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Financial Services Interest Rate 12.44% Reference Rate and Spread L + 8.00% Maturity 08/31/24 One2022-12-310001674760Equity Securities United States Preferred Stock Recipe Acquisition Corp. (dba Roland Foods) Food Products Interest Rate 11.00% PIK Initial Acquisition Date 12/22/162023-01-012023-12-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2022-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Reference Rate and Spread P + 4.50% Maturity 06/29/272023-12-31iso4217:EURxbrli:purexbrli:sharesiso4217:USDxbrli:sharesiso4217:USD

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(dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/20 One2024-12-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Interest Rate 1001.00% Reference Rate and Spread S + 5.50% Maturity 11/12/27 One2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputRevenueMultipleMemberus-gaap:UnsecuredDebtMember2023-12-310001674760us-gaap:UnsecuredDebtMember2023-12-310001674760Preferred Stock - 0.0%2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:PFAtlanticHoldco2LLCMember2024-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2024-01-012024-12-310001674760us-gaap:MoneyMarketFundsMember2023-12-310001674760Non-Controlled Affiliated Investments2023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Interest Rate 10.97% Reference Rate and Spread S + 6.50% Maturity 09/24/26 One2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMembersrt:MaximumMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMembercountry:USus-gaap:GeographicConcentrationRiskMember2023-01-012023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMembersrt:MaximumMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Interest Rate 10.22% Reference Rate and Spread S + 5.75% Maturity 05/07/27 One2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:TransportationInfrastructureMember2023-01-012023-12-310001674760ck0001674760:HouseholdProductsMember2023-12-310001674760Non-Controlled Affiliated Investments Elah Holdings, Inc.2023-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/272023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HealthCareEquipmentAndSuppliesMember2023-01-012023-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 11.46% Reference Rate and Spread S + 7.00% Maturity 06/01/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:PreferredStockMember2022-12-310001674760ck0001674760:SpecialtyRetailMember2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:ForeignCurrencyMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001674760ck0001674760:DiversifiedConsumerServicesMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Splash Car Wash Inc Diversified Consumer Services Interest Rate 11.01% Reference Rate and Spread S + 6.50% Maturity 06/30/26 One2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.48% Reference Rate and Spread S + 5.00% Maturity 12/21/272024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Reference Rate and Spread S + 5.50% Maturity 06/29/272024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:BeveragesMember2023-01-012023-12-310001674760currency:USD2024-01-012024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 06/22/202024-01-012024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/202024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberus-gaap:GeographicConcentrationRiskMember2023-01-012023-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 06/22/202023-01-012023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:XactlyCorporationMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Xactly Corporation IT Services Interest Rate 12.74% Reference Rate and Spread S + 7.25% Maturity 07/31/252023-12-310001674760us-gaap:UnsecuredDebtMember2024-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2022-01-012022-12-310001674760Equity Securities United States Common Stock Country Fresh Holding Company Inc. Food Products Initial Acquisition Date 04/29/192023-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2024-12-310001674760Investments in Affiliated Money Market Fund United States Goldman Sachs Financial Square Government Fund - Institutional Shares2023-12-310001674760us-gaap:FairValueInputsLevel2Memberck0001674760:FirstLienOrSeniorSecuredDebtMember2023-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Genesis Acquisition Co. (dba ProCare Software) Financial Services Interest Rate 14.47% Reference Rate and Spread S + 9.00% Maturity 07/31/262023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Acuity Specialty Products, Inc. (dba Zep Inc.) 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(dba Roland Foods) Food Products Initial Acquisition Date 12/22/162023-12-3100016747601st Lien/Senior Secured Debt - 79.55%2023-12-310001674760us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Peppertree Towers LLC Wireless Telecommunication Services Interest Rate 10.83% Reference Rate and Spread S + 6.50% Maturity 09/01/272024-12-310001674760Non-Controlled Affiliated Investments2024-01-012024-12-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. 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Financial Services Interest Rate 10.86% Reference Rate and Spread S + 6.40% Maturity 06/01/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MeasurementInputRecoveryRateMembersrt:MaximumMember2024-12-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2024-01-012024-12-3100016747602024-12-310001674760Non-Controlled Affiliated Investments2022-12-310001674760us-gaap:OtherLiabilitiesMember2023-12-310001674760Debt Investments - 113.33%2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:InvestmentAdviserDidNotDevelopUnobservableInputsMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Splash Car Wash Inc Diversified Consumer Services Interest Rate 11.01% Reference Rate and Spread S + 6.50% Maturity 06/30/262024-12-310001674760us-gaap:FairValueInputsLevel2Member2023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Interest Rate 10.73% Reference Rate and Spread S + 6.25% Maturity 06/17/26 One2024-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMembersrt:MinimumMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.78% Reference Rate and Spread S + 6.00% Maturity 12/23/26 Two2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberus-gaap:EntertainmentMember2024-01-012024-12-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:CeleroCommerceLLCMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:OneMonthSOFRMember2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:UnsecuredDebtMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Lithium Technologies, Inc. Interactive Media & Services Interest Rate 14.39% Reference Rate and Spread S + 9.00% (Incl. 4.50% PIK) Maturity 01/03/252023-12-310001674760ck0001674760:SoftwareMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 13.92% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ConsumerStaplesDistributionAndRetailMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:PreferredStockMember2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt StreetMasters Intermediate, Inc. Professional Services Interest Rate 9.97% Reference Rate and Spread S + 5.50% Maturity 12/24/262024-12-310001674760us-gaap:FairValueInputsLevel1Member2024-12-310001674760Equity Securities - 2.23%2023-12-310001674760ck0001674760:HealthCareProvidersServicesMember2023-12-310001674760Unsecured Debt - 0.0%2024-12-310001674760ck0001674760:CorepowerYogaLlcMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2023-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Keystone Purchaser LLC (dba Bridgeway) Ground Transportation Reference Rate and Spread S + 5.75% Maturity 05/07/272024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMembersrt:MaximumMember2024-12-170001674760Debt Investments - 165.6%2024-12-310001674760ck0001674760:K2TowersIILLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/25 Two2024-12-310001674760Counterparty Bank of America, N.A Currency Purchased U.S. Dollar 1,712 Currency Sold Euro 16922023-12-310001674760Investments in Affiliated Money Market Fund - 13.29%2023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CDMFitnessHoldingsLLCMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:CommercialServicesSuppliesMember2024-01-012024-12-310001674760ck0001674760:ITServicesMember2023-12-310001674760Counterparty Bank of America, N.A Currency Purchased U.S. Dollar 1,7122023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:KeystonePurchaserLLCDbaBridgewayMember2024-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:MeasurementInputRecoveryRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:SilverMergerSubLLCMember2024-12-172024-12-170001674760us-gaap:ForeignExchangeForwardMember2023-01-012023-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-12-1700016747601st Lien/Last-out Unitranche - 3.27%2023-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMembersrt:MinimumMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001674760Debt Investments United States Unsecured Debt Recipe Acquisition Corp. (dba Roland Foods) Food Products Interest Rate 14.25% Reference Rate and Spread 14.25% PIK Maturity 12/21/242023-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 11/14/182023-01-012023-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2022-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Octagon Towers LLC Wireless Telecommunication Services Interest Rate 10.37% Reference Rate and Spread S + 6.50% Maturity 03/30/272024-12-3100016747602020-01-012020-12-310001674760United States - 2.23%2023-12-3100016747602024-02-272024-02-270001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:CapitalMarketsMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760ck0001674760:ITServicesMember2024-12-3100016747602025-03-040001674760Equity Securities United States Preferred Stock Recipe Acquisition Corp. (dba Roland Foods) Food Products Interest Rate 11.00% PIK Initial Acquisition Date 12/22/162023-01-012023-12-310001674760ck0001674760:DiversifiedConsumerServicesMember2023-12-310001674760ck0001674760:InteractiveMediaServicesMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HouseholdProductsMember2024-01-012024-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2024-12-310001674760ck0001674760:FormerInvestmentAdvisoryAgreementMember2023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/25 Four2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 10.86% Reference Rate and Spread S + 6.40% Maturity 06/01/26 One2024-12-3100016747602023-11-082023-11-080001674760Debt Investments United States 1st Lien/Senior Secured Debt CorePower Yoga LLC Diversified Consumer Services Interest Rate 10.54% Reference Rate and Spread S + 6.00% Maturity 05/14/262024-12-310001674760Equity Securities United States Common Stock Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B Health Care Providers & Services Initial Acquisition Date 03/30/182023-12-310001674760ck0001674760:FormerInvestmentAdvisoryAgreementMember2022-01-012022-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2024-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ProfessionalServicesMemberck0001674760:IndustryConcentrationRiskMember2023-01-012023-12-310001674760ck0001674760:BeveragesMember2023-12-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2022-12-310001674760Warrants - 0.00%2024-12-310001674760ck0001674760:AffiliatedInvestmentMember2023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 14.95% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 11.47% Reference Rate and Spread S + 6.25% Maturity 12/31/252024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Reference Rate and Spread S + 6.50% Maturity 09/24/262024-12-3100016747602024-12-202024-12-200001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:ProfessionalServicesMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760ck0001674760:ForeignCurrencyMember2023-01-012023-12-310001674760us-gaap:DebtMember2023-01-012023-12-310001674760us-gaap:CommonStockMember2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:HouseholdDurablesMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Member2022-12-310001674760Preferred Stock - 0.00%2024-12-310001674760us-gaap:ForeignExchangeForwardMember2023-12-310001674760ck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760us-gaap:PreferredStockMember2023-12-310001674760us-gaap:OtherLiabilitiesMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMember2024-12-310001674760ck0001674760:HouseholdProductsMember2024-12-3100016747601st Lien/Last-Out Unitranche - 40.7%2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Internet Truckstop Group, LLC (dba Truckstop) Transportation Infrastructure Interest Rate 10.50% Reference Rate and Spread S + 5.00% Maturity 04/02/252023-12-310001674760ck0001674760:InteractiveMediaServicesMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CorePower Yoga LLC Diversified Consumer Services Interest Rate 11.36% Reference Rate and Spread S + 6.00% (Incl. 1.25% PIK) Maturity 05/14/252023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:PreferredStockMember2023-12-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182024-01-012024-12-310001674760Equity Securities - 0.9%2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt HAI Hospitality, Inc. Hotels, Restaurants & Leisure Interest Rate 10.67% Reference Rate and Spread S + 5.50% Maturity 12/06/282024-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/272024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Ej2 Communications, Inc. (dba Flashpoint) IT Services Interest Rate 12.31% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/27 One2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 11.86% Reference Rate and Spread S + 6.40% Maturity 06/01/26 One2023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:CurioBrandsLLCMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 13.96% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262024-12-310001674760us-gaap:DebtMember2024-01-012024-12-310001674760ck0001674760:FormerInvestmentAdvisoryAgreementMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2023-01-012023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:VrcCompaniesLlcDbaVitalRecordsControlMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Interest Rate 11.18% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-3100016747602020-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2022-12-310001674760Equity Securities United States Common Stock Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B Health Care Providers & Services Initial Acquisition Date 03/30/182023-01-012023-12-310001674760us-gaap:PrimeRateMember2023-12-310001674760ck0001674760:ProfessionalServicesMember2023-12-310001674760ck0001674760:BuildingProductsMember2024-12-310001674760Debt InveDebt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/25 Three2024-12-310001674760Equity Securities United States Common Stock Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units Health Care Providers & Services Initial Acquisition Date 03/30/182023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:VrcCompaniesLlcDbaVitalRecordsControlMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 14.92% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262023-12-310001674760us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001674760us-gaap:InvestmentUnaffiliatedIssuerMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Helix Sleep, Inc. Household Durables Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2022-12-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Reference Rate and Spread S + 6.25% Maturity 06/17/262024-12-310001674760ck0001674760:InvestmentsAtFairValueMembercountry:USus-gaap:GeographicConcentrationRiskMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 11/29/262024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-01-012024-12-310001674760Total Investments - 166.5%2024-12-310001674760Unsecured Debt - 0.00%2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:ITServicesMember2023-01-012023-12-310001674760us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2024-12-310001674760ck0001674760:NonControlledAffiliatedInvestmentsMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Convenient Payments Acquisition, Inc. (dba IntelliPay) Software Interest Rate 10.97% Reference Rate and Spread S + 6.50% Maturity 09/24/262024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberus-gaap:GeographicConcentrationRiskMember2024-01-012024-12-310001674760Non-Controlled Affiliated Investments2023-12-310001674760ck0001674760:FormerInvestmentAdvisoryAgreementMember2024-01-012024-12-310001674760ck0001674760:OctagonTowersLLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2022-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2023-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760us-gaap:DebtMember2023-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMemberus-gaap:WarrantMember2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:BeveragesMember2024-01-012024-12-310001674760ck0001674760:TransportationInfrastructureMember2023-12-310001674760ck0001674760:ConsumerStaplesDistributionAndRetailMember2024-12-310001674760ck0001674760:MoneyMarketFundAtFairValueMember2023-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. Beverages Reference Rate and Spread S + 15.00% PIK Maturity 04/03/27 One2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:HelixSleepIncMember2024-12-310001674760ck0001674760:PeppertreeTowersLLCMemberck0001674760:FirstLienOrLastOutUnitrancheMember2024-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. Software Interest Rate 10.78% Reference Rate and Spread S + 6.00% Maturity 12/23/26 One2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberus-gaap:EntertainmentMember2023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Celero Commerce LLC Financial Services Reference Rate and Spread S + 5.50% Maturity 10/23/252024-12-310001674760ck0001674760:WirelessTelecommunicationServicesMember2024-12-310001674760ck0001674760:JPMorganTermLoanFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Acuity Specialty Products, Inc. (dba Zep Inc.) 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Software Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 07/30/272024-12-310001674760Common Stock - 0.9%2024-12-3100016747602022-01-012022-12-310001674760ck0001674760:ThreeMonthEuriborMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 11/29/26 One2024-12-310001674760ck0001674760:InvestmentAdvisoryAgreementMember2024-01-012024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2023-01-012023-12-3100016747602023-08-012023-08-010001674760Debt Investments United States 1st Lien/Senior Secured Debt Viant Medical Holdings, Inc. 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Food Products Initial Acquisition Date 04/29/192024-12-310001674760Debt Investments Canada 1st Lien/Last-out Unitranche Doxim, Inc. Financial Services Interest Rate 13.46% Reference Rate and Spread S + 8.00% Maturity 06/01/262023-12-310001674760ck0001674760:ThreeMonthSOFRMember2024-12-310001674760ck0001674760:CapitalMarketsMember2024-12-310001674760Equity Securities United States Common Stock Country Fresh Holding Company Inc. 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Household Durables Interest Rate 11.54% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:SugarCRMIncMember2024-12-3100016747602022-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrSeniorSecuredDebtMember2023-01-012023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:WirelessTelecommunicationServicesMember2024-01-012024-12-310001674760ck0001674760:NonControlledNonAffiliatedInvestmentsMember2022-01-012022-12-310001674760us-gaap:FairValueInputsLevel1Member2023-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2022-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Wine.com, LLC Beverages Interest Rate 16.79% Reference Rate and Spread S + 12.00% PIK Maturity 04/03/272024-12-310001674760Counterparty Bank of America, N.A Currency Purchased U.S. Dollar 1,712 Currency Sold Euro 1,692 Settlement 10/04/242023-01-012023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 10.10% Reference Rate and Spread S + 5.50% Maturity 05/26/272024-12-310001674760ck0001674760:GroundTransportationMember2024-12-310001674760Warrants - 0.0%2024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:InteractiveMediaServicesMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:CommonStockMember2023-12-310001674760ck0001674760:BankOfAmericaNAMemberus-gaap:ForeignExchangeForwardMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt PF Atlantic Holdco 2, LLC Hotels, Restaurants & Leisure Interest Rate 10.01% Reference Rate and Spread S + 5.50% Maturity 11/12/272024-12-310001674760ck0001674760:AffiliatedInvestmentMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Curio Brands, LLC Household Products Interest Rate 9.48% Reference Rate and Spread S + 5.00% Maturity 12/21/27 One2024-12-310001674760us-gaap:WarrantMember2024-12-310001674760ck0001674760:HouseholdDurablesMember2024-12-310001674760ck0001674760:AirFreightAndLogisticsMember2024-12-310001674760ck0001674760:HealthCareEquipmentAndSuppliesMember2023-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212023-12-310001674760ck0001674760:FirstLienOrLastOutUnitrancheMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MeasurementInputRecoveryRateMembersrt:MinimumMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:PreferredStockMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Igloo Inc. 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(dba Flashpoint) IT Services Interest Rate 12.31% Reference Rate and Spread S + 7.72% (Incl. 3.53% PIK) Maturity 06/30/272024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt StreetMasters Intermediate, Inc. 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(dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/20 One2023-01-012023-12-310001674760us-gaap:CommonStockMember2023-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberus-gaap:MeasurementInputRevenueMultipleMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Good Feet Worldwide LLC Specialty Retail Reference Rate and Spread S + 5.25% Maturity 12/10/272024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2023-01-012023-12-310001674760ck0001674760:ITSBuyerIncDbaITSLogisticsMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Equity Securities United States Warrants KDOR Holdings Inc. (dba Senneca Holdings) Building Products Initial Acquisition Date 05/29/20 One2023-12-310001674760ck0001674760:O2025Q1DividendsMembersrt:ScenarioForecastMember2025-04-292025-04-290001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2023-01-012023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:UnsecuredDebtMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Diligent Corporation Professional Services Interest Rate 10.20% Reference Rate and Spread E + 6.25% Maturity 08/04/252023-12-310001674760us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Inova Payroll LLC Professional Services Interest Rate 10.72% Reference Rate and Spread S + 6.25% Maturity 12/31/252024-12-310001674760us-gaap:CommonStockMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Streamland Media Midco LLC Entertainment Interest Rate 14.09% Reference Rate and Spread S + 9.50% (Incl. 2.75% PIK) Maturity 03/31/25 One2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2023-12-310001674760Canada - 3.27%2023-12-3100016747602024-12-200001674760Debt Investments United States 1st Lien/Senior Secured Debt SPay, Inc. (dba Stack Sports) Interactive Media & Services Interest Rate 13.99% Reference Rate and Spread S + 9.25% (Incl. 3.50% PIK) Maturity 06/15/262024-12-3100016747602023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Splash Car Wash Inc Diversified Consumer Services Interest Rate 11.09% Reference Rate and Spread S + 6.50% Maturity 06/30/262024-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2023-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche K2 Towers II, LLC Wireless Telecommunication Services Interest Rate 11.09% Reference Rate and Spread S + 6.50% Maturity 05/02/292024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Picture Head Midco LLC Entertainment Interest Rate 12.89% Reference Rate and Spread S + 7.25% Maturity 12/31/242023-12-310001674760ck0001674760:NonControlledNonAffiliatedInvestmentsMember2024-01-012024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Lithium Technologies, Inc. Interactive Media & Services Reference Rate and Spread S + 11.00% PIK Maturity 01/03/252024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Interest Rate 11.14% Reference Rate and Spread S + 5.50% Maturity 06/29/272023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Internet Truckstop Group, LLC (dba Truckstop) Transportation Infrastructure Reference Rate and Spread S + 5.00% Maturity 04/02/252023-12-310001674760Warrants - 0.02%2023-12-310001674760ck0001674760:PantheonSilverLLCMember2024-12-170001674760ck0001674760:ProfessionalServicesMember2024-12-310001674760Debt Investments United States 1st Lien/Last-Out Unitranche Doxim, Inc. Financial Services Interest Rate 12.46% Reference Rate and Spread S + 8.00% Maturity 06/01/26 2024-12-310001674760Non-Controlled Affiliated Investments Collaborative Imaging, LLC (dba Texas Radiology Associates)2023-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2023-12-310001674760ck0001674760:GroundTransportationMemberck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMember2024-01-012024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:CommonStockMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt KBP BRANDS, LLC Hotels, Restaurants & Leisure Interest Rate 1010.00% Reference Rate and Spread S + 5.50% Maturity 05/26/272024-12-310001674760us-gaap:ForeignExchangeForwardMember2024-01-012024-12-310001674760ck0001674760:ThreeMonthSOFRMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMemberck0001674760:FirstLienOrLastOutUnitrancheMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. 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Beverages Interest Rate 17.38% Reference Rate and Spread S + 15.00% PIK Maturity 04/03/272023-12-310001674760ck0001674760:OneMonthSOFRMember2023-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:UnsecuredDebtMember2023-01-012023-12-310001674760us-gaap:DistributionServiceMember2024-01-012024-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2023-12-310001674760Total Investments - 115.56%2023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MarquisSoftwareSolutionsIncMember2024-12-310001674760us-gaap:RevolvingCreditFacilityMember2024-12-310001674760us-gaap:FairValueInputsLevel3Memberck0001674760:FirstLienOrLastOutUnitrancheMember2024-01-012024-12-310001674760Investments in Affiliated Money Market Fund - 0.1%2024-12-310001674760us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:CommonStockMembersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:EquitySecuritiesMember2024-12-310001674760ck0001674760:SixMonthSOFRMember2024-12-310001674760ck0001674760:JpmorganRevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2024-01-012024-12-310001674760Unsecured Debt -4.8%2023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt CDM Fitness Holdings, LLC Consumer Staples Distribution & Retail Interest Rate 10.73% Reference Rate and Spread S + 6.25% Maturity 06/17/262024-12-310001674760United States - 165.6%2024-12-310001674760us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:SoftwareMember2024-01-012024-12-310001674760ck0001674760:ChemicalsMember2023-12-310001674760Debt Investments United States Unsecured Debt Wine.com, Inc. 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Household Durables Interest Rate 11.26% Reference Rate and Spread S + 6.50% Maturity 10/12/262024-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:FinancialServicesMember2024-01-012024-12-310001674760us-gaap:WarrantMember2023-12-310001674760ck0001674760:InvestmentsAtFairValueMemberck0001674760:IndustryConcentrationRiskMemberck0001674760:FinancialServicesMember2023-01-012023-12-310001674760Equity Securities United States Preferred Stock Wine.com, LLC Beverages Initial Acquisition Date 03/03/212024-01-012024-12-310001674760Equity Securities United States Common Stock Elah Holdings, Inc. Capital Markets Initial Acquisition Date 05/09/182023-12-310001674760Non-Controlled Affiliated Investments Goldman Sachs Financial Square Government Fund2023-01-012023-12-310001674760ck0001674760:FirstLienOrSeniorSecuredDebtMember2024-12-310001674760ck0001674760:OurInvestmentsMember2024-01-012024-12-3100016747602021-12-310001674760Equity Securities United States Common Stock Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units Health Care Providers & Services Initial Acquisition Date 03/30/182023-01-012023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt Marquis Software Solutions Inc Consumer Finance Interest Rate 9.71% Reference Rate and Spread S + 5.25% Maturity 11/29/26 Two2024-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Chase Industries, Inc. (dba Senneca Holdings) Building Products Maturity 05/11/262023-12-310001674760Debt Investments United States 1st Lien/Senior Secured Debt VRC Companies, LLC (dba Vital Records Control) Commercial Services & Supplies Reference Rate and Spread P + 4.50% Maturity 06/29/272023-12-310001674760Debt Investments United States 2nd Lien/Senior Secured Debt Genesis Acquisition Co. (dba ProCare Software) Financial Services Interest Rate 14.47% Reference Rate and Spread S + 9.00% Maturity 07/31/26 Three2023-12-3100016747602024-05-012024-05-010001674760ck0001674760:SilverMergerSubLLCMember2024-12-170001674760us-gaap:FairValueInputsLevel3Memberck0001674760:ValuationTechniqueCollateralAnalysisMemberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberck0001674760:FirstLienOrSeniorSecuredDebtMemberck0001674760:MeasurementInputRecoveryRateMember2024-12-310001674760us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberck0001674760:BankLoansCorporateDebtAndOtherDebtObligationsMemberus-gaap:MeasurementInputDiscountRateMemberck0001674760:SecondLienOrSeniorSecuredDebtMember2024-12-31iso4217:EURxbrli:purexbrli:sharesck0001674760:Segmentiso4217:USDxbrli:sharesiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~2024

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

Commission file number: 814-01215

~~Goldman~~Silver ~~Sachs~~Capital ~~Private~~Holdings ~~Middle Market Credit~~ LLC

(Exact Name of Registrant as Specified in Its Charter)


Delaware	81-3233378
(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: (312) 655-4419

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

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

Limited Liability Company Common Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

As of June 30, ~~2023~~2024, there was no established public market for the registrant’s limited liability company units. As of March 54, ~~2024~~2025, there were 1014,~~687~~884,~~877~~897 ~~units~~ of the limited liability company’s common units outstanding.

~~Table~~SILVER ofCAPITAL ~~Contents~~HOLDINGS LLC

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC

Index to Annual Report on Form 10-K for

Year Ended December 31, ~~2023~~2024

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.		4
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	2629
ITEM 1B.	Unresolved Staff Comments	5255
ITEM 1C.	Cybersecurity	5255
ITEM 2.	Properties	5356
ITEM 3.	Legal Proceedings	5356
ITEM 4.	Mine Safety Disclosures	5356
PART II.		54
PART II		57
ITEM 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5457
ITEM 6.	[Reserved]	5458
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5559
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	6772
ITEM 8.	Consolidated Financial Statements and Supplementary Data	6874
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~101~~114
ITEM 9A.	Controls and Procedures	~~101~~114
ITEM 9B.	Other Information	~~101~~114
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~101~~114
PART III.		~~102~~115
ITEM 10.	Directors, Executive Officers and Corporate Governance	~~102~~115
ITEM 11.	Executive Compensation	~~107~~120
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~107~~122
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	~~108~~122
ITEM 14.	Principal Accounting Fees and Services	~~108~~123
PART IV.		~~110~~125
ITEM 15.	Exhibits, Financial Statement Schedules	~~110~~125
ITEM 16.	Form 10-K Summary	~~112~~126
SIGNATURES		~~113~~127

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 of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this annual report on Form 10-K, 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. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this annual report on Form 10 -K, because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

disruptions in the capital markets, market conditions, and general economic uncertainty;

•

changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and ~~the escalated~~ conflict in the Middle East;

•

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 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;

•

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;

•

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

•

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~~, including the Inflation Reduction Act of 2022~~;

•

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 foreign currency rather than U.S. dollars;

•

the impact of ~~elevated~~changing inflation and interest rates and the risk of recession on our portfolio companies;

•

the effect of global climate change on our portfolio companies;

•

the impact of interruptions in the supply chain on our portfolio companies;

the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

•

the increased public scrutiny of and regulation related to corporate social responsibility.

Table of Contents

PART I.

Unless indicated otherwise in this annual report on Form 10-K or the context so requires, references to “Company,” “we,” “us” and “our” mean Silver Capital Holdings LLC, together with its consolidated subsidiaries, or for the periods prior to December 17, 2024, Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. Goldman Sachs advises clients in many markets and transactions and purchases, sells, holds and recommends a broad array of investments for its own accounts and for the accounts of clients and of its personnel, through client accounts and the relationships and products it sponsors, manages and advises (such Goldman Sachs or other client accounts (including us, Goldman Sachs BDC, Inc. ("GS BDC"), Goldman Sachs Private Middle Market Credit II LLC ("GS PMMC II"), Goldman Sachs Middle Market Lending Corp. II ("GS MMLC II"), Phillip Street Middle Market Lending Fund LLC ("PSLF"), ~~and~~ Goldman Sachs Private Credit Corp. ("GS Credit") and West Bay BDC LLC (“West Bay”)), relationships and products, collectively, the “Accounts”).

On December 17, 2024, we completed our previously announced acquisition by Pantheon Silver Holdings LLC, a Delaware limited liability company (the “Buyer”), pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024 (the “Merger Agreement”), by and among us, the Buyer, and Silver Merger Sub LLC, a wholly owned subsidiary of the Buyer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer (the “Merger”). In connection with the Merger, our name was changed to Silver Capital Holdings LLC, and the Buyer and another investor made additional investments in us, as described elsewhere in this annual report.

ITEM 1. BUSINESS

The Company

We are a specialty finance company ~~that has been~~ focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a RIC, and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through December 31, ~~2023~~2024, we originated approximately $2.3334 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We ~~have~~seek ~~sought~~ to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, 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 borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first-out” portion of a unitranche loan while we 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 the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment 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 have also originated “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

During our investment period, we sought to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. 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 $200 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. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to other assets, private 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, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations which we will value at market value or, if no market value is ascertainable, at fair value for the purpose of complying with the above mentioned policy. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our unitholders (the “Unitholders”) at least 60 days prior to any change to the 80% investment policy described above.

We expect that at least 70% of our total assets will be invested, directly or indirectly, 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 has been focused 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.

4For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Risks Relating to Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages.”

~~Table~~The ofMerger ~~Contents~~with Silver Merger Sub LLC and In-Kind Contribution

inOn ~~value~~December 17, 2024, we ~~may~~completed ~~achieve~~our ~~additional~~previously ~~investment~~announced ~~return~~acquisition ~~from~~by ~~these~~the ~~equity~~Buyer, ~~investments.~~pursuant Weto ~~may structure~~ the ~~warrants~~Merger toAgreement, ~~provide~~by ~~provisions~~and ~~protecting~~among ~~our rights as a minority-interest holder~~us, asthe ~~well as puts~~Buyer, orand ~~rights~~Merger toSub. ~~sell~~Pursuant ~~such securities back~~ to the ~~portfolio~~Merger ~~company~~Agreement, ~~upon~~Merger ~~the~~Sub ~~occurrence~~was ofmerged ~~specified~~with ~~events. In many cases~~us, ~~we may also obtain registration rights in connection~~ with ~~these~~us ~~equity~~surviving ~~investments,~~as ~~which~~a ~~may~~wholly-owned ~~include~~subsidiary ~~demand~~of ~~and~~the ~~“piggyback” registration rights~~Buyer.

~~For~~In aaccordance ~~discussion~~with the terms of the ~~competitive~~Merger ~~landscape~~Agreement, weat ~~face~~the effective time of the Merger, ~~please~~each ~~see~~outstanding common unit of limited liability company interest (a “~~Item~~Unit”), ~~1A.~~other ~~Risk~~than ~~Factors—Competition—We~~our ~~operate~~Units held by us or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in acash ~~highly~~equal ~~competitive~~to ~~market~~$24.05 ~~for~~per ~~investment~~Unit. ~~opportunities”~~In addition, 6,365,622 Units were issued to the Buyer in the Merger, and ~~“Item~~452 1Units were issued to an additional investor, at a price of $22.12 ~~Business—Competitive~~per ~~Advantages~~Unit.”

In-Kind Contribution

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver LLC, a Delaware limited liability company (“Pantheon Silver”), to us in exchange for 8,394,088 Units at a price of $24.05 per Unit (the “In-Kind Contribution”). In addition, on December 17, 2024, following the effective time of the Merger and after giving effect to the contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, our wholly-owned subsidiary, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as our wholly-owned subsidiary.

For more information about the Merger, see Note 13 “The Merger and In-Kind Contribution” to our consolidated financial statements included in this report.

Available Information

We file with or submit to the SEC periodic and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information filed electronically by us with the SEC. Copies of these reports, proxy and information statements and other information may be obtained by electronic request at the following e-mail address: publicinfo@sec.gov.

Investment Strategy

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities ~~between~~of three ~~and~~to ten years and ~~generally~~investment ~~range in~~ size ~~between~~ranges from $10 million ~~and~~to $75 million, although we may make larger or smaller investments on occasion.

Investment Portfolio

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

	December 31, 2023
	December 31, 2024
	Amortized Cost		Fair Value
	($ in millions)
First Lien/Senior Secured Debt	$	~~337~~474.5888	$	~~322~~419.4299
First Lien/Last-Out Unitranche		67144.2313		64142.8422
Second Lien/Senior Secured Debt		6220.2347		5216.7594
Unsecured Debt		1913.1853		~~19.34~~—
Preferred Stock		64.3383		~~3.09~~—
Common Stock		64.4959		53.8835
Warrants		1.3423		~~0.08~~—
Total investments	$	~~500~~663.3866	$	~~468~~582.4050

As of December 31, ~~2023~~2024, our portfolio consisted of investments in 1932 portfolio companies across 1621 different industries. The largest industries in our portfolio, based on fair value as of December 31, ~~2023~~2024, were Financial Services, ~~Interactive~~Hotels, ~~Media~~Restaurants & ~~Services~~Leisure, ~~Professional~~Wireless Telecommunication Services and ITInteractive Media & Services, which represented 1914.14%, 1710.05%, 87.98% and 87.68%, respectively, of our portfolio at fair value. The geographic composition of our portfolio at fair value as of December 31, ~~2023~~2024 was ~~97.2~~100% invested in portfolio companies organized in the United States ~~and 2~~.~~8% in portfolio companies organized in Canada.~~

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

	December 31, 2023
	December 31, 2024
	Amortized Cost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		1210.80	%		1521.75	%
First Lien/Last-Out Unitranche(2)(3)		1312.20			1513.0
Second Lien/Senior Secured Debt(2)		1211.70			1411.70
Unsecured Debt(2)		~~15.2~~—			~~15.9~~—
Preferred Stock(4)		—			—
Common Stock(4)		—			—
Warrants(4)		—			—
Total Portfolio		1210.61	%		1519.20	%

(1)

The weighted average yield of our portfolio does not represent the total return to our Unitholders.

(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 status and non-income producing investments) at amortized cost or fair value, respectively.

(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 status and non-income producing investments) at amortized cost or fair value, respectively.

Table of Contents

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

		December 31, 2023
		December 31, 2024
Number of portfolio companies			1932
Percentage of performing debt bearing a floating rate (1)			98100.30	%
Percentage of performing debt bearing a fixed rate (1) (2)			~~1.7~~—	%
Weighted average leverage (net debt/EBITDA)(3)		65.5x9x
Weighted average interest coverage(3)		1.3x9x
Median EBITDA(3)	$	6138.9200 million

(1)	Measured on a fair value basis. Excludes investments, if any, placed on non-accrual status.
(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.
	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 December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 25.2% of total debt investments at fair value.
	As of December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 20.1% of total debt investments at fair value.

Corporate Structure and Private Offering

We were formed as a Delaware limited partnership on December 23, 2015 with the name Private Middle Market Credit LP and converted to a Delaware limited liability company on April 4, 2016, at which time our name was changed to Goldman Sachs Private Middle Market Credit LLC. On December 17, 2024, in connection with the completion of the Merger, our name was changed to Silver Capital Holdings LLC. We have elected to be regulated as a BDC under the Investment Company Act. In addition, we have elected to be treated as a RIC, and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016.

From May 6, 2016 (the “Initial Closing Date”) through May 5, 2017 (the “Final Closing Date”), we accepted subscription agreements from investors acquiring Units in our continuous private offering ~~of common units of our limited liability company interests (the “Units”)~~. Investors acquiring Units in the private offering each entered into a subscription agreement (a “Subscription Agreement”) pursuant to which the investor agreed to purchase Units for an aggregate purchase price equal to the portion of its requested capital commitment to us that we accepted (its “Commitment”). Each individual Unitholder holding Units is required to make capital contributions (up to the amount of their undrawn Commitment) to purchase Units in respect of its Commitment each time we deliver a drawdown notice, which will be delivered in respect of such Commitment at least five business days (as defined in Rule 14d-1 of the Exchange Act) ~~(“Business Days”)~~ prior to the required funding date (the “Drawdown Date”). New Units are issued on each Drawdown Date.

Credit Alternatives GP LLC (the “Initial Member”) made a capital contribution to us of $100 on June 9, 2016 (inception) and served as our sole initial member. We cancelled the Initial Member’s interest in us on July 14, 2016, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units ~~(the “Initial Drawdown Date”)~~.

Subject to certain limited exceptions under the Investment Company Act, on each Drawdown Date, Unitholders will be required to purchase Units at a price equal to our then-current NAV per Unit as of the end of the most recent calendar month prior to the date of the applicable drawdown notice or issuance date, subject to the limitations of Section 23 under the Investment Company Act (which generally prohibits us from issuing Units at a price below the then-current NAV of the Units as determined within 48 hours, excluding Sundays and holidays, of such issuance, subject to certain exceptions).

We held a limited number of closings subsequent to the Initial Closing Date ~~(each date on which a subsequent closing was held, a “Subsequent Closing Date”)~~. On November 1, 2016, our board of directors (the “Board of Directors” or the “Board”) approved an amended and restated LLC agreement (the “LLC Agreement”) and approved an extension of the final date on which we would accept Subscription Agreements to the Final Closing Date.

Unitholders are entitled to receive dividends or other distributions declared by the Board of Directors and are entitled to one vote for each Unit held on all matters submitted to a vote of the Unitholders.

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As of the date indicated, we had aggregate Commitments and undrawn Commitments from investors as follows:

	December 31, 2023
	December 31, 2024
	CapitalCommitments($ in millions)		UnfundedCapitalCommitments($ in millions)		% of CapitalCommitmentsFunded
Common Units	$	1,097.43	$	60.36		95	%
Units	$	162.88	$	19.09		88	%

WeIn ~~did~~addition, ~~not~~6,365,622 ~~issue~~Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a ~~capital~~price ~~drawdown~~of ~~for~~$22.12 per Unit at the ~~years~~effective ~~ended~~time ~~December~~of 31the Merger. Additionally, ~~2023~~at the effective time of the Merger, ~~and~~the ~~2022~~Buyer contributed its wholly-owned subsidiary, Pantheon Silver, to us in exchange for 8,394,088 Units at a price of $24.05 per Unit.

The following table summarizes the total Units issued and proceeds received related to capital drawdowns:


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
December 20, 2024		124,735	$	3.00
Total Capital drawdowns		124,735	$	3.00

Investment Period

Our investment period commenced on the Initial Closing Date and continued through May 5, 2019. Following the end of the investment period, we have the right to issue drawdowns only (i) to pay, and/or establish reserves for, our actual or anticipated 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 ~~BDC~~Private Credit Investment Committee (as defined below) prior to the expiration of the investment period, or (~~iii~~ii) to ~~engage~~provide infor ~~hedging~~defensive ~~transactions~~funding orin ~~(iv)~~connection towith ~~make~~the ~~additional~~liquidity ~~investments~~needs inof ~~existing~~the portfolio companies ~~(including~~in ~~transactions~~which towe ~~hedge interest rate~~ or ~~currency~~our ~~risks~~subsidiaries ~~related~~are ~~to such additional investment)~~invested.

Term

On May 3, 2023, the Board of Directors approved and authorized an extension of our term (“Term”) from May 5, 2024 (the "Initial Expiration Date") to May 5, 2025. ~~Our~~In connection with our Fourth Amended and Restated Limited Liability Company Agreement, our term iswas ~~subject~~revised to ~~our~~run ~~Board~~for a period of ~~Directors’~~five ~~right~~years tofrom ~~liquidate~~the usdate atof ~~any~~the ~~time~~amendment and torestatement, ~~extend~~or ~~our~~until ~~term~~December ~~for~~17, up2029. Unless tothe ~~two~~Company ~~additional~~is ~~successive~~sooner ~~one-year~~dissolved ~~periods~~in ~~from~~accordance with the ~~Initial~~Company’s ~~Expiration~~limited ~~Date.~~liability ~~Upon~~company agreement, the ~~request~~term of ~~our~~the ~~Board~~Company will continue until the earlier of ~~Directors~~(x) the date on which all investments have either been repaid or sold and (y) December 17, 2029, unless the term is extended upon the request of the Board and by approval of aPantheon ~~majority-in-interest~~Silver Holdings LLC as the holder of ~~our~~the ~~Unitholders,~~majority ~~our~~of ~~term~~the ~~may~~interests beof ~~further~~the ~~extended~~Company.

We shall be dissolved (i) upon the expiration of our Term (as such Term may be extended pursuant to the above), (ii) at any time upon a decision of the Board of Directors, (iii) if there are no Unitholders, unless our business is continued in accordance with the LLC Agreement or applicable law or (iv) upon the entry of a decree of judicial dissolution under applicable law.

Our Investment Adviser

GSAM serves as our Investment Adviser and has been registered as an investment adviser with the SEC since 1990. Subject to the supervision of the Board of Directors, a majority of which is made up of ~~independent~~Independent ~~directors~~Directors (as defined in “Item 10. Directors, Executive Officers and Corporate Governance”) (including an independent Chairperson), GSAM manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. GSAM is a subsidiary of GS Group Inc., a bank holding company (“BHC”) and a financial holding company (“FHC”), regulated by the board of governors of the federal reserve system (the "Federal Reserve"). GS Group Inc. is a leading global financial institution that ~~delivers~~provides a broad range of financial services to a ~~large~~substantial and diversified client base that includes corporations, financial institutions, governments and individuals. GS Group Inc. is the general partner and owner of GSAM.

The Goldman Sachs Asset Management Private Credit Team

The Goldman Sachs Asset Management Private Credit Team is dedicated to the direct origination investment strategy of the Company and other Accounts that share a similar investment strategy with us. The Goldman Sachs Asset Management Private Credit Team is comprised of approximately ~~160~~200 investment professionals across ~~nine~~11 cities and four continents as of December 31, ~~2023~~2024. Within the Goldman Sachs Asset Management Private Credit Team, approximately 7480 private credit investment professionals across five offices in the Americas led by Alex Chi and David Miller, our Co-Chief Executive Officers and Co-Presidents, oversee and lead our day-to-day portfolio management. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, and negotiating, structuring, monitoring, and servicing our investments. In addition, the Investment Adviser and Goldman Sachs have risk management, legal, accounting, tax, information technology and compliance personnel, among other personnel, who provide services to us. We benefit from the expertise provided by these personnel in our operations.

The Goldman Sachs Asset Management Private Credit Team utilizes a bottom-up, fundamental research approach to lending. The managing directors of this team had an average industry experience of over 1819 years coupled with an average tenure at Goldman Sachs of over 12 years as of December 31, ~~2023~~2024.

~~Investment Committee~~ 8

~~All investment decisions are made by the investment committee of the Goldman Sachs Asset Management~~ Private Credit ~~Team that focuses on regulated fund investments (the “BDC~~ Investment Committee~~”).~~ The BDC Investment Committee currently consists of the following members: Justin Betzen, Alex Chi, David Miller, James Reynolds, Kevin Sterling and Greg Watts, along with members from Goldman Sachs’ Compliance, Legal, Tax and Controllers groups. The BDC Investment Committee is responsible for approving all of our investments. The BDC Investment Committee also monitors investments in our portfolio and approves all asset dispositions. We expect to benefit from the extensive

7All investment decisions are made by the investment committee of the Goldman Sachs Asset Management Private Credit Team (the “Private Credit Investment Committee”). As of the date of this report, the Private Credit Investment Committee consists of the following members: Rich Friedman, James Reynolds, Vivek Bantwal, Patrick Armstrong, Amitayush Bahri, Steven Budig, Kevin Sterling, Beat Cabiallavetta, Stephanie Rader, Alex Chi, David Miller, Greg Watts, Nicole Agnew and Moritz Jobke, along with members from Goldman Sachs’ Compliance, Legal, Tax and Controllers groups. The Private Credit Investment Committee is responsible for approving all of our investments. The Private Credit Investment Committee also monitors investments in our portfolio and approves all asset dispositions. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Private Credit Investment Committee, which includes expertise in privately originated and publicly traded leveraged credit, stressed and distressed debt, bankruptcy, mergers and acquisitions and private equity. The size, membership, authority and voting rights of members of the Private Credit Investment Committee are subject to change from time to time without prior notice.

~~Table~~The purpose of ~~Contents~~our Private Credit Investment Committee is to evaluate and approve, as deemed appropriate, all investments by our Investment Adviser. Our Private Credit Investment Committee process is intended to bring the diverse experience and perspectives of our Private Credit Investment Committee’s members to the analysis and consideration of every investment. Our Private Credit Investment Committee also serves to provide investment consistency and adherence to our Investment Adviser’s investment philosophies and policies. Our Private Credit Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.

and varied relevant experience of the investment professionals serving on the BDC Investment Committee, which includes expertise in privately originated and publicly traded leveraged credit, stressed and distressed debt, bankruptcy, mergers and acquisitions and private equity. The size, membership, authority and voting rights of members of the BDC Investment Committee are subject to change from time to time without prior notice.

The purpose of our BDC Investment Committee is to evaluate and approve, as deemed appropriate, all investments by our Investment Adviser. Our BDC Investment Committee process is intended to bring the diverse experience and perspectives of our BDC Investment Committee’s members to the analysis and consideration of every investment. Our BDC Investment Committee also serves to provide investment consistency and adherence to our Investment Adviser’s investment philosophies and policies. Our BDC Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.

Investments

We seek to create a portfolio that includes primarily 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. We expect to make investments through both primary originations and open-market secondary purchases. We currently do not limit our focus to any specific industry. If we are successful in achieving our investment objective, we believe that we will be able to provide our Unitholders with consistent dividend distributions and attractive risk adjusted total returns.

As of December 31, ~~2023~~2024, our portfolio (which term does not include our investment in a money market ~~fund~~funds managed by an affiliate of GS Group Inc).) on a fair value basis, was comprised of approximately 9399.94% secured debt investments (8296.65% in first lien debt (including 1324.84% in first lien/last-out unitranche loans) and 112.39% in second lien debt), 40.10% in unsecured debt investments, 0.70% in preferred stock, ~~and 1~~0.36% in common stock and 0.0% in warrants. We expect that our portfolio will continue to include secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, unsecured debt (including mezzanine debt) and, to a lesser extent, equities. In addition to investments in U.S. middle-market companies, we may invest a portion of our capital in opportunistic investments, such as in large U.S. companies, foreign companies, stressed or distressed debt, structured products or private equity. Such investments are intended to enhance our risk adjusted returns to Unitholders, and the proportion of these types of investments will change over time given our views on, among other things, the economic and credit environment in which we are operating, although these types of investments generally will constitute less than 30% of our total assets.

In the future, we may also securitize a portion of our investments in any or all of our assets. We expect that our primary use of funds will be to make investments in portfolio companies, distribute cash to holders of our ~~common~~ Units and pay our operating expenses, including debt service to the extent we borrow or issue senior securities to fund our investments.

In certain circumstances, we can make negotiated co-investments pursuant to an exemptive order from the SEC permitting us to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which we expect to rely to co-invest alongside certain other Accounts, which may include proprietary accounts of Goldman Sachs, in a manner consistent with our investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). ~~Additionally~~On June 25, 2024, the SEC granted an amendment to the Relief, which permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or RICs, did not have an investment in such existing portfolio company. If our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

In addition, we have filed an application to amend the Relief to permit us to participate in follow-on investments in our existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when we will receive the amended exemptive order.

Investment Criteria

We are committed to a value-oriented philosophy implemented by our Investment Adviser, which manages our portfolio and seeks to minimize the risk of capital loss without foregoing the potential for capital appreciation. We have identified several criteria, discussed below, that GSAM believes are important in identifying and investing in prospective portfolio companies.

These criteria outlined below provide general guidelines for our investment decisions. However, not all of these criteria will be met by each prospective portfolio company in which we choose to invest. Generally, we seek to use our experience and access to market information to identify investment candidates and to structure investments quickly and effectively.

• Value orientation and positive cash flow. Our investment philosophy places a premium on fundamental analysis and has a distinct value orientation. We focus on companies in which we can invest at relatively low multiples of operating cash flow and that are profitable at the time of investment on an operating cash flow basis. Typically, we do not expect to invest in start-up companies or companies having speculative business plans.

• Experienced management and established financial sponsor relationships. We generally require that our portfolio companies have an experienced management team and have proper incentives in place for management to succeed and to act in concert with our interests as investors. In addition, we focus our investments in companies backed by strong financial sponsors that have a history of creating value and with whom members of our Investment Adviser have an established relationship.

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interests as investors. In addition, we focus our investments in companies backed by strong financial sponsors that have a history of creating value and with whom members of our Investment Adviser have an established relationship.

• Strong and defensible competitive market position. We seek to invest in target companies that have developed leading market positions within their respective markets and are well-positioned to capitalize on growth opportunities. We also seek companies that demonstrate significant competitive advantages versus their competitors, which should help to protect their market position and profitability while enabling us to protect our principal and avoid capital losses.

• Viable exit strategy. We seek to invest in companies that GSAM believes will provide a steady stream of cash flow to repay our loans and reinvest in their respective businesses. We expect that such internally generated cash flow, leading to the payment of interest on, and the repayment of the principal of, our investments in portfolio companies to be a key means by which we exit from our investments over time. In addition, we also seek to invest in companies whose business models and expected future cash flows offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of common stock or other capital markets transactions.

• Due diligence. Our Investment Adviser takes a bottom-up, fundamental research approach to our potential investments. It believes it is critical to conduct extensive due diligence on investment targets and in evaluating new investments. Our Investment Adviser conducts a rigorous due diligence process that is applied to prospective portfolio companies and draws from its experience, industry expertise and network of contacts. In conducting due diligence, our Investment Adviser uses information provided by companies, financial sponsors and publicly available information as well as information from relationships with former and current management teams, consultants, competitors and investment bankers.

Our due diligence process typically includes, but is not limited to: (i) review of historical and prospective financial information; (ii) review of the capital structure; (iii) analysis of the business and industry in which the company operates; (iv) on-site visits; (v) interviews with management, employees, customers and vendors of the potential portfolio company; (vi) review of loan documents; (vii) background checks; and (viii) research relating to the portfolio company’s management, industry, markets, products and services and competitors.

The Investment Adviser may integrate environmental, social and governance ("ESG") risk considerations within its process for originating loans to U.S. middle market companies, investing directly in middle market credit obligations and related instruments. As part of its due diligence process, the Investment Adviser may consider, alongside other relevant factors, ESG risks, events or conditions that have or could have a material negative impact on the operating and performance metrics of these borrowers in the portfolio. Depending on the circumstances, examples of ESG risks can include physical environmental risks, climate change transition risks, supply chain disruptions, improper labor practices, lack of board diversity and corruption. The Investment Adviser may utilize proprietary research to assess ESG risks that are relevant to our investment.

Upon the completion of due diligence and a decision to proceed with an investment in a company, the team leading the investment presents the investment opportunity to our ~~BDC~~Private Credit Investment Committee. This committee determines whether to pursue the potential investment. All new investments are required to be reviewed by the ~~BDC~~Private Credit Investment Committee. The members of the ~~BDC~~Private Credit Investment Committee are employees of our Investment Adviser and they do not receive separate compensation from us or our Investment Adviser for serving on the ~~BDC~~Private Credit Investment Committee. Additional due diligence with respect to any investment may be conducted on our behalf (and at our expense) by attorneys prior to the closing of the investment, as well as other outside advisers, as appropriate.

Investment Structure

Once we determine that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers, including senior, junior and equity capital providers, to structure an investment. We negotiate among these parties and use creative and flexible approaches to structure our investment relative to the other capital in the portfolio company’s capital structure.

We expect our secured debt to have terms of approximately three to ten years. We generally obtain security interests in the assets of our portfolio companies that will serve as collateral in support of the repayment of this debt. This collateral may take the form of first or second priority liens on the assets of a portfolio company.

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. Mezzanine debt typically has interest-only payments in the early years, payable in cash or in-kind, with amortization of principal deferred to the later years of the mezzanine debt. In some cases, we may enter into mezzanine debt that, by its terms, converts into equity (or is issued along with warrants for equity) or additional debt securities or defers payments of interest for the first few years after our investment. Typically, our mezzanine debt investments have maturities of three to ten years.

We also invest in unitranche loans, which are loans that combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position. 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 other amounts due thereunder over the “last-out” portion that we would continue to hold.

In the case of our secured debt and unsecured debt, including mezzanine debt investments, we seek to tailor the terms of the investments to the facts and circumstances of the transactions and the prospective portfolio companies, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio companies to achieve their business plan and improve their profitability. For example, in addition to seeking a senior position in the capital structure of our portfolio companies, we may seek to limit the downside potential of our investments by:

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• requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk;

• incorporating “put” rights and call protection into the investment structure; and

• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights. We may not be able to negotiate to get any or all of these protections with respect to our investments.

Our investments may include equity features, such as direct investments in the equity or convertible securities of portfolio companies or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with our debt securities 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 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.

We expect to hold most of our investments to maturity or repayment, but may sell certain investments earlier if a liquidity event takes place, such as the sale or refinancing of a portfolio company. We also may turn over our investments to better position the portfolio as market conditions change.

Allocation of Investment Opportunities

Our investment objectives and investment strategies are similar to those of other Accounts, and an investment opportunity appropriate for us may also be appropriate for such other Accounts (which may include proprietary accounts of Goldman Sachs). This creates potential conflicts in allocating investment opportunities among us and such other Accounts, particularly in circumstances where the availability of such investment opportunities is limited, where the liquidity of such investment opportunities is limited or where co-investments by us and such other Accounts are not permitted under applicable law.

To address these and other potential conflicts, a selection of which are outlined below, the Investment Adviser has developed allocation policies and procedures that provide that personnel of the Investment Adviser making portfolio decisions for Accounts will make purchase and sale decisions and allocate investment opportunities among Accounts consistent with its fiduciary obligations. To the extent permitted by applicable law, these policies and procedures may result in the pro rata allocation of limited opportunities across eligible Accounts managed by a particular portfolio management team, but in many other cases, the allocations may reflect numerous other factors as described below. There will be cases where certain Accounts receive an allocation of an investment opportunity when we do not and vice versa.

In some cases, due to information barriers that may be in place, other Accounts may compete with us for specific investment opportunities without being aware that we are competing against each other. Goldman Sachs has a conflicts system in place, in addition to these information barriers to identify potential conflicts early in the process and determine if an allocation decision needs to be made. If the conflicts system detects a potential conflict with respect to a particular investment opportunity, such investment opportunity will be assessed to determine whether it must be allocated to, or prohibited from being allocated to, a particular Account.

Personnel of the Investment Adviser involved in decision-making for Accounts may make allocation-related decisions in accordance with the Investment Adviser’s allocation policies and procedures for us and for other Accounts by reference to one or more factors, including but not limited to: the strategy, objectives, guidelines and restrictions (including legal and regulatory restrictions) of potentially in-scope Accounts, as well as those Accounts’ current portfolios and investment horizons; strategic fit and other portfolio management considerations, including different desired levels of investment for different strategies; the expected future capacity of the potentially in-scope Accounts; cash and liquidity considerations; and the availability of other appropriate investment opportunities. The Investment Adviser may also consider reputational matters and other factors. The application of these considerations may cause differences in the portfolios and performance of different Accounts that have similar strategies. In addition, in some cases the Investment Adviser may make investment recommendations to Accounts where the Accounts make the investment independently of the Investment Adviser, which may result in a reduction in the availability of the investment opportunity for other Accounts (including us), irrespective of the Investment Adviser’s policies regarding allocation of investments. Additional information about the Investment Adviser’s allocation policies is set forth in Item 6 (“Performance-Based Fees and Side-by-Side Management—Side-by-Side Management of Advisory Accounts; Allocation of Opportunities”) of the Investment Adviser’s Form ADV.

The Investment Adviser, including the Goldman Sachs Asset Management Private Credit Team, may develop and implement new trading strategies or seek to participate in new investment opportunities and strategies. These opportunities and strategies may not be employed in all Accounts even if the opportunity or strategy is consistent with the objectives of such Accounts.

During periods of unusual market conditions, the Investment Adviser may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only Accounts that are typically managed on a side-by-side basis with levered and/or long-short Accounts.

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We may or may not receive opportunities referred by Goldman Sachs businesses and affiliates, but in no event do we have any rights with respect to such opportunities. Subject to applicable law, including the Investment Company Act, such opportunities or any portion thereof may be offered to other Accounts, Goldman Sachs, certain of our investors, or such other persons or entities as determined by Goldman Sachs in its sole discretion. We will have no rights and will not receive any compensation related to such opportunities. Certain of such opportunities may be referred to us by employees or other personnel of Goldman Sachs, or by third parties. If we invest in any such opportunities, Goldman Sachs, may be entitled, to the extent permitted by applicable law, including the limitations set forth in Section 57(k) of the Investment Company Act, to receive compensation from us or from the borrowers in connection with such investments. Any compensation we pay in connection with such referrals will be an operating expense and will accordingly be borne by us (and will not serve to offset any Management Fee (as defined below) or Incentive Fee (as defined below) payable to the Investment Adviser).

In connection with certain of our investments, the Investment Adviser may determine that the appropriate amount to allocate to us and other Accounts may be less than the full amount of the investment opportunity, due to considerations related to, among other things, diversification, portfolio management, leverage management, investment profile, risk tolerance or other exposure guidelines or limitations, cash flow or other considerations. In such situations, “excess amounts” that can be allocated may be offered to other persons or entities. Subject to applicable law, such opportunities may be structured as an investment alongside us or as a purchase of a portion of the investment from us (through a syndication, participation or otherwise).

In all cases, subject to applicable law, the Investment Adviser has broad discretion in determining to whom and in what relative amounts to offer such opportunities, and factors the Investment Adviser may take into account, in its sole discretion, include whether such potential recipient is able to assist or provide a benefit to us in connection with the potential transaction or otherwise, whether the Investment Adviser believes the potential recipient is able to execute a transaction quickly, whether the potential recipient is expected to provide expertise or other advantages in connection with a particular investment, whether the Investment Adviser is aware of such potential recipient’s expertise or interest in these types of opportunities generally or in a subset of such opportunities or, the potential recipient’s target investment sizing. Recipients of these opportunities may, in accordance with applicable law, include one or more of our investors, one or more investors in other funds managed by the Goldman Sachs Asset Management Private Credit Team, clients or potential clients of Goldman Sachs, or funds or Accounts established for any such persons. These opportunities may give rise to potential conflicts of interest. These opportunities will be offered to the recipients thereof on such terms as the Investment Adviser determines in its sole discretion, subject to applicable law, including on a no-fee basis or at prices higher or lower than those paid by us. As a result of these and other reasons, returns with respect to an opportunity may exceed investors’ returns with respect to our investment in the same opportunity.

Transactions with affiliates. We are prohibited under the Investment Company Act from participating in certain transactions with our affiliates without the prior approval of our Independent Directors ~~(as defined in “Item 10. Directors, Executive Officers~~ and ~~Corporate Governance”) and~~, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be an affiliate of the Company for purposes of the Investment Company Act, and we are generally prohibited from buying or selling any assets from or to, or entering into certain “joint” transactions (which could include investments in the same portfolio company) with such affiliates, absent the prior approval of the Independent Directors. The Investment Adviser and its affiliates, including persons that control, or are under common control with, the Company or the Investment Adviser, are also considered to be our affiliates under the Investment Company Act, and we are generally prohibited from buying or selling any assets from or to, or entering into “joint” transactions with, such affiliates without exemptive relief from the SEC.

Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief. Subject to applicable law, we may invest alongside Goldman Sachs and other Accounts. The staff of the SEC has issued no-action relief permitting us to purchase a single class of privately placed securities alongside Goldman Sachs and other Accounts, provided that the Investment Adviser negotiates no term other than price and certain other conditions are met. In certain circumstances, we and such other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting us to do so. On November 16, 2022, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser, and certain other affiliated applicants. Additionally, if our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations, and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to certain conditions, including that co-investments are made in a manner consistent with our investment objectives and strategies, certain Board-established criteria, and the other applicable conditions of the Relief. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of our Independent Directors must reach certain conclusions in connection with a co-investment transaction, including that (i) the terms of the proposed transaction are reasonable and fair to us and our Unitholders and do not involve overreaching in respect of us or our Unitholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of our Unitholders and is consistent with our then-current investment objectives and strategies.12

InCo-Investments ~~addition~~Alongside Goldman Sachs and Other Accounts, and the Relief. Subject to applicable law, we ~~have~~may ~~filed~~invest analongside ~~application~~Goldman toSachs ~~amend~~and other Accounts. The staff of the ~~Relief~~SEC tohas ~~permit~~issued no-action relief permitting us to ~~participate~~purchase ina ~~follow-on~~single ~~investments~~class inof ~~our~~privately ~~existing~~placed ~~portfolio~~securities ~~companies~~alongside ~~with~~Goldman ~~certain~~Sachs ~~affiliates~~and ~~covered~~other byAccounts, provided that the ~~Relief~~Investment ifAdviser ~~such~~negotiates ~~affiliates,~~no ~~that~~term ~~are~~other ~~not~~than ~~BDCs~~price orand ~~registered~~certain ~~investment~~other ~~companies~~conditions are met. In certain circumstances, ~~did~~we ~~not~~and ~~have~~such other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an ~~investment~~exemptive inorder ~~such~~from ~~existing~~the ~~portfolio~~SEC ~~company~~permitting us to do so. ~~There~~On ~~can~~November be16, no2022, ~~assurance~~the ifSEC ~~and~~granted ~~when~~the weRelief ~~will~~to ~~receive~~the Investment Adviser, the ~~amended~~BDCs ~~exemptive~~advised ~~order~~by the Investment Adviser, and certain other affiliated applicants.

On June 25, 2024, the SEC granted an amendment to the Relief, which permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or RICs, did not have an investment in such existing portfolio company. If our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations, and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to certain conditions, including that co-investments are made in a manner consistent with our investment objectives and strategies, certain Board-established criteria, and the other applicable conditions of the Relief. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of our Independent Directors must reach certain conclusions in connection with a co-investment transaction, including that (i) the terms of the proposed transaction are reasonable and fair to us and our Unitholders and do not involve overreaching in respect of us or our Unitholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of our Unitholders and is consistent with our then-current investment objectives and strategies.

If the Investment Adviser identifies an investment and we are unable to rely on the Relief for that particular opportunity, the Investment Adviser will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Account to which to allocate investment opportunities. Accordingly, it is possible that we may not be given the opportunity to participate in investments made by other Accounts.

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We may invest alongside other Accounts advised by the Investment Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff guidance and interpretations. For example, we may invest alongside such Accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other Accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on our behalf and on behalf of its other clients, negotiates no term other than price. We may also invest alongside the Investment Adviser’s other clients as otherwise permissible under SEC staff guidance and interpretations, applicable regulations and the allocation policy of the Investment Adviser.

For a further explanation of the allocation of opportunities and other conflicts and the risks related thereto, please see “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—Potential conflicts of interest with other businesses of Goldman Sachs could impact our investment returns.”

Expenses are generally allocated to Accounts (including to us) based on whose behalf the expenses are incurred. Where we and one or more other Accounts participate in a particular investment or collectively incur other expenses, the Investment Adviser generally allocates investment-related and other expenses in a manner the Investment Adviser determines to be fair and equitable, which may be pro rata or on a different basis.

We and other Accounts may contract for and incur expenses in connection with certain services provided by third parties, including valuation agents, rating agencies, attorneys, accountants and other professional service providers, while other Accounts that did not contract for such services may not incur such expenses even though they directly or indirectly receive benefit from such services. For example, the work of valuation firms retained by the Company at the request of the Board benefit certain Accounts that invest in the same assets as the Company, but because such other Accounts did not request such services, they are not allocated any costs associated therewith. While it is generally expected that the Accounts requesting third-party services will bear the full expense associated therewith, GSAM may in its sole discretion determine to bear the portion of such expenses that would be allocable to the non-requesting Accounts had such Accounts requested the services.

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Market Opportunity

The Goldman Sachs Asset Management Private Credit Team believes there is an attractive investment opportunity to invest in U.S. middle-market companies. Specifically:

•

The middle-market represents a large target market opportunity. According to the National Center for the Middle Market, the U.S. middle market is composed of ~~approximately~~nearly 200,000 companies that represent approximately 33% of the private sector gross domestic product~~, employing approximately 48 million people~~.1 The Goldman Sachs Asset Management Private Credit Team believes that there is an attractive investment environment for BDCs to provide loans to U.S. middle market companies.

•

There have been secular changes in ownership structures of middle-market companies. The Goldman Sachs Asset Management Private Credit Team has observed a transformation in the ownership structures of private and public companies. The number of U.S. private-equity companies is at its highest level since 2000. Conversely, the number of listed U.S. domestic companies has dramatically declined over the same time period, yet the average market capitalization of listed U.S. companies has grown. The Goldman Sachs Asset Management Private Credit Team believes that this has resulted in a shift in the ownership of middle-market companies and thus has created a larger market opportunity for us to provide debt capital to the companies that we expect to target.

There is a large amount of un-invested private equity capital for middle-market companies. There is a large amount of un-invested private equity capital for North America buyout funds. The Goldman Sachs Asset Management Private Credit Team believes this creates additional capacity for us as the Goldman Sachs Asset Management Private Credit Team expects private equity firms will seek to leverage their investments by combining equity capital with debt capital.

•

Changes in business strategy by banks have further reduced the supply of capital to middle-market companies. The trend of consolidation of regional banks into money center banks has reduced the focus of these businesses on middle-market lending. Money center banks traditionally focus on lending and providing other services to large corporate clients to whom they can deploy larger amounts of capital more efficiently. The Goldman Sachs Asset Management Private Credit Team believes that this has resulted in fewer bank lenders to U.S. middle-market companies and reduced the availability of debt capital to the companies that we expect to target.

•

The capital markets have been unable to fill the void in middle-market finance left by banks. While underwritten bond and syndicated loan markets have been robust in recent years, middle-market companies are rarely able to access these markets as participants are generally highly focused on the liquidity characteristics of the bond or loan being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds and broadly syndicated loans. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly in order to fund investor redemptions. Accordingly, the existence of an active secondary market for their investments is an important consideration in the initial investment decision. Because there is typically no active secondary market for the debt of U.S. middle-market companies, mutual funds and ETFs generally do not provide capital to U.S. middle-market companies. The Goldman Sachs Asset Management Private Credit Team believes that this is likely to be a persistent problem for the capital markets and creates an advantage for investors like us who have a more stable capital base and can therefore invest in illiquid assets.

•

It is difficult for new lending platforms to enter the middle market and fill the capital void because it is very fragmented. While the middle market is a very large component of the U.S. economy, it is a highly fragmented space with thousands of companies operating in many different geographies and industries. Typically, companies that need capital find lenders and investors based on pre-existing relationships, referrals and word of mouth. Developing the many relationships and wide-spread recognition required to become a source of capital to the middle market is a time consuming, highly resource-intensive endeavor. As a result, the Goldman Sachs Asset Management Private Credit Team believes that it is difficult for new lending platforms to successfully enter the middle market, thereby providing insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital.

As of year-end December ~~2023~~2024, according to the National Center for the Middle Market, which defined middle market as companies with annual revenue of $10 million—$1 billion. See http://www.middlemarketcenter.org. ~~These~~This ~~websites~~website ~~are~~is not incorporated by reference into this annual report on Form 10-K and you should not consider information contained on ~~these~~this ~~websites~~website to be part of this annual report on Form 10-K or any other report we file with the SEC.

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Competitive Advantages

GS Group Inc. is a leading global financial institution that provides a broad range of financial services to a substantial and diversified client base, including companies and high -net -worth individuals, among others. The firm is headquartered in New York, and maintains offices across the United States and in all major financial centers around the world. Goldman Sachs, with approximately $23.51 trillion in firmwide assets under supervision as of December 31, ~~2023~~2024, provides investment management services to a diverse set of clients worldwide, including private institutions, public entities and individuals.

Within GSAM, the Goldman Sachs Asset Management Private Credit Team is the primary center for private credit investing. Since 1996, the Goldman Sachs Asset Management Private Credit Team and its predecessors have invested over $~~180~~209 billion, leveraging the Goldman Sachs Asset Management Private Credit’ Team's deep expertise and long-standing relationships with financial sponsors, companies, investors, entrepreneurs and financial intermediaries globally. The Goldman Sachs Asset Management Private Credit Team invests across senior credit, mezzanine, hybrid capital and asset finance strategies and has significant experience investing in debt instruments across industries, geographic regions, economic cycles and financing structures.

Our investment strategy is consistent with that of the broader Goldman Sachs Asset Management Private Credit platform, with a focus on capital preservation and capital appreciation and includes:

•

Leveraging Goldman Sachs Asset Management Private Credit’s position within GSAM: The Goldman Sachs Asset Management Private Credit Team, which is responsible for sourcing, diligencing, negotiating, structuring, monitoring and harvesting investment opportunities for the Company, is able to draw on the broader Goldman Sachs platform, network and relationships across the investment lifecycle to identify potentially attractive opportunities. Goldman Sachs is a leading global financial services firm and one of the world’s most experienced alternatives investors, and we expect to benefit not only from the Goldman Sachs network and relationships to identify potentially attractive opportunities, but also from a broad range of other resources offered by Goldman Sachs, including market insights, structuring capabilities and industry experts whose insights can enhance due diligence, structuring and investment monitoring processes.

•

Direct origination with borrowers: The Goldman Sachs Asset Management Private Credit Team believes that evaluating investment opportunities through direct discussions with borrowers leads to a better understanding of the underlying drivers of performance and business risks. The Goldman Sachs Asset Management Private Credit Team’s direct origination platform has been developed over its more-than-28-year history of private credit investing and includes approximately ~~160~~200 investment professionals across ~~nine~~11 cities and four continents as of December ~~2023~~2024. The Goldman Sachs Asset Management Private Credit’s ~~investment team~~Team’s local relationships with companies, private equity sponsors and advisors combined with deep industry expertise provides us with access to a wide range of opportunities and allows us to gain early and direct access to due diligence materials and management teams. We will seek to lead the structuring and negotiation of the loans or securities in which it invests with a collaborative, solutions-oriented approach.

•

Prudent investment selection with intensive due diligence and credit analysis: We believe that Goldman Sachs Asset Management Private Credit’s substantial flow of potential investment opportunities, in combination with diligence practices developed over its more-than-28-year history of private credit investing, will enable us to invest in and selectively develop a diversified portfolio of high-quality companies. Goldman Sachs Asset Management Private Credit’s seasoned team and underwriting approach reflects deep sector expertise and seeks to identify attractive trends and pursue investments accordingly, through its approach to fundamental credit analysis driven by intensive investment research.

•

Provision of large-sized commitments: We believe that Goldman Sachs Asset Management Private Credit’s capability to hold large-sized, directly originated investments drives our ability to source, negotiate and commit capital in attractive opportunities. We intend to invest substantially alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs, which we believe will provide us with access to a wide range of opportunities, and allow us to commit to larger investment across the GSAM platform.

•

Structuring expertise with a focus on risk mitigation: Goldman Sachs Asset Management Private Credit has significant structuring capabilities with a seasoned team of investment professionals, including the Private Credit Investment Committee (as defined below), who have over 23 years of experience on average. We seek to mitigate risk by investing primarily in senior secured debt, which is secured by a collateral package that often results in a higher rate of recovery in the event of default as compared to unsecured and subordinated investments. Senior secured debt has favorable characteristics that typically include a senior ranking in the capital structure of the borrower with priority of repayment, security of collateral and protective contractual rights that may include affirmative and negative covenants that restrict the borrower’s ability to incur additional indebtedness, make restricted payments or execute other transactions or implement changes that may be negative to lenders. In addition, the Goldman Sachs Asset Management Private Credit Team has experience investing across the capital structure, which will enable us to consider different investment structures and expand our opportunity funnel.

•

Rigorous portfolio management: Goldman Sachs Asset Management Private Credit’s active approach to portfolio management centers on team continuity through the lifecycle of an investment, from sourcing and underwriting through investment monitoring and maturity. Investment professionals actively monitor portfolio companies’ operations and financial condition, and senior secured loan agreements typically provide for regular reporting which includes borrower performance, compliance and notification of adverse events. We believe the Goldman Sachs platform adds additional value to our portfolio companies through its extensive network, research capabilities and connectivity across the global capital markets.

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•

~~Table~~Focus on companies with attractive business fundamentals: Capital preservation is central to our investment strategy. Generally, we will seek to target companies with the following characteristics: (i) strong and defensible market positions, (ii) stable or growing revenues and free cash flow, (iii) attractive business models, (iv) experienced and well-regarded management teams, (v) reputable private equity or private family sponsors, as applicable, (vi) a meaningful amount of ~~Contents~~equity cushion or junior capital (i.e., any equity or debt in the capital structure that is subordinated to our investments), and (vii) viable exit strategies. We intend to make investments in companies located primarily in the United States.

Focus on companies with attractive business fundamentals: Capital preservation is central to our investment strategy. Generally, we will seek to target companies with the following characteristics: (i) strong and defensible market positions, (ii) stable or growing revenues and free cash flow, (iii) attractive business models, (iv) experienced and well-regarded management teams, (v) reputable private equity or private family sponsors, as applicable, (vi) a meaningful amount of equity cushion or junior capital (i.e., any equity or debt in the capital structure that is subordinated to our investment), and (vii) viable exit strategies. We intend to make investments in companies located primarily in the United States.

Operating and Regulatory Structure

We have elected to be treated as a BDC under the Investment Company Act. As a BDC, we are generally prohibited from acquiring assets other than qualifying assets unless, after giving effect to any acquisition, at least 70% of our total assets are qualifying assets. Qualifying assets generally include securities of eligible portfolio companies, cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the time of investment. Under the rules of the Investment Company Act, “eligible portfolio companies” include (i) private U.S. operating companies, (ii) public U.S. operating companies whose securities are not listed on a national securities exchange (e.g., the New York Stock Exchange) or registered under the Exchange Act, and (iii) public U.S. operating companies having a market capitalization of less than $250 million. Public U.S. operating companies whose securities are quoted on the over-the-counter bulletin board and through over-the-counter markets (the “OTC Markets”) are not listed on a national securities exchange and therefore are eligible portfolio companies. In addition, we currently are an “emerging growth company,” as defined in the JOBS Act (as defined below). See “—Qualifying Assets.”

We have elected to be treated as a RIC, and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. As a RIC, we generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our Unitholders as dividends if we meet certain source of income, distribution, and asset diversification requirements. We intend to timely distribute to our Unitholders substantially all of our annual taxable income for each year, except that we may ~~retain certain net capital gains for reinvestment and we may~~ choose to carry forward taxable income for distribution in the following year and pay any applicable tax. In addition, the distributions we pay to our Unitholders in a year may exceed our 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. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

Ongoing Relationships with Portfolio Companies

Monitoring

Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans 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 the following:

• assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

• periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

• comparisons to our other portfolio companies in the industry, if any;

• attendance at and participation in board meetings or presentations by portfolio companies; and

• 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

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• 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.

Managerial Assistance

As a BDC, we must offer, and must provide upon request, significant managerial assistance to certain of our eligible portfolio companies within the meaning of Section 55 of the Investment Company Act. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. Our Investment Adviser or an affiliate thereof may provide such managerial assistance on our behalf to portfolio companies that request such assistance. We may receive fees for these services. See “—Managerial Assistance to Portfolio Companies.”

Competition

Our primary competitors provide financing to middle-market companies and include other BDCs, commercial and investment banks, commercial financing companies, collateralized loan obligations (“CLOs”), private funds, including hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us.

In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC.

While we expect to use the industry information of GSAM’s investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies, we do not seek to compete primarily based on the interest rates we offer and GSAM believes that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer. Rather, we compete with our competitors based on our reputation in the market, our existing investment platform, the seasoned investment professionals of our Investment Adviser, our experience and focus on middle-market companies, our disciplined investment philosophy, our extensive industry focus and relationships and our flexible transaction structuring.

Staffing

We do not currently have any employees. Our day-to-day operations are managed by our Investment Adviser. Our Investment Adviser has hired and expects to continue to hire professionals with skills applicable to our business plan, including experience in middle-market investing, leveraged finance and capital markets.

Properties

We do not own any real estate or other properties materially important to our operations. Our principal executive offices are located at 200 West Street, New York, New York 10282. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Legal Proceedings

We and our Investment Adviser are not currently subject to any material legal proceedings, although we may, from time to time, be involved in litigation arising out of operations in the normal course of business or otherwise.

Our Administrator

Pursuant to our ~~Administration~~administration ~~Agreement~~agreement (asthe ~~defined~~"Administration ~~below~~Agreement"), with State Street Bank and Trust Company (the “Administrator”), the administrator is responsible for providing various accounting and administrative services to us. Our Administrator is entitled to fees as described in “—Administration Agreement.” To the extent that our Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. See “—Administration Agreement.”

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Management Agreements

~~Investment Advisory Agreement~~ Overview

~~The~~On April 11, 2016, we entered into an investment advisory and management agreement (the “Former Investment Advisory Agreement”) with our Investment Adviser. ~~was~~The Former Investment Advisory Agreement remained in effect until December 16, 2024. On December 17, 2024, we entered into asan ofamended ~~April~~and ~~11,~~restated ~~2016~~investment advisory and management agreement (the “Investment Advisory Agreement”) with our Investment Advisor. The Investment Advisory Agreement will remain in full force and effect so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Directors in accordance with the requirements of the Investment Company Act, and (b) a vote of a majority of the Board of Directors or a majority of our outstanding voting securities, as defined in the Investment Company Act. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Board of Directors or by vote of a majority of our outstanding voting securities, on the one hand, or by our Investment Adviser, on the other hand. The Investment Advisory Agreement also will automatically terminate in the event of its assignment (as defined in the Investment Company Act). See “Item 1A. Risk Factors—Risks Relating to Competition—We depend upon management personnel of our Investment Adviser for our future success.”

Management Services

Pursuant to the terms of the Investment Advisory Agreement, GSAM, subject to the overall supervision of the Board of Directors, manages our day-to-day operations and provides investment advisory and management services to us. See “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—Our Investment Adviser, its principals, investment professionals and employees and the members of its ~~BDC~~Private Credit Investment Committee may have certain conflicts of interest.”

Subject to compliance with applicable law and published SEC guidance, nothing contained in the Investment Advisory Agreement in any way precludes, restricts or limits the activities of our Investment Adviser or any of its respective subsidiaries or affiliated parties.

Former Investment Advisory Agreement

Former Management Fee

Pursuant to the Former Investment Advisory Agreement, we paid our Investment Adviser a management fee (the “Former Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of our average NAV (including uninvested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of our first quarter, our NAV as of such quarter-end). The Former Management Fee for any partial quarter would have been appropriately prorated. The Investment Adviser waived a portion of its management fee payable by us in an amount equal to the management fees it earned as an investment adviser for any affiliated money market funds in which we invested.

For the year ended December 31, 2024, Former Management Fees amounted to $4.97 million. As of December 31, 2024, $0.81 million remained payable. For the year ended December 31, 2023, Former Management Fees amounted to $6.17 million.

Former Incentive Fee

Pursuant to the Former Investment Advisory Agreement, we paid our Investment Adviser an incentive fee (the “Former Incentive Fee”) as follows:

(a)

First, no Former Incentive Fee was payable to our Investment Adviser until we made cumulative distributions pursuant to this clause (a) equal to aggregate Former Contributed Capital (as defined below);

(b)

Second, no Former Incentive Fee was payable to our Investment Adviser until we made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Former Contributed Capital, from the date each capital contribution was made through the date such capital was returned;

(c)

Third, subject to clauses (a) and (b), our Investment Adviser was entitled to a Former Incentive Fee equal to 100% of all amounts designated by us as proceeds intended for distribution and Former Incentive Fee payments, until such time as the cumulative Former Incentive Fee paid to our Investment Adviser pursuant to this clause (c) was equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Former Incentive Fee previously paid to our Investment Adviser pursuant to this clause (c) exceeded Former Contributed Capital; and

Fourth, at any time that clause (c) was satisfied, our Investment Adviser was entitled to a Former Incentive Fee equal to 15% of all amounts designated by us as proceeds intended for distribution and Former Incentive Fee payments.

The Former Incentive Fee was calculated on a cumulative basis and the amount of the Former Incentive Fee payable prior to a proposed distribution was determined and, if applicable, was paid in accordance with the foregoing formula each time amounts were to be distributed to the Unitholders. The Former Incentive Fee was a fee owed by us to our Investment Adviser and was not paid out of distributions made to Unitholders.

In no event was an amount paid with respect to the Former Incentive Fee to the extent that it would have caused the aggregate amount of our capital gains paid in respect of the Former Incentive Fee to exceed 20% of our realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from our inception through the date of the proposed payment.

“Former Contributed Capital” was the aggregate amount of capital contributions that were made by all Unitholders in respect of their Units to us. All former distributions (or deemed distributions), including investment income (i.e. former proceeds received in respect of interest payments, dividends and fees) and former proceeds attributable to the repayment or disposition of any investment, to Unitholders was considered a return of Former Contributed Capital. Unreturned Former Contributed Capital equaled aggregate Former Contributed Capital minus cumulative distributions, but was never less than zero.

The term “former proceeds intended for distribution and Former Incentive Fee payments” included former proceeds from the full or partial realization of our investments and former income from investing activities and may have included return of capital, ordinary income and capital gains.

If, at our termination, the Investment Adviser had received aggregate payments of Former Incentive Fees in excess of the amount the Investment Adviser would have received had the Former Incentive Fees been determined upon such termination, then the Investment Adviser would have reimbursed us for the difference between the amount of Former Incentive Fees actually received and the amount determined at termination (the “Former Investment Adviser Reimbursement Obligation”). However, the Investment Adviser would not have been required to reimburse us an amount greater than the aggregate Former Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Former Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Former Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions was computed using the then highest marginal applicable federal and New York city and state income tax rates).

If the Former Investment Advisory Agreement was terminated prior to our termination (other than the Investment Adviser voluntarily terminating the agreement), we would have paid to the Investment Adviser a final Former Incentive Fee payment (the “Former Final Incentive Fee Payment”). The Former Final Incentive Fee Payment would have been calculated as of the date the Former Investment Advisory Agreement was terminated and would have equaled the amount of Former Incentive Fee that would have been payable to the Investment Adviser if (a) all investments had been liquidated for their current value (but without taking into account any unrealized appreciation of any investment), and any unamortized deferred investment-related fees would have been deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as a Former Incentive Fee in accordance with the Former Incentive Fee waterfall described above for determining the amount of the Former Incentive Fee, subject to the Former Incentive Fee Cap (as defined below). We would have made the Final Incentive Fee Payment (as defined below) in cash on or immediately following the date the Former Investment Advisory Agreement was so terminated. The Former Investment Adviser Reimbursement Obligation would have been determined as of the date of the termination of the Former Investment Advisory Agreement for purposes of the Former Final Incentive Fee Payment.

For the year ended December 31, 2024, we accrued Former Incentive Fees of $(16.13) million. During the year ended December 31, 2024, $40.71 million was paid in accordance with the terms of the Former Investment Advisory Agreement. For the year ended December 31, 2023, the Company accrued unvested Incentive Fees of $9.23 million.

Former Expense Limitation

Pursuant to the Former Investment Advisory Agreement, expenses borne by us in the ordinary course on an annual basis (excluding the Former Management Fee, the Former Incentive Fee, organizational and start-up expenses and leverage-related expenses) would not have exceeded an amount equal to 0.5% of the aggregate amount of commitments to us by holders of our Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, were not subject to such cap. For the years ended December 31, 2023 and 2022, we received no reimbursements from the Investment Adviser pursuant to this provision.

Investment Advisory Agreement

Management Fee

Pursuant to the Investment Advisory Agreement, we pay our Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.~~375~~25% (i.e., an annual rate of 1.5000%) of our average NAV (including uninvested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of our first quarter, our NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by us in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which we invest.

For the year ended December 31, ~~2023~~2024, Management Fees amounted to $60.1715 million. As of December 31, ~~2023~~2024, $10.5415 million remained payable. ~~For the year ended December 31, 2022, Management Fees amounted to $6.85 million.~~

Incentive Fee

~~Pursuant~~The to"Incentive ~~the~~Fee" ~~Investment~~shall ~~Advisory~~be ~~Agreement,~~calculated weas ~~pay~~provided tobelow ~~our~~and ~~Investment~~payable ~~Adviser~~(i) anin ~~Incentive~~arrears ~~Fee~~at (the ~~“Incentive~~end ~~Fee”~~of each calendar year or (ii) in the event that this Agreement is terminated, as follows:

(a) First, no Incentive Fee iswill be payable to ~~our~~the Investment Adviser ~~until~~with werespect ~~have~~to ~~made~~any ~~cumulative~~period ~~distributions~~in ~~pursuant~~which toour ~~this~~Cumulative ~~clause~~Pre-Incentive ~~(a)~~Fee ~~equal~~Net toReturn ~~aggregate~~does ~~Contributed~~not ~~Capital~~exceed ~~(as~~the ~~defined~~Hurdle ~~below);~~Amount for such period.

(b) Second, no100.0% our Cumulative Pre-Incentive Fee isNet ~~payable~~Return towith ~~our~~respect ~~Investment~~to ~~Adviser~~that ~~until~~portion weof ~~have~~such ~~made~~Cumulative ~~cumulative~~Pre-Incentive ~~distributions~~Fee ~~pursuant~~Net toReturn, ~~this~~if ~~clause~~any, ~~(b)~~that ~~equal~~exceeds tothe aHurdle 7%Amount ~~return~~until ~~per~~amounts ~~annum,~~payable ~~compounded~~to ~~annually,~~the onInvestment ~~aggregate~~Adviser ~~unreturned~~equal ~~Contributed~~10.0% ~~Capital,~~of ~~from~~our ~~the~~Cumulative ~~date~~Pre-Incentive ~~each~~Fee ~~capital~~Net ~~contribution~~Return isas ~~made~~if ~~through~~ the ~~date~~Hurdle ~~such~~Amount ~~capital~~did ~~has~~not ~~been~~apply ~~returned;~~(“Catch-up”).

(c) ~~Third~~Thereafter, ~~subject~~the ~~to clauses (a) and (b), our~~ Investment Adviser iswill be entitled to anreceive ~~Incentive Fee equal to 100~~10.0% of ~~all amounts designated by us as proceeds intended for distribution and Incentive Fee payments, until such time as~~ the ~~cumulative~~Cumulative Pre-Incentive Fee ~~paid~~Net toReturn, ~~our~~if ~~Investment~~any, ~~Adviser~~that ~~pursuant~~exceeds ~~to this clause (c) is equal to 15% of~~ the ~~amount~~Catch-up byfor ~~which~~such the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to our Investment Adviser pursuant to this clause (c) exceeds Contributed Capital; and period.

~~(d) Fourth~~The amount of Incentive Fees payable in respect of such calendar year or upon termination, atas ~~any~~applicable, ~~time~~shall ~~that~~equal ~~clause~~the ~~(c)~~Incentive ~~has~~Fees ~~been~~calculated ~~satisfied~~based on the methodology above, ~~our~~less ~~Investment~~the ~~Adviser~~aggregate isamount ~~entitled~~of toany anpreviously paid Incentive ~~Fee~~Fees, ~~equal~~in toeach ~~15%~~case ofdetermined ~~all~~on ~~amounts~~a ~~designated~~cumulative bybasis usfrom the Lookback Date (as ~~proceeds~~defined ~~intended~~below) ~~for~~through ~~distribution~~the ~~and~~end of such calendar year (or, if terminated, until the date of termination). For the avoidance of doubt, the Incentive Fee ~~payments~~payable in such calendar year shall be no less than zero.

~~The~~“Contributed ~~Incentive~~Capital” ~~Fee~~shall ismean ~~calculated~~the onaggregate aamount ~~cumulative~~of ~~basis~~capital ~~and~~contributions ~~the~~that ~~amount~~have been made by all Unitholders in respect of ~~the~~their ~~Incentive~~Units. ~~Fee~~All ~~payable~~distributions ~~prior~~consisting toof aproceeds ~~proposed~~attributable ~~distribution~~to ~~will~~the berepayment ~~determined~~or ~~and,~~disposition ifof ~~applicable,~~any ~~paid~~investment into ~~accordance~~Unitholders ~~with~~(including for the ~~foregoing~~avoidance ~~formula~~of ~~each~~doubt, ~~time~~capital ~~amounts~~gains) ~~are~~will to be ~~distributed~~considered toa ~~the~~return ~~Unitholders~~of Contributed Capital. ~~The~~For ~~Incentive~~the ~~Fee~~avoidance isof adoubt, ~~fee~~unreturned ~~owed~~Contributed byCapital usat toany ~~our~~time ~~Investment~~shall ~~Adviser~~equal ~~and~~aggregate isContributed ~~not~~Capital ~~paid~~minus ~~out~~cumulative distributions (excluding, for the avoidance of doubt, any distributions ~~made~~of tointerest, ~~Unitholders.~~dividends and fees) but shall never be less than zero.

In“Cumulative noPre-Incentive ~~event~~Fee ~~will~~Net anReturn” ~~amount~~for bethe ~~paid~~relevant ~~with~~calendar ~~respect~~year to(or, if terminated, until the date of termination) shall mean (x) Pre-Incentive Fee toNet ~~the~~Investment ~~extent~~Income itdetermined ~~would~~on ~~cause~~a ~~the~~cumulative ~~aggregate~~basis ~~amount~~for ofthe ~~our~~period ~~capital~~from ~~gains~~the ~~paid~~Lookback inDate ~~respect~~through the end of ~~the~~such ~~Incentive~~calendar ~~Fee~~year to(or, ~~exceed~~if ~~20%~~terminated, until the date of ~~our~~termination), plus (y) realized capital gains, computed net of all realized capital losses and unrealized capital depreciation, ~~in each case~~ determined on a cumulative basis for the period from ~~inception~~the ofLookback usDate through the end of such calendar year (or, if terminated, until the date of termination). In no event will Cumulative Pre-Incentive Fee Net Return include unrealized capital appreciation. We will accrue for unrealized capital appreciation but will not pay any Incentive Fee with respect to unrealized capital appreciation. Capital appreciation would be includable in Cumulative Pre-Incentive Fee Net Return with respect to a given investment if we were to sell the ~~proposed~~investment ~~payment~~and realize a capital gain. The Cumulative Pre-Incentive Fee Net Return considers the discount paid by the Buyer for our investments acquired in connection with the Merger, as well as the amount paid by the Buyer for the investments acquired prior to the Merger, and subsequently contributed to us.

“~~Contributed~~Hurdle ~~Capital~~Amount” isshall ~~the~~mean ~~aggregate~~an amount ofequal ~~capital~~to ~~contributions~~7.0%, ~~that~~per ~~have~~annum, ~~been~~compounded ~~made~~annually, byon ~~all~~aggregate ~~Unitholders~~unreturned inContributed ~~respect~~Capital, offrom ~~their~~the ~~Units~~date toeach ~~us.~~capital ~~All~~contribution ~~distributions~~is ~~(or~~made ~~deemed~~through ~~distributions),~~the ~~including~~date ~~investment~~such ~~income~~capital ~~(i.e.~~has ~~proceeds~~been ~~received~~returned. ~~in respect of interest payments, dividends and~~

“Lookback Date” shall mean December 17, 2024.

~~Table~~“Pre-Incentive Fee Net Investment Income” means, with respect to the relevant period, interest income, dividend income and any other income (including, without limitation, 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 such period, minus our operating expenses accrued during such period (including, without limitation, the Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred Units, but excluding the Incentive Fee). For the avoidance of ~~Contents~~doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

~~fees)~~Notwithstanding ~~and~~anything ~~proceeds attributable~~ to the ~~repayment~~contrary orherein, ~~disposition~~in ofno ~~any~~event ~~Investment,~~will an amount be paid with respect to ~~Unitholders~~the ~~will~~Incentive beFee ~~considered~~to athe ~~return~~extent it would cause the aggregate amount of ~~Contributed~~the ~~Capital.~~Incentive ~~Unreturned~~Fee ~~Contributed~~to ~~Capital~~be ~~equals~~in ~~aggregate~~excess ~~Contributed~~of ~~Capital~~the ~~minus~~amount ~~cumulative~~permitted ~~distributions,~~by ~~but~~the isAdvisers ~~never~~Act ~~less~~(as ~~than~~defined ~~zero~~below), including Section 205 thereof.

~~The~~If ~~term~~the Investment Advisory Agreement is terminated prior to our termination (other than the Investment Adviser voluntarily terminating the Investment Advisory Agreement), we will pay to the Investment Adviser a final Incentive Fee payment (the “~~proceeds~~Final ~~intended~~Incentive ~~for~~Fee ~~distribution~~Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is so terminated and will equal the amount of Incentive Fee ~~payments”~~that ~~includes~~would ~~proceeds~~be ~~from~~payable to the ~~full~~Investment orAdviser ~~partial~~if ~~realization~~(a) all Investments were liquidated for their current value (but without taking into account any unrealized appreciation of ~~our~~any ~~investments~~Investment), and ~~income~~any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from ~~investing~~such ~~activities~~liquidation ~~and~~were ~~may~~used ~~include~~to ~~return~~pay all of ~~capital~~our outstanding liabilities, ~~ordinary~~and ~~income~~(c) the remainder were distributed to Unitholders and ~~capital~~paid ~~gains~~as an Incentive Fee in accordance with the provisions set forth in paragraph (1) above. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated.

If, at our termination, our Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount our Investment Adviser would have received had the Incentive Fees been determined upon such termination, then our Investment Adviser will reimburse us for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, our Investment Adviser will not be required to reimburse us an amount greater than the aggregate Incentive Fees paid to our Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability our Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to our Investment Adviser by virtue of the payment made by our Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by our Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates). 20

If the Investment Advisory Agreement is terminated prior to our termination (other than our Investment Adviser voluntarily terminating the agreement), we will pay to our Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to our Investment Adviser if (a) all investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all our outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. Our Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.

Example Incentive Fee Calculations

Case #1 (5.00% return on Contributed Capital)

Assume $100.00 of aggregate Contributed Capital, with the entire amount contributed on January 1.

The Company produces $5.00 of net profit over the year (after payment of all Company expenses including the Management Fee) and liquidates on December 31, designating $105.00 for distribution and Incentive Fee payments.

Step 1: Unitholders receive distributions totaling their $100.00 of aggregate Contributed Capital. There remains $5.00 designated for distribution and Incentive Fee payments.

Step 2: Unitholders are entitled to 100% of the remaining amount until they have received a 7% annual return on their unreturned Contributed Capital, which in this case totals $7.00. The remaining $5.00 is distributed to the Unitholders in satisfaction of this entitlement, leaving no further amounts designated for distribution and Incentive Fee payments.

In this case the total Incentive Fee received by our Investment Adviser is $0.00, or 0% of the $5.00 of net profit to us.

Case #2 (7.75% return on Contributed Capital)

Assume $100.00 of aggregate Contributed Capital, with the entire amount contributed on January 1.

The Company produces $7.75 of net profit over the year (after payment of all Company expenses including the Management Fee) and liquidates on December 31, designating $107.75 for distribution and Incentive Fee payments.

Step 1: Unitholders receive distributions totaling their $100.00 of aggregate Contributed Capital. There remains $7.75 designated for distribution and Incentive Fee payments.

Step 2: Unitholders are entitled to 100% of the remaining amount until they have received a 7% annual return on their unreturned Contributed Capital, which in this case totals $7.00. $7.00 is distributed to the Unitholders in satisfaction of this entitlement. There remains $0.75 designated for distribution and Incentive Fee payments.

Step 3: Our Investment Adviser is entitled to 100% of the remaining amount until it has received 1510% of total distributions and Incentive Fee payments in excess of Contributed Capital, which in this case totals approximately $10.2478. The remaining $0.75 is paid to our Investment Adviser as an Incentive Fee, leaving no further amounts designated for distribution and Incentive Fee payments.

In this case the total Incentive Fee received by our Investment Adviser is $0.75, or 9.68% of the $7.75 of net profit to us.

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Case #3 (12.00% return on Contributed Capital)

Assume $100 of aggregate Contributed Capital, with the entire amount contributed on January 1.

The Company produces $12.00 of net profit over the year (after payment of all Company expenses including the Management Fee) and liquidates on December 31, designating $112.00 for distribution and Incentive Fee payments.

Step 1: Unitholders receive distributions totaling their $100.00 of aggregate Contributed Capital. There remains $12.00 designated for distribution and Incentive Fee payments.

Step 2: Unitholders are entitled to 100% of the remaining amount until they have received a 7% annual return on their unreturned Contributed Capital, which in this case totals $7.00. $7.00 is distributed to the Unitholders in satisfaction of this entitlement. There remains $5.00 designated for distribution and Incentive Fee payments.

Step 3: Our Investment Adviser is entitled to 100% of the remaining amount until it has received 1510% of total distributions and Incentive Fee payments in excess of Contributed Capital, which in this case totals approximately $10.2478. Such amount is paid to our Investment Adviser as an Incentive Fee in satisfaction of this entitlement. There remains approximately $34.7622 designated for distribution and Incentive Fee payments.

Step 4: Unitholders are entitled to 8590% of the remaining amount and our Investment Adviser is entitled to 1510% of the remaining amount. Therefore, the Unitholders receive approximately $3.2080 in additional distributions while our Investment Adviser receives approximately $0.5642 in additional Incentive Fee payments.

In this case the total Incentive Fee received by our Investment Adviser is $1.8020, or 1510.00% of the $12.00 of net profit to us.

For the year ended December 31, ~~2023~~2024, the Company accrued ~~unvested~~ Incentive Fees of $94.2342 million. As of December 31, ~~2023~~2024, $560.8440 million remained payable in accordance with the terms of the Investment Advisory Agreement. ~~For the year ended December 31, 2022, the Company accrued unvested Incentive Fees of $(3.88) million.~~

Board Approval of the Investment Advisory Agreement

Our Board of Directors (i) determined at ana ~~in-person~~ meeting held on August 27, ~~2023~~2024 to approve the continuation of the Former Investment Advisory Agreement, and ratified such determination at an in-person meeting held on November 7, 2024, and (ii) determined at the in-person meeting held on November 7, 2024 to approve the Investment Advisory Agreement. In its consideration of the (i) renewal of the Former Investment Advisory Agreement and (ii) the approval of the Investment Advisory Agreement, the Board of Directors focused on information it had received relating to, among other things:

• the nature, quality and extent of the advisory and other services provided to us by the Investment Adviser;

• the contractual terms of the Investment Advisory Agreement, including the structure of the Management Fee imposed on net assets (including cash) and the Incentive Fee imposed on net investment income and capital gains;

• comparative data with respect to the advisory fees and other expenses paid by other BDCs managed by the Investment Adviser;

• information about the services performed and the personnel performing such services under the Investment Advisory Agreement;

• comparative data with respect to our investment performance and the performance of another BDC managed by the Investment Adviser;

• the Investment Adviser’s revenues and pre-tax profit margins with respect to its management of us;

• any existing and potential benefits to the Investment Adviser or its affiliates from its relationship with us;

• other potential benefits to us as a result of our relationship with the Investment Adviser; and

• such other matters as the Board of Directors determined were relevant to their consideration of the Investment Advisory Agreement.

In connection with their consideration of the renewal of the Investment Advisory Agreement, our Board of Directors gave weight to each of the factors described above, but did not identify any one particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Board of Directors concluded, in the exercise of their business judgment, that the management fees paid by us were reasonable in light of the services provided to us by the Investment Adviser, the Investment Adviser’s costs, and our current and reasonably foreseeable asset levels. The Board of Directors unanimously concluded that the Investment Adviser’s continued management likely would benefit us and our Unitholders and that the Investment Advisory Agreement should be approved and continued with respect to us until August 31, ~~2024~~2025.

19For the year ended December 31, 2024, we paid our Investment Adviser a total of $46.41 million in fees (excluding fees that are accrued but not paid) pursuant to the Investment Advisory Agreement, which consisted of $5.70 million in Management Fees and $40.71 million in Incentive Fees. For the year ended December 31, 2023, we paid our Investment Adviser a total of $6.16 million in fees (excluding fees that are accrued but not paid) pursuant to the Investment Advisory Agreement, which consisted of $6.16 million in Management Fees and no Incentive Fees.

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For the year ended December 31, 2023, we paid our Investment Adviser a total of $6.16 million in fees (excluding fees that are accrued but not paid) pursuant to the Investment Advisory Agreement, which consisted of $6.16 million in Management Fees and no Incentive Fees. For the year ended December 31, 2022, we paid our Investment Adviser a total of $7.48 million in fees (excluding fees that are accrued but not paid) pursuant to the Investment Advisory Agreement, which consisted of $7.48 million in Management Fees and no Incentive Fees.

Duration and Termination

The Investment Advisory Agreement will remain in full force and effect for successive annual periods, but only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of our Independent Directors and (b) by a vote of a majority of our Board of Directors or of a majority of our outstanding voting securities, as defined in the Investment Company Act. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by our Board of Directors, by vote of a majority of our outstanding voting stock or by our Investment Adviser. The Investment Advisory Agreement shall automatically terminate in the event of its assignment. See “Item 1A. Risk Factors—Risks Relating to Competition—We depend upon management personnel of our Investment Adviser for our future success.”

Limited Liability of our Investment Adviser

Our Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by us in connection with the matters to which the Investment Advisory Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on our Investment Adviser’s part in the performance of its duties or from reckless disregard by our Investment Adviser of its obligations and duties under the Investment Advisory Agreement. Any person, even though also employed by our Investment Adviser, who may be or become an employee of and paid by us shall be deemed, when acting within the scope of his or her employment by us, to be acting in such employment solely for us and not as our Investment Adviser’s employee or agent. These protections may lead our Investment Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—Our Investment Adviser will be paid the Management Fee even if the value of ~~your~~an investment in the Company declines and our Investment Adviser’s Incentive Fee may create incentives for it to make certain kinds of investments.”

Organization of our Investment Adviser

Our Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal executive offices of our Investment Adviser are located at 200 West Street, New York, New York 10282.

Operating Expenses

Our primary operating expenses include the payment of the Management Fee and the Incentive Fee to our Investment Adviser, legal and professional fees, interest and other expenses of ~~Financings~~debt ~~(as~~financings ~~defined in “—Investment Period” above)~~ 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 costs and expenses of our operations and transactions in accordance with the Investment Advisory Agreement and Administration Agreement, including those relating to: (i) our operational and organizational expenses; (ii) our 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; (iii) interest and other expenses payable on ~~Financings~~debt financings, if any, incurred by us; (iv) fees and expenses incurred by us in connection with membership in investment company organizations; (v) brokers’ commissions; (vi) fees and expenses associated with calculating our NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing or accounting expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of our Administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of and fees for registering or qualifying Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer; (xii) the fees and expenses of our Independent Directors; (xiii) the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by the LLC Agreement or other organizational documents of us insofar as they govern agreements with any such custodian; (xiv) the cost of preparing and distributing reports, proxy statements and notices to holders of equity interests in us, the SEC and other regulatory authorities; (xv) insurance premiums; (xvi) costs of holding Unitholder meetings; and (xvii) 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. Our Investment Adviser is not required to pay expenses of activities which are primarily intended to result in sales of Units, including all costs and expenses associated with the preparation and distribution of any private placement memorandum or subscription agreements.

Company expenses borne by us in the ordinary course on an annual basis (excluding the Management ~~Fees~~Fee, the Incentive Fee, organizational and start-up expenses, and leverage-related expenses (including among other things, participation-related expenses)) shall not exceed an amount equal to ~~0.5%~~$4,250,000; ofprovided, ~~the~~however, ~~aggregate~~that ~~amount~~expenses ~~of Commitments to us by investors. Expenses~~ incurred outside of the ordinary course, including litigation and similar expenses, are ~~difficult to predict and are, therefore,~~ not subject to such a cap.

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.

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Administration Agreement

WePursuant ~~have~~to ~~entered into an administration agreement (~~the “Administration Agreement~~”) with the Administrator~~, ~~under~~our ~~which the~~ Administrator is responsible for providing various accounting and administrative services to us. The Administration Agreement provides that the Administrator will not be liable to us for any damages or other losses arising out of the performance of its services thereunder except under certain circumstances, and contains provisions for the indemnification of the Administrator by us against liabilities to other parties arising in connection with the performance of its services to us. We pay the Administrator fees for its services as we determine are commercially reasonable in our sole discretion. We also reimburse the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator will pay any compensation associated with such functions. We are not obligated to retain the Administrator. The Administration Agreement is terminable by either party without penalty upon 30 days’ written notice to the other party. The terms of the Administration Agreement that we may enter with any subsequent administrator may differ materially from the terms of the Administration Agreement with the Administrator in effect prior to such retention, including providing for a fee structure that results in us, directly or indirectly, bearing higher fees for similar services and other terms that are potentially less advantageous to us. The Unitholders will not be entitled to receive prior notice of the engagement of an alternate administrator or of the terms of any agreement that is entered into with such administrator.

Transfer Agent

State Street Bank and Trust Company serves as our transfer agent and disbursing agent.

License Agreement

We have entered into a license agreement (the “License Agreement”) with GS & Co. pursuant to which we have been granted a personal, non-exclusive, worldwide, royalty-free right and license to use the “Goldman Sachs” name. Under the License Agreement, we do not have the right to use the Goldman Sachs name if GSAM or another affiliate of Goldman Sachs is not our investment adviser or if our continued use of such license results in a violation of applicable law, results in a regulatory burden or has adverse regulatory consequences. Other than with respect to this limited license, we have no legal right to the “Goldman Sachs” name.

Regulation

We have elected to be regulated as a BDC under the Investment Company Act. As with other companies regulated by the Investment Company Act, a BDC must adhere to certain substantive regulatory requirements. The Investment Company Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the Investment Company Act. In addition, the Investment Company Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as a BDC unless approved by a majority of the outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the Investment Company Act as the vote: (i) of 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy or (ii) of more than 50% of the outstanding voting securities of such company, whichever is less.

Any issuance of preferred securities must comply with the requirements of the Investment Company Act. Additionally, the Investment Company Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to the Units and before any purchase of Units is made, such preferred securities together with all other senior securities must not exceed an amount equal to 50% of our total assets (66 2/3% if certain requirements are met) after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of preferred securities, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred securities are in arrears by two full years or more. Certain other matters under the Investment Company Act require a separate class vote of the holders of any issued and outstanding preferred securities. For example, holders of preferred securities would be entitled to vote separately as a class from the holders of units on a proposal involving a plan of reorganization adversely affecting such preferred securities.

We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed a “principal underwriter” as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”). We may purchase or otherwise receive warrants which offer an opportunity (not a requirement) to purchase common stock of a portfolio company in connection with an acquisition financing or other investments. Similarly, we may acquire rights that obligate an issuer of acquired securities or their affiliates to repurchase the securities at certain times, under certain circumstances.

We do not intend to acquire securities issued by any investment company whereby our investment would exceed the limits imposed by the Investment Company Act. Under these limits, we generally cannot (1) acquire more than 3% of the total outstanding voting stock of any ~~registered investment company~~RIC, (2) invest more than 5% of the value of our total assets in the securities of one ~~registered investment company~~RIC, or (3) invest more than 10% of the value of our total assets in the securities of ~~registered~~RICs ~~investment companies~~ in general. These limitations do not apply where we acquire interests in a money market fund as long as we do not pay a sales charge or service fee in connection with the purchase. With respect to the portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject Unitholders to additional expenses. None of the policies described above are fundamental and each such policy may be changed without Unitholder approval, subject to any limitations imposed by the Investment Company Act.

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Private funds that are excluded from the definition of “investment company” pursuant to either Section 3(c)(1) or 3(c)(7) of the Investment Company Act are also subject to certain of the limits under the Investment Company Act noted above. Specifically, such private funds generally may not acquire directly or through a controlled entity more than 3% of our total outstanding Units (measured at the time of the acquisition).

Investment companies registered under the Investment Company Act are also subject to the restriction as well as other limitations under the Investment Company Act that would restrict the amount that they are able to invest in our securities. As a result, certain investors would be required to hold a smaller position in the Units than if they were not subject to such restrictions.

We are generally not able to issue and sell the Units at a price below the then-current NAV per unit. We may, however, sell the Units at a price below the then-current NAV per Unit if the Board of Directors determines that such sale is in our best interests and the best interests of the Unitholders, and the Unitholders approve such sale.

Qualifying Assets

Under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets (not including certain assets specified in the Investment Company Act) represent at least 70% of such BDC’s total assets. The principal categories of qualifying assets relevant to our proposed business are the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding thirteen months an affiliated person of an eligible portfolio company, or from any other person, subject to such rules and regulations as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer that:

(a) is organized under the laws of, and has its principal place of business in, the United States;

(b) is not an investment company (other than a small business investment company ~~(“SBIC”)~~ wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and

• does not have any class of securities listed on a national securities exchange or has a class of securities listed on a national securities exchange but has an aggregate market value of outstanding common equity of less than $250 million;

• is controlled by a BDC or a group of companies including a BDC, and the BDC has an affiliated person who is a director of the eligible portfolio company; or

• is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

(2) Securities of any eligible portfolio company that we control.

(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own at least 60% of the outstanding equity of the eligible portfolio company.

(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants or rights relating to such securities.

(6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

Managerial Assistance to Portfolio Companies

A BDC must be organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above under “—Qualifying Assets.” However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must also either control the issuer of the securities or offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance (as long as the BDC does not make available significant managerial assistance solely in this fashion). Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

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Temporary Investments

As a BDC, pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash items (such as money market funds), U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as “temporary investments,” so that 70% of our assets are qualifying assets. We may invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would generally not meet the asset diversification requirements necessary to qualify as a RIC.

Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Investment Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Indebtedness and Senior Securities

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of equity securities senior to the Units if our asset coverage ratio, as defined under the Investment Company Act, is at least equal to 200%, ~~immediately after each such issuance (~~or 150% if certain requirements are met), immediately after each such issuance. 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~~shareholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if ~~shareholders~~stockholders approve a proposal to do so. If a BDC receives ~~shareholder~~stockholder 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. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to Unitholders or the repurchase of our Units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise it is presumed to not be for temporary purposes. For a discussion of the risks associated with leverage, see “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.”

Code of Ethics

We have adopted a Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act and we have also approved our Investment Adviser’s Code of Ethics that it adopted in accordance with Rule 17j-1 and Rule 204A-1 under the Advisers Act. These Codes of Ethics establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by us. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code’s requirements. The Codes of Ethics are available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies may also be obtained by electronic request to publicinfo@sec.gov.

Proxy Voting Policies and Procedures

We have delegated the voting of portfolio securities to our Investment Adviser. For Accounts for which our Investment Adviser has voting discretion, our Investment Adviser has adopted policies and procedures (the “Proxy Voting Policy”) for the voting of proxies. Under the Proxy Voting Policy, our Investment Adviser’s guiding principles in performing proxy voting are to make decisions that favor proposals that tend to maximize a company’s ~~shareholder~~stockholder value and are not influenced by conflicts of interest. To implement these guiding principles for investments in publicly-traded equities, our Investment Adviser has developed customized proxy voting guidelines (the “Guidelines”) that it generally applies when voting on behalf of client accounts. These Guidelines address a wide variety of individual topics, including, among other matters, ~~shareholder~~stockholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various ~~shareholder~~stockholder proposals.

The Proxy Voting Policy, including the Guidelines, is reviewed periodically to assure that it continues to be consistent with our Investment Adviser’s guiding principles. The Guidelines embody the positions and factors our Investment Adviser generally considers important in casting proxy votes.

Our Investment Adviser has retained a third-party proxy voting service (the “Proxy Service”), currently Institutional Shareholder Services, to assist in the implementation and administration of certain proxy voting-related functions including, operational, recordkeeping, and reporting services. The Proxy Service also prepares a written analysis and recommendation (a “Recommendation”) of each proxy vote that reflects the Proxy Service’s application of the Guidelines to particular proxy issues.

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While it is our Investment Adviser’s policy generally to follow the Guidelines and Recommendations from the Proxy Service, our Investment Adviser’s portfolio management teams (the “Portfolio Management Teams”) may, on certain proxy votes, seek approval to diverge from the Guidelines or a Recommendation by following an “override” process. Such decisions are subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. A Portfolio Management Team that receives approval through the override process to cast a proxy vote that diverges from the Guidelines and/or a Recommendation may vote differently than other Portfolio Management Teams that did not seek to override the vote. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and Recommendations. Our Investment Adviser may hire other service providers to replace or supplement the Proxy Service with respect to any of the services our Investment Adviser currently receives from the Proxy Service.

From time to time, our Investment Adviser may face regulatory, compliance, legal or logistical limits with respect to voting securities that it may purchase or hold for client accounts which can affect our Investment Adviser’s ability to vote such proxies, as well as the desirability of voting such proxies. Among other limits, federal, state and foreign regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that our Investment Adviser can hold for clients and the nature of our Investment Adviser’s voting in such securities. Our Investment Adviser’s ability to vote proxies may also be affected by, among other things: (i) late receipt of meeting notices; (ii) requirements to vote proxies in person; (iii) restrictions on a foreigner’s ability to exercise votes; (iv) potential difficulties in translating the proxy; (v) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (vi) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the ~~shareholder~~stockholder meeting.

Our Investment Adviser conducts periodic due diligence meetings with the Proxy Service which include a review of the Proxy Service’s general organizational structure, new developments with respect to research and technology, work flow improvements and internal due diligence with respect to conflicts of interest.

Our Investment Adviser has adopted policies and procedures designed to prevent conflicts of interest from influencing the proxy voting decisions that our Investment Adviser makes on behalf of a client account and to help assure that such decisions are made in accordance with our Investment Adviser’s fiduciary obligations to its clients. These policies and procedures include our Investment Adviser’s use of the Guidelines and Recommendations from the Proxy Service, the override approval process previously discussed, and the establishment of information barriers between our Investment Adviser and other Goldman Sachs’ businesses. Notwithstanding such proxy voting policies and procedures, actual proxy voting decision of our Investment Adviser may have the effect of benefitting the interest of other clients or businesses of other divisions or units of Goldman Sachs and/or its affiliates, provided that our Investment Adviser believes such voting decisions to be in accordance with its fiduciary obligations. See “Item 13(a). Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons; Review, Approval or Ratification of Transaction with Related Persons.”

Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by our Investment Adviser based on its assessment of the particular transactions or other matters at issue.

Information regarding how we vote proxies relating to portfolio securities is available upon request by writing to ~~Goldman~~Silver ~~Sachs~~Capital ~~Private~~Holdings ~~Middle Market Credit~~ LLC, Attention: Austin Neri, Investor Relations, 200 West Street, New York, New York 10282.

Privacy Principles

The following information is provided to help investors understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

We may collect nonpublic personal information regarding investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors’ account histories; and correspondence between us and individual investors. We may share information that we collect regarding an investor with our affiliates and the employees of such affiliates for everyday business purposes, for example, to service the investor’s accounts and, unless an investor opts out, provide the investor with information about other products and services offered by us or our affiliates that may be of interest to the investor. In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as authorized by the investors in investor subscription agreements or our organizational documents; (ii) as required by applicable law or in connection with a properly authorized legal or regulatory investigation, subpoena or summons, or to respond to judicial process or government regulatory authorities having property jurisdiction; (iii) as required to fulfill investor instructions; or (iv) as otherwise permitted by applicable law to perform support services for investor accounts or process investor transactions with us or our affiliates.

Any party not affiliated with us that receives nonpublic personal information relating to investors from us is required to adhere to confidentiality agreements and to maintain appropriate safeguards to protect investor information. Additionally, for our officers, employees and agents and our affiliates, access to such information is restricted to those who need such access to provide services to us and investors. We maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information. For a discussion of the risks associated with cyber incidents, see “Item 1A. Risk Factors—~~Operational~~Risks Relating to Our Operations—Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.”

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Other

As a BDC, the SEC will periodically examine us for compliance with the Investment Company Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company in order to protect against larceny and embezzlement, covering each of our officers and employees, who may singly, or jointly with others, have access to our securities or funds. Furthermore, as a BDC, we are prohibited from protecting any director, officer, investment adviser or underwriter against any liability to us or our Unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We and our Investment Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

Compliance with the Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example,

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our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;

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our periodic reports must disclose the conclusions of our principal executive and principal financial officers about the effectiveness of our disclosure controls and procedures;

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our management must prepare an annual report regarding its assessment of our internal control over financial reporting; and

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our periodic reports must disclose whether there were any changes in our internal controls over financing reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

Compliance with the JOBS Act

We are, and expect to remain, an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, as it may be amended from time to time (the “JOBS Act”), until the earliest of:

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the last day of the fiscal year in which our total annual gross revenues are $1.235 billion or more;

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the date on which we have issued more than $1 billion in non-convertible debt in the previous three years; or

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the last day of a fiscal year in which we (1) have an aggregate worldwide market value of Units held by non-affiliates of $700 million or more (measured at the end of each fiscal year) as of the last business day of our most recently completed second fiscal quarter and (2) have been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act); or

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the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities under an effective Securities Act registration statement.

Under the JOBS Act, we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected. See “Item 1A. Risk Factors—Risks Relating to Legal and Regulatory— Matters—Efforts to comply with Section 404 of the Sarbanes-Oxley Act ~~will~~ involve significant expenditures, and noncompliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us.”

In addition, Section 13(a) of the Exchange Act, as amended by Section 102(b) of the JOBS Act, provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. However, pursuant to Section 107 of the JOBS Act, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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Compliance with the Bank Holding Company Act

As a BHC and FHC, the activities of GS Group Inc. and its affiliates are subject to certain restrictions imposed by the Bank Holding Company Act of 1956, as amended (the “BHCA”), and related regulations. BHCs and FHCs are subject to supervision and regulation by the Federal Reserve. Because GS Group Inc. may be deemed to “control” us within the meaning of the BHCA, restrictions under the BHCA could apply to us as well. Accordingly, the BHCA and other applicable banking laws, rules, regulations and guidelines, and their interpretation and administration by the appropriate regulatory agencies, including the Federal Reserve, may restrict our investments, transactions and operations and may restrict the transactions and relationships between our Investment Adviser, GS Group Inc. and their affiliates, on the one hand, and us on the other hand. For example, the BHCA regulations applicable to GS Group Inc. and us may, among other things, restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments and restrict our and our Investment Adviser’s ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by GS Group Inc. and its affiliates (including our Investment Adviser) for client and proprietary accounts may need to be aggregated with positions held by us. In this case, where BHCA regulations impose a cap on the amount of a position that may be held, Goldman Sachs may utilize available capacity to make investments for its proprietary accounts or for the accounts of other clients, which may require us to limit and/or liquidate certain investments. Additionally, Goldman Sachs may in the future, in its sole discretion and without notice to investors, engage in activities impacting us and/or our Investment Adviser in order to comply with the BHCA or other legal requirements applicable to, or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on, Goldman Sachs, us or other funds and accounts managed by our Investment Adviser and its affiliates. In addition, Goldman Sachs may cease in the future to qualify as a FHC, which may subject us to additional restrictions. Moreover, there can be no assurance that the bank regulatory requirements applicable to Goldman Sachs and us, or the interpretation thereof, will not change, or that any such change will not have a material adverse effect on us. See “Item 1A. Risk Factors—Risks Relating to Legal and Regulatory Matters—Our activities may be limited as a result of potentially being deemed to be controlled by GS Group Inc., a bank holding company.”

ITEM 1A. RISK FACTORS

Investing in our securities involves certain risks relating to our structure and investment objective. You should carefully consider these risk factors, together with all of the other information included in this report, before you decide whether to make an investment in our securities. The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the NAV of our securities could decline, and you may lose all or part of your investment.

Summary Risk Factors

Investing in our securities involves a high degree of risk. The following is a summary of certain of the principal risks that should be carefully considered before investing in our securities:

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The capital markets may experience periods of disruption and instability. Such market conditions may have materially and adversely affected debt and equity capital markets, which may have a negative impact on our business and operations.

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Political, social and economic ~~uncertainty,~~uncertainties ~~including~~may ~~uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine,~~ create and exacerbate risks.

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Our operation as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. IfIn addition, if we fail to maintain our status as a BDC, we might be regulated as a registered closed-end investment company, which would subject us to additional regulatory restrictions.

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We will be subject to U.S. federal income tax at corporate rates (and any applicable U.S. state and local taxes) on all of our income if we are unable to maintain our qualification for tax treatment as a RIC, which would have a material adverse effect on our financial performance.

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Regulations governing our operations as a BDC affect our ability to, and the way in which we, raise additional capital. These constraints may hinder our Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective.

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Our ability to enter into transactions with our affiliates is restricted.

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Our activities may be limited as a result of potentially being deemed to be controlled by GS Group Inc., a bank holding company.

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Commodity Futures Trading Commission (“CFTC”) rules may have a negative impact on us and our Investment Adviser. ~~Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.~~

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Certain investors are limited in their ability to make significant investments in us.

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We depend upon management personnel of our Investment Adviser for our future success.

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We operate in a highly competitive market for investment opportunities.

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26We are dependent on information systems, and systems failures or cybersecurity incidents, as well as operating failures, could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.

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~~Table~~Our limited Term and the expiration of ~~Contents~~the investment period may impact our investment strategy.

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WeOur ~~are~~Investment ~~dependent~~Adviser, onits ~~information systems~~principals, ~~and~~investment ~~systems~~professionals ~~failures,~~and asemployees ~~well~~and asthe ~~operating~~members ~~failures,~~of ~~could~~its ~~significantly~~Private ~~disrupt~~Credit ~~our~~Investment ~~business,~~Committee ~~which~~ may, inhave ~~turn,~~certain ~~negatively~~conflicts ~~affect our liquidity, financial condition or results~~ of ~~operations~~interest.

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Our limited Term and the expiration of the Investment Period may impact our investment strategy.

Our Investment Adviser, its principals, investment professionals and employees and the members of its BDC Investment Committee may have certain conflicts of interest.

Our business and the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.

Goldman Sachs’ financial and other interests may incentivize our Investment Adviser to favor other Accounts.

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Our financial condition and results of operations depend on our Investment Adviser’s ability to manage our future growth effectively.

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Our ability to grow depends on our access to adequate capital.

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We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.

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We may be obligated to pay the Investment Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio. The conflicts of interest faced by the Investment Adviser caused by compensation arrangements with us could result in actions that are not in the best interests of our Unitholders.

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Potential conflicts of interest with other businesses of Goldman Sachs could impact our investment returns.

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Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or Unitholder approval.

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We may experience fluctuations in our quarterly results.

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Our investments are very risky and highly speculative.

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Investing in middle-market companies involves a number of significant risks.

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We have exposure to credit risk and other risks related to credit investments.

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~~Inflation~~Changes in inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

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

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Many of our portfolio securities do not have a readily available market price, and we value these securities at fair value as determined in good faith in accordance with the Investment Company Act, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.

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The lack of liquidity in our investments may adversely affect our business.

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Our portfolio may be focused in a limited number of portfolio companies, which will subject us to a risk of significant loss if any of these companies ~~defaults~~default on ~~its~~their obligations under any of ~~its~~their debt instruments or if there is a downturn in a particular industry.

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We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

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Our failure or inability to make follow-on investments in our portfolio companies could impair the value of our portfolio.

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Our portfolio companies may prepay loans, which may reduce stated yields in the future if the capital returned cannot be invested in transactions with equal or greater expected yields.

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By originating loans to companies that are experiencing significant financial or business difficulties, we may be exposed to distressed lending risks.

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Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would affect our results of operations.

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Economic recessions or downturns could impair our portfolio companies and harm our operating results.

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Our portfolio companies may be highly leveraged.

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We will have broad discretion over the use of proceeds of the funds we raise from investors and will use proceeds in part to satisfy operating expenses.

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Investing in our securities involves an above-average degree of risk.

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A Unitholder’s interest in us will be diluted if we issue additional Units, which could reduce the overall value of an investment in us.

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We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.

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Investors may face various tax risks and consequences as a result of their investment in us.

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To the extent original issue discount ("OID") and payment-in-kind ("PIK") interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

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The Units are limited in their transferability; we may repurchase or force a sale of a Unitholder’s Units.

Risks Relating to Market Developments and General Business Environment

From time to time, capital markets may experience periods of disruption and instability. For example, over the past few years, the U.S. capital markets experienced disruption as evidenced by volatility in global stock markets as a result of, among other things,: ~~the COVID-19 pandemic,~~ social and political tensions in the United States and around the world,; ~~the~~wars ~~fluctuating~~and ~~price~~other forms of ~~commodities~~conflict (including, for example, the ongoing war between Russia and Ukraine and conflict in the Middle East); natural disasters such as ~~oil~~fires, floods, earthquakes, tornadoes and ~~Russia’s~~hurricanes; ~~military~~global ~~invasion~~health epidemics, pandemics and emergencies; terrorism; social unrest; fluctuations in interest rates; strikes, work stoppages, labor shortages and labor disputes; supply chain disruptions and accidents; and the fluctuating price of ~~Ukraine~~commodities, such as oil. Despite remedial actions of the U.S. federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole, and may continue into the future. These and any other unfavorable economic conditions could increase our funding costs and/or limit our access to the capital markets.

Significant changes or volatility in the capital markets may 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). Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. 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 market disruptions and measures taken in response thereto. Any public health emergency, including an outbreak of 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.30

~~Disruptions~~Significant inchanges ~~economic~~or ~~activity,~~volatility ~~such~~in asthe ~~those~~capital ~~caused~~markets bymay negatively affect the ~~COVID-19~~valuations ~~pandemic,~~of ~~Russia’s~~our ~~military~~investments ~~invasion~~and ofcause ~~Ukraine,~~our ~~the~~net ~~escalated~~asset ~~conflict~~value into ~~the~~decline. ~~Middle~~While ~~East~~most ~~and~~of ~~terrorism~~our orinvestments ~~threats~~are ofnot ~~terrorism~~publicly traded, ~~have~~applicable ~~limited~~accounting ~~and~~standards ~~could~~require ~~continue~~us to ~~limit~~assume ~~our~~as ~~investment~~part ~~originations,~~of ~~limit~~ our ~~ability~~valuation toprocess ~~grow,~~that ~~increase~~ our ~~funding~~investments ~~costs~~are ~~and~~sold ~~have~~in a ~~material~~principal ~~negative~~market ~~impact~~to onmarket ~~our~~participants ~~and~~(even ~~our~~if ~~portfolio~~we ~~companies’~~plan ~~operating~~to ~~results~~hold ~~and~~an ~~the~~investment ~~fair~~to ~~values of our debt and equity investments~~maturity). ~~Additionally,~~Significant ~~the~~changes ~~disruption~~ in ~~economic activity caused by~~ the ~~COVID-19~~capital ~~pandemic~~markets ~~and~~may ~~Russia’s~~also ~~military~~affect ~~invasion~~the pace of ~~Ukraine~~our ~~has~~investment ~~had,~~activity and ~~may continue to have, a negative effect on~~ the potential for liquidity events involving our investments. ~~The~~Our ~~illiquidity~~valuations, and particularly valuations of ~~our~~private investments ~~may~~and ~~make~~private itcompanies, ~~difficult~~are ~~for~~inherently usuncertain, tofluctuate ~~sell~~over ~~such~~short ~~investments~~periods toof ~~access~~time ~~capital,~~and ifare ~~required.~~often Asbased aon ~~result~~estimates, wecomparisons ~~could~~and ~~realize~~qualitative ~~significantly~~evaluations ~~less~~of ~~than~~private ~~the~~information ~~value~~that atmay ~~which~~not wereflect ~~have~~the ~~recorded~~full ~~our~~impact ~~investments~~of ifmarket wedisruptions ~~were~~and ~~required~~measures totaken ~~sell~~in ~~them~~response ~~to increase our liquidity~~thereto. AnAny ~~inability~~public onhealth ~~our~~emergency, ~~part~~including toan ~~raise~~outbreak ~~incremental~~of ~~capital,~~existing ~~and~~or ~~any~~new ~~required~~epidemic ~~sale~~diseases, ofor ~~all~~the orthreat athereof, ~~portion~~and ofthe ~~our~~resulting ~~investments~~financial asand aeconomic ~~result,~~market uncertainty could have a ~~material~~significant adverse ~~effect~~impact on ~~our~~us ~~business,~~and ~~financial~~the ~~condition~~fair orvalue ~~results~~ of ~~operations~~our investments and our portfolio companies.

Disruptions in economic activity, have limited and could continue to limit our investment originations, limit our ability to grow, increase our funding costs 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, disruptions in economic activity have 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.

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. In addition, market conditions, including inflation, have adversely impacted, and could in the future have further negative impacts on the operations of certain of our portfolio companies. If the financial results of middle-market companies, like those in which we invest, experience deterioration, it could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Further deterioration in market conditions may further depress the outlook for those companies. 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 favorable than those of our existing debt. 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.

~~Social~~Political, ~~political~~social, economic and other conditions and events in the United States, the United Kingdom, the European Union, Russia, the Middle East and China (such as natural disasters, epidemics and pandemics, terrorism, military conflicts and social unrest) may occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed.

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The uncertainties caused by these conditions and events could result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants; limitations on the activities of investors in the financial markets; and substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets.

~~While~~Other ~~financial~~adverse ~~markets~~developments ~~have~~may ~~rebounded~~occur ~~from~~or reoccur, including: (i) the ~~significant~~decline ~~declines~~in ~~that~~value ~~occurred~~and ~~early~~performance inof us and our portfolio companies; (ii) the ~~pandemic~~ability ~~and~~of ~~global~~our ~~economic~~borrowers ~~conditions~~to ~~generally~~continue ~~improved~~to ~~since~~meet ~~2021,~~loan ~~certain~~covenants ofor ~~the~~repay ~~circumstances~~loans ~~that~~provided ~~arose~~by us on a timely basis or ~~became~~at ~~more~~all, ~~pronounced~~which ~~after~~may require us to restructure our investments or write down the ~~onset~~value of our investments; (iii) our ability to comply with the ~~COVID-19~~covenants ~~pandemic~~and other terms of our debt obligations and ~~subsequent~~to ~~geopolitical~~repay ~~events~~such ~~have~~obligations, ~~persisted~~on a timely basis or at all; (iv) our ability to comply with certain regulatory requirements, ~~including~~such as asset coverage requirements under the Investment Company Act; (iv) ~~relatively~~our ~~weak~~ability ~~consumer~~to ~~confidence~~maintain our distributions at their current level or to pay them at all; or (iivi) ~~ongoing~~our ~~heightened~~ability ~~credit~~to ~~risk~~source, ~~with~~manage ~~regard~~and divest investments and achieve our investment objectives, all of which could result in significant losses to ~~certain~~us. ~~industries~~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. The U.S. economy, ~~including~~as well as most other major economies, atmay ~~times~~experience economic recession, ~~oil~~and we anticipate our businesses could be materially and ~~gas,~~adversely ~~gaming~~affected by a prolonged recession in the United States and ~~lodging~~other major global markets. See “—The capital markets may experience periods of disruption and ~~airlines~~instability. Such market conditions may have materially and ~~(iii)~~adversely ~~higher~~affected ~~cyber~~debt ~~security~~and equity capital markets, ~~information~~which ~~security~~may ~~and~~have ~~operational~~a ~~risks~~negative impact on our business and operations.”

~~Depending~~Disruptions onin ~~any lasting effects of~~ the ~~pandemic~~capital onmarkets, ~~consumer~~including ~~and~~disruptions ~~corporate~~resulting ~~confidence~~from inflation, the ~~conditions~~uncertain ~~noted~~interest ~~above~~rate ~~could~~environment, ~~continue~~Russia’s ~~for~~military aninvasion ~~extended~~of ~~period~~Ukraine and ~~other~~conflict ~~adverse~~in ~~developments~~the ~~may~~Middle ~~occur or reoccur~~East, ~~including~~have ~~(i)~~increased the ~~decline~~spread inbetween ~~value~~the ~~and~~yields ~~performance~~realized ofon usrisk-free and ~~our~~higher ~~portfolio~~risk ~~companies~~securities, ~~(ii)~~resulting ~~the~~in ~~ability~~illiquidity ofin ~~our~~parts ~~borrowers~~of tothe ~~continue~~capital ~~to meet loan covenants or repay loans provided by us on a timely basis or at all~~markets, ~~which~~significant ~~may require us to restructure our investments or~~ write-offs ~~down~~in the ~~value~~financial ofsector ~~our~~and ~~investments,~~re-pricing ~~(iii)~~of ~~our~~credit ~~ability~~risk toin ~~comply with~~ the ~~covenants~~broadly ~~and~~syndicated ~~other~~market. ~~terms~~These ofand ~~our~~future ~~debt~~market ~~obligations~~disruptions and/or toilliquidity ~~repay~~can ~~such~~be ~~obligations,~~expected onto ahave ~~timely~~an ~~basis~~adverse oreffect aton ~~all, (iv)~~ our ~~ability~~business, tofinancial ~~comply with certain regulatory requirements~~condition, ~~such~~results asof ~~asset~~operations ~~coverage~~and ~~requirements~~cash ~~under~~flows. ~~the~~Unfavorable ~~Investment~~economic ~~Company~~conditions ~~Act,~~also ~~(v)~~would ~~our~~be ~~ability~~expected to ~~maintain~~increase our ~~distributions~~funding ~~at their current level or to pay them at all~~costs, orlimit ~~(vi)~~ our ~~ability~~access to ~~source,~~the ~~manage~~capital ~~and~~markets ~~divest~~or ~~investments~~result ~~and~~in ~~achieve~~a ~~our~~decision ~~investment~~by ~~objectives,~~lenders ~~all~~not ofto ~~which~~extend ~~could~~credit ~~result in significant losses~~ to us. WeThese ~~will~~events ~~also~~could belimit ~~negatively~~our ~~affected~~investment iforiginations, ~~the~~limit ~~operations and effectiveness of any of~~ our ~~portfolio~~ability ~~companies~~to ~~(or~~grow ~~any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems~~ and ~~processes~~have ~~are~~a ~~disrupted.~~material ~~The~~negative ~~U.S.~~impact ~~economy,~~on asour ~~well as most other major economies, may experience economic recession,~~ and ~~we anticipate~~ our ~~businesses~~portfolio ~~could~~companies’ beoperating ~~materially~~results and ~~adversely affected by a prolonged recession in~~ the ~~United~~fair ~~States~~values ~~and other major global markets. See “—The capital markets may experience periods~~ of ~~disruption~~our ~~and instability. Such market conditions may have materially and adversely affected~~ debt and equity ~~capital markets, which may have a negative impact on our business and operations~~investments.”

Disruptions in the capital markets, including disruptions resulting from inflation, the uncertain interest rate environment, Russia’s military invasion of Ukraine and the escalated conflict in the Middle East, have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets, significant write-offs in the financial sector and re-pricing of credit risk in the broadly syndicated market. 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 could 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.31

In addition, fiscal and monetary actions taken by the United States and non-U.S. government and regulatory authorities, including those related to trade policies, treaties or tariffs, could have a material adverse impact on our business. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates, along with the general policies of the ~~current~~new ~~Presidential~~presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. 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.

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, or may not decrease at the pace expected by the market, 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 Wall Street Reform and Consumer Protection Act (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.

InThese ~~addition,~~events ~~Russia’s~~present ~~invasion~~material ofuncertainty ~~Ukraine~~and inrisk ~~February~~with ~~2022~~respect ~~and~~to ~~corresponding~~markets ~~events have had~~globally, ~~and~~which ~~could~~pose ~~continue~~potential ~~to have, severe~~ adverse ~~effects~~risks onto ~~regional~~us and ~~global~~the ~~economic~~performance ~~markets.~~of ~~Following~~our ~~Russia’s~~investments ~~actions,~~and ~~various~~operations. ~~governments,~~Any ~~including~~such ~~the~~market ~~governments~~disruptions ofcould ~~the~~affect ~~United~~our ~~States,~~portfolio ~~the~~companies’ ~~United~~operations ~~Kingdom~~ and ~~the European Union~~, ~~have~~as ~~issued~~a ~~broad-ranging economic sanctions against Russia~~result, ~~including,~~could ~~among~~have ~~other~~a ~~actions,~~material aadverse ~~prohibition~~effect on ~~doing~~our business ~~with certain Russian companies~~, ~~large~~ financial ~~institutions,~~condition ~~officials~~ and ~~oligarchs;~~results ~~a prohibition on new investment in Russia; a prohibition on the provision~~ of certain services to Russia; new export controls and import bans; the implementation of a price cap policy for Russian-origin oil and petroleum products; the removal of selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the operations.

29Risks Relating to Legal and Regulatory Matters

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Russian Central Bank from undermining the impact of the sanctions. Private companies have also implemented restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with Russia and/or Belarus. Further, some private companies have moved to divest of Russia-based subsidiaries and assets. The duration of hostilities and the vast array of sanctions and related events (including retaliatory measures imposed by Russia, cyber incidents and espionage) cannot be predicted. Those events present material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Legal and Regulatory

Our operation as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a registered closed-end investment company, which would subject us to additional regulatory restrictions.

The Investment Company Act imposes numerous constraints on the operations of BDCs. For example, BDCs generally are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. These constraints may hinder our Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any failure to comply with the requirements imposed on BDCs by the Investment Company Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.

We may be precluded from investing in what our Investment Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the Investment Company Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the Investment Company Act. This would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause us to lose our RIC status or cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.

Although we have elected to be treated as a RIC, and we intend to qualify for tax treatment as a RIC annually, we cannot assure you that we will be able to do so. To maintain RIC status and be relieved of U.S. federal income taxes on income and gains distributed to Unitholders, we must meet the annual distribution, source-of-income, and quarterly-asset diversification requirements described below.

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The annual distribution requirement for a RIC will generally be satisfied if we distribute to Unitholders on an annual basis at least 90% of our investment company taxable income (generally, our net ordinary income plus the excess of our realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction) for each taxable year (the “Annual Distribution Requirement”). Because we use debt financing, we are subject to an asset coverage ratio requirement under the Investment Company Act, and we are subject to certain covenants contained in our credit agreements and other debt financing agreements. This asset coverage ratio requirement and these covenants could, under certain circumstances, restrict us from making distributions to Unitholders that are necessary for us to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, and thus are unable to make sufficient distributions to Unitholders, we could fail to maintain our qualification for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes).

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The source-of-income requirement will be satisfied if at least 90% of our gross income for each year is derived from dividends, interest, gains from the sale of stock or securities or foreign currencies, payments with respect to loans of certain securities, net income derived from an interest in a “qualified publicly traded partnership” or other income derived with respect to our business of investing in such stock or securities or foreign currencies.

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The asset diversification requirement will be satisfied if, at the end of each quarter of our taxable year, at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs and other acceptable securities, and no more than 25% of the value of our assets is invested in (i) the securities (other than U.S. government securities or securities of other RICs) of one issuer, (ii) the securities (other than the securities of other RICs) of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of our RIC status. Because most of our investments will be made in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

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If we fail to maintain our qualification for tax treatment as a RIC for any reason, and we do not qualify for certain relief provisions under the Code, we would be subject to U.S. federal income tax at corporate rates (and any applicable U.S. state and local taxes). In this event, the resulting taxes and any resulting penalties could substantially reduce our net assets, the amount of our income available for distribution and the amount of our distributions to Unitholders, which would have a material adverse effect on our financial performance.

Regulations governing our operation as a BDC affect our ability to raise additional capital, and the ways in which we can do so. Raising additional capital may expose us to risks, including the typical risks associated with leverage, and may result in dilution to current Unitholders. The Investment Company Act limits our ability to borrow amounts or issue debt securities or preferred equity securities (the “Preferred Units”), which we refer to collectively as “senior securities,” to amounts such that our asset coverage ratio, as defined under the Investment Company Act, equals at least 200% immediately after such borrowing or issuance (except in connection with certain trading practices or investments) or 150% if certain requirements are met, as described below. Consequently, if the value of our assets declines, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when this may be disadvantageous to us and, as a result, our Unitholders. 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 the Company, an offer to repurchase common equity held by the BDC’s equity holders as of the date the requisite approval is obtained. Under this legislation, BDCs are able to increase their leverage capacity if equity holders approve a proposal to do so. If a BDC receives equity holder 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. As a result, BDCs may be able to incur additional leverage in the future, and the risks associated with an investment in BDCs may increase.

We are generally not able to issue and sell Units at a price per share below the NAV per Unit. We may, however, sell Units, or warrants, options or rights to acquire Units, at a price below the then-current NAV per Unit (i) with the consent of a majority of Unitholders (and a majority of Unitholders who are not affiliates of ours) and (ii) if, among other things, a majority of our Independent Directors and a majority of our directors who have no financial interest in the transaction determine that a sale is in the best interests of us and the Unitholders.

We incur significant costs as a result of being subject to the reporting requirements under the Exchange Act.

We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act, and other rules implemented by the SEC. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. See “Item 1. Business—Compliance with the Sarbanes-Oxley Act.” We have implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have incurred, and expect to continue to incur, significant annual expenses related to these steps and directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to our Administrator to compensate it for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses associated with being subject to these reporting requirements.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the JOBS Act. As long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”).

Efforts to comply with Section 404 of the Sarbanes-Oxley Act involve significant expenditures, and noncompliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us.

We are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Under current SEC rules, we are required to report on internal control over financial reporting pursuant to Section 404. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we incur additional expenses that may negatively impact our financial performance and our ability to make distributions. This process also may result in a diversion of management’s time and attention. We cannot be certain as to the timing of completion of any evaluation, testing and remediation actions or the impact of the same on our operations, and we may not be able to ensure that the process is effective or that our internal control over financial reporting is or will be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with Section 404 and related rules, we may be adversely affected.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the date on which we are a “large accelerated filer” or an “accelerated filer” or the date we are no longer classified as an emerging growth company under the JOBS Act. Because we do not currently have comprehensive documentation of our internal control and have not yet tested our internal control in accordance with Section 404, we cannot conclude, as required by Section 404, that we do not have a material weakness in our internal control or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal control. As a reporting entity, we will be required to complete our initial assessment in a timely manner. If

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we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal control may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC.

Changes in laws or regulations governing our operations or the operations of our portfolio companies, changes in the interpretation thereof or newly enacted laws or regulations, or any failure by us or our portfolio companies to comply with these laws or regulations, could require changes to certain of our or our portfolio companies’ business practices, negatively impact our or our portfolio companies’ operations, cash flows or financial condition, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.

We and our portfolio companies are subject to regulation at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, are likely to change from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws or regulations, or any failure by us or our portfolio companies to comply with these laws or regulations, could require changes to certain of our or our portfolio companies’ business practices, negatively impact our or our portfolio companies’ operations, cash flows or financial condition, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition to the legal, tax and regulatory changes that are expected to occur, there may be unanticipated changes and uncertainty regarding any such changes. The legal, tax and regulatory environment for BDCs, investment advisers and the instruments that they utilize (including derivative instruments) is continuously evolving. In addition, there is significant uncertainty regarding certain legislation and the regulations that have been adopted (and future regulations that will need to be adopted pursuant to such legislation) and, consequently, the full impact that such legislation will ultimately have on us and the markets in which we trade and invest is not fully known. Such uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success of certain investment strategies.

Legislative and regulatory proposals directed at the financial services industry that are proposed, pending, or might be proposed in the future, in the U.S. Congress may negatively impact the operations, cash flows or financial condition of us and our portfolio companies, impose additional costs on us and our portfolio companies, intensify the regulatory supervision of us and our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.

Over the last several years, there also has been ~~an increase in~~ regulatory attention toon the extension of credit outside of the traditional banking sector, ~~raising~~including the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any such regulation will be implemented or what form it would take, increased regulation of non-bank credit extension would negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.

We may be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which we invest or operate, including economic outlook, factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. Recent populist and anti-globalization movements, particularly in the United States, may result in material changes in economic trade and immigration policies, all of which could lead to significant disruption of global markets and could have adverse consequences for our investments.

We cannot predict how new tax legislation will affect us, our investments, or our Unitholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The likelihood of any new legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our Unitholders of such qualification and could have other adverse consequences. Unitholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our ~~common units~~Units.

The United States Congress has considered a proposal that would have, if enacted, had a significant adverse impact on individual retirement account (“IRA”) investors, including potentially terminating the IRA status of an IRA that acquires or holds an investment in certain private investment funds (including the Company), subjecting all of the investments in the IRA to significant taxes and subjecting the IRA’s owner to significant penalties. Other proposed legislation would have, if enacted, limited contributions by or on behalf of a high-income taxpayer to an IRA if the aggregate account balance in all applicable retirement plans (as defined in the proposal) maintained by or on behalf of the taxpayer exceeded a threshold dollar amount. These proposals were not ultimately included in legislation passed by the United States House of Representatives. Nonetheless, it is possible that either or both of these proposals (or other proposals that would adversely impact IRA investors) could be enacted as part of future tax reform legislative efforts.

Our ability to enter into transactions with our affiliates is restricted.

As a BDC, we are prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of a majority of our Independent Directors who have no financial interest in the transaction, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is deemed our affiliate for purposes of the Investment Company Act. If this is the only reason such person is our affiliate, we are generally prohibited from buying any asset from, or selling any asset (other than Units) to, such affiliate, absent the prior approval of such directors. The Investment Company Act also prohibits “joint” transactions with an affiliate, which could include joint investments in the same portfolio company, without approval of our Independent Directors or in some cases the prior approval of the SEC. Moreover, except in certain limited circumstances, we are prohibited from buying any asset from or selling any asset to a holder of more than 25% of our voting securities, absent prior approval of the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.

32In certain circumstances, we and other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting us to do so. On November 16, 2022, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants. On June 25, 2024, the SEC granted an amendment to the Relief, which permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or RICs, did not have an investment in such existing portfolio company. If our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

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the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.

In certain circumstances, we and other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting us to do so. On November 16, 2022, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants. Additionally, if our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

Our activities may be limited as a result of potentially being deemed to be controlled by GS Group Inc., a bank holding company.

GS Group Inc. is a BHC under the BHCA and therefore subject to supervision and regulation by the Federal Reserve. In addition, GS Group Inc. is a FHC under the BHCA, which is a status available to BHCs that meet certain criteria. FHCs may engage in a broader range of activities than BHCs that are not FHCs. However, the activities of FHCs and their affiliates remain subject to certain restrictions imposed by the BHCA and related regulations. Because GS Group Inc. may be deemed to “control” us within the meaning of the BHCA, these restrictions could apply to us as well. Accordingly, the BHCA and other applicable banking laws, rules, regulations and guidelines, and their interpretation and administration by the appropriate regulatory agencies, including the Federal Reserve, may restrict our investments, transactions and operations and may restrict the transactions and relationships between our Investment Adviser, GS Group Inc. and their respective affiliates, on the one hand, and us, on the other hand. For example, the BHCA regulations applicable to GS Group Inc. and to us may restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments and restrict our and our Investment Adviser’s ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by GS Group Inc. and its affiliates (including our Investment Adviser) for client and proprietary accounts may need to be aggregated with positions held by us. In this case, where BHCA regulations impose a cap on the amount of a position that may be held, GS Group Inc. may utilize available capacity to make investments for its proprietary accounts or for the accounts of other clients, which may require us to limit and/or liquidate certain investments.

These restrictions may materially adversely affect us by affecting our Investment Adviser’s ability to pursue certain strategies within our investment program or trade in certain securities. In addition, GS Group Inc. may cease in the future to qualify as an FHC, which may subject us to additional restrictions. Moreover, we can offer no assurance that the bank regulatory requirements applicable to GS Group Inc. and us, or the interpretation thereof, will not change, or that any such change will not have a material adverse effect on us.

GS Group Inc. may in the future, in its sole discretion and without notice to investors, engage in activities impacting us and/or our Investment Adviser in order to comply with the BHCA or other legal requirements applicable to, or reduce or eliminate the impact or applicability of any bank regulations or other restrictions on, GS Group Inc., us or other accounts managed by our Investment Adviser and its affiliates. GS Group Inc. may seek to accomplish this result by causing Goldman Sachs Asset Management to resign as our Investment Adviser, voting for changes to our Board of Directors, causing Goldman Sachs personnel to resign from our Board of Directors, reducing the amount of GS Group Inc.'s investment in us (if any), revoking our right to use the Goldman Sachs name or any combination of the foregoing, or by such other means as it determines in its sole discretion. Any replacement investment adviser appointed by us may be unaffiliated with Goldman Sachs.

CFTC rules may have a negative impact on us and our Investment Adviser.

The CFTC and the SEC have issued final rules establishing that ~~certain~~most swap transactions are subject to CFTC regulation. Engaging in such swap or other commodity interest transactions such as futures contracts or options on futures contracts may cause us to fall within the definition of “commodity pool” under the Commodity Exchange Act ~~of 1936~~, as amended, and related CFTC regulations. Our Investment Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator pursuant to 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.

The alternative investment fund manager (“AIFM”) Directive may have a negative impact on our Investment Adviser and its affiliates.

The AIFM Directive regulates investment advisors domiciled in the European Union and investment advisors that manage investment funds domiciled or marketed in the European Union. The AIFM Directive imposes certain requirements and restrictions on such investment advisors, which differ based on the domicile of the applicable investment advisor and investment fund and the circumstances under which an investment fund is marketed in the European Union. Such requirements and restrictions may include disclosure and transparency obligations, capital adequacy, valuation and depositary requirements, leverage and investment restrictions, other conduct of business requirements and tax requirements. As a result of the AIFM Directive, an investment advisor may be restricted from marketing investment funds in the European Union, may incur potentially significant increased operating costs, may be unable to engage in certain activities that it otherwise would have and/or may be subject to other adverse consequences. Any of the foregoing could adversely affect the performance of the Company.

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Union, may incur potentially significant increased operating costs, may be unable to engage in certain activities that it otherwise would have and/or may be subject to other adverse consequences. Any of the foregoing could adversely affect the performance of the Company.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements, and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

Certain investors are limited in their ability to make significant investments in us.

Private funds that are excluded from the definition of “investment company” either pursuant to Section 3(c)(1) or 3(c)(7) of the Investment Company Act and certain other unregistered investment companies are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting equity other than in accordance with the Investment Company Act (measured at the time of the acquisition, including through conversion of convertible securities). Investment companies registered under the Investment Company Act and BDCs are also subject to this restriction as well as other regulatory limitations that restrict the amount that they are able to invest in our securities. As a result, certain investors may be precluded from acquiring additional Units at a time that they might desire to do so.

Risks Relating to Competition

We depend upon management personnel of our Investment Adviser for our future success.

We do not have any employees. We depend on the experience, diligence, skill and network of business contacts of the Goldman Sachs Asset Management Private Credit Team, together with other investment professionals that our Investment Adviser currently retains or may subsequently retain, to identify, evaluate, negotiate, structure, close, monitor and manage our investments. Our future success will depend to a significant extent on the continued service and coordination of our Investment Adviser’s senior investment professionals. The departure of any of our Investment Adviser’s key personnel, including members of the ~~BDC~~Private Credit Investment Committee, or of a significant number of the investment professionals of our Investment Adviser, could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure investors that our Investment Adviser will remain our investment adviser or that we will continue to have access to our Investment Adviser or its investment professionals. See “—Risks Relating to Our Business and Structure—Our Investment Adviser can resign on 60 days’ notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.” We do not currently intend to provide key person life insurance for any of our key personnel.

We operate in a highly competitive market for investment opportunities.

A number of entities, including the Accounts and other entities, compete with us to make the types of investments that we make in middle-market companies. We compete with other BDCs, commercial and investment banks, commercial financing companies, CLOs, private funds, including hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Many of our competitors are more experienced, substantially larger and have considerably greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds, ~~perpetual fund lives,~~ and/or access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Certain of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC and that the Code imposes on us as a RIC. Additionally, an investment opportunity may be appropriate for one or more of us and other Accounts or any other entities managed by our Investment Adviser, and co-investment may not be possible. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Accounts to which to allocate investment opportunities. Also, as a result of this competition, we may not be able to secure attractive investment opportunities from time to time.

We do not seek to compete primarily based on the interest rates we offer, and the Investment Adviser believes that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer. Rather, we believe our competitive strengths include: (i) the positioning of the Goldman Sachs Asset Management Private Credit Team within Goldman Sachs, given its associated relationship, sourcing and expertise advantages; (ii) the Goldman Sachs Asset Management Private Credit Team's experience and breadth as an investor; (iii) the Goldman Sachs Asset Management Private Credit Team's experienced team and history of investment performance; (iv) the Goldman Sachs Asset Management Private Credit Team’s depth, breadth and duration of relationships with financial sponsors, companies, borrowers and other industry participants; and (v) the alignment of interest between the Company and the Goldman Sachs private credit platform through side-by-side investments alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. For a further discussion of our competitive strengths, see “Item 1. Business—Competitive Advantages.”

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We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may make investments that are on less favorable terms than what we may have originally anticipated, which may impact our return on these investments. We cannot assure investors that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

~~Operational~~Risks Relating to Our Operations

We are dependent on information systems, and systems failures or cybersecurity incidents, as well as operating failures, could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.

Our business is dependent on our Investment Adviser’s and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of the Investment Advisory Agreement or an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

•

sudden electrical or telecommunications outages;

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natural disasters such as earthquakes, tornadoes and hurricanes;

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disease pandemics;

•

events arising from local or larger scale political or social matters, including terrorist acts and acts of war; ~~and/or~~

•

outages due to issues experienced by specific service providers; and/or

•

cyber incidents.

In addition to our dependence on information systems, poor operating performance by our service providers could adversely impact us.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the value of the Units and our ability to pay distributions to Unitholders.

Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.

Cybersecurity risks and cyber incidents have been occurring globally at a more frequent and severe level, and will likely continue to increase in frequency and sophistication in the future. ~~The~~A ~~occurrence~~cyber incident can be an intentional attack or an unintentional event and could involve gaining unauthorized access to our or our portfolio companies’ information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption, including through the introduction of computer viruses, malware or through “phishing” attempts or other forms of social engineering. Attacks can also involve ransomware, data exfiltration and publication or other forms of extortion. Cyber incidents originate from a ~~disaster~~wide variety of external sources, ~~such~~including ascyber criminals, nation state hackers, hacktivists and other parties. The occurrence of a cyber incident against us, any of our portfolio companies, or against a third-party (including a service provider) that has access to our data or networks, a natural catastrophe, a disaster, an industrial accident, failure of our disaster recovery systems, or consequential employee or service provider error, or outage or disruption of our or our third-party networks or software that we rely on, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

We and our portfolio companies depend heavily upon computer systems to perform necessary business functions. Despite the implementation of a variety of security measures, computer systems, networks, and data, like those of other companies, could be subject to cyber incidents and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, personal and other information processed, stored in, and transmitted through our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

Third-party service providers with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incidents that adversely affects the confidentiality, integrity, availability and security of our data, resulting in increased costs and other consequences as described above.

Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work ~~resulting from the COVID-19 pandemic~~ could heighten these and other operational risks as certain aspects of the availability and security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard or update their systems and prevent cyber incidents or other outages could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Extended periods of remote working, whether by us, our portfolio companies, or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. ~~Accordingly, the risks described above, are heightened under the current conditions.~~

35Goldman Sachs and its third-party service providers have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our business strategy, financial results, operations or confidential information will not be negatively impacted by such an incident.

~~Table~~In addition, cybersecurity has become a top priority for lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators, individuals and the general investing public of ~~Contents~~data security breaches involving certain types of personal data, including the SEC, which on July 26, 2023, adopted amendments requiring the public disclosure of certain cybersecurity breaches. On May 16, 2024, the SEC also adopted amendments to Regulation S-P, which, among other things, requires investment companies (including business development companies) to develop, implement and maintain written incident response plans and timely notify individuals about certain cybersecurity incidents. The amendments come into effect in December 2025. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If we or our Investment Adviser or certain of its affiliates, fail to comply with the relevant and increasing laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

Goldman Sachs and these third-party service providers have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident.38

InRisks ~~addition,~~Relating ~~cybersecurity has become a top priority for lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies~~ to ~~notify~~Our ~~regulators,~~Business ~~individuals~~ and ~~the~~Structure general investing public of data security breaches involving certain types of personal data, including the SEC, which on July 26, 2023, adopted amendments requiring the public disclosure of certain cybersecurity breaches. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If we or our Investment Adviser or certain of its affiliates, fail to comply with the relevant and increasing laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

Our ~~Business~~limited Term and ~~Structure~~the expiration of the investment period may impact our investment strategy.

Our limited Term and the expiration of the Investment Period may impact our investment strategy.

Unless earlier liquidated by the Board of Directors or extended by the Board of Directors (and, to the extent necessary, a majority-in-interest of the Unitholders), our Term will end on the seven-year anniversary of the Final Closing Date. Due to our finite Term, we may be required to sell our investments at an inopportune time, which could adversely affect our performance and/or cause us to seek to invest in loans with a shorter term than would be the case if our Term was longer, which might adversely affect the nature and/or quality of our investments. In addition, we may depart from our stated investment objective and policies as we prepare for the expiration of our Term and distribute our assets to Unitholders.

Following the expiration of the investment period, we are not permitted to reinvest proceeds realized by us from the sale or repayment of any investment. Accordingly, we may be required to distribute such proceeds to Unitholders, which may cause our fixed expenses to increase as a percentage of assets under management. In addition, any proceeds realized by us from the sale or repayment of our investments could result in an increased concentration of our portfolio, which could increase the risks associated with ownership of the Units. For more information, see “—Risks Relating to Our Investments—Our portfolio may be focused in a limited number of portfolio companies, which will subject us to a risk of significant loss if any of these companies ~~defaults~~default on ~~its~~their obligations under any of ~~its~~their debt instruments or if there is a downturn in a particular industry.”

Our Investment Adviser, its principals, investment professionals and employees and the members of its ~~BDC~~Private Credit Investment Committee may have certain conflicts of interest.

Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of its ~~BDC~~Private Credit Investment Committee and our officers and directors serve and may serve in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other BDCs and other investment funds) that operate in the same or a related line of business as us. Certain of these individuals could have obligations to investors in other Accounts, the fulfillment of which is not in our best interests or the best interests of Unitholders, and we expect that investment opportunities will satisfy the investment criteria for both us and such other Accounts. In addition, Goldman Sachs Asset Management and its affiliates also manage other accounts, and expect to manage other vehicles or accounts in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. The fact that our investment advisory fees may be lower than those of certain other funds advised by Goldman Sachs Asset Management could result in this conflict of interest affecting us adversely relative to such other funds.

Our business and the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.

The financial markets recently experienced volatility in connection with concerns that some banks, especially small and regional banks and banks with exposure to commercial real estate, may have significant investment-related losses that might make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government announced measures to assist certain banks and protect depositors, some banks had already been impacted and others may be adversely impacted, by such volatility. Our business and the businesses of our portfolio companies are dependent on bank relationships. We continue to monitor the financial health of these relationships. Any further strain on the banking system may adversely impact the business, financial condition and results of operations of us and our portfolio companies.

Subject to applicable law, we may invest alongside Goldman Sachs and other Accounts.

As a result of the Relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Accounts to which to allocate investment opportunities. If we are unable to rely on the Relief for a particular opportunity when our Investment Adviser identifies certain investments, it will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. Accordingly, it is possible that we may not be given the opportunity to participate in investments made by other Accounts. See “—Risks Relating to Legal and Regulatory Matters—Our ability to enter into transactions with our affiliates is restricted.”

Goldman Sachs’ financial and other interests may incentivize our Investment Adviser to favor other Accounts.

Our Investment Adviser receives performance-based compensation in respect of its investment management activities on our behalf, which rewards our Investment Adviser for positive performance of our investment portfolio. As a result, our Investment Adviser may make investments for us that present a greater potential for return but also a greater risk of loss or that are more speculative than would be the case in the absence of performance-based compensation. In addition, the Investment Adviser may simultaneously manage other Accounts for which the Investment Adviser may be entitled to receive greater fees or other compensation (as a percentage of performance or otherwise) than it receives in respect of us. In addition, subject to applicable law, Goldman Sachs may invest in other Accounts, and such investments may constitute all or substantial percentages of such other Accounts’ outstanding equity interests. Therefore, the Investment Adviser may have an incentive to favor such other Accounts over us. To address these types of conflicts, the Investment Adviser has adopted policies and procedures under which investment opportunities will be allocated in a manner that it believes is consistent with its obligations as an investment adviser. However, the amount, timing, structuring or terms of an investment by us may differ from, and performance may be different from, the investments and performance of other Accounts.

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the Investment Adviser may be entitled to receive greater fees or other compensation (as a percentage of performance or otherwise) than it receives in respect of us. In addition, subject to applicable law, Goldman Sachs may invest in other Accounts, and such investments may constitute all or substantial percentages of such other Accounts’ outstanding equity interests. Therefore, the Investment Adviser may have an incentive to favor such other Accounts over us. To address these types of conflicts, the Investment Adviser has adopted policies and procedures under which investment opportunities will be allocated in a manner that it believes is consistent with its obligations as an investment adviser. However, the amount, timing, structuring or terms of an investment by us may differ from, and performance may be different from, the investments and performance of other Accounts.

Our financial condition and results of operations depend on our Investment Adviser’s ability to manage our future growth effectively.

Our ability to achieve our investment objective depends on our Investment Adviser’s ability to identify, invest in and monitor companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of our Investment Adviser to provide competent, attentive and efficient services to us. Our executive officers and the members of the ~~BDC~~Private Credit Investment Committee have substantial responsibilities in connection with their roles at our Investment Adviser, with the Accounts, as well as responsibilities under the Investment Advisory Agreement. We may also be called upon to provide significant managerial assistance to certain of our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, our Investment Adviser may need to hire, train, supervise, manage and retain new employees. However, we cannot assure investors that they will be able to do so effectively. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Our ability to grow depends on our access to adequate capital.

If we do not have adequate capital available for investment, our performance could be adversely affected. In addition, we elected to be treated as a RIC, and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. To maintain our qualification for tax treatment as a RIC, among other requirements, we are required to timely distribute to Unitholders at least 90% of our investment company taxable income (determined without regard to the dividends paid deduction), which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, if any, for each taxable year. Consequently, such distributions will not be available to fund new investments. We expect to use debt financing to fund our growth, if any. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.

We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.

As part of our business strategy, we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities or other credit facilities will have claims on our assets that are superior to the claims of Unitholders. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to Unitholders. In addition, we would have to service any additional debt that we incur, including interest expense on debt and dividends on Preferred Units that we may issue, as well as the fees and costs related to the entry into or amendments to debt facilities. These expenses (which may be higher than the expenses on our current borrowings due to the rising interest rate environment) would decrease net investment income, and our ability to pay such expenses will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.

In addition to having claims on our assets that are superior to the claims of Unitholders, any obligations to the lenders may be secured by a first-priority security interest in our portfolio of investments and cash. In the case of a liquidation event, those lenders would receive proceeds to the extent of their security interest before any distributions are made to our Unitholders. Furthermore, our ~~revolving~~term loan credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM ~~Revolving~~Term ~~Credit~~Loan Facility”) imposes, and any credit agreement or other debt financing agreement into which we may enter may impose, financial and operating covenants that restrict our investment activities (including restrictions on industry concentrations), remedies on default and similar matters. In connection with any future borrowings, our lenders may also require us to pledge assets.

In addition, we may be unable to obtain our desired leverage, which would, in turn, affect an investor’s return on investment.

The following table illustrates the effect of leverage on returns from an investment in our Units assuming various annual returns on our portfolio, net of expenses. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.

Assumed Return on Our Portfolio (Net of Expenses)			(10.00	)%			(5.00	)%			0.00	%			5.00	%			10.00	%
Corresponding Return to Unitholders (1)			(1425.6543	)%			(715.9587	)%			(16.2631	)%			53.4325	%			12.1381	%

(1) Assumes (i) ~~$542~~668.6466 million in total assets as of December 31, ~~2023~~2024, (ii) $63 293.0813 million in outstanding indebtedness as of December 31, ~~2023~~2024, (iii) $~~405~~349.3371 million in net assets as of December 31, ~~2023~~2024 and (iv) an annualized average interest rate on our indebtedness as of December 31, ~~2023~~2024, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 87.1053%.

Our Investment Adviser will be paid the Management Fee even if the value of an investment in the Company declines and our Investment Adviser’s Incentive Fee may create incentives for it to make certain kinds of investments.

The Management Fee is payable even in the event the value of a Unitholder’s investment declines.

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The Investment Adviser receives substantial fees from us in return for its services, and these fees could influence the advice provided to us. The Management Fee is calculated as a percentage of the average of the Company’s net asset value at the end of the then-current calendar quarter and the prior calendar quarter. Accordingly, the Management Fee is payable regardless of whether the value of our net assets and/or an investment in the Company has decreased during the then-current quarter.

The Incentive Fee payable by us to our Investment Adviser may create an incentive for our Investment Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement, and also to incur leverage, which will tend to enhance returns where our portfolio has positive returns. Our Investment Adviser receives the Incentive Fee based, in part, upon capital gains realized on our investments. As a result, our Investment Adviser may have an incentive to invest more in companies whose securities are likely to yield capital gains, as compared to income-producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.

The Incentive Fee payable by us to our Investment Adviser also may create an incentive for our Investment Adviser to invest on our behalf in instruments that have a deferred interest feature. Under these investments, we accrue the interest over the life of the investment but do not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our Incentive Fee, however, includes accrued interest. Thus, a portion of this Incentive Fee is based on income that we have not yet received in cash. This risk could be increased because our Investment Adviser is not obligated to reimburse us for any Incentive Fees received even if we subsequently incur losses or never receive in cash the accrued income (including accrued income with respect to ~~original issue discount (“~~OID”), ~~payment-in-kind (“~~PIK”) interest and zero-coupon securities).

Potential conflicts of interest with other businesses of Goldman Sachs could impact our investment returns.

There are significant potential conflicts of interest that could negatively impact our investment returns. A number of these potential conflicts of interest with affiliates of our Investment Adviser and GS Group Inc. are discussed in more detail elsewhere in this report.

GS Group Inc. is a publicly held FHC and a leading global financial institution that provides investment banking, securities, and investment management services to a diversified client base, including companies and high-net-worth individuals, among others. As such, it acts as an investor, investment banker, research provider, investment manager, financier, adviser, market maker, trader, prime broker, derivatives dealer, lender, counterparty, agent and principal. In those and other capacities, Goldman Sachs and its affiliates advise clients in all markets and transactions and purchase, sell, hold and recommend a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own accounts or for the accounts of their customers and have other direct and indirect interests in the global fixed income, currency, commodity, equity, bank loans and other markets in which we invest or may invest. Such additional businesses and interests will likely give rise to potential conflicts of interest and may restrict the way we operate our business. For example, (1) we may not be able to conduct transactions relating to investments in portfolio companies because our Investment Adviser is not permitted to obtain or use material nonpublic information in effecting purchases and sales in public securities transactions for us, or (2) Goldman Sachs, the clients it advises, and its personnel may engage (or consider engaging) in commercial arrangements or transactions with us (subject to any limitations under the law), and/or may compete for commercial arrangements or transactions in the same types of companies, assets, securities or other assets or instruments as us. Transactions by, advice to and activities of such accounts (including potentially Goldman Sachs acting on a proprietary basis), may involve the same or related companies, securities or other assets or instruments as those in which we invest and may negatively affect us (including our ability to engage in a transaction or other activities) or the prices or terms at which our transactions or other activities may be effected. For example, Goldman Sachs may be engaged to provide advice to an account that is considering entering into a transaction with us, and Goldman Sachs may advise the account not to pursue the transaction with us, or otherwise in connection with a potential transaction provide advice to the account that would be adverse to us. See “—Our Investment Adviser, its principals, investment professionals and employees and the members of its ~~BDC~~Private Credit Investment Committee may have certain conflicts of interest” and “—Risks Relating to Legal and Regulatory Matters—Our ability to enter into transactions with our affiliates is restricted.”

In addition, subject to applicable law, GS & Co. may, to the extent permitted by applicable law, including the limitations set forth in Section 57(k) of the Investment Company Act, receive compensation from us or from the borrowers if we make any investments based on opportunities that such employees or personnel of GS & Co. have referred to us. Such compensation might incentivize GS & Co. or its employees or personnel to refer opportunities or to recommend investments that might otherwise be unsuitable for us. Further, any such compensation paid by us, or paid by the borrower (to which we would otherwise have been entitled) in connection with such investments, may negatively impact our returns.

Furthermore, Goldman Sachs is currently, and in the future expects to be, raising capital for new public and private investment vehicles that have, or when formed will have, the primary purpose of directly originating senior secured corporate credit. These investment vehicles, as well as existing investment vehicles (including other Accounts), will compete with us for investments. Although our Investment Adviser and its affiliates will endeavor to allocate investment opportunities among its clients, including us, in a fair and equitable manner and consistent with applicable allocation procedures, it is expected that, in the future, we may not be given the opportunity to participate in investments made by other Accounts or that we may participate in such investments to a lesser extent due to participation by such other Accounts.

In addition, Goldman Sachs or another investment account or vehicle managed or controlled by Goldman Sachs or another client of the Investment Adviser may hold securities, loans or other instruments of a portfolio company in a different class or a different part of the capital structure than securities, loans or other instruments of such portfolio company held by us. As a result, Goldman Sachs or such other investment account or vehicle or such other client of the Investment Adviser may pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, on behalf of its own account, that could have an adverse effect on us. In addition, to the extent Goldman Sachs has invested in a portfolio company for its own account, Goldman Sachs may limit the transactions engaged in by us with respect to such portfolio company or issuer for reputational, legal, regulatory or other reasons.

38Unitholders should note the matters discussed in “—Risks Relating to Legal and Regulatory Matters—Our ability to enter into transactions with our affiliates is restricted.”

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in a portfolio company for its own account, Goldman Sachs may limit the transactions engaged in by us with respect to such portfolio company or issuer for reputational, legal, regulatory or other reasons.

Unitholders should note the matters discussed in “—Legal and Regulatory—Our ability to enter into transactions with our affiliates is restricted.”

Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or Unitholder approval.

Our Board of Directors has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as required by the Investment Company Act or other applicable laws) and without Unitholder approval. However, absent Unitholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of the Units. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions or make payments with respect to our indebtedness.

Our Investment Adviser can resign on 60 days’ notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

Our Investment Adviser has the right, under the Investment Advisory Agreement, to resign at any time upon 60 days’ written notice, regardless of whether we have found a replacement. If our Investment Adviser resigns, we may not be able to find a new external investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations, as well as our ability to pay distributions, are likely to be adversely affected, and the value of our Units may decline.

Our Investment Adviser’s responsibilities and its liability to us are limited under the Investment Advisory Agreement, which may lead our Investment Adviser to act in a riskier manner on our behalf than it would when acting for its own account.

Our Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by us in connection with the matters to which the Investment Advisory Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on our Investment Adviser’s part in the performance of its duties or from reckless disregard by our Investment Adviser of its obligations and duties under the Investment Advisory Agreement. Any person, even though also employed by our Investment Adviser, who may be or becomes an employee of and paid by us shall be deemed, when acting within the scope of his or her employment by us, to be acting in such employment solely for us and not as our Investment Adviser’s employee or agent. These protections may lead our Investment Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “—Our Investment Adviser will be paid the Management Fee even if the value of an investment in the Company declines and our Investment Adviser’s Incentive Fee may create incentives for it to make certain kinds of investments.”

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including interest rates payable on debt investments we make, default rates on such investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in certain markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods or the full fiscal year.

Investors may fail to pay their undrawn Commitments.

The obligation of Unitholders to fund undrawn Commitments is without defense, counterclaim or offset of any kind. However, if a Unitholder fails to pay any amount of its Commitment when called, other Unitholders who have an undrawn Commitment may be required to fund their respective Commitments sooner and in a greater amount (but not more than their undrawn Commitment) than they otherwise would have absent such a default.

In addition, if funding of Commitments by other Unitholders and borrowings by us are inadequate to cover defaulted Commitments, we may make fewer investments and be less diversified than if all Unitholders had paid their contributions. Additionally, we may be forced to obtain substitute sources of liquidity by selling investments (to the extent permitted by the LLC Agreement) to meet our funding obligations. Such forced sales of investment assets by us may be at disadvantageous prices. In addition, if we are not able to obtain substitute sources of liquidity, we may default on our funding obligations.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to ESG activities, which are increasingly considered to contribute to the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.

Our brand and reputation may be negatively impacted if we fail to act responsibly (or are perceived to have failed to act responsibly) in a number of areas, such as considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand and our relationships with investors, which could adversely affect our business and results of operations.

39At the same time, there are various approaches to responsible investing activities and divergent views on the consideration of ESG topics. These differing views increase the risk that any action or lack thereof with respect to our Investment Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. “Anti-ESG” sentiment has gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. If investors subject to such legislation view our responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us. Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. Such scrutiny could expose the Investment Adviser to the risk of antitrust investigations or challenges by federal authorities, result in reputational harm and discourage certain investors from investing in us. In addition, various constituencies have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several new cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate diversity, equity and inclusion practices increasing. If the Investment Adviser does not successfully manage expectations across these varied interests, it could erode trust, impact our and their reputation, and constrain our investment and fundraising opportunities.

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At the same time, there are various approaches to responsible investing activities and divergent views on the consideration of ESG topics. These differing views increase the risk that any action or lack thereof with respect to our Investment Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. “Anti-ESG” sentiment has gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. If investors subject to such legislation view our responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us. Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. Such scrutiny could expose the Investment Adviser to the risk of antitrust investigations or challenges by federal authorities, result in reputational harm and discourage certain investors from investing in us. In addition, some groups and state attorneys general have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several new cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate diversity, equity and inclusion practices increasing. If the Investment Adviser does not successfully manage expectations across these varied interests, it could erode trust, impact our and their reputation, and constrain our investment and fundraising opportunities.

Additionally, new state-level, federal and international regulatory initiatives related to ESG could adversely affect our business. The SEC has proposed rules that, in addition to other matters, would establish a framework for reporting of climate-related risks. There is also a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We are, and our portfolio companies may be, or could in the future become subject to the risk that similar measures might be introduced in other jurisdictions in the future. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

The effect of global climate change may impact the operations of our portfolio companies.

There may be evidence of global climate change. Climate change creates physical and financial risk we and ~~some of~~ our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect the financial condition of some of our portfolio companies through, for example, decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

Risks Relating to Our Investments

Our investments are very risky and highly speculative.

We invest primarily through direct originations of secured debt, including first lien, unitranche, and last-out portions of such loans; second-lien debt; unsecured debt, including mezzanine debt; and select equity investments. The securities in which we invest typically are not rated by any rating agency, and if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. and lower than “BBB-” by Fitch Ratings or Standard & Poor’s Ratings Services). These securities, which may be referred to as “junk bonds,” “high yield bonds” or “leveraged loans,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

In addition, we may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Therefore, our investments may result in an above-average amount of risk and volatility or loss of principal. We also may invest in other assets, including U.S. government securities and structured securities. These investments entail additional risks that could adversely affect our investment returns.

Secured Debt. When we make a secured debt investment, we generally take a security interest in the available assets of the portfolio company, including the equity interests of any subsidiaries, which we expect to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our debt investment may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, our lien could be subordinated to claims of other creditors, such as trade creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the debt investment. Consequently, the fact that our debt is secured does not guarantee that we will receive principal and interest payments according to the debt investment’s terms, or at all, or that we will be able to collect on the loan, in full or at all, should we enforce our remedies.

Unsecured Debt, Including Mezzanine Debt. Our unsecured debt investments, including mezzanine debt investments, generally will be subordinated to senior debt in the event of an insolvency. This may result in an above average amount of risk and loss of principal.

Revolving Credit Facilities. From time to time, we may acquire or originate revolving credit facilities in connection with our investments in other assets, which may result in our holding unemployed funds, negatively impacting our returns.

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Equity Investments. When we invest in secured debt or unsecured debt, including mezzanine debt, we may acquire equity securities from the company in which we make the investment. In addition, we may invest in the equity securities of portfolio companies independent of any debt investment. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we hold may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Investing in middle-market companies involves a number of significant risks.

Investing in middle-market companies involves a number of significant risks, including:

•

such companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

•

such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

•

such companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

•

such companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

•

there is generally little public information about these companies, they and their financial information are not subject to the reporting requirements of the Exchange Act and other regulations that govern public companies and we may be unable to uncover all material information about these companies, which may prevent us from making a fully informed investment decision and cause us to lose money on our investments;

•

our executive officers, directors and Investment Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and

•

such companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness, including any debt securities held by us, upon maturity.

We have exposure to credit risk and other risks related to credit investments.

Our investments are subject to liquidity, market value, credit, interest rate and certain other risks. In addition, we cannot assure you that the Investment Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value and return of our investments. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of investments or industry sectors or regions.

Prices of our investments may be volatile and may fluctuate as a result of a variety of factors that are inherently difficult to predict, including changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the issuers or obligors of the investments. Investments that become non-performing, or defaulted loans or securities may become subject to a workout negotiation or restructuring. This may entail a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants of these investments. To the extent that defaulted investments are sold, it is unlikely that the sale proceeds will be equal to the amount of unpaid principal and interest thereon. In addition, we may incur additional expenses to the extent we are required to seek recovery upon a default or to participate in the restructuring of a non-performing or defaulted investment. We can offer no assurance as to the levels of defaults and/or recoveries that may be experienced on the investments.

Secured investments may also be subject to the risk that the security interests granted by the portfolio company obligors in the underlying collateral are not properly or fully perfected in favor of lenders (or their agents). Compounding these risks, the collateral securing the secured investments may be subject to casualty, impairment or devaluation risks.

Portfolio companies may also be permitted to issue additional indebtedness that would increase the overall leverage and fixed charges to which the portfolio companies are subject. Such additional indebtedness could have structural or contractual priority, either as to specific assets or generally, over the ranking of the investments held by us or could rank on a parity or seniority basis with respect to our investments. In the event of any default, restructuring or insolvency event of a portfolio company, we could be subordinated to, or be required to share on a ratable basis with, any recoveries in favor of the holders of such other or additional indebtedness. Our recoveries may be impaired as a result of the rights of holders of other indebtedness under any intercreditor agreement governing the relative rights of the indebtedness.

Our debt investments may also have no amortization and limited interim repayment requirements, which may increase the risk that a portfolio company will not be able to repay or refinance the debt investment when it comes due at its final stated maturity.

41Changes in inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

~~Table~~Certain of ~~Contents~~our portfolio companies operate in industries that have been, or may be impacted by changes in inflation rates. The U.S. inflation rate remains above historical levels over the past several decades. Inflationary pressures in the past few years increased the costs of labor, energy and raw materials and adversely affected consumer spending, economic growth and our portfolio companies’ operations. Certain of our portfolio companies may be in industries that have been, or may be, affected by inflation. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in unrealized losses and therefore reduce our net assets resulting from operations.

~~Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.~~44

~~Certain~~The ofUnited ~~our~~States ~~portfolio~~and ~~companies~~other ~~may~~developed beeconomies ~~impacted~~have byexperienced higher-than-normal inflation. ~~Although~~rates in the past few years, but it remains uncertain whether elevated inflation will continue or have a significant effect on the U.S. ~~inflation~~economy ~~rate~~or ~~has~~other ~~decreased~~economies. inInflation ~~the~~may ~~fourth~~affect ~~quarter~~our investments adversely in a number of ~~2023~~ways, itincluding ~~remains~~those ~~well~~noted above. ~~historical~~During ~~levels~~periods ~~over~~of ~~the~~rising ~~past~~inflation, ~~several~~interest ~~decades~~and dividend rates of any instruments we or our portfolio companies may have issued could increase, which would tend to reduce returns to our investors. Inflationary ~~pressures~~expectations inor periods of rising inflation could also be accompanied by the ~~past~~rising ~~few~~prices ~~years~~of ~~increased~~commodities that are critical to the ~~costs~~operation of ~~labor,~~portfolio ~~energy~~companies ~~and~~as ~~raw~~noted ~~materials~~above. ~~and~~Portfolio companies may have ~~adversely~~fixed ~~affected~~income ~~consumer~~streams ~~spending~~and, ~~economic~~therefore, ~~growth~~be ~~and~~unable ~~our~~to ~~portfolio~~pay ~~companies’~~their ~~operations~~debts when they become due. ~~Certain~~The ofmarket ~~our~~value ~~portfolio~~of ~~companies~~such investments may bedecline in ~~industries~~value ~~that~~in ~~have~~times ~~been,~~of orhigher inflation rates. Some of our portfolio investments may ~~be,~~have ~~affected~~income bylinked to inflation through contractual rights or other means. IfHowever, ~~such~~as ~~portfolio~~inflation ~~companies~~may ~~are~~affect ~~unable~~both toincome ~~pass~~and expenses, any ~~increases~~increase in ~~their~~income ~~costs~~may ~~along~~not be sufficient to ~~their~~cover ~~customers,~~increases itin ~~could~~expenses. ~~adversely~~Governmental ~~affect~~efforts ~~their~~to ~~results~~curb ~~and~~inflation, ~~impact~~such ~~their~~as ~~ability~~increases to ~~pay~~short-term interest ~~and~~rates ~~principal~~by central banks, including the Federal Reserve, often have negative effects on ~~our~~the ~~loans~~level of economic activity and may increase the risk that the economy enters a recession. In ~~addition~~an attempt to stabilize inflation, ~~any~~certain ~~projected~~countries ~~future~~have ~~decreases~~imposed inwage ~~our~~and ~~portfolio~~price ~~companies’~~controls ~~operating~~at ~~results~~times. ~~due~~Past governmental efforts to curb inflation ~~could~~have ~~adversely~~also ~~impact~~involved ~~the~~more ~~fair~~drastic ~~value~~economic measures that have had a materially adverse effect on the level of ~~those~~economic ~~investments~~activity in the countries where such measures were employed. ~~Any~~We ~~decreases~~can offer no assurance that continued inflation in the ~~fair~~United ~~value~~States ofand/or ~~our~~other ~~investments~~economies ~~could~~will ~~result~~not become a serious problem in ~~unrealized~~the ~~losses~~future and ~~therefore~~have ~~reduce~~a ~~our~~material ~~net~~adverse ~~assets~~impact ~~resulting~~on ~~from operations~~us.

While the United States and other developed economies have experienced higher-than-normal inflation rates in the past few years, it remains uncertain whether elevated inflation will continue or have a significant effect on the U.S. economy or other economies. Inflation may affect our investments adversely in a number of ways, including those noted above. During periods of rising inflation, interest and dividend rates of any instruments we or our portfolio companies may have issued could increase, which would tend to reduce returns to our investors. Inflationary expectations or periods of rising inflation could also be accompanied by the rising prices of commodities that are critical to the operation of portfolio companies as noted above. Portfolio companies may have fixed income streams and, therefore, be unable to pay their debts when they become due. The market value of such investments may decline in value in times of higher inflation rates. Some of our portfolio investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses. Governmental efforts to curb inflation, such as recent increases to short-term interest rates by central banks, including the Federal Reserve, often have negative effects on the level of economic activity and may increase the risk that the economy enters a recession. In an attempt to stabilize inflation, certain countries have imposed wage and price controls at times. Past governmental efforts to curb inflation have also involved more drastic economic measures that have had a materially adverse effect on the level of economic activity in the countries where such measures were employed. We can offer no assurance that continued inflation in the United States and/or other economies will not become a serious problem in the future and have a material adverse impact on us.

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

Debt investments that we make may be based on floating rates, such as ~~SOFR~~the ~~(as~~Secured ~~defined~~Overnight ~~below~~Financing Rate (“SOFR”), 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. Historically, the London Inter-Bank Offered Rate (“LIBOR”) was the basic rate of interest used in lending transactions between banks on the London interbank market and was widely used as a reference for setting the interest rate on loans globally. In July 2017, the Financial Conduct Authority announced its intention to cease sustaining the LIBOR by the end of 2021, and as of June 30 2023, ceased to publish all remaining USD LIBOR settings. Recently the ICE Benchmark Administration further announced that it will publish “synthetic” USD LIBOR rates until September 2024. It is not yet known how synthetic LIBOR will be incorporated into credit facilities, if at all.

In April 2018, the Federal Reserve Bank of New York began publishing its alternative rate, the Secured Overnight Financing Rate (“SOFR”). The Bank of England followed suit in April 2018 by publishing its proposed alternative rate, the Sterling Overnight Index Average (“SONIA”). Each of SOFR and SONIA significantly differ from LIBOR in how each rate is calculated and potentially in the actual rate as well. Since January 1, 2022, our new investments are generally indexed to SOFR. Asand as of December 31, ~~2023~~2024, ~~we have transitioned~~ our investments and our ~~Revolving~~JPM ~~Credit~~Term Loan Facility are indexed to SOFR or to alternative risk-free reference rates. We expect that, going forward, our new USD-denominated investments and any new revolving credit facilities will be indexed to SOFR, absent a significant market shift away from such rate as an accepted benchmark. Our JPM Revolving Credit Facility provides by its terms for the transition to a SOFR-based rate of interest. Upon this transition, amounts drawn under our JPM Revolving Credit Facility may bear interest at a higher rate than they would if LIBOR had continued to be used, which would increase the cost of our borrowings and, in turn, affect our results of operations.

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 (as more fully described below). 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.

In addition, ~~in 2022 and 2023,~~ the Federal Reserve ~~raised~~decreased ~~short-term~~the ~~interest~~federal ~~rates~~funds ~~but~~rate ~~has~~twice ~~recently~~in ~~indicated~~2024. ~~that~~The itrate ~~may~~and ~~cease~~timing of further ~~increases~~rate todecreases ~~interest~~remains ~~rates or may decrease interest rates~~unknown. ~~However~~In addition, there can be no assurance that the Federal Reserve will not make additional upwards adjustments to the federal funds rate in the future to mitigate inflationary pressures. ~~Changing~~Uncertainty surrounding future Federal Reserve actions and changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such changing interest rates and/or volatility. 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. Similarly, rising interest rates could also reduce the yield on our investments if such increases on our borrowings exceed any rise in the rate that our investments yield (including any floating rate investments or investments subject to specified minimum interest rates (such as a SOFR floor)).

If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities or loans will be unable to pay escalating interest amounts, which could result in a default under their notes or 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.

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If general interest rates were to decline, borrowers may refinance their loans at lower interest rates, which could shorten the average life of the loans and reduce the associated returns on the investment, as well as require our Investment Adviser to incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as our existing investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rates 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 Advisory 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.

Many of our portfolio securities do not have a readily available market price and we value these securities at fair value as determined in good faith in accordance with the Investment Company Act, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.

The majority of our investments are, and are expected to continue to be, in debt instruments that do not have readily ascertainable market prices. The fair value of assets that are not publicly traded or whose market prices are not readily available are determined in good faith under procedures adopted by the Investment Adviser, as the valuation designee (“Valuation Designee”). As the ~~valuation~~Valuation ~~designee~~Designee, the Investment Adviser is primarily responsible for the valuation of our assets, subject to the oversight of the Board, in accordance with Rule 2a-5 under the Investment Company Act. As the ~~valuation~~Valuation ~~designee~~Designee, the Investment Adviser utilizes the services of independent third-party valuation firms (“Independent Valuation Advisors”) engaged by us in determining the fair value of a portion of the securities in our portfolio ~~as of each quarter end~~. Investment professionals from our Investment Adviser also recommend portfolio company valuations using sources and/or proprietary models depending on the availability of information on our assets and the type of asset being valued, all in accordance with our valuation policy. The participation of our Investment Adviser in our valuation process could result in a conflict of interest, as the Management Fee is based in part on our net assets and also because our Investment Adviser is receiving a performance-based Incentive Fee.

In addition, the Investment Adviser may value an identical asset differently than Goldman Sachs, another division or unit within Goldman Sachs, or another Account values the asset, including because Goldman Sachs, or such other division, or unit, or Account has information or uses valuation techniques and models that it does not share with, or that are different from those of the Investment Adviser or from us. These valuation differences for the same asset can result in significant differences in the treatment of such asset by the Investment Adviser, Goldman Sachs, and other divisions or units of Goldman Sachs, and/or among Accounts (for example, with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on nonaccrual status and/or in default). See “Risks Relating to Our Business and Structure—Potential conflicts of interest with other businesses of Goldman Sachs could impact our investment returns.”

Because fair valuations, and particularly fair valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates, comparisons and qualitative evaluations of private information, it may be more difficult for investors to value accurately our investments and could lead to undervaluation or overvaluation of the Units. In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.

Rule 2a-5 under the Investment Company Act establishes a regulatory framework for determining fair value in good faith for purposes of the Investment Company Act and permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. In accordance with this rule and as discussed above, our Board of Directors has designated our Investment Adviser as the ~~valuation~~Valuation ~~designee~~Designee primarily responsible for the valuation of our assets, subject to the oversight of the Board of Directors, and we are in compliance with Rule 2a-5.

Our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in our NAV.

The lack of liquidity in our investments may adversely affect our business.

Various restrictions render our investments relatively illiquid, which may adversely affect our business. As we generally make investments in private companies, substantially all of these investments are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. Our Investment Adviser is not permitted to obtain or use material non-public information in effecting purchases and sales in public securities transactions for us, which could create an additional limitation on the liquidity of our investments. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. Therefore, if we are required to or desire to liquidate all or a portion of our portfolio quickly, we could realize significantly less than the value at which we have recorded our investments, or could be unable to dispose of our investments in a timely manner or at such times as we deem advisable.

We are classified as a non-diversified investment company within the meaning of the Investment Company Act, which means that we are not limited by the Investment Company Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in certain other financial and investment companies. To the extent that we assume large positions in the securities of a small number of issuers or industries, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could significantly affect our aggregate returns. Further, any industry in which we are meaningfully concentrated at any given time could be subject to significant risks that could adversely impact our aggregate returns.

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~~Table~~For example, as of ~~Contents~~December 31, 2024, our investments in Financial Services represented 14.4% of our portfolio at fair value. Our investments in Financial Services are subject to a variety of risks, including, but not limited to, market uncertainty, additional or changing government regulations, disclosure requirements, limits on fees, increasing borrowing costs or limits on the terms or availability of credit to such portfolio companies, and other regulatory requirements, each of which may impact the conduct of such portfolio companies. Compliance with changing regulatory requirements will likely impose staffing, legal, compliance and other costs, and administrative burdens upon our funds’ investments in financial services. In addition, as of December 31, 2024, our investments in Hotels, Restaurants & Leisure represented 10.5% of our portfolio at fair value. Our investments in Hotels, Restaurants & Leisure are subject to a variety of risks, including, but not limited to, intense competition, changing technology, the negative impact of regulation, difficulty in obtaining financing, labor disruptions and unexpected events, such as weather conditions, natural catastrophes and any global pandemic or epidemic.

in any particular industry in which we are invested could significantly affect our aggregate returns. Further, any industry in which we are meaningfully concentrated at any given time could be subject to significant risks that could adversely impact our aggregate returns.

For example, as of December 31, 2023, our investments in Financial Services represented 19.1% of our portfolio at fair value. Our investments in Financial Services are subject to a variety of risks, including, but not limited to, market uncertainty, additional or changing government regulations, disclosure requirements, limits on fees, increasing borrowing costs or limits on the terms or availability of credit to such portfolio companies, and other regulatory requirements, each of which may impact the conduct of such portfolio companies. Compliance with changing regulatory requirements will likely impose staffing, legal, compliance and other costs, and administrative burdens upon our funds’ investments in financial services. In addition, as of December 31, 2023, our investments in Interactive Media & Services represented 17.0% of our portfolio at fair value. Our investments in Interactive Media & Services are subject to a variety of risks, including, but not limited to portfolio companies not being able to commercialize their technology, products, business concepts or services, intense competition, a rapidly changing market, the ability of portfolio companies to successfully acquire or develop new technology, products, business concepts or services, intellectual property not remaining viable, lack of control over the pace of technology development, a more limited market or life span than products in other industries, negative impact of certain regulations, such as consumer protection laws, each of which may impact the conduct of such portfolio companies.

We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

We do not generally hold controlling equity positions in our portfolio companies. While we are obligated as a BDC to offer to make managerial assistance available to our portfolio companies, we can offer no assurance that management personnel of our portfolio companies will accept or rely on such assistance. To the extent that we do not hold a controlling equity interest in a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

We may be subject to risks associated with subordinated debt.

We may acquire and/or originate junior lien or subordinated debt investments. If a borrower defaults on a junior lien or subordinated loan or on debt senior in right of payment or as to the proceeds of collateral to our debt investment, or in the event of the bankruptcy of a borrower, the debt investment will be satisfied only after, in the case of junior lien debt, the proceeds of collateral are applied to repay senior lien debt or, in the case of subordinated debt, the senior debt is repaid in full. Under the terms of typical intercreditor or subordination agreements, senior creditors may be able to block the exercise of remedies or the acceleration of the subordinated debt or the exercise by holders of junior lien or subordinated debt of other rights they may have as creditors or in respect of collateral. Accordingly, we may not be able to take the steps necessary or sufficient to protect our investments in a timely manner or at all. In addition, junior lien or subordinated debt may not always be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. If a borrower declares bankruptcy, we may not have full or any recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. Further, the Investment Adviser’s ability to amend the terms of our loans, assign its loans, accept prepayments, exercise its remedies and control decisions made in bankruptcy proceedings may be limited by intercreditor arrangements. In addition, the risks associated with junior lien or subordinated debt include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the borrower’s ability to pay principal and interest on its debt. Many obligors on junior lien or subordinated loan securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. The level of risk associated with investments in subordinated debt increases if such investments are debt of distressed or below investment grade issuers. Default rates for junior lien or subordinated debt securities have historically been higher than has been the case for investment grade securities.

We may be subject to risks associated with unsecured debt.

We may invest in unsecured indebtedness in portfolio companies where a significant portion of such companies’ senior or junior lien indebtedness may be secured. In such situations, our ability to influence such portfolio company’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior or junior lien creditors.

We may be subject to risks arising from revolving credit facilities.

We acquire or originate revolving credit facilities from time to time in connection with our investments in other assets, including term loans. A revolving credit facility is a line of credit in which the borrower pays the lender a commitment fee during a commitment period and is then allowed to draw from the line of credit from time to time until the end of such commitment period. The borrower of a revolving credit facility is typically permitted to draw thereunder for any reason, including to fund its operational requirements, to make acquisitions or to reserve cash, so long as certain customary conditions are met. Outstanding draw-downs under such revolving credit facilities can therefore fluctuate on a day-to-day basis, which may generate operational and other costs for us. If the borrower of a revolving credit facility draws down on the facility, we would be obligated to fund the amounts due.

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We can offer no assurance that a borrower of a revolving credit facility will fully draw down its available credit thereunder, and in many cases a borrower with sufficient liquidity may forego drawing down its available credit thereunder in favor of obtaining other liquidity sources. As a result, we are likely to hold unemployed funds, and investments in revolving credit facilities may therefore adversely affect our returns.

We may be subject to risks arising from assignments and participations.

We may acquire investments directly (by way of assignment) or indirectly (by way of participation). As described in more detail below, holders of participation interests are subject to additional risks not applicable to a holder of a direct interest in a debt obligation.

The purchaser of an assignment of a debt obligation typically succeeds to all the rights and obligations of the selling institution and becomes a party to the applicable documentation relating to the debt obligation. In contrast, participations acquired by us in a portion of a debt obligation held by a seller typically result in a contractual relationship only with such seller, not with the obligor. We would have the right to receive payments of principal, interest and any fees to which it is entitled under the participation only from the seller and only upon receipt by the seller of such payments from the obligor. In purchasing a participation, we generally will have neither the right to enforce compliance by the obligor with the terms of the documentation relating to the debt obligation nor any rights of set-off against the obligor, and we may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, we will assume the credit risk of both the obligor and the seller, which will remain the legal owner of record of the applicable debt obligation. In the event of the insolvency of the seller, we may be treated as a general creditor of the seller in respect of the participation, may not benefit from any set-off exercised by the seller against the obligor and may be subject to any set-off exercised by the obligor against the seller. In addition, we may purchase a participation from a seller that does not itself retain any portion of the applicable debt obligation and, therefore, may have limited interest in monitoring the terms of the documentation relating to such debt obligation and the continuing creditworthiness of the borrower.

In addition, when we hold a participation in a debt obligation, we may not have the right to vote to waive enforcement of any default by an obligor. Sellers commonly reserve the right to administer the debt obligations sold by them as they see fit and to amend the documentation relating to such debt obligations in all respects. A seller may have interests different from ours, and the seller might not consider our interests when taking actions with respect to the debt obligation underlying the participation. In addition, some participation agreements that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers to the documentation relating to the debt obligation, the seller may repurchase such participation at par. Assignments and participations are typically sold strictly without recourse to the seller thereof, and the seller will generally make no representations or warranties about the underlying debt obligation, the borrowers, the documentation relating to the debt obligations or any collateral securing the debt obligations.

We may have difficulty sourcing investment opportunities.

We cannot assure investors that we will be able to identify a sufficient number of suitable investment opportunities to allow us to deploy the capital available to us. Privately negotiated investments in loans and illiquid securities of private companies require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. Our Investment Adviser will select our investments, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our Units. To the extent we are unable to deploy all investments, our investment income and, in turn, our results of operations, will likely be materially adversely affected.

Our failure or inability to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to:

•

increase or maintain in whole or in part our equity ownership percentage or debt participation;

•

exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

•

attempt to preserve or enhance the value of our investment.

We may elect not to, or be unable to, make follow-on investments or may lack sufficient funds to make those investments.

We will have the discretion to make any follow-on investments, subject to the availability of capital resources and applicable law. The failure to make, or inability to make, follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements, including the conditions of the Relief, compliance with covenants contained in the JPM ~~Revolving~~Term ~~Credit~~Loan Facility and agreements governing our indebtedness or compliance with the requirements for maintenance of our qualification for tax treatment as a RIC.

Our portfolio companies may prepay loans, which may reduce stated yields in the future if the capital returned cannot be invested in transactions with equal or greater expected yields.

Certain of the loans we make are prepayable at any time, with some prepayable at no premium to par. We cannot predict when such loans may be prepaid. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that permit such portfolio company to replace existing financing with less expensive capital. In periods of rising interest rates, the risk of prepayment of floating rate loans may increase if other financing sources are available. As market conditions change frequently, it is unknown when, and if, this may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for us in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields.

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Investments in common and preferred equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk.

Although common stock has historically generated higher average total returns than fixed income securities over the long term, common stock also has experienced significantly more volatility in those returns. Our equity investments may fail to appreciate and may decline in value or become worthless, and our ability to recover our investment will depend on our portfolio company’s success. Investments in equity securities involve a number of significant risks, including:

•

any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process;

•

to the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment; and

•

in some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the portfolio company.

Even if the portfolio company is successful, our ability to realize the value of our investment may depend on the occurrence of a liquidity event, such as a public offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell them.

There are special risks associated with investing in preferred securities, including:

•

preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes before we receive such distributions;

•

preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to greater credit risk than debt;

•

preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities; and

•

generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.

Additionally, when we invest in debt securities, we may acquire warrants or other equity securities as well. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the Investment Company Act. To the extent we so invest, we will bear our ratable share of any such company’s expenses, including management and performance fees. We will also remain obligated to pay the Management Fee and Incentive Fee to our Investment Adviser with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments, each Unitholder will bear its pro rata share of the Management Fee and Incentive Fee due to our Investment Adviser as well as indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.

By originating loans to companies that are experiencing significant financial or business difficulties, we may be exposed to distressed lending risks.

As part of our lending activities, we may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that we will correctly evaluate the value of the assets collateralizing our loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company that we fund, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by us to the borrower.

We may be exposed to special risks associated with bankruptcy cases.

Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, we can offer no assurance that a bankruptcy court would not approve actions that may be contrary to our interests. Furthermore, there are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower.

The reorganization of a company can involve substantial legal, professional and administrative costs to a lender and the borrower; it is subject to unpredictable and lengthy delays; and during the process a company’s competitive position may erode, key management may depart and a company may not be able to invest its capital adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value.

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to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value.

In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, we could become subject to a lender’s liability claim if a borrower requests significant managerial assistance from us and we provide such assistance as contemplated by the Investment Company Act.

Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would affect our results of operations.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith under procedures adopted by Goldman Sachs Asset Management, as ~~valuation~~Valuation ~~designee~~Designee. We may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow (taking into consideration current market interest rates and credit spreads), the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to similar publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation.

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 on holding an investment through its maturity). As a result, volatility in the capital markets can also adversely affect our investment valuations. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. The effect of all of these factors on our portfolio can reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer unrealized losses, which could have a material adverse impact on our business, financial condition and results of operations.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could 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 could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on the portfolio company’s assets representing collateral for its obligations. This could trigger cross defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt that we hold and the value of any equity securities we own.

In addition, we may originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as the Company) to accelerate indebtedness or negotiate terms and pricing. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Therefore, our investments may result in an above-average amount of risk and volatility or loss of principal.

Our portfolio companies may have incurred or issued, or may in the future incur or issue, debt or equity securities that rank equally with, or senior to, our investments in such companies, which could have an adverse effect on us in any liquidation of the portfolio company.

Our portfolio companies may have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company typically are entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt, which will be secured on a first priority basis. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

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loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, we may forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of such enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other arrangement with creditors. Similar risks to the foregoing may apply where we hold the last-out piece of a unitranche loan.

We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such portfolio companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then the unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

Our portfolio companies may be highly leveraged.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these portfolio companies and to us as an investor. These portfolio companies may be subject to restrictive financial and operating covenants and the leverage may impair these portfolio companies’ ability to finance their future operations and capital needs. As a result, these portfolio companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Our investments in non-U.S. companies may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates potential investments in securities of non-U.S. companies to the extent permissible under the Investment Company Act. Investing in non-U.S. companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of non-U.S. taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks are likely to be more pronounced for investments in companies located in emerging markets and particularly for middle-market companies in these economies.

Although most of our investments are denominated in USD, our investments that are denominated in a non-USD currency will be subject to the risk that the value of a particular currency will change in relation to the USD. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure investors that such strategies will be effective or without risk to us.

We may expose ourselves to risks if we engage in hedging transactions.

Subject to applicable provisions of the Investment Company Act, the regulations promulgated thereunder, and applicable CFTC regulations, we may enter into hedging transactions in a manner consistent with SEC guidance, which may expose us to risks associated with such transactions. Such hedging may utilize instruments such as futures contracts, options on futures contracts, forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may ~~include~~involve counter-party credit risk. To the extent we have non-U.S. investments, particularly non-USD-denominated investments, our hedging costs will increase.

Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

The success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is generally not eligible to be distributed to non-U.S. stockholders free from U.S. federal withholding tax. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could impair the effectiveness of that strategy. See also “—Risks Relating to Our Investments—We are exposed to risks associated with changes in interest rates.”

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fluctuate as a result of factors not related to currency fluctuations. In addition, income derived from hedging transactions also is generally not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could impair the effectiveness of that strategy. See also “—Our Investments—We are exposed to risks associated with changes in interest rates.”

We may form one or more CLOs, which may subject us to certain structured financing risks.

To the extent permissible under risk retention rules adopted pursuant to Section 941 of the Dodd-Frank Act and applicable provisions of the Investment Company Act, to finance investments, we may securitize certain of our investments, including through the formation of one or more CLOs, 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. Any interest in any such CLO held by us may be considered a “non-qualifying asset” for purposes of Section 55 of the Investment Company Act.

If we create a CLO, we will depend on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to Unitholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict our ability, as holder of a CLO’s equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO, or cash flow may be completely restricted for the life of the CLO. If we do not receive cash flow from any such CLO that is necessary to satisfy the Annual Distribution Requirement for maintaining our qualification for tax treatment as a RIC, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we could fail to maintain our qualification for tax treatment as a RIC, which would have a material adverse effect on our financial performance.

In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to Unitholders.

To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by us as owner of equity interests. Finally, any equity interests that we retain in a CLO will not be secured by the assets of the CLO, and we will rank behind all creditors of the CLO.

We will have broad discretion over the use of proceeds of the funds we raise from investors and will use proceeds in part to satisfy operating expenses.

We can offer no assurance that we will be able to locate a sufficient number of suitable investment opportunities to allow us to successfully deploy capital that we raise from investors in a timeframe that will permit investors to earn above-market returns. To the extent we are unable to invest substantially all of the capital we raise within our contemplated timeframe, our investment income, and in turn our results of operations, will likely be materially adversely affected.

We intend to use substantially all of the proceeds from the offering of Units, net of expenses, to make investments in accordance with our investment objectives and strategies. We anticipate that the remainder will be used for working capital and general corporate purposes, including the payment of operating expenses. However, subject to the restrictions of applicable law and regulations, including the Investment Company Act, we have significant flexibility in applying the proceeds of the funds we raise from investors and may use the net proceeds in ways with which Unitholders may not agree, or for purposes other than those contemplated at the time of the capital raising. We may also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from net proceeds. Our ability to achieve our investment objective may be limited to the extent that net proceeds of the funds we raise from investors, pending full investment by us in portfolio companies, are used to pay operating expenses.

We may invest a significant portion of our assets in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on our intended investment program.

From time to time, a significant portion of our assets may be invested in a money market fund managed by an affiliate of GS Group Inc. These investments may earn yields substantially lower than the income that we expect to receive from investments made in accordance with our investment objective. As a result, we may not be able to achieve our investment objective and/or pay any dividends while a significant portion of our assets are invested in the money market fund or, if we are able to do so, such dividends may be substantially lower than the dividends that we expect to pay when our portfolio is fully invested in accordance with our investment objectives. If we do not realize yields in excess of our expenses, we may incur operating losses.

Risks Relating to The Units

Investing in Units involves an above-average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. The investments in portfolio companies may be highly speculative and aggressive. Therefore, an investment in Units may not be suitable for an investor with lower risk tolerance.

A Unitholder’s interest in us will be diluted if we issue additional Units, which could reduce the overall value of an investment in us.

Unitholders do not have preemptive rights to any Units we issue in the future. We may decide in accordance with the process described below, to issue additional equity interests at or below the NAV per Unit. To the extent we issue additional equity interests, a Unitholder’s percentage ownership interest in us may be diluted. In addition, if such Units are issued below NAV, existing Unitholders may also experience dilution in the book value and fair value of their Units.

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We are generally not able to issue and sell Units at a price per Unit below the then-current NAV per Unit. We may, however, sell Units, warrants, options or rights to acquire Units, at a price below the then-current NAV per Unit (i) with the consent of a majority in interest of our Unitholders (and a majority in interest of our Unitholders who are not affiliates of us) and (ii) if, among other things, a majority of our Independent Directors and a majority of our directors who have no financial interest in the transaction determine that such sale is in the best interests of us and our Unitholders.

We may in the future determine to issue Preferred Units, which could adversely affect the value of the Units.

The issuance of Preferred Units with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of Preferred Units could make an investment in the Units less attractive. In addition, the dividends on any Preferred Units we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of Preferred Units must take preference over any distributions or other payments to Unitholders, and holders of Preferred Units are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible Preferred Units that converts into Units). In addition, under the Investment Company Act, Preferred Units would constitute a “senior security” for purposes of the 150% asset coverage test.

We may not be able to pay investors distributions on Units, our distributions to investors may not grow over time and a portion of our distributions to investors may be a return of capital for U.S. federal income tax purposes.

Subject to the requirements of Section 852(a) of the Code, and the terms of any indebtedness or Preferred Units, we intend to (i) distribute to Unitholders, pro rata based on the number of Units held by each Unitholder, before the end of each taxable year net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments), ~~except to the extent such proceeds from repayment or disposition are permitted to be, and are, retained for reinvestment prior to the termination of the investment period,~~ (ii) distribute quarterly investment income (i.e., proceeds received in respect of interest payments, dividends or fees as opposed to proceeds received in connection with the disposition or repayment of an investment), and (iii) distribute substantially all of our investment company taxable income and net capital gain for each taxable year in order to qualify for treatment as a RIC, except that we may ~~retain~~choose ~~certain~~to ~~net capital gains for reinvestment and~~ carry forward taxable income for distribution in the following year and pay any applicable tax. All distributions will be paid at the discretion of our Board of Directors and will depend on such factors as the Board determines to be relevant from time to time, including our earnings, financial condition and compliance with any debt covenants we may be subject to. Accordingly, we may not pay distributions to Unitholders.

The distributions we pay to Unitholders in a year may exceed our ~~taxable~~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 that would reduce a holder’s adjusted tax basis in its Units and correspondingly increase such holder’s gain, or reduce such holder’s loss, on disposition of such Units. Distributions in excess of a holder’s adjusted tax basis in its Units will constitute capital gains to such holder. Unitholders who periodically receive the payment of a distribution from a RIC consisting of a return of capital for U.S. federal income tax purposes may be under the impression that they are receiving a distribution of the RIC’s net ordinary income or capital gains when they are not. Accordingly, Unitholders should read carefully any written disclosure accompanying a distribution from us and the information about the specific tax characteristics of our distributions provided to Unitholders after the end of each calendar year, and should not assume that the source of any distribution is our net ordinary income or capital gains.

If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with U.S. generally accepted accounting principles (“GAAP”) and tax rules, we include in income certain amounts that we have not yet received in cash, such as contractual PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC. We will be subject to a 4% nondeductible federal excise tax on certain undistributed income for a calendar year unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years. We will not be subject to excise taxes on amounts on which we are required to pay corporate income taxes (such as retained net capital gains).

The tax treatment of a non-U.S. Unitholder in its jurisdiction of tax residence will depend entirely on the laws of such jurisdiction, and may vary considerably from jurisdiction to jurisdiction.

Depending on (i) the laws of such non-U.S. Unitholder’s jurisdiction of tax residence, (ii) how we, the investments and/or any other investment vehicles through which we directly or indirectly invest are treated in such jurisdiction, and (iii) the activities of any such entities, an investment in us could result in such non-U.S. Unitholder recognizing adverse tax consequences in its jurisdiction of tax residence, including (a) with respect to any generally required or additional tax filings and/or additional disclosure required in such filings in relation to the treatment for tax purposes in the relevant jurisdiction of an interest in us, the investments and/or any other investment vehicles through which we directly or indirectly invest and/or of distributions from such entities and any uncertainties arising in that respect (such entities not being established under the laws of the relevant jurisdiction); (b) the possibility of taxable income significantly in excess of cash distributed to a non-U.S. Unitholder, and possibly in excess of our actual economic income; (c) the possibilities of losing deductions or the ability to utilize tax basis and of sums invested being returned in the form of taxable income or gains; and (d) the possibility of being subject to tax at unfavorable tax rates. A non-U.S. Unitholder may also be subject to restrictions on the use of its share of our deductions and losses in its jurisdiction of tax residence. Each prospective investor is urged to consult its own tax advisors with respect to the tax and tax filing consequences, if any, in its jurisdiction of tax residence of an investment in us, as well as any other jurisdiction in which such prospective investor is subject to taxation.

We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.

For U.S. federal income tax purposes, we will include in our taxable income certain amounts that we have not yet received in cash, such as OID, which may occur if we receive warrants in connection with the origination of a loan or possibly in other circumstances or contracted PIK interest, which generally represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, which could be significant relative to our overall investment assets, and increases in loan balances as a result of PIK interest will be included in our taxable income before we receive any corresponding cash payments. We also may be required to include in our taxable income certain other amounts that we have not yet received or will not receive in cash, such as accruals on a contingent payment debt instrument, accruals of interest income and/or OID on defaulted debt, or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Moreover, we generally will be required to take certain amounts into income no later than the time such amounts are reflected on our financial statements. The credit risk associated with the collectability of deferred payments may be increased as and when a portfolio company increases the amount of interest on which it is deferring cash payment through deferred interest features. Our investments with a deferred interest feature may represent a higher credit risk than loans for which interest must be paid in full in cash on a regular basis. For example, even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is scheduled to occur upon maturity of the obligation.

50Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to Unitholders that will be sufficient to enable us to meet the Annual Distribution Requirement necessary for us to maintain our qualification for tax treatment as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to Unitholders that will be sufficient to enable us to meet the Annual Distribution Requirement. If we are unable to obtain cash in the amount required for us to make, or if we are restricted from making, sufficient distributions to our Unitholders to meet the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes).

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For example, even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is scheduled to occur upon maturity of the obligation.

Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to Unitholders that will be sufficient to enable us to meet the Annual Distribution Requirement necessary for us to maintain our qualification for tax treatment as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to Unitholders that will be sufficient to enable us to meet the Annual Distribution Requirement. If we are unable to obtain cash in the amount required for us to make, or if we are restricted from making, sufficient distributions to our stockholders to meet the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes).

Unitholders may receive Units as distributions, which could result in adverse tax consequences to them.

In order to satisfy the Annual Distribution Requirement applicable to RICs, we have the ability to declare a large portion of a distribution in Units instead of in cash. We are not subject to restrictions on the circumstances in which we may declare a portion of a distribution in Units but would generally anticipate doing so only in unusual situations, such as, for example, if we do not have sufficient cash to meet our RIC distribution requirements under the Code. Generally, were we to declare such a distribution, we would allow Unitholders to elect payment in cash and/or Units of equivalent value. Under published IRS guidance, the entire distribution by a publicly offered RIC will generally be treated as a taxable distribution for U.S. federal income tax purposes, and count towards our RIC distribution requirements under the Code, if certain conditions are satisfied. Among other things, the aggregate amount of cash available to be distributed to all Unitholders is required to be at least 20% of the aggregate declared distribution. If too many Unitholders elect to receive cash, the cash available for distribution would be allocated among the Unitholders electing to receive cash (with the balance of the distribution paid in Units) under a formula provided in the applicable IRS guidance.

The number of Units distributed would thus depend on the applicable percentage limitation on cash available for distribution, the Unitholders’ individual elections to receive cash or stock, and the value of the Units. Each Unitholder generally would be treated as having received a taxable distribution (including for purposes of the withholding tax rules applicable to a Non-U.S. Unitholder) on the date the distribution is received in an amount equal to the cash that such Unitholder would have received if the entire distribution had been paid in cash, even if the Unitholder received all or most of the distribution in Units. We currently do not intend to pay distributions in Units, but we can offer no assurance that we will not do so in the future.

IfWe we are not treated as a “publicly offered regulated investment company,” as defined in the Code and, ~~U.S. Unitholders that are individuals~~consequently, ~~trusts~~certain orUnitholders ~~estates~~ will be taxed as though they received a distribution of some of our expenses.

~~During~~We ~~the~~are ~~period~~not ~~when we have elected to be~~ treated as a ~~RIC, we expect to be treated as a~~ “publicly offered regulated investment company,” ~~(within~~as ~~the~~defined ~~meaning~~in of Section 67 of the Code). As as a result, ofeach ~~Units either~~ (i) ~~being~~U.S. ~~held~~Unitholder bythat atis ~~least~~an ~~500~~individual, ~~persons~~trust ator ~~all~~estate ~~times~~and ~~during a taxable year, or~~ (ii) ~~being~~Unitholder ~~treated as regularly traded on an established securities market. However, we cannot assure investors~~ that weis ~~will~~a bepass-through ~~treated~~entity asin awhich ~~publicly~~one ~~offered~~or ~~regulated~~more ~~investment~~of ~~company~~its ~~for~~partners, ~~all~~stockholders, ~~years.~~beneficiaries, Ifparticipants, weor ~~are~~other ~~not~~interest ~~treated~~holders asis a ~~publicly~~pass-through ~~offered~~entity ~~regulated~~or ~~investment~~a ~~company for any calendar year, each~~ U.S. Unitholder that is an individual, trust or estate (each of (a) and (b), an “affected Unitholder”), will be treated as having received a “deemed” dividend from us in the amount of such ~~U.S.~~ Unitholder’s allocable share of the management and incentive fees paid to our Investment Adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such ~~U.S.~~affected Unitholder. Miscellaneous itemized deductions of a U.S. Unitholder that is an individual, trust or estate are disallowed for tax years beginning before January 1, 2026 and thereafter generally are (i) deductible by such U.S. Unitholders only to the extent that the aggregate of such U.S. Unitholder’s miscellaneous itemized deductions exceeds 2% of such U.S. Unitholder’s adjusted gross income for U.S. federal income tax purposes, (ii) not deductible for purposes of the alternative minimum tax, and (iii) subject to the overall limitation on itemized deductions under the Code.

Non-U.S. Unitholders may be subject to withholding of U.S. federal income tax on dividends paid by us.

Distributions of our “investment company taxable income” to a non-U.S. Unitholder that are not effectively connected with the non-U.S. Unitholder’s conduct of a trade or business within the United States will generally be subject to withholding of U.S. federal income tax at a 30% rate (or lower rate provided by an applicable income tax treaty) to the extent paid out of our current or accumulated earnings and profits.

Certain properly reported distributions are generally exempt from withholding of U.S. federal income tax where they are paid in respect of our (i) “qualified net interest income” (generally, our U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we or the non-U.S. Unitholder are at least a 10% equity holder, reduced by expenses that are allocable to such income) or (ii) “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our net long-term capital loss for such taxable year), and certain other requirements are satisfied.

NO ASSURANCE CAN BE GIVEN AS TO WHETHER ANY OF OUR DISTRIBUTIONS WILL BE ELIGIBLE FOR THIS EXEMPTION FROM WITHHOLDING OF U.S. FEDERAL INCOME TAX. IN PARTICULAR, THIS EXEMPTION WILL NOT APPLY TO OUR DISTRIBUTIONS PAID IN RESPECT OF OUR NON-U.S. SOURCE INTEREST INCOME OR OUR DIVIDEND INCOME (OR ANY OTHER TYPE OF INCOME OTHER THAN GENERALLY OUR NON-CONTINGENT U.S.-SOURCE INTEREST INCOME RECEIVED FROM UNRELATED OBLIGORS AND OUR QUALIFIED SHORT-TERM CAPITAL GAINS). IN THE CASE OF UNITS HELD THROUGH AN INTERMEDIARY, THE INTERMEDIARY MAY WITHHOLD U.S. FEDERAL INCOME TAX EVEN IF WE REPORT THE PAYMENT AS QUALIFIED NET INTEREST INCOME OR QUALIFIED SHORT-TERM CAPITAL GAIN. BECAUSE THE UNITS WILL BE SUBJECT TO SIGNIFICANT TRANSFER RESTRICTIONS, AND AN INVESTMENT IN UNITS WILL GENERALLY BE ILLIQUID, NON-U.S. UNITHOLDERS WHOSE DISTRIBUTIONS ON UNITS 54

51NO ASSURANCE CAN BE GIVEN AS TO WHETHER ANY OF OUR DISTRIBUTIONS WILL BE ELIGIBLE FOR THIS EXEMPTION FROM WITHHOLDING OF U.S. FEDERAL INCOME TAX. IN PARTICULAR, THIS EXEMPTION WILL NOT APPLY TO OUR DISTRIBUTIONS PAID IN RESPECT OF OUR NON-U.S. SOURCE INTEREST INCOME OR OUR DIVIDEND INCOME (OR ANY OTHER TYPE OF INCOME OTHER THAN GENERALLY OUR NON-CONTINGENT U.S.-SOURCE INTEREST INCOME RECEIVED FROM UNRELATED OBLIGORS AND OUR QUALIFIED SHORT-TERM CAPITAL GAINS). IN THE CASE OF UNITS HELD THROUGH AN INTERMEDIARY, THE INTERMEDIARY MAY WITHHOLD U.S. FEDERAL INCOME TAX EVEN IF WE REPORT THE PAYMENT AS QUALIFIED NET INTEREST INCOME OR QUALIFIED SHORT-TERM CAPITAL GAIN. BECAUSE THE UNITS WILL BE SUBJECT TO SIGNIFICANT TRANSFER RESTRICTIONS, AND AN INVESTMENT IN UNITS WILL GENERALLY BE ILLIQUID, NON-U.S. UNITHOLDERS WHOSE DISTRIBUTIONS ON UNITS ARE SUBJECT TO WITHHOLDING OF U.S. FEDERAL INCOME TAX MAY NOT BE ABLE TO TRANSFER THEIR UNITS EASILY OR QUICKLY OR AT ALL.

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ARE SUBJECT TO WITHHOLDING OF U.S. FEDERAL INCOME TAX MAY NOT BE ABLE TO TRANSFER THEIR UNITS EASILY OR QUICKLY OR AT ALL.

To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

•

The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID and PIK instruments generally represent a significantly higher credit risk than coupon loans.

•

Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

•

OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash distributions.

•

For accounting purposes, any cash distributions to securityholders representing OID and PIK income are not treated as coming from paid-in capital, even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income could be paid out of amounts invested by our Unitholders, the Investment Company Act does not require that Unitholders be given notice of this fact by reporting it as a return of capital.

In addition, investments in PIK and OID instruments may provide certain benefits to the Investment Adviser, including increasing management fees and incentive fees prior to the receipt of cash with respect to accrued interest payments.

The Units are limited in their transferability; we may repurchase or force a sale of a Unitholder’s Units.

Unitholders are not permitted to transfer their Units, including a transfer of solely an economic interest, without our prior written consent. While we expect not to unreasonably withhold our prior written consent to transfers by Unitholders, adverse tax consequences for certain of our U.S. holders may arise if we have fewer than 500 beneficial owners of our capital securities. Accordingly, we expect to withhold our consent if any such transfer would or may result in us having fewer than 550 beneficial owners of our capital securities. Additionally, we expect to withhold our consent if any such transfer would (i) be prohibited by or trigger a prepayment under our debt or other credit facilities, (ii) result in a violation of applicable securities law, (iii) result in us no longer being eligible to be treated as a RIC, (iv) result in us being subject to additional regulatory or compliance requirements imposed by laws other than the Exchange Act or the Investment Company Act, or (v) result in our assets becoming “plan assets” of any ERISA Member within the meaning of the Plan Assets Regulation (the regulation concerning the definition of “plan assets” under ERISA adopted by the United States Department of Labor and codified in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA). Finally, Units may be transferred only in transactions that are exempt from registration under the Securities Act and the applicable securities laws of other jurisdictions, and therefore investors will be subject to restrictions on resale and transfer associated with securities sold pursuant to Regulation D, Regulation S and other exemptions from registration under the Securities Act.

Any transfer of Units in violation of these provisions will be void, and any intended recipient of the Units will acquire no rights in such Units and will not be treated as a Unitholder for any purpose. Prospective investors in us should not invest in us unless they are prepared to retain their Units until we liquidate.

Under the terms of the LLC Agreement, in the event any person is or becomes the owner of Units, and such ownership would result in a violation of any of the above provisions, we may, and each Unitholder has agreed and acknowledged that we have the power to, cause us to repurchase the Units of such person, or require such person to transfer their Units to another person; provided, any such repurchase will be conducted in accordance with the terms of the LLC Agreement and Section 23 of the Investment Company Act and applicable rules thereunder.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

Cyber Risk Management and Strategy

As a part of the overall risk management system for the Company, processes are in place to assess, identify and manage material risks from cybersecurity threats. The Investment Adviser manages the Company’s day-to-day operations and has implemented a cybersecurity policy that applies to the Company and its operations. With respect to cybersecurity, the Company and the Investment Adviser rely on the systems of Goldman Sachs, its third-party service providers and the Company’s service providers.

Goldman Sachs’ cybersecurity risk management processes are integrated into its overall risk management processes. Goldman Sachs has established an Information Security and Cybersecurity Program (the “Cybersecurity Program”), administered by Technology Risk within its Engineering organization, and overseen by its chief information security officer. This program is designed to identify, assess, document and mitigate threats, establish and evaluate compliance with information security mandates, adopt and apply our security control framework, and prevent, detect and respond to security incidents. The Cybersecurity Program is periodically reviewed and modified to respond to changing threats and conditions. A dedicated Operational Risk team, which reports to the chief risk officer of Goldman Sachs, provides oversight and challenge of the Cybersecurity Program, independent of Technology Risk, and assesses the operating effectiveness of the program against industry standard frameworks and risk appetite-approved operational risk limits and thresholds.

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~~Table~~Engineering organization, and overseen by its chief information security officer. This program is designed to identify, assess, document and mitigate threats, establish and evaluate compliance with information security mandates, adopt and apply our security control framework, and prevent, detect and respond to security incidents. The Cybersecurity Program is periodically reviewed and modified to respond to changing threats and conditions. A dedicated Operational Risk team, which reports to the chief risk officer of ~~Contents~~Goldman Sachs, provides oversight and challenge of the Cybersecurity Program, independent of Technology Risk, and assesses the operating effectiveness of the program against industry standard frameworks and risk appetite-approved operational risk limits and thresholds.

Goldman Sachs’ process for managing cybersecurity risk includes the critical components of its risk management framework, as well as the following:

•

Training and education, to enable Goldman Sachs employees to recognize information and cybersecurity concerns and respond accordingly;

•

Identity and access management, including entitlement management and production access;

•

Application and software security, including software change management, open source software, and backup and restoration;

•

Infrastructure security, including monitoring our network for known vulnerabilities and signs of unauthorized attempts to access our data and systems;

•

Mobile security, ~~including~~through the use of mobile applications;

•

Data security, including cryptography and encryption, database security, data erasure and media disposal;

•

Cloud computing, including governance and security of cloud applications, and software-as-a-service data;

•

Onboarding protocols;

•

Technology operations, including change management, incident management, capacity and resilience; and

•

Third-party risk management, including vendor management and governance, and cybersecurity and business resiliency ondiligence in vendor assessments.

In conjunction with third-party vendors and consultants, Goldman Sachs performs risk assessments to gauge the performance of the Cybersecurity Program, to estimate its risk profile and to assess compliance with relevant regulatory requirements. Goldman Sachs performs periodic assessments of control efficacy through its internal risk and control self-assessment process, as well as a variety of external technical assessments, including external penetration tests and “red team” engagements where third parties test its defenses. The results of these risk assessments, together with control performance findings, are used to establish priorities, allocate resources, and identify and improve controls. Goldman Sachs uses third parties, such as outside forensics firms, to augment its cyber incident response capabilities. Goldman Sachs and its third-party service providers have a vendor management program that documents a risk-based framework for managing third-party vendor relationships (including those of the Company). Information security risk management is built into our vendor management process, which covers vendor selection, onboarding, performance monitoring and risk management.

Cyber Risk Governance

The Board provides strategic oversight on cybersecurity matters generally, including oversight of material risks associated with cybersecurity threats. The Board receives periodic reports and updates from Goldman Sachs which generally include the overall state of the Cybersecurity Program, the current cybersecurity threat landscape, material risks from cybersecurity threats, cybersecurity incidents, risk management policies and/or risk assessment initiatives.

Assessment of Cybersecurity Risk

The potential impact of risks from cybersecurity threats are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are evaluated. However, despite these efforts, we cannot eliminate all cybersecurity risks or provide assurance that we have not had occurrences of undetected cybersecurity incidents. During the reporting period, the Company did not identify any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.

ITEM 2. PROPERTIES.

We maintain our principal executive office at 200 West Street, New York, New York 10282. We do not own any real estate.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may be a party to certain legal proceedings, 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 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is currently no public market for the Units, and we do not expect one to develop in the future.

Unitholders

As of March 54, ~~2024~~2025, there were approximately ~~1,002~~two holders of record of our Units.

Sales of Unregistered Securities

The ~~Company~~following ~~did~~table ~~not~~summarizes ~~issue~~the atotal ~~capital~~Units ~~drawdown~~issued ~~for~~and ~~the~~proceeds ~~years~~received ~~ended~~related ~~December~~to ~~31,~~unregistered ~~2023~~sales ~~and~~of ~~2022~~our Units.


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
December 20, 2024		124,735	$	3.00
Total Capital drawdowns		124,735	$	3.00

We did not issue a capital drawdown for the year ended December 31, 2023.

Each purchaser of Units 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 Units sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the Units purchased by it for investment and not for resale or distribution. We do not engage in general solicitation or advertising and do not offer securities to the public, in connection with such issuances and sales.

In addition, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of approximately $22.12 per Unit at the effective time of the Merger. Additionally, at the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver, to us, in exchange for 8,394,088 Units at a price of $24.05 per Unit, for aggregate total proceeds in the amount of approximately $201.9 million.

Each of the issuances and sales of the Units above was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S under the Securities Act.

Because the Units were acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Units may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent is granted and (ii) the Units are registered under applicable securities laws or specifically exempted from registration (in which case the Unitholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the Units until we are liquidated. No sale, transfer, assignment, pledge or other disposition of Units, whether voluntary or involuntary, may be made except by registration of the transfer on our books. Each transferee will be required to execute our LLC Agreement pursuant to which they will agree to be bound by these restrictions and the other restrictions imposed on the Units.

Distributions

Subject to the requirements of Section 852(a) of the Code, and the terms of any indebtedness or Preferred Units, we intend to (i) distribute to Unitholders, pro rata based on the number of Units held by each Unitholder, before the end of each taxable year, or in certain cases, during the following taxable year, net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments), except to the extent such proceeds from repayment or disposition are retained to pay, and/or establish reserves for, ~~reinvestment~~our ~~prior~~actual toor anticipated expenses, liabilities, including the ~~termination~~payment or repayment of indebtedness for borrowed money (including through the ~~investment~~issuance ~~period~~of innotes ~~accordance~~and ~~with~~other ~~“—Recycling”~~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) distribute quarterly investment income (i.e. proceeds received in respect of interest payments, dividends or fees as opposed to proceeds received in connection with the disposition or repayment of an Investment) commencing with the quarter ended December 31, 2016, and (iii) distribute substantially all of our investment company taxable income and net capital gain for each taxable year in order to maintain our ~~status~~qualification for tax treatment as a RIC.

Depending upon the level of taxable income ~~and net capital gain~~ earned in a year, we may choose to ~~retain certain net capital gain for reinvestment and~~ carry forward taxable income for distribution in the following year and pay any applicable tax. Distributions to Unitholders will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which we invest (including any corporate, state, local, non-U.S. and withholding taxes).

No distribution shall be made to a Unitholder to the extent not permitted under applicable law. Although we do not intend to do so, we have the ability to declare a portion of a dividend in Units.

The following tables summarize the distributions declared on our Units:

Date Declared	Record Date	Payment Date	Amount Per Unit
For the Year Ended December 31, 2024
February 27, 2024	April 2, 2024	May 8, 2024	$	2.11	(1)
May 1, 2024	July 2, 2024	August 5, 2024	$	9.00	(1)
August 8, 2024	October 2, 2024	November 4, 2024	$	0.62	(1)
November 7, 2024	December 31, 2024	January 30, 2025	$	0.36
For the Year Ended December 31, 2023
August 1, 2023	August 1, 2023	August 15, 2023	$	2.06
November 8, 2023	November 9, 2023	November 20, 2023	$	1.40
November 1, 2023	December 29, 2023	January 31, 2024	$	1.27
For the Year Ended December 31, 2022
February 3, 2022	February 3, 2022	February 17, 2022	$	8.89	(1)
May 11, 2022	May 11, 2022	May 31, 2022	$	6.08	(2)

(1)

$4.65 is considered return of capital distribution.

Return of capital distribution.

Recycling

Subject to the requirements of Section 852(a) of the Code and the terms of any indebtedness or Preferred Units, proceeds realized by us from the sale or repayment of any investment (as opposed to investment income) during the investment period (but not in excess of the cost of any such investment) may be retained and reinvested by us; provided that such additional amounts reinvested shall not, in the aggregate, exceed our total Unitholder Commitments. Any amounts so reinvested will not reduce a Unitholder’s undrawn Commitment.

To the extent that we retain net capital gains for reinvestment or carry forward taxable income for distribution in the following year, there may be certain tax consequences to us and our Unitholders.

ITEM 6. [RESERVED]

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ITEM 7. 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. On December 17, 2024, we completed our previously announced acquisition by the Buyer, pursuant to the Merger Agreement, by and among us, the Buyer, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer. In connection with the Merger, our name was changed to Silver Capital Holdings LLC. References to “we,” “us,” “our,” and the “Company,” mean ~~Goldman~~Silver ~~Sachs~~Capital ~~Private~~Holdings ~~Middle Market Credit~~ LLC or Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section ~~refers~~refer 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 ~~that has been~~ 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 as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through December 31, ~~2023~~2024, we originated approximately $2.3334 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We ~~have~~seek ~~sought to~~ generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

During our investment period, we sought to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. 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 $200 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. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to other assets, private 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, we could not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that were not private middle-market credit obligations and related instruments. To the extent we determined to invest indirectly in private middle-market credit obligations and related instruments, we would invest through certain synthetic instruments, including derivatives that had similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our unitholders (the "Unitholders") at least 60 days prior to any change to the 80% investment policy described above.

55We have also originated “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

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holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Risks Relating to Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages”.”

~~Replacement~~The ofMerger ~~Interbank~~with ~~Offered~~Silver ~~Rates~~Merger ~~(IBORs)~~Sub ~~Including~~LLC ~~the~~and ~~London~~In-Kind ~~Interbank Offered Rate (“LIBOR”):~~Contribution

On ~~July~~December 117, ~~2023~~2024, ~~the~~we ~~publication~~completed ofour ~~all~~previously ~~LIBOR~~announced ~~settings~~acquisition asby ~~representative~~Pantheon ~~rates~~Silver ~~ceased.~~Holdings ~~The~~LLC, ~~Financial~~a ~~Conduct~~Delaware ~~Authority~~limited ~~has~~liability ~~allowed~~company (“Buyer”), pursuant to the ~~publication~~Agreement and ~~use~~Plan of ~~synthetic~~Merger, ~~rates~~dated ~~for~~October ~~certain~~31, ~~U.S.~~2024 ~~dollar~~ (the “~~USD~~Merger Agreement”), ~~LIBOR~~by ~~settings~~and inamong ~~legal~~us, ~~USD~~the ~~LIBOR-based~~Buyer, ~~contracts~~and ~~through~~Silver ~~September~~Merger ~~2024.~~Sub ~~Since January 1~~LLC, ~~2022,~~a ~~our~~wholly ~~new~~owned ~~investments~~subsidiary ~~have~~of ~~generally~~the ~~been~~Buyer ~~indexed~~(“Merger ~~to SOFR~~Sub”). AsPursuant ofto ~~December~~the ~~31,~~Merger ~~2023~~Agreement, weMerger ~~have~~Sub ~~facilitated~~was anmerged ~~orderly~~with ~~transition~~us, ofwith ~~our~~us ~~investments~~surviving ~~and our Revolving Credit Facility (~~as ~~defined~~a ~~below)~~wholly toowned ~~SOFR~~subsidiary orof tothe ~~alternative~~Buyer ~~risk-free~~(the ~~reference rates~~“Merger”).

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding common unit (a “Unit”), other than our Units held by us or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Unit. In addition, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of $22.12 per Unit.

In-Kind Contribution

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver LLC, a Delaware limited liability company (“Pantheon Silver”), to us in exchange for 8,394,088 Units at a price of $24.05 per Unit (the “In-Kind Contribution”). Also on December 17, 2024, following the effective time of the Merger and after giving effect to the In-Kind Contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, our wholly-owned subsidiary, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as our wholly-owned. For more information about the In-Kind Contribution, see Note 13 “The Merger and In-Kind Contribution” to our consolidated financial statements included in this report.

For more information about the Merger, see Note 13 “The Merger and In-Kind Contribution” to our consolidated financial statements included in this report.

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 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”) income. 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 (collectively with the Company, 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.

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.

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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. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses (including among other things, participation related expenses)) will not exceed an amount equal to $4,250,000 (formerly 0.5% of the aggregate amount of commitments ~~to us by holders of common units of our limited liability company interests (“Units”~~);, provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:

•

our operational and organizational 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~~relating to, or associated with, 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 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 and/or sub-transfer agent;

•

the cost of preparing unit certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our Units;

•

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

•

the fees and expenses of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act affiliated with our Investment Adviser;

•

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

•

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

•

costs of holding Unitholder meetings;

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

insurance premiums; and

•

costs of holding Unitholder meetings; 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.

Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of our Units., including, but not limited to, all costs and expenses associated with the preparation and distribution of an offering memorandum, a subscription agreement, if applicable, a registration statement or an equity holder application form or any other offering or disclosure document required by applicable law.

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

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Leverage

~~The~~We ~~revolving~~may ~~credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the "JPM Revolving Credit Facility"), 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 Unitholders. 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). Our revolving credit facility with JPMorgan Chase Bank, National Association (the "JPM Revolving Credit Facility") was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of December 31, ~~2023~~2024, there was $293.13 million in outstanding principal under the JPM Term Loan Facility. As of December 31, 2024 and December 31, ~~2022~~2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities ~~(which includes the JPM Revolving Credit Facility)~~ was ~~726~~219% and ~~373~~726%. 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 ~~the Company~~us, an offer to repurchase shares held by the BDC’s ~~stockholders~~shareholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if ~~shareholders~~stockholders approve a proposal to do so. If a BDC receives ~~shareholder~~stockholder 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. 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. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the "Board of Directors" or the "Board") of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

	As of
	December 31, 2023				December 31, 2022
	December 31, 2024				December 31, 2023
	AmortizedCost		FairValue		AmortizedCost		FairValue
	($ in millions)
First Lien/Senior Secured Debt	$	~~337~~474.5888	$	~~322~~419.4299	$	~~321~~337.4058	$	~~312~~322.3642
First Lien/Last-Out Unitranche		67144.2313		64142.8422		8167.0523		64.3284
Second Lien/Senior Secured Debt		6220.2347		5216.7594		~~179~~62.1323		~~123~~52.1275
Unsecured Debt		1913.1853		~~19.34~~—		719.1618		719.0034
Preferred Stock		64.3383		~~3.09~~—		126.3433		53.3009
Common Stock		64.4959		53.8835		86.7549		85.8288
Warrants		1.3423		~~0.08~~—		1.34		0.0908
Total investments	$	~~500~~663.3866	$	~~468~~582.4050	$	~~611~~500.1738	$	~~521~~468.0140

The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:

	As of
	December 31, 2023						December 31, 2022
	December 31, 2024						December 31, 2023
	AmortizedCost			Fair Value			AmortizedCost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		1210.80	%		1521.75	%		1112.68	%		1315.17	%
First Lien/Last-Out Unitranche(2)(3)		1312.20			1513.0			1013.32			15.60
Second Lien/Senior Secured Debt(2)		1211.70			1411.70			1012.07			1814.37
Unsecured Debt(2)		~~15.2~~—			~~15.9~~—			1315.42			1615.19
Preferred Stock(4)		—			—			—			—
Common Stock(4)		—			—			—			—
Warrants(4)		—			—			—			—
Total Portfolio		1210.61	%		1519.20	%		1012.6	%		1415.32	%

(1)

The weighted average yield of our portfolio does not represent the total return to our Unitholders.

(2)

(3)

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

(4)

58The decrease in total portfolio yield at cost was primarily driven by Lithium Technologies, Inc. and Wine.com being placed on non-accrual status. The increase in total portfolio yield at fair value was primarily driven by the financial underperformance of Streamland Midco LLC (formerly known as Picture Head Midco LLC). Within First Lien/Senior Secured Debt, the decrease in weighted average yield at cost was primarily driven by placing Lithium Technologies, Inc. on non-accrual status and the increase in weighted average yield at fair value was primarily driven by financial underperformance of Streamland Midco LLC (formerly known as Picture Head Midco LLC). Within First Lien/Last-Out Unitranche, the decrease in weighted average yield at cost and fair value were due to a decline in interest rates and portfolio composition changes in connection with the Merger and In-Kind Contribution. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at cost and fair value were primarily driven by the exit of Genesis Acquisition Co. and Recipe Acquisition Corp. (dba Roland Foods). Within Unsecured Debt, the decrease in weighted average yield at cost and fair value was primarily driven by the sale of Zodiac Intermediate, LLC (dba Zipari), a first lien debt investment, to mPulse Mobile, Inc. (dba Zipari Inc.), a non-income producing security.

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As of December 31, 2023, the total portfolio weighted average yield measured at amortized cost and fair value was 12.6% and 15.2%, as compared to 10.6% and 14.3% as of December 31, 2022. The increase in the weighted average yield at amortized cost of the total portfolio and First Lien/Senior Secured Debt was primarily driven by rising interest rates. Within First Lien/Senior Secured Debt, the increase in weighted average yield at fair value was driven by financial underperformance. Within First Lien/Last-Out Unitrache, the increase in weighted average yield at amortized cost was primarily driven by the exit of a non-accrual position, Vantage Mobility International, LLC. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at amortized cost was primarily driven by the exit of a non-accrual position, National Spine and Pain Centers, LLC, and the decrease in weighted average yield at fair value was primarily driven by the recapitalization of Zep Inc. Within Unsecured Debt, the increase in weighted average yield at amortized cost was primarily driven by the recapitalization of our investment in Wine.com.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

	As of
	December 31,2023				December 31,2022
	December 31,2024				December 31,2023
Number of portfolio companies			1932				2519
Percentage of performing debt bearing a floating rate(1)			98100.30	%			9798.43	%
Percentage of performing debt bearing a fixed rate(1)(2)			~~1.7~~—	%			21.67	%
Weighted average leverage (net debt/EBITDA)(3)		65.5x9x				6.3x5x
Weighted average interest coverage(3)		1.3x9x				1.5x3x
Median EBITDA(3)	$	6138.9200 million			$	6361.8892 million

(1)

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

(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.

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 December 31, ~~2023~~2024 and December 31, ~~2022~~2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 2520.21% and 2625.2%, of total debt investments at fair value.

Our Investment Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (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. 63

Our Investment Adviser monitors on an ongoing basis the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (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.

•

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;

•

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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 each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 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 investments in money market funds, if any) on the 1 to 4 grading scale:

	As of
	December 31, 2023					December 31, 2022
	December 31, 2024					December 31, 2023
Investment Performance Rating	Fair Value		Percentage ofTotal			Fair Value		Percentage ofTotal
	(in millions)					(in millions)
Grade 1	$	~~24.75~~—		~~5.3~~—	%	$	—24.75		—5.3	%
Grade 2		~~308~~502.8037		6586.92			~~481~~308.7180		9265.59
Grade 3		~~131~~51.0170		288.09			36131.6301		728.0
Grade 4		328.8443		04.89			23.6784		0.58
Total Investments	$	~~468~~582.4050		100.0	%	$	~~521~~468.0140		100.0	%

The ~~increase~~decrease in investments with a ~~grade~~Grade 1 investment performance rating was ~~primarily~~ driven by the exit of an investment with an aggregate fair value of $24.75 million. ~~being~~The ~~upgraded~~increase ~~from~~in investments with a ~~grade~~Grade 2 investment performance rating ~~due~~was toprimarily driven by the In-Kind Contribution of investments with an aggregate fair value of $362.87 million with a ~~potential~~Grade ~~exit~~2 investment performance rating. The decrease in investments with a ~~grade~~Grade 23 investment performance rating was primarily driven by investments with an aggregate fair value of $22.61 million being downgraded to a Grade 4 investment performance rating, due to financial underperformance and the exit of investments with an aggregate fair value of $7921.9055 million ~~during~~for the year ended December 31, 2024. The increase in ~~the~~ investments with a ~~grade~~Grade 34 investment performance rating was primarily driven by investments with an aggregate fair value of $7922.6261 million being downgraded from a ~~grade~~Grade 23 investment performance rating due to financial underperformance.

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

	As of
	December 31, 2023					December 31, 2022
	December 31, 2024					December 31, 2023
	AmortizedCost		Percentage ofTotal			AmortizedCost		Percentage ofTotal
	(in millions)					(in millions)
Performing	$	~~486~~574.9760		9786.36	%	$	~~556~~486.0697		9197.03	%
Non-accrual		1389.4106		213.74			5513.1141		92.07
Total Investments	$	~~500~~663.3866		100.0	%	$	~~611~~500.1738		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.

60The following table shows our investment activity by investment type(1)(2):

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	For the Years Ended December 31,
	2024			2023
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	4.07		$	34.88
Second Lien/Senior Secured Debt		1.92			—
Total	$	5.99		$	34.88
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	146.25		$	2.60
First Lien/Last-Out Unitranche		0.21			0.14
Second Lien/Senior Secured Debt		44.87			95.91
Unsecured Debt		8.87			—
Preferred Stock		3.65			—
Common Stock		2.51			5.29
Total	$	206.36		$	103.94
Net increase (decrease) in portfolio	$	(200.37	)	$	(69.06	)
Number of existing portfolio companies with new investment commitments		3			1
Total new investment commitment amount in existing portfolio companies	$	5.99		$	34.88
Weighted average remaining term for new investment commitments (in years)(3)		1.2			4.8
Percentage of new debt investment commitments at cost for floating interest rates		100.0	%		100.0	%
Percentage of new debt investment commitments at cost for fixed interest rates		0.0	%		0.0	%
Weighted average yield on new debt and income producing investment commitments(4)		12.6	%		9.4	%
Weighted average yield on new investment commitments(5)		12.6	%		9.4	%
Weighted average yield on debt and income producing investments sold or repaid(6)		15.7	%		13.3	%
Weighted average yield on investments sold or repaid(7)		15.2	%		12.7	%

(1)

~~The~~New ~~following~~investment ~~table~~commitments ~~shows~~are ~~our~~shown ~~investment~~net ~~activity~~of bycapitalized ~~investment~~fees, ~~type~~expenses and original issue discount (1“OID”): that occurred at the initial closing. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(2)

	For the Years Ended December 31,
	2023			2022
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	34.88		$	9.00
First Lien/Last-Out Unitranche		—			—
Second Lien/Senior Secured Debt		—			—
Preferred Stock		—			—
Total	$	34.88		$	9.00
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	2.60		$	140.52
First Lien/Last-Out Unitranche		0.14			55.36
Second Lien/Senior Secured Debt		95.91			30.80
Common Stock		5.29			—
Total	$	103.94		$	226.68
Net (decrease) in portfolio	$	(69.06	)	$	(217.68	)
Number of existing portfolio companies with new investment commitments		1			1
Total new investment commitment amount in existing portfolio companies	$	34.88		$	9.00
Weighted average remaining term for new investment commitments (in years)(2)		4.8			1.9
Percentage of new debt investment commitments at cost for floating interest rates		100.0	%		0.0	%
Percentage of new debt investment commitments at cost for fixed interest rates		0.0	%		100.0	%
Weighted average yield on new debt and income producing investment commitments(3)		9.4	%		13.8	%
Weighted average yield on new investment commitments(4)		9.4	%		13.8	%
Weighted average yield on debt and income producing investments sold or repaid(5)		13.3	%		8.3	%
Weighted average yield on investments sold or repaid(6)		12.7	%		8.3	%

In December 2024, in connection with the In-Kind Contribution, investments of $363.20 million at fair value and unfunded loan commitments totaling $30.05 million were contributed. The investments contributed consisted of 53 investments in 21 portfolio companies. As of December 31, 2024, the senior secured loans contributed had a weighted average yield at amortized cost and fair value of 11.1% and 11.1%. The impact of this transaction is excluded from the information presented in the table. For additional information, see Note 13 “The Merger and In-Kind Contribution” in our consolidated financial statements included in this report.

(3)

New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

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

(4)

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 on non-accrual status. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(5)

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 status 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.

(6)

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 on non-accrual status.

(7)

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 status 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.

RESULTS OF OPERATIONS

The comparison for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended December 31, ~~2022~~2023.

Our operating results were as follows:

	For the Years Ended December 31,
	2023			2022
	2024			2023
	($ in millions)
Total investment income	$	~~70.~~48.56		$	6870.8148
Net expenses		271.6642			1727.66
Net investment income		4247.8214			5142.1582
Net realized gain (loss) on investments		(4813.0989	)		(1248.5509	)
Net unrealized appreciation (depreciation) on investments		58(48.1806	)		~~(61~~58.8918	)
Net realized and unrealized gain (losses) on forward contracts, translations and transactions		(01.8409	)		1(0.3184	)
Income tax (provision) benefit, realized and unrealized gain/loss		0.2318			(0.0123	)
Net increase (decrease) in Members’ Capital from operations	$	52(13.3054	)	$	~~(21~~52.9930	)

Net increase (decrease) in members’ capital 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 in the investment portfolio.

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Investment Income

Our investment income was as follows:

	For the Years Ended December 31,
	2023		2022
	2024		2023
	($ in millions)
Interest	$	6235.2799	$	62.8827
Payment-in-kind		59.1774		35.9517
Dividend income		2.8349		12.2083
Other income		0.2134		0.7821
Total investment income	$	~~70.~~48.56	$	6870.8148

In the table above:

•

~~PIK~~Interest income from investments, ~~increased~~which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $362.9527 million for the year ended December 31, ~~2022~~2023 to $535.1799 million for the year ended December 31, ~~2023~~2024, primarily due to ~~the~~a ~~increase~~decrease in the ~~number~~size of ~~investments~~our ~~earning~~portfolio ~~PIK~~prior ~~income~~to the In-Kind contribution.

•

~~Dividend~~PIK income from investments increased from $15.2017 million for the year ended December 31, ~~2022~~2023 to $29.8374 million for the year ended December 31, ~~2023~~2024, primarily due to anthe increase in the ~~yield~~number onof ~~our~~investments ~~investment~~earning inPIK ~~Goldman Sachs Financial Square Government Fund-Institutional Shares in 2023~~income.

Expenses

Our expenses were as follows:

	For the Years Ended December 31,
	2023			2022
	2024			2023
	($ in millions)
Interest and other debt expenses	$	92.8556		$	129.3885
Management fees		65.1712			6.8517
Incentive fees		9(11.2371	)		(39.8823	)
Professional fees		1.1211			01.8312
Directors’ fees		0.21			0.21
Administration and custodian fees		0.51			0.57
Other general and administrative expenses		1.08			1.27
Directors’ fees		0.20			0.21
Total expenses	$	27.66		$	17.66
Other general and administrative expenses		0.99			0.51
Transaction Costs		2.64			—
Total expenses	$	1.42		$	27.66

In the table above:

•

Interest and other debt expenses decreased from $129.3885 million for the year ended December 31, ~~2022~~2023 to $92.8556 million for the year ended December 31, ~~2023~~2024. The decrease was primarily driven by the ~~decrease~~repayments inon ~~average~~our ~~daily borrowings of the~~ JPM Revolving Credit Facility, aswhich ~~the~~was ~~Company~~fully ~~continues~~repaid toon ~~winddown~~May 8, 2024 and terminated effective May 31, 2024.

•

Incentive ~~Fees~~fees ~~increased~~decreased from $(39.~~88)~~23 million for the year ended December 31, ~~2022~~2023 to $9(11.2371) million for the year ended December 31, ~~2023~~2024. ~~This~~The decrease was primarily driven by the ~~increase~~discount ofgiven ~~our~~to ~~results~~the ofBuyer ~~operations~~for ~~from~~our ~~($25.88)~~investments ~~million~~acquired in ~~2022~~connection towith ~~$61.53~~the ~~million in 2023~~Merger.

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 Years Ended December 31,
	2023			2022
	2024			2023
	(in millions)
Yasso, Inc.	$	3.93		$	—
Recipe Acquisition Corp. (dba Roland Foods)	$	2.06		$	—
Other, net		(0.70	)		(0.33	)
Other, net(1)		0.60			(0.70	)
Vantage Mobility International, LLC		(22.23	)		—
Diligent Corporation		(1.97	)		—
National Spine and Pain Centers, LLC		(29.09	)		—
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)		(14.58	)		—
Wrike, Inc.		—			0.31
Yasso, Inc.		—			3.93
Chase Industries, Inc. (dba Senneca Holdings)		—			(12.53	)
Vantage Mobility International, LLC		—			(22.23	)
Net realized gain (loss)	$	(48.09	)	$	(12.55	)
National Spine and Pain Centers, LLC		—			(29.09	)
Net realized gain (loss)	$	(13.89	)	$	(48.09	)

~~For~~(1) Amount ~~the~~rounds ~~year~~to ~~ended~~less ~~December~~than 31, 2023, net realized losses were primarily driven by the exit of our investments in two portfolio companies. In February 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $290.~~09 million~~01. In December 2023, we fully exited our first lien debt investment, first lien last-out unitranche, common stock and preferred stock investments in Vantage Mobility International, LLC, which resulted in a realized loss of $22.23 million.

62For the year ended December 31, 2024, net realized losses were primarily driven by the exit of all of our investments in Hollander Intermediate LLC (dba Bedding Acquisition, LLC), which resulted in a realized loss of $14.58 million, partially offset by the realized gain of $2.06 million on the exit of all our investments in Recipe Acquisition Corp. (dba Roland Foods).

~~Table~~For the year ended December 31, 2023, net realized losses were primarily driven by the exit of ~~Contents~~our investments in two portfolio companies. In February 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $29.09 million. In December 2023, we fully exited our first lien debt investment, first lien/last-out unitranche, common stock and preferred stock investments in Vantage Mobility International, LLC, which resulted in a realized loss of $22.23 million.

For the year ended December 31, 2022, net realized losses were primarily driven by an amendment to one of our second lien debt investments in Chase Industries, Inc. (dba Senneca Holdings) to a non-income producing debt investment resulting in realized loss of $12.53 million.

Any changes in fair value are recorded as a 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 consisted of the following:

	For the Years Ended December 31,
	2023			2022
	2024			2023
	($ in millions)
Unrealized appreciation	$	7114.0415		$	1471.7604
Unrealized depreciation		(1262.8621	)		(7612.6586	)
Net change in unrealized appreciation (depreciation) on investments	$	58(48.1806	)	$	~~(61~~58.8918	)

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

	For the Year EndedDecember 31, 2023
	For the Year EndedDecember 31, 2024
	($ in millions)
Portfolio Company:
National Spine and Pain Centers, LLC		29.15
Chase Industries, Inc. (dba Senneca Holdings)	$	4.02
Vantage Mobility International, LLC		20.49
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)		2.86
Zep Inc.		13.59
CorePower Yoga LLC		2.23
Other, net(1)		31.4928
Odyssey Logistics & Technology Corporation		2.01
Wine.com, LLC		1.17
Spectrum Plastics Group, Inc.		0.98
Acuity Specialty Products, Inc. (dba Zep Inc.)		1.66
Yasso, Inc.		(1.08	)
SPay, Inc. (dba Stack Sports)		(0.94	)
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)		(1.90	)
Recipe Acquisition Corp. (dba Roland Foods)		(1.48	)
Lithium Technologies, Inc.		(1.92	)
Streamland Media Midco LLC(2)		(9.35	)
Acuity Specialty Products, Inc. (dba Zep Inc.)		(2.01	)
Wine.com, Inc.		(11.72	)
Wine.com, LLC		(4.62	)
Lithium Technologies, Inc.		(37.79	)
Total	$	58(48.1806	)

(1)

For the year ended December 31, ~~2023~~2024, ~~other~~Other, net includes gross unrealized appreciation of $42.8222 million, and gross unrealized depreciation of $(10.3394) million.

(2)

Formerly known as Picture Head Midco LLC.

Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc., Wine.com, Inc. and Streamland Media Midco LLC (formerly known as Picture Head Midco LLC).


	For the Year Ended December 31, 2023
	($ in millions)
Portfolio Company:
National Spine and Pain Centers, LLC	$	29.15
Vantage Mobility International, LLC		20.49
Zep Inc.		13.59
Other, net(1)		3.49
Odyssey Logistics & Technology Corporation		2.01
Spectrum Plastics Group, Inc.		0.98
Yasso, Inc.		(1.08	)
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)		(1.90	)
Lithium Technologies, Inc.		(1.92	)
Acuity Specialty Products, Inc. (dba Zep Inc.)		(2.01	)
Wine.com, LLC		(4.62	)
Total	$	58.18

(1)

For the year ended December 31, 2023 Other, net includes gross unrealized appreciation of $4.82 million, and gross unrealized depreciation of $(1.33) million.

Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exit of our investments in National Spine and Pain Centers, LLC and Vantage Mobility International, LLC and by the reversal of the unrealized depreciation in connection with recapitalization of our second lien debt investment in Zep Inc.

	For the Year EndedDecember 31, 2022
	($ in millions)
Portfolio Company:
Chase Industries, Inc. (dba Senneca Holdings)	$	12.53
Recipe Acquisition Corp. (dba Roland Foods)		1.04
Hollander Sleep & Décor (dba SureFit)		0.57
Yasso, Inc.		0.52
Power Stop, LLC		0.07
Doxim, Inc.		(3.96	)
Wine.com, LLC		(5.48	)
Other, net(1)		(10.31	)
Zep Inc.		(12.21	)
Vantage Mobility International, LLC		(16.26	)
National Spine and Pain Centers, LLC		(28.40	)
Total	$	(61.89	)

For the year ended December 31, 2022, other, net includes gross unrealized appreciation of $0.04 million, and gross unrealized depreciation of $(10.35) million.

Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2022 was primarily driven by the financial underperformance of National Spine and Pain Centers, LLC, Vantage Mobility International, LLC and Zep Inc., as well as the increase in market volatility and widening of credit spreads, partially offset by the reversal of unrealized depreciation in connection with the amendment of Chase Industries, Inc. (dba Senneca Holdings).

Table of Contents

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 Unitholders 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 Unitholders, we may enter into credit facilities in addition to the JPM Revolving 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 December 31, 2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the JPM Revolving Credit Facility) was 726% and 373%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. 68

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 Unitholders, we may enter into credit facilities 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.” The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of December 31, 2024, there was $293.13 million in outstanding principal under the JPM Term Loan Facility. As of December 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 219% and 726%. 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 that 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.

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

	December 31, 2023							December 31, 2022
	December 31, 2024							December 31, 2023
	CapitalCommitments($ in millions)		UnfundedCapitalCommitments($ in millions)		% of CapitalCommitmentsFunded			CapitalCommitments($ in millions)		UnfundedCapitalCommitments($ in millions)		% of CapitalCommitmentsFunded
Common Units	$	1,097.43	$	60.36		95	%	$	1,097.43	$	60.36		95	%
Units	$	162.88	$	19.09		88	%	$	1,097.43	$	60.36		95	%

WeThe ~~did~~following ~~not~~table ~~issue~~summarizes ~~a capital drawdown for~~ the ~~years~~securities ~~ended~~issued ~~December~~and ~~31,~~proceeds ~~2023~~related ~~and~~to ~~December~~such ~~31, 2022.~~issuances:


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
December 20, 2024		124,735	$	3.00
Total Capital drawdowns		124,735	$	3.00

At the effective time of the Merger, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of $22.12 per Unit. In addition, at the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver, to us, in exchange for 8,394,088 Units at a price of $24.05 per Unit, or approximately $201.9 million in the aggregate.

We did not issue a capital drawdown for the year ended December 31, 2023.

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory 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 (the “Administrator”) 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 Advisory 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 December 31, ~~2023~~2024:

	Payments Due by Period ($ in millions)
	Total		Less Than1 Year		1 – 3Years		3 – 5Years		More Than5 Years
JPM Revolving Credit Facility(1)	$	63.08	$	63.08	$	—	$	—	$	—
JPM Term Loan Facility(1)	$	293.13	$	—	$	293.13	$	—	$	—
JPM Revolving Credit Facility(2)	$	—	$	—	$	—	$	—	$	—

(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 December 31, ~~2023~~2024, the Company had outstanding borrowings denominated in USD of $35293.5913 million ~~and in Euros (EUR) of EUR 24~~.90 ~~million. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $119.59 million and in EUR of EUR 24.90 million.~~

(2)

64The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024.

~~Table of Contents~~69

JPM Term Loan Facility

On December 17, 2024, we became party to and assumed all of Buyer’s obligations under the Loan and Security Agreement, dated as of October 25, 2024, among JPMorgan Chase Bank, National Association (“JPM”), Buyer, as the initial portfolio manager, and the lenders party thereto (the “JPM Term Loan Facility”), as amended by the Amendment No. 1 and Joinder to Loan and Security Agreement, dated as of December 17, 2024 (the “JPM Term Loan Facility Amendment”), including borrowings of approximately $293.13 million outstanding as of December 17, 2024 (after giving effect to the Merger Advance, as defined below). The JPM Term Loan Facility Amendment, among other things, (i) joined us, as the parent and portfolio manager (and released Buyer as the parent and portfolio manager), (ii) replaced Pantheon Silver LLC with Goldman Sachs Private Middle Market Credit SPV II LLC, our wholly-owned subsidiary (“SPV II”), as borrower, and (iii) joined State Street Bank and Trust Company, as collateral agent, securities intermediary and collateral administrator.

Pursuant to the JPM Term Loan Facility, the lenders agreed to extend credit to SPV II in an aggregate principal amount, as of December 17, 2024, of up to $340.0 million, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on loan collateral. In connection with the Merger, the lenders extended an aggregate principal amount of approximately $76.61 million (the “Merger Advance”) to finance a portion of the consideration payable our members in the Merger. All undrawn commitments expired upon the extension of the Merger Advance, and there are no unexercised accordion provisions. As of December 31, 2024, no further advances may be made under the JPM Term Loan Facility.

Advances under the JPM Term Loan Facility were made in U.S. dollars. The interest charged on the JPM Term Loan Facility is based on 3-month Term SOFR (or, if Term SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus an applicable margin of 2.40%. Any amounts outstanding under the JPM Term Loan Facility must be repaid by October 25, 2027.

SPV II’s obligations to the lenders under the JPM Term Loan Facility are secured by a first priority security interest in all of SPV II’s portfolio of investments and cash. The obligations of SPV II under the JPM Term Loan Facility are non-recourse to us, and our exposure under the JPM Term Loan Facility is limited to the value of our investment in SPV II, subject to certain indemnification obligations.

The JPM Term Loan Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Term Loan Facility contains customary events of default for similar financing transactions, including if a change of control of SPV II occurs or if we were no longer the portfolio manager of SPV II. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Term Loan Facility immediately due and payable. As of December 31, 2024, the Company and SPV II were in compliance with these covenants.

For further details, see Note 6 “Debt—JPM Term Loan Facility” to our consolidated financial statements included in this report.

JPM Revolving Credit Facility

On November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly -owned subsidiary, entered into the JPM Revolving Credit Facility. ~~JPMorgan Chase Bank, National Association (“~~JPM”) ~~serves~~served as administrative agent, State Street Bank and Trust Company ~~serves~~served as collateral agent, collateral administrator, bank and securities intermediary and we ~~serve~~served as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also ~~acts~~acted as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.

Borrowings under the JPM Revolving Credit Facility ~~bear~~bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and, (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin iswas 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility iswas a multicurrency facility. As of December 31, ~~2023~~2024, the total commitments under the JPM Revolving Credit Facility were $640.630 million. All amounts outstanding under the JPM Revolving Credit Facility ~~must~~were befully repaid byon ~~November~~May 218, 2024. and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to us, and our exposure under the JPM Revolving Credit Facility is limited to the value of our investment in SPV. 70

~~In connection with the JPM Revolving Credit Facility,~~ SPV’s ~~has~~obligations ~~made certain customary representations and warranties and is required~~ to ~~comply~~the ~~with~~lenders ~~various~~under ~~covenants,~~the ~~reporting requirements and other customary requirements for similar facilities. The~~ JPM Revolving Credit Facility ~~contains~~were ~~customary~~secured ~~events~~by ofa ~~default~~first ~~for~~priority ~~similar~~security ~~financing~~interest ~~transactions,~~in ~~including~~all ~~if a change~~ of ~~control of~~ SPV’s ~~occurs~~portfolio orof ifinvestments weand ~~are~~cash. noThe ~~longer~~obligations ~~the portfolio manager~~ of SPV. ~~Upon~~under the ~~occurrence~~JPM ~~and~~Revolving ~~during~~Credit ~~the~~Facility ~~continuation~~were ofnon-recourse anto ~~event of default~~us, ~~JPM may declare the outstanding advances~~ and ~~all~~our ~~other~~exposure ~~obligations~~ under the JPM Revolving Credit Facility ~~immediately~~was ~~due~~limited ~~and~~to ~~payable~~the value of our investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if we were no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

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

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 December 31, ~~2023~~2024, 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
	December 31,2023		December 31,2022
	December 31,2024		December 31,2023
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	727.7484	$	87.2774
Total	$	7.74	$	8.27
First Lien/Last-Out Unitranche		2.98		—
Second Lien/Senior Secured Debt		0.48		—
Total	$	31.30	$	7.74

Table of Contents

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable (“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.

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

~~CRITICAL ACCOUNTING POLICIES~~ 71

~~Our~~CRITICAL ~~discussion~~ACCOUNTING ~~and~~POLICIES ~~analysis~~AND 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. ESTIMATES

~~For~~Our adiscussion ~~description~~and analysis of our ~~critical~~financial ~~accounting~~condition ~~policies,~~and ~~see~~results ~~Note~~of 2operations ~~“Significant~~are ~~Accounting~~based ~~Policies”~~upon to our consolidated financial statements, ~~included~~which have been prepared in ~~this~~accordance ~~report.~~with Weaccounting ~~consider~~principles generally accepted in the ~~most~~United ~~significant~~States ~~accounting~~of ~~policies~~America to("GAAP"). beThe ~~those~~preparation ~~related~~of these consolidated financial statements requires management to ~~our~~make ~~Valuation~~estimates and assumptions that affect the reported amounts of ~~Portfolio~~assets, ~~Investments~~liabilities, ~~Revenue~~revenues ~~Recognition,~~and ~~Non-Accrual~~expenses. ~~Investments~~Changes in the economic environment, ~~Distribution~~financial ~~Policy~~markets and ~~Income~~any ~~Taxes~~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 Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors listed under “Risk Factors” in this report.

Fair Value Measurement of Investments

Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market and as such their fair values are determined using valuation techniques, primarily discounted cash flows, market multiples, and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations and any change in these valuations on the consolidated financial statements. For further details of our investments and fair value measurement accounting policy, see Note 2 “Significant Accounting Policies—Investments” and Note 5 “Fair Value Measurement.”

RECENT DEVELOPMENTS

~~The~~We ~~Company~~ will pay a distribution equal to an amount up to ~~the~~our ~~Company’s~~ taxable earnings per ~~unit~~Unit, including net investment income (if positive) for the period January 1, ~~2024~~2025 through March 31, ~~2024~~2025, payable on or about April 29, ~~2024~~2025 to Unitholders of record as of April 2, ~~2024~~2025.

Table of Contents

ITEM 7A. 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.

As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, on a fair value basis, approximately ~~1.7~~0% and 21.67%, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately ~~98.3~~100% and 9798.43%, of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility ~~bear~~bore interest at a floating rate. Our borrowings under the JPM Term Loan 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 December 31, 2023 Consolidated Statement of Financial Condition, 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: 72

As of December 31, 2023Basis Point Change	InterestIncome			InterestExpense			NetIncome
($ in millions)
Up 300 basis points	$	11.20		$	(2.36	)	$	8.84
Up 200 basis points		7.47			(1.57	)		5.90
Up 100 basis points		3.73			(0.79	)		2.94
Up 75 basis points		2.80			(0.59	)		2.21
Up 50 basis points		1.87			(0.39	)		1.48
Up 25 basis points		0.93			(0.20	)		0.73
Down 25 basis points		(0.93	)		0.20			(0.73	)
Down 50 basis points		(1.87	)		0.39			(1.48	)
Down 75 basis points		(2.80	)		0.59			(2.21	)
Down 100 basis points		(3.73	)		0.79			(2.94	)
Down 200 basis points		(7.47	)		1.57			(5.90	)
Down 300 basis points		(11.20	)		2.36			(8.84	)

Based on our December 31, 2024 Consolidated Statements of Financial Condition, 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:

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.


As of December 31, 2024 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	13.65		$	(6.72	)	$	6.93
Up 200 basis points		9.10			(4.48	)		4.62
Up 100 basis points		4.55			(2.24	)		2.31
Up 75 basis points		3.41			(1.68	)		1.73
Up 50 basis points		2.28			(1.12	)		1.16
Up 25 basis points		1.14			(0.56	)		0.58
Down 25 basis points		(1.14	)		0.56			(0.58	)
Down 50 basis points		(2.28	)		1.12			(1.16	)
Down 75 basis points		(3.41	)		1.68			(1.73	)
Down 100 basis points		(4.55	)		2.24			(2.31	)
Down 200 basis points		(9.10	)		4.48			(4.62	)
Down 300 basis points		(13.65	)		6.72			(6.93	)

~~Although~~We may, in the ~~current~~future, ~~outlook~~hedge isagainst ~~uncertain~~interest rate fluctuations by using standard hedging instruments such as futures, ~~heightened~~options, ~~inflation~~swaps ~~may~~and ~~persist~~forward incontracts subject to the ~~near~~requirements toof ~~medium~~the ~~term~~Investment Company Act, ~~particularly~~applicable CFTC regulations and in ~~the~~a ~~United~~manner ~~States,~~consistent with ~~the~~SEC ~~possibility~~guidance. ~~that~~While ~~monetary~~hedging ~~policy~~activities may ~~tighten~~insulate inus ~~response.~~against ~~Persistent~~adverse ~~inflationary~~changes ~~pressures~~in interest rates, they may ~~affect~~also limit our ability to participate in benefits of lower interest rates with respect to our portfolio ~~companies’~~of ~~profit~~investments ~~margins~~with fixed interest rates.

6773

Table of Contents

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~GOLDMAN~~SILVER ~~SACHS~~CAPITAL ~~PRIVATE~~HOLDINGS ~~MIDDLE MARKET CREDIT~~ LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	6975
Consolidated Statements of Financial Condition	7076
Consolidated Statements of Operations	7177
Consolidated Statements of Changes in Members’ Capital	7278
Consolidated Statements of Cash Flows	7379
Consolidated Schedules of Investments	7480
Notes to Consolidated Financial Statements	8288

6874

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Unitholders of ~~Goldman~~Silver ~~Sachs~~Capital ~~Private~~Holdings ~~Middle Market Credit~~ LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition, including the consolidated schedules of investments, of ~~Goldman~~Silver ~~Sachs~~Capital ~~Private~~Holdings ~~Middle Market Credit~~ LLC and its subsidiaries (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, changes in members’ capital and cash flows for each of the three years in the period ended December 31, ~~2023~~2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations, changes in its members’ capital and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, ~~2023~~2024 and ~~2022~~2023 by correspondence with the agent banks, portfolio company investees, broker and transfer agent; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 54, ~~2024~~2025

We have served as the auditor of one or more investment companies in the Goldman Sachs ~~business~~Business ~~development~~Development ~~companies~~Companies group since 2012.

6975

~~Table~~PART ofI. ~~Contents~~FINANCIAL INFORMATION

~~Goldman~~ITEM ~~Sachs~~1. ~~Private~~FINANCIAL ~~Middle Market Credit LLC~~STATEMENTS

Silver Capital Holdings LLC

Consolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $495,130 and $605,919)	$	462,522		$	514,640
Non-controlled/non-affiliated investments (cost of $660,307 and $495,130)	$	579,141		$	462,522
Non-controlled affiliated investments (cost of $5,254 and $5,254)		5,880			6,372
Non-controlled affiliated investments (cost of $3,354 and $5,254)		3,354			5,880
Total investments, at fair value (amortized cost of $500,384 and $611,173)	$	468,402		$	521,012
Total investments, at fair value (amortized cost of $663,661 and $500,384)	$	582,495		$	468,402
Investments in affiliated money market fund (cost of $53,866 and $62,374)		53,866			62,374
Investments in affiliated money market fund (cost of $288 and $53,866)		288			53,866
Cash		1179,~~340~~248			1011,~~001~~340
Interest and dividends receivable		85,~~126~~705			78,~~879~~126
Deferred financing costs		~~619~~840			~~1,197~~619
Other assets		~~291~~87			~~105~~291
Total assets	$	~~542~~668,~~644~~663		$	~~602~~542,~~568~~644
Liabilities
Debt	$	63293,~~082~~132		$	~~146~~63,~~247~~082
Interest and other debt expenses payable		12,~~339~~822			21,~~411~~339
Management fees payable		~~1,538~~957			1,~~529~~538
Incentive fees payable		564,~~836~~420			4756,~~606~~836
Distribution payable		135,~~579~~359			—13,579
Unrealized depreciation on foreign currency forward contracts		~~178~~—			~~150~~178
Accrued expenses and other liabilities		758			1,014
Secured borrowings		1,818			—
Total liabilities	$	137,310		$	198,957
Accrued expenses and other liabilities		4,130			758
Payable for units subscribed (Note 13)		6,315			—
Total liabilities	$	318,953		$	137,310
Commitments and contingencies (Note 8)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—		$	—
Common units (10,687,877 and 10,687,877 units issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)		548,420			548,714
Units (14,884,897 and 10,687,877 units issued and outstanding as of December 31, 2024 and December 31, 2023)		506,006			548,420
Distributable earnings (loss)		(~~143~~156,~~086~~296	)		(~~145~~143,~~103~~086	)
Total members’ capital	$	~~405~~349,~~334~~710		$	~~403~~405,~~611~~334
Total liabilities and members’ capital	$	~~542~~668,~~644~~663		$	~~602~~542,~~568~~644
Net asset value per unit	$	3723.9249		$	37.7692

The accompanying notes are an integral part of these consolidated financial statements.

7076

~~Table~~Silver ofCapital ~~Contents~~Holdings LLC

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

	For the Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	6235,~~272~~989		$	62,~~879~~272		$	9362,~~035~~879
Payment-in-kind income		59,~~169~~742			35,~~948~~169			53,~~045~~948
Other income		~~205~~340			~~776~~205			~~963~~776
From non-controlled affiliated investments:
Dividend income		2,~~832~~489			12,~~203~~832			~~224~~1,203
Total investment income	$	7048,~~478~~560		$	6870,~~806~~478		$	9968,~~267~~806
Expenses:
Interest and other debt expenses	$	92,~~848~~566		$	129,~~379~~848		$	1612,~~403~~379
Management fees		65,~~171~~118			6,~~851~~171			106,~~549~~851
Incentive fees		9(11,~~230~~705	)		(39,~~881~~230	)		13(3,~~148~~881	)
Professional fees		1,~~126~~107			~~834~~1,126			~~897~~834
Directors’ fees		206			207			248
Administration and custodian fees		507			567			628
Other general and administrative expenses		1,078			1,268			1,441
Directors’ fees		198			206			207
Total expenses	$	27,659		$	17,658		$	42,686
Other general and administrative expenses		989			511			640
Net investment income	$	42,819		$	51,148		$	56,581
Transaction costs		2,644			—			—
Total expenses	$	1,424		$	27,659		$	17,658
Net investment income	$	47,136		$	42,819		$	51,148
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(4814,~~091~~496	)	$	(1248,~~549~~091	)	$	7(12,~~523~~549	)
Foreign currency forward contracts		—			91			(108	)
Non-controlled affiliated investments		605			—			—
Foreign currency transactions		69			(474	)		176
Foreign currency forward contracts		(174	)		—			91
Foreign currency and other transactions		2,648			69			(474	)
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		58(47,~~671~~433	)		~~(61~~58,~~541~~671	)		6(61,~~241~~541	)
Non-controlled affiliated investments		(~~492~~626	)		(~~348~~492	)		~~691~~(348	)
Foreign currency forward contracts		~~(28~~178	)		(~~196~~28	)		~~210~~(196	)
Foreign currency translations		(~~878~~1,562	)		~~1,890~~(878	)		31,~~347~~890
Net realized and unrealized gains (losses)	$	9(60,~~251~~860	)	$	~~(73~~9,~~127~~251	)	$	18(73,~~080~~127	)
(Provision) benefit for taxes on realized gain/loss on investments	$	—		$	—		$	56—
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		~~232~~185			~~(14~~232	)		(~~209~~14	)
Net increase (decrease) in members’ capital from operations	$	52(13,~~302~~539	)	$	~~(21~~52,~~993~~302	)	$	74(21,~~508~~993	)
Weighted average units outstanding		10,~~687~~858,~~877~~864			10,687,877			10,687,877
Basic and diluted net investment income per unit	$	4.0134		$	4.7901		$	54.2979
Basic and diluted earnings (loss) per unit	$	4.89		$	(2.06	)	$	6.97
Basic and diluted earnings per unit	$	(1.25	)	$	4.89		$	(2.06	)

The accompanying notes are an integral part of these consolidated financial statements.

7177

~~Table~~Silver ofCapital ~~Contents~~Holdings LLC

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except unit and per unit amounts)

	For the Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Members’ capital at beginning of period	$	~~403~~405,~~611~~334		$	~~585~~403,~~604~~611		$	~~809~~585,~~718~~604
Increase (decrease) in members’ capital from operations:
Net investment income	$	4247,~~819~~136		$	5142,~~148~~819		$	5651,~~581~~148
Net realized gain (loss)		(4811,~~022~~417	)		(1248,~~932~~022	)		7(12,~~591~~932	)
Net change in unrealized appreciation (depreciation)		57(49,~~273~~443	)		~~(60~~57,~~195~~273	)		10(60,~~489~~195	)
(Provision) benefit for taxes on realized gain/loss on investments		—			—			56—
(Provision) benefit for unrealized appreciation/depreciation on investments		~~232~~185			~~(14~~232	)		(~~209~~14	)
Net increase (decrease) in members’ capital from operations	$	52(13,~~302~~539	)	$	~~(21~~52,~~993~~302	)	$	74(21,~~508~~993	)
Distributions to unitholders from:
Return of capital	$	—(125,320	)	$	~~(114,654~~—	)	$	(~~250~~114,~~185~~654	)
Distributable earnings		(505,~~579~~385	)		(4550,~~346~~579	)		(4845,~~437~~346	)
Total distributions to unitholders	$	(50130,~~579~~705	)	$	(~~160~~50,~~000~~579	)	$	(~~298~~160,~~622~~000	)
Total increase (decrease) in members’ capital	$	1,723		$	(181,993	)	$	(224,114	)
Capital transactions:
Members’ capital at end of period	$	405,334		$	403,611		$	585,604
Issuance of units	$	345,674		$	—		$	—
Distributions per unit	$	4.73		$	14.97		$	27.94
Cancellation of units (Note 9)		(257,054	)		—			—
Net increase in members’ capital from capital transactions	$	88,620		$	—		$	—
Total increase (decrease) in members’ capital	$	(55,624	)	$	1,723		$	(181,993	)
Members’ capital at end of period	$	349,710		$	405,334		$	403,611
Distributions per unit	$	12.09		$	4.73		$	14.97

The accompanying notes are an integral part of these consolidated financial statements.

7278

~~Table~~Silver ofCapital ~~Contents~~Holdings LLC

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

	For the Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Cash flows from operating activities:
Net increase (decrease) in members’ capital from operations:	$	52(13,~~302~~539	)	$	~~(21~~52,~~993~~302	)	$	74(21,~~508~~993	)
Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(56,~~556~~531	)		(105,~~945~~556	)		(~~115~~10,~~821~~945	)
Payment-in-kind interest capitalized		(410,~~650~~651	)		(34,~~849~~650	)		(43,~~597~~849	)
Investments in affiliated money market fund, net		853,~~508~~578			628,~~753~~508			1962,~~531~~753
Proceeds from sales of investments and principal repayments		75207,~~374~~504			~~224~~75,~~552~~374			~~603~~224,~~098~~552
Net realized (gain) loss		48,091			12,574			(8,280	)
Net realized (gain) loss on investments		13,891			48,091			12,574
Net change in unrealized (appreciation) depreciation on investments		~~(58~~48,~~179~~059	)		61(58,~~889~~179	)		(661,~~932~~889	)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		66(151	)		(766	)		(297	)
Amortization of premium and accretion of discount, net		(2,~~470~~102	)		(52,~~363~~470	)		(115,~~033~~363	)
Amortization of deferred financing costs		~~923~~631			~~1,343~~923			1,~~326~~343
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		~~(247~~5,428	)		(~~317~~247	)		~~3,565~~(317	)
(Increase) decrease in other assets		~~(186~~204	)		(37186	)		~~734~~(37	)
Increase (decrease) in interest and other debt expenses payable		(~~1,072~~493	)		(~~271~~1,072	)		(~~1,582~~271	)
Increase (decrease) in management fees payable		9			(631	)		(1,084	)
(Decrease) increase in management fees payable		(581	)		9			(631	)
Increase (decrease) in incentive fees payable		9,230			(3,881	)		13,148
(Decrease) Increase in incentive fees payable		(52,416	)		9,230			(3,881	)
Increase (decrease) in accrued expenses and other liabilities		~~(256~~3,045	)		(~~120~~256	)		(~~1,167~~120	)
Net cash provided by (used for) operating activities	$	121,887		$	315,697		$	565,385
Net cash provided by operating activities	$	245,876		$	121,887		$	315,697
Cash flows from financing activities:
Distributions paid	$	(37,000	)	$	(160,000	)	$	(411,622	)
Proceeds from issuance of units	$	204,332		$	—		$	—
Financing costs paid		(345	)		(34	)		(3	)
Distributions paid		(138,926	)		(37,000	)		(160,000	)
Repayments of debt		(83,165	)		(160,995	)		(163,833	)
Financing costs paid		(579	)		(345	)		(34	)
Net cash provided by (used for) financing activities	$	(120,510	)	$	(321,029	)	$	(575,458	)
Cancellation of units		(257,054	)		—			—
Net increase (decrease) in cash		1,377			(5,332	)		(10,073	)
Borrowings on debt		76,606			—			—
Effect of foreign exchange rate changes on cash and cash equivalents		(38	)		203			(181	)
Repayments of debt		(63,082	)		(83,165	)		(160,995	)
Cash, beginning of period		10,001			15,130			25,384
Secured borrowings		762			—			—
Cash, end of period	$	11,340		$	10,001		$	15,130
Net cash provided by (used for) financing activities	$	(177,941	)	$	(120,510	)	$	(321,029	)
Net increase in cash		67,935			1,377			(5,332	)
Effect of foreign exchange rate changes on cash and cash equivalents		(27	)		(38	)		203
Cash, beginning of period		11,340			10,001			15,130
Cash, end of period	$	79,248		$	11,340		$	10,001
Supplemental and non-cash activities
Interest expense paid	$	92,~~918~~379		$	119,~~202~~918		$	1611,~~401~~202
Accrued but unpaid distributions	$	13,579		$	—		$	—
Securities contributed in-kind at Fair Market Value	$	363,205		$	—		$	—
Exchange of investments	$	52,400		$	37,190		$	—
Accrued but unpaid distributions	$	5,359		$	13,579		$	—
Accrued but unpaid deferred financing cost	$	273		$	—		$	—
Interest and dividends receivable, contributed as part of In-kind contribution	$	3,007		$	—		$	—
Interest and other debt expenses payable, contributed as part of In-kind contribution	$	1,976		$	—		$	—
Accrued expenses and other liabilities, contributed as part of In-kind contribution	$	6,368		$	—		$	—
Debt contributed as part of In-kind contribution	$	216,526		$	—		$	—
Exchange of investments	$	2,053		$	52,400		$	37,190

The accompanying notes are an integral part of these consolidated financial statements

Silver Capital Holdings LLC

Consolidated Schedule of Investments as of December 31, 2024

(in thousands, except unit and per unit amounts)


Investment (1)	Industry (2)	Interest Rate (3)	Reference Rate and Spread (3)	Maturity	Par(4)		Cost			Fair Value			Footnotes
Debt Investments - 165.6%
United States - 165.6%
1st Lien/Senior Secured Debt - 120.1%
ITS Buyer Inc (dba ITS Logistics)	Air Freight & Logistics	10.35%	S + 5.50%	06/14/26	$	25,756	$	25,505		$	25,498		(5)
ITS Buyer Inc (dba ITS Logistics)	Air Freight & Logistics		S + 5.50%	06/14/26		4,613		(45	)		(46	)	(5) (6)
Acuity Specialty Products, Inc. (dba Zep Inc.)	Chemicals	8.25%	S + 4.00%	10/02/28		34,529

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