UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 1114, 2024

Goldman Sachs Middle Market Lending Corp. II

(Exact name of registrant as specified in its charter)

Delaware

814-01461

87-3643363

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(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

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☒

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

Item 1.01 -– Entry into a Material Definitive Agreement.

On ~~October~~November 1114, 2024, inGoldman ~~connection~~Sachs ~~with~~Middle Market Lending Corp. II (the ~~Senior~~“Company”) ~~Secured~~entered into a fourth amendment (the “Fourth Amendment”) to the Revolving Credit Agreement, dated as of ~~February~~November 2826, ~~2023~~2021, ~~(as amended~~ by ~~that~~and ~~certain~~among ~~First~~the ~~Amendment~~Company, ~~thereto~~as borrower, ~~dated~~and asBank of ~~July 31~~America, ~~2023~~N.A., ~~and~~as ~~that~~administrative ~~certain~~agent, ~~Second~~lead ~~Amendment~~arranger, ~~thereto~~sole bookrunner, ~~dated~~structuring asagent, letter of ~~May 30,~~credit ~~2024,~~issuer and asa ~~otherwise~~lender (as amended orby ~~modified~~the First Amendment, dated July 26, 2022, the ~~“Truist~~Second ~~Revolving~~Amendment, ~~Credit~~dated ~~Facility”)~~November 14, by2022, and ~~among~~the ~~Goldman~~Third ~~Sachs~~Amendment, ~~Middle~~dated ~~Market~~November 9, ~~Lending~~2023, ~~Corp. II (~~the “~~Company~~Agreement”), aswith ~~borrower~~an effective date of November 22, 2024. The Fourth Amendment (i) extends the ~~lenders~~Stated ~~and~~Maturity ~~issuing~~Date ~~banks~~(as ~~from~~defined ~~time~~in tothe ~~time~~Agreement) ~~party~~by ~~thereto~~six months to May 22, 2025, and ~~Truist~~includes ~~Bank,~~one ascommitted ~~administrative~~extension ~~agent,~~option that permits the Company ~~exercised~~to ~~its~~further ~~right~~extend ~~pursuant~~the toStated ~~the~~Maturity ~~Truist~~Date ~~Revolving~~to ~~Credit~~November 21, ~~Facility~~2025, subject to ~~request~~the asatisfaction ~~Commitment~~of ~~Increase~~certain customary conditions and ~~Barclays~~(ii) reduces ~~Bank~~the ~~PLC~~Maximum ~~agreed~~Commitment to(as ~~participate~~defined in ~~an increase of~~ the ~~Revolving~~Agreement) ~~Commitments~~ from $~~530 million~~95,000,000 to $~~555 million~~30,000,000. AsThe ainterest ~~result,~~rate on obligations under the ~~total~~Agreement ~~Revolving~~is ~~Commitments~~(A) the ~~and~~prevailing ~~Term~~Daily ~~Loans~~Simple ~~(together~~SOFR, ~~the~~Term ~~“Commitments”)~~SOFR ~~under~~for the ~~Truist~~applicable ~~Revolving~~interest ~~Credit~~period ~~Facility~~or ~~are~~the ~~$580 million.~~applicable ~~Pursuant~~alternative tocurrency ~~the~~rate, ~~accordion~~in ~~feature~~each incase, ~~the~~plus ~~Truist~~any ~~Revolving~~applicable ~~Credit~~credit ~~Facility,~~spread ~~the~~adjustment ~~aggregate~~(which ~~amount~~is ofzero ~~all~~for ~~Commitments~~Daily ~~thereunder~~Simple ~~may~~SOFR beand ~~further~~one-month ~~increased~~Term upSOFR), toplus ~~$750 million~~2.85% ~~Capitalized~~per ~~terms~~annum, ~~used~~or ~~but~~(B) an ~~not~~alternate ~~otherwise~~base ~~defined~~rate ~~herein~~(the ~~have~~greatest of (i) the ~~meanings~~Prime ~~ascribed~~Rate toplus ~~such~~1.85% ~~terms~~per inannum, (ii) the ~~Truist~~Federal ~~Revolving~~Funds ~~Credit~~Rate ~~Facility~~plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%).

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

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

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

Item 9.01 -– Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
10.1		~~Commitment~~Fourth ~~Increase~~Amendment ~~Request~~to Revolving Credit Agreement, dated as of ~~October~~November 1114, 2024, by and among the Company, as Borrower and Bank of America, N.A., as the Administrative Agent, Lead Arranger, Sole Bookrunner, Structuring Agent, Letter of Credit Issuer, and a Lender.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

		GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II (Registrant)
		Goldman Sachs Middle Market Lending Corp. II (Registrant)
Date: October 15, 2024		By:	/s/ Alex Chi
Date: November 18, 2024	By:	/s/ Alex Chi
	Name:	~~Name:~~Alex Chi	~~Alex Chi~~
	Title:	~~Title:~~Co-Chief Executive Officer and Co-President	~~Co-Chief Executive Officer and Co-President~~
	By:	~~By:~~/s/ David Miller	~~/s/ David Miller~~
	Name:	~~Name:~~David Miller	~~David Miller~~
	Title:	~~Title:~~Co-Chief Executive Officer and Co-President	~~Co-Chief Executive Officer and Co-President~~

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