UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021 (February 12, 2021)

Goldman Sachs Private Middle Market Credit II LLC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 902-0300

Not Applicable

(Former name or address, if changed since last report)

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

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

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

Emerging growth company   ☒

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

Item 1.01 – Entry into a Material Definitive Agreement.

On February 12, 2021, in connection with the Loan and Security Agreement, dated as of September 24, 2020 (the “Loan and Security Agreement”), among Goldman Sachs Private Middle Market Credit II SPV LLC (“SPV”), Goldman Sachs Private Middle Market Credit II LLC (the “Company”), JPMorgan Chase Bank, National Association, as administrative agent, JPMorgan Chase Bank, National Association, as administrative agent and lender, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, SPV exercised its right pursuant to the Loan and Security Agreement to request an increase of the Financing Commitments (as defined in the Loan and Security Agreement) and JPMorgan Chase Bank, National Association agreed to provide the requested increase equal to $150 million, with total Financing Commitments under the Loan and Security Agreement increasing to $400 million. The increase became effective on February 12, 2021. Pursuant to the Loan and Security Agreement, the aggregate Financing Commitments thereunder may be further increased up to $800 million.

The foregoing description is only a summary of the material provisions of the first commitment increase request (“First Commitment Increase Request”) and is qualified in its entirety by reference to a copy of the First Commitment Increase Request, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

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

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

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