0.79	)
Datto, Inc.		(0.85	)		(0.48	)
Zep Inc.		(6.22	)		(7.15	)
Total	$	6.66		$	(2.65	)

⁽¹⁾	For the three and six months ended June 30, 2019, other, net includes gross unrealized appreciation of $2.82 million and $2.43 million, respectively, and gross unrealized depreciation of $(0.86) million and $(1.54) million, respectively.

Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2019 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exchange of Country Fresh Holding Company, Inc., partially offset by the unrealized depreciation in Zep Inc., which was due to financial underperformance.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facility, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors.

As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). See “—Key Components of Operations – Leverage.” As of June 30, 2020 and December 31, 2019, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 216% and 228%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters which may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

As of June 30, 2020, we had cash of approximately $18.46 million, an increase of $5.06 million from December 31, 2019. In addition, as of June 30, 2020, we had an investment in a money market fund managed by an affiliate of Group Inc. of $117.79 million. Cash used by operating activities for the six months ended June 30, 2020 was approximately $122.78 million, primarily driven by net purchases of investments of $47.13 million, net purchases of investments in the affiliated money market fund of $117.79 million, a decrease in net assets resulting from operations of $6.08 million, offset by other operating activities of $48.22 million. Cash provided by financing activities for the six months ended June 30, 2020 was approximately $127.84 million, primarily driven by proceeds from the issuance of common stock of $61.81 million, net borrowings on debt of $110.89 million, offset by distributions paid of $44.43 million.

As of June 30, 2019, we had cash of approximately $11.02 million. Cash used by operating activities for the six months ended June 30, 2019 was approximately $273.95 million, primarily driven by net purchases of investments of $309.02 million, an increase in net assets resulting from operations of $23.25 million and proceeds from other operating activities of $11.82 million. Cash provided by financing activities for

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the six months ended June 30, 2019 was approximately $269.96 million, primarily driven by proceeds from the issuance of common stock of $124.16 million and net borrowings on debt of $180.63 million, partially offset by distributions paid of $34.68 million and other financing activities of $0.15 million.

To the extent permissible under the risk retention rules and applicable provisions of the Investment Company Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).

We had aggregate capital commitments and undrawn capital commitments from investors as follows:

June 30, 2020

December 31, 2019

Capital

Commitments

($ in millions)

Unfunded

Capital

Commitments

($ in millions)

% of Capital

Commitments

Funded

Capital

Commitments

($ in millions)

Unfunded

Capital

Commitments

($ in millions)

% of Capital

Commitments

Funded

Common Stock

1,034.65

—

100

1,034.99

62.15

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

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2020
February 24, 2020		3,282,464	$	61.81
Total capital drawdowns		3,282,464	$	61.81

For the Six Months Ended June 30, 2019
March 25, 2019	4,286,182	$	82.61
June 27, 2019	2,179,196		41.55
Total capital drawdowns	6,465,378	$	124.16

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.

The following table shows our contractual obligations as of June 30, 2020:

	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Truist Revolving Credit Facility	$	787.00	$	—	$	787.00	$	—	$	—
Truist Revolving Credit Facility	€	47.95	€	—	€	47.95	€	—	€	—

Euro (“€”)

Truist Revolving Credit Facility

On September 11, 2017, we 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. We amended the Truist Revolving Credit Facility on September 17, 2018, July 10, 2019, and February 25, 2020.

Total commitments under the Truist Revolving Credit Facility are $850.00 million. The accordion feature of the Truist Revolving Credit Facility allows us, subject to the satisfaction of various conditions, to bring total commitments under the Truist Revolving Credit Facility to $900.00 million.

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Borrowings under the Truist Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest (at our 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 provided for 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. We pay 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 September 13, 2021.

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

Our obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of our 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 our investment portfolio. We are in compliance with these covenants.

For further details, see Note 6 “Debt – Truist Revolving Credit Facility” to our consolidated financial statements included in this report.

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

OFF-BALANCE SHEET ARRANGEMENTS

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2020, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

	As of
	June 30, 2020		December 31, 2019
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	87.43	$	124.08
First Lien/Last-Out Unitranche		-		-
Second Lien/Senior Secured Debt		-		4.15
Total	$	87.43	$	128.23

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As of June 30, 2020, we had aggregate Commitments and undrawn Commitments from investors as follows:

June 30, 2020

Capital

Commitments

($ in millions)

Unfunded

Capital

Commitments

($ in millions)

% of Capital

Commitments

Funded

Common Stock

1,034.65

—

100

RECENT DEVELOPMENTS

We generally expect to pay quarterly distributions to our stockholders out of assets legally available for distribution. For the quarter ending September 30, 2020, we did not declare a distribution, reflecting our desire to increase our net equity capital position. For a description of our distribution policy, see Note 2 “Significant Accounting Policies – Distributions” to our consolidated financial statements included in this report. For a discussion of the MMLC Distribution, see “Overview – Pending Merger with GS BDC”.

On July 13, 2020, GS BDC filed an amended registration statement on Form N-14, which included a joint proxy statement of us 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 ours 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.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy and Income Taxes.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below.

As of June 30, 2020 and December 31, 2019, on a fair value basis, approximately 0.6% and 0%, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 99.4% and 100%, of our performing debt investments bore interest at a floating rate. Our borrowings under the Truist Revolving Credit Facility bear interest at a floating rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our June 30, 2020 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

As of June 30, 2020 Basis Point Change	Interest Income			Interest Expense			Net Income
( in millions)
Up 300 basis points	$	30.08		$	(23.40	)	$	6.68
Up 200 basis points		16.95			(15.60	)		1.35
Up 100 basis points		3.89			(7.80	)		(3.91	)
Up 75 basis points		0.90			(5.85	)		(4.95	)
Up 50 basis points		0.26			(3.90	)		(3.64	)
Up 25 basis points		0.13			(1.95	)		(1.82	)
Down 25 basis points		(0.11	)		1.27			1.16
Down 50 basis points		(0.12	)		1.27			1.15
Down 75 basis points		(0.13	)		1.27			1.14
Down 100 basis points		(0.13	)		1.27			1.14
Down 200 basis points		(0.13	)		1.27			1.14
Down 300 basis points		(0.13	)		1.27			1.14

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2020. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Risks Relating to Our Business and Structure

Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.

Social, political, economic and other conditions and events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which the Company and its investments are exposed. In addition, global economies and financial markets are increasingly interconnected, and political, economic and other conditions and events in one country, region, or financial market may adversely impact issuers in a different country, region or financial market. Furthermore, the occurrence of, among other events, natural or man-made disasters, severe weather or geological events, fires, floods, earthquakes, outbreaks of disease (such as COVID-19, avian influenza or H1N1/09), epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, may also adversely impact our performance from time to time. Such events may result in, and have resulted in, closing borders, securities exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events have adversely impacted, and may continue to adversely impact, our portfolio companies and markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. We have been, and may continue to be, negatively impacted if the value of our portfolio company holdings were further harmed by such political or economic conditions or events. Moreover, such negative political and economic conditions and events have disrupted, and could continue to disrupt, the processes necessary for our operations. This has created, and may continue to create, widespread business continuity issues for us and our portfolio companies and heightened cybersecurity, information security and operational risks as a result of, among other things, remote work arrangements.

For example, in December 2019, COVID-19 emerged in China and has since spread rapidly to other countries, including the United States. This outbreak has led and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. While several countries, as well as certain states in the United States, have begun to lift the public health restrictions with a view to reopening their economies, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the U.S. and other major markets. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following, among other things: (i) government imposition and/or re-imposition of various forms of shelter-in-place orders and the closing of "non-essential" businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as furloughs or lay-offs of employees, (while such measures are hoped to be temporary, their impact may persist or become permanent); (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments, forbearance agreements and waivers of provisions of their credit agreements in order to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility

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and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems in functioning of the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. The COVID-19 outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this quarterly report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Further, even after the pandemic subsides, the U.S. economy, as well as most other major global economies may continue to experience a recession, and we anticipate our business could be materially and adversely affected by a prolonged recession in the U.S. and other major markets.

Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies. In many instances, the impact will be adverse and profound. For example, middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and adversely impact (i) the value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements, under the 1940 Act, (v) our ability to maintain our distributions at their current level or to pay them at all or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.

Disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.

The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.

The U.S. capital markets have experienced extreme disruption following the global outbreak of COVID-19. Such disruptions have been evidenced by volatility in global stock markets as a result of, among other things, uncertainty regarding the COVID-19 pandemic and the fluctuating price of commodities such as oil. Despite actions of the U.S. federal government and foreign governments, these events have contributed to worsening general economic conditions that are materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.

Significant changes or volatility in the capital markets have negatively affected, and may continue to negatively affect the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not reflect the full impact of the COVID-19 pandemic and measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.

Significant changes in the capital markets, such as the disruption in economic activity caused by the COVID-19 pandemic, have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them to increase our liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Further, current market conditions may make it difficult to raise equity capital, extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less

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favorable than those of our existing debt and such debt may need to be incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business, financial condition or results of operations.

Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.

The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, have contributed and may continue to contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.

In August 2011 and then affirmed in August 2013, Standard & Poor’s Rating Services lowered its long-term sovereign credit rating on the United States from “AAA” to “AA+”. Additionally, in January of 2012, Standard & Poor’s Rating Services lowered its long-term sovereign credit rating for several large European countries. These ratings negatively impacted global markets and economic conditions. Although U.S. lawmakers have taken steps to avoid further downgrades, U.S. budget deficit concerns and similar conditions in Europe, China and elsewhere have increased the possibility of additional credit-rating downgrades and worsening global economic and market conditions. There can be no assurance that current or future governmental measures to mitigate these conditions will be effective. These conditions, government actions and future developments may cause interest rates and borrowing costs to rise, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.

In October 2014, the Federal Reserve announced that it was concluding its bond-buying program, or quantitative easing, which was designed to stimulate the economy and expand the Federal Reserve’s holdings of long-term securities, suggesting that key economic indicators, such as the unemployment rate, had showed signs of improvement since the inception of the program. It is possible that, without quantitative easing by the Federal Reserve, these developments, along with the United States government’s credit and deficit concerns and other global economic conditions, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. While the Federal Reserve recently decreased its federal funds target rate in response to the COVID-19 pandemic, if key economic indicators, such as the unemployment rate or inflation, do not progress at a rate consistent with the Federal Reserve’s objectives, the target range for the federal funds rate may increase and cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms and may also increase the costs of our borrowers, hampering their ability to repay us.

Legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal include the Dodd-Frank Act and the authority of the Federal Reserve and the Financial Stability Oversight Council. These or other regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks associated with changes in interest rates.

Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates (“IBORs”). The U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, has announced that it intends not to compel panel banks to contribute to LIBOR after 2021. The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. In addition, on March 25, 2020, the FCA reaffirmed the central assumption that firms cannot rely on LIBOR being published after the end of 2021. However, the outbreak of COVID-19 may adversely impact the timing of many firms’ transition planning, and we continue to assess the potential impact of the COVID-19 outbreak on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. The elimination of LIBOR or any other changes or

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reforms to the determination or supervision of LIBOR or alternative reference rates could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. As such, some or all of these credit agreements may bear a lower interest rate, which would adversely impact our financial condition or results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Truist Revolving Credit Facility. If we are unable to do so, amounts drawn under the Truist Revolving Credit Facility may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.

Risks Relating to the Merger

Because the market price of GS BDC Common Stock will fluctuate, our stockholders cannot be sure of the market value of the Merger Consideration they will receive until the Closing Date.

The market value of the Merger Consideration may vary from the closing price of GS BDC Common Stock on the date the Merger was announced, on the date that the joint proxy statement/prospectus was mailed to stockholders, on the date of our special meeting of stockholders (the “MMLC Special Meeting”) or the date of GS BDC’s special meeting of stockholders (the “GS BDC Special Meeting”) and on the date the Merger is completed and thereafter. Any change in the market price of GS BDC Common Stock prior to completion of the Merger will affect the market value of the Merger Consideration that our stockholders will receive upon completion of the Merger.

Accordingly, at the time of the MMLC Special Meeting, our stockholders will not know or be able to calculate the market price of the Merger Consideration they would receive upon completion of the Merger. Neither we nor GS BDC is permitted to terminate the Amended and Restated Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of GS BDC Common Stock.

The market price and liquidity of the market for GS BDC Common Stock may be significantly affected by numerous factors, some of which are beyond GS BDC’s control and may not be directly related to GS BDC’s operating performance. These factors include:

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significant volatility in the market price and trading volume of securities of BDCs or other companies in GS BDC’s sector, which are not necessarily related to the operating performance of the companies;

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changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and BDCs;

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loss of GS BDC’s qualification as a RIC or a BDC;

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changes in market interest rates, including the decommissioning of LIBOR, and decline in the prices of debt;

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changes in earnings or variations in operating results;

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changes in the value of GS BDC’s portfolio investments;

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changes in accounting guidelines governing valuation of GS BDC’s investments;

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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

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departure of GSAM’s or any of its affiliates’ key personnel;

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operating performance of companies comparable to GS BDC;

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general economic trends and other external factors; and

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loss of a major funding source.

See “Cautionary Statement Regarding Forward-Looking Statements” for other factors that could cause the market price of GS BDC Common Stock to change.

Closing sales prices of GS BDC Common Stock as reported on NYSE for the quarter ended March 31, 2020, ranged from a low of $8.38 to a high of $22.45 and for the quarter ended June 30, 2020, ranged from a low of $11.40 to a high of $18.09. However, historical trading prices are not necessarily indicative of future performance. You should obtain current market quotations for shares of GS BDC Common Stock prior to the special meetings.

Sales of shares of GS BDC Common Stock after the completion of the Merger may cause the market price of GS BDC Common Stock to decline.

Based on the number of outstanding shares of our common stock as of June 30, 2020, GS BDC would issue approximately [•] million shares of GS BDC Common Stock to our stockholders who acquire shares of GS BDC Common Stock in the Merger (each, an “Affected Stockholder”) pursuant to the Amended and Restated Merger Agreement. Subject to compliance with the lock-up provisions of the Amended and Restated GS BDC Charter, the Affected Stockholders may decide not to hold the shares of GS BDC Common Stock that they will receive pursuant to the Amended and Restated Merger Agreement. Without the prior consent of the GS BDC Board:

•

for 90 days following the date of filing of the Amended and Restated GS BDC Charter (the “Filing Date”), an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber any shares of GS BDC Common Stock acquired by the Affected Stockholder in connection with the Amended and Restated Merger Agreement;

•

for 180 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber two-thirds of the shares of GS BDC Common Stock acquired by the Affected Stockholder in connection with the Amended and Restated Merger Agreement; and

•

for 270 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber one-third of the shares of GS BDC Common Stock acquired by the Affected Stockholder in connection with the Amended and Restated Merger Agreement.

Following the Closing and the expiration of applicable lock-up periods, subject to applicable securities laws, sales of substantial amounts of shares of GS BDC Common Stock, or the perception that such sales could occur, could adversely affect the prevailing market prices for GS BDC Common Stock. If this occurs, it could impair GS BDC’s ability to raise additional capital through the sale of equity securities should it desire to do so. GS BDC cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of GS BDC Common Stock prevailing from time to time.

In addition, certain of our stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of GS BDC Common Stock that they receive pursuant to the Amended and Restated Merger Agreement. In addition, GS BDC stockholders may decide not to hold their shares of GS BDC Common Stock after completion of the Merger. In each case, such sales of GS BDC Common Stock could have the effect of depressing the market price for GS BDC Common Stock and may take place promptly following the completion of the Merger and, to the extent applicable, the expiration of the relevant lock-up periods.

Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger.

Our stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests prior to the Merger. Consequently, our stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over our management and policies.

If the Merger were consummated as of March 31, 2020 based on the pro forma number of shares of GS BDC Common Stock to be issued and outstanding on the Closing Date, GS BDC stockholders would own approximately 41.3% of the outstanding GS BDC Common Stock and our stockholders would own approximately 58.7% of the outstanding GS BDC Common Stock. In addition, prior to completion of the Merger, subject to certain restrictions in the Amended and Restated Merger Agreement, we and GS BDC may each issue additional shares of our common stock and GS BDC Common Stock, respectively, which would further reduce the percentage ownership of the combined

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company to be held by our stockholders. After completion of the Merger, GS BDC may issue additional shares of GS BDC Common Stock at prices below GS BDC Common Stock’s then-current NAV per share, subject to certain restrictions under the 1940 Act, including stockholder approval of such issuance. The issuance or sale by GS BDC of shares of GS BDC Common Stock at a discount to NAV poses a risk of dilution to stockholders.

GS BDC may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Merger will depend in part on the integration of our investment portfolio with GS BDC’s and the integration of our business with GS BDC’s. There can be no assurance that our investment portfolio or business can be operated profitably or integrated successfully into GS BDC’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including, but not limited to, incurring unexpected costs or delays in connection with such integration and failure of our investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

GS BDC also expects to achieve certain cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume GS BDC will be able to combine our operations and GS BDC’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if GS BDC is not able to successfully combine our investment portfolio or business with the operations of GS BDC, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.

The Merger may trigger certain “change of control” provisions and other restrictions in our or GS BDC’s contracts or our affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain of our agreements or those of GS BDC or our affiliates, which may include agreements governing our or GS BDC’s indebtedness, will or may require the consent or waiver of one or more counterparties in connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or our or GS BDC’s obligations under, any such agreement because the Merger or other transactions contemplated by the Amended and Restated Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, GS BDC may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. We and GS BDC cannot assure you that GS BDC will be able to replace or amend any such agreement on comparable terms or at all. If these types of provisions are triggered in agreements governing our or GS BDC’s indebtedness, the lender or holder of the debt instrument could accelerate repayment under such indebtedness and negatively affect GS BDC’s business, financial condition, results of operations and cash flows.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing GS BDC from operating a material part of our business.

In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain of our or GS BDC’s agreements. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

The opinion delivered to the MMLC Special Committee from the financial advisor to the MMLC Special Committee will not reflect changes in circumstances between signing the Amended and Restated Merger Agreement and completion of the Merger.

The special committee of the Board of Directors (the “MMLC Special Committee”) has not obtained an updated opinion as of the date of this report from the financial advisor to the MMLC Special Committee and does not anticipate obtaining an updated opinion prior to the Closing Date. Changes in our operations and prospects, general market and economic conditions and other factors that may be beyond our control, and on which the MMLC Special Committee financial advisor’s opinion was based, may significantly alter our value or the price of shares of GS BDC Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the MMLC Special Committee does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness from a financial point of view of the Exchange Ratio at the time the Merger is completed.

If the Merger does not close, we will not benefit from the expenses incurred in its pursuit.

The Merger may not be completed. If the Merger is not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed.

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The termination of the Amended and Restated Merger Agreement could negatively impact us.

If the Amended and Restated Merger Agreement is terminated, there may be various consequences, including:

•

our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and

•

we may not be able to find a party willing to pay an equivalent or more attractive price than the price GS BDC agreed to pay in the Merger.

The Amended and Restated Merger Agreement limits our ability to pursue alternatives to the Merger.

The Amended and Restated Merger Agreement contains provisions that limit our ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of us.

The Merger is subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to our business and operations.

The Merger is subject to closing conditions, including certain approvals of our stockholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that our stockholders approve the Merger and the Amended and Restated GS BDC Charter may not be waived under applicable law and must be satisfied for the Merger to be completed. We currently expect that all our directors and executive officers will vote their shares of our common stock in favor of the proposals presented at the MMLC Special Meeting. If our stockholders do not approve the Merger and the Amended and Restated GS BDC Charter and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our business and operations. The closing condition that GS BDC stockholders approve the Merger, the Amended and Restated GS BDC Charter and the issuance of shares of GS BDC Common Stock pursuant to the Merger Agreement (the “Merger Stock Issuance”) may not be waived under applicable law and must be satisfied for the Merger to be completed. GS BDC currently expects that all directors and executive officers of GS BDC will vote their shares of GS BDC Common Stock in favor of the proposals presented at the GS BDC Special Meeting. If GS BDC stockholders do not approve each of the Merger, the Amended and Restated GS BDC Charter, and the Merger Stock Issuance and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our business and operations. In addition to the required approvals of our stockholders, the Merger is subject to a number of other conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied.

We will be subject to operational uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger may have an adverse effect on us and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the Amended and Restated Merger Agreement restricts us from taking actions that we might otherwise consider to be in our best interests. These restrictions may prevent us from pursuing certain business opportunities that may arise prior to the completion of the Merger.

We and GS BDC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting stockholder approval.

Certain conditions to our and GS BDC’s obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of us and GS BDC. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Amended and Restated Merger Agreement will have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of GS BDC stockholders and our stockholders, however, cannot be waived.

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The shares of GS BDC Common Stock to be received by our stockholders as a result of the Merger will have substantially the same rights associated with them as shares of our common stock currently held by them except for the transfer restrictions imposed by the Amended and Restated GS BDC Charter.

The rights associated with GS BDC Common Stock to be received by our stockholders as a result of the Merger are substantially the same as the rights associated with the shares of our common stock currently held by them except for the transfer restrictions imposed by the Amended and Restated GS BDC Charter. Under the Amended and Restated GS BDC Charter, transfer restrictions will be imposed on the Affected Stockholders such that, without the consent of the Board:

•

for 90 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber any shares of GS BDC Common Stock acquired by the Affected Stockholder in connection with the Amended and Restated Merger Agreement;

•

The market price of GS BDC Common Stock after the Merger may be affected by factors different from those affecting GS BDC Common Stock currently.

Our and GS BDC’s businesses differ in some respects and, accordingly, the results of operations of the combined company and the market price of GS BDC Common Stock after the Merger may be affected by factors different from those currently affecting our and GS BDC’s independent results of operations, such as a larger stockholder base.

Accordingly, the historical trading prices and financial results of GS BDC may not be indicative of these matters for the combined company following the Merger.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table summarizes the total common stock issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements:

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2020
February 24, 2020		3,282,464	$	61.81
Total capital drawdowns		3,282,464	$	61.81

Each of the above issuances and sales of the common stock was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common stock was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of stock sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common stock for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuance and sale.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits filed as part of this quarterly report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

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INDEX TO EXHIBITS

EXHIBIT NO.		EXHIBIT

2.1		Amended and Restated Agreement and Plan of Merger, by and among Goldman Sachs BDC, Inc., Goldman Sachs Middle Market Lending Corp., Evergreen Merger Sub Inc., and Goldman Sachs Asset Management, L.P., dated as of June 11, 2020 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 000-55746), filed on June 11, 2020).
3.1		Form of Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55746), filed on January 27, 2017).

3.2		Form of Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55746), filed on January 27, 2017).

31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

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SIGNATURES

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

			GOLDMAN SACHS MIDDLE MARKET LENDING CORP.

Date: August 10, 2020			/s/ Brendan McGovern
			Brendan McGovern
			Chief Executive Officer and President
			(Principal Executive Officer)

Date: August 10, 2020			/s/ Jonathan Lamm
			Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer)

Goldman Sachs Middle Market Lending Corp. - FORM 10-Q - August 10, 2020

Attached files

Goldman Sachs Middle Market Lending Corp. Reports