UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
$0.001 per share |
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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.
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).
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.
☒ |
Accelerated filer: |
☐ |
Non-accelerated filer: |
☐ |
Smaller reporting company: |
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Emerging growth company: |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 8, 2024, there were
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GOLDMAN SACHS BDC, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
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INDEX |
PAGE |
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3 |
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5 |
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ITEM 1. |
5 |
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5 |
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6 |
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7 |
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8 |
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9 |
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37 |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
62 |
ITEM 3. |
75 |
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ITEM 4. |
75 |
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76 |
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ITEM 1. |
76 |
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ITEM 1A. |
76 |
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ITEM 2. |
76 |
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ITEM 3. |
76 |
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ITEM 4. |
76 |
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ITEM 5. |
76 |
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ITEM 6. |
76 |
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78 |
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2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, 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 quarterly report 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:
3
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Goldman Sachs BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
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June 30, 2024 |
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December 31, 2023 |
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Assets |
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Investments, at fair value |
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Non-controlled/non-affiliated investments (cost of $ |
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$ |
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$ |
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Non-controlled affiliated investments (cost of $ |
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Total investments, at fair value (cost of $ |
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$ |
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$ |
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Cash |
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Interest and dividends receivable |
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Deferred financing costs |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Debt (net of debt issuance costs of $ |
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$ |
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$ |
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Interest and other debt expenses payable |
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Management fees payable |
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Incentive fees payable |
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Distribution payable |
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Unrealized depreciation on foreign currency forward contracts |
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Accrued expenses and other liabilities |
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Total liabilities |
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$ |
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$ |
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Net assets |
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Preferred stock, par value $ |
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$ |
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$ |
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Common stock, par value $ |
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Paid-in capital in excess of par |
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Distributable earnings (loss) |
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( |
) |
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( |
) |
Total net assets |
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$ |
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$ |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per share |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
Goldman Sachs BDC, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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Investment income: |
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From non-controlled/non-affiliated investments: |
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Interest income |
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$ |
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$ |
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$ |
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$ |
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Payment-in-kind income |
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Other income |
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From non-controlled affiliated investments: |
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Dividend income |
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Interest income |
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Payment-in-kind income |
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Other income |
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Total investment income |
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$ |
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$ |
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$ |
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$ |
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Expenses: |
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Interest and other debt expenses |
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$ |
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$ |
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$ |
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$ |
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Incentive fees |
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— |
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Management fees |
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Professional fees |
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Directors’ fees |
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Other general and administrative expenses |
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Total expenses |
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$ |
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$ |
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$ |
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$ |
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Fee waivers |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
( |
) |
Net expenses |
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$ |
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$ |
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$ |
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$ |
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||||
Net investment income before taxes |
|
$ |
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$ |
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$ |
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$ |
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||||
Income tax expense, including excise tax |
|
$ |
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$ |
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$ |
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$ |
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Net investment income after taxes |
|
$ |
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$ |
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$ |
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$ |
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Net realized and unrealized gains (losses) on investment transactions: |
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Net realized gain (loss) from: |
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Non-controlled/non-affiliated investments |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Non-controlled affiliated investments |
|
|
( |
) |
|
|
— |
|
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|
( |
) |
|
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— |
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Foreign currency and other transactions |
|
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( |
) |
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Net change in unrealized appreciation (depreciation) from: |
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Non-controlled/non-affiliated investments |
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( |
) |
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( |
) |
|
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Non-controlled affiliated investments |
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( |
) |
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( |
) |
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Foreign currency forward contracts |
|
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( |
) |
|
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( |
) |
||
Foreign currency translations and other transactions |
|
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( |
) |
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( |
) |
|
|
( |
) |
|
|
( |
) |
Net realized and unrealized gains (losses) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net increase (decrease) in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Weighted average shares outstanding |
|
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|
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|
||||
Basic and diluted net investment income per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic and diluted earnings (loss) per share |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
Goldman Sachs BDC, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share amounts)
(Unaudited)
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Net assets at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Increase (decrease) in net assets from operations: |
|
|
|
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|
|
|
|
|
|
|
|
||||
Net investment income |
|
$ |
|
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$ |
|
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$ |
|
|
$ |
|
||||
Net realized gain (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net change in unrealized appreciation (depreciation) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
(Provision) benefit for taxes on realized gain/loss on investments |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net increase (decrease) in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Distributions to stockholders from: |
|
|
|
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|
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|
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|
||||
Distributable earnings |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Total distributions to stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Capital transactions: |
|
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|
|
|
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|
|
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|
||||
Issuance of common stock (net of offering and underwriting costs) |
|
$ |
|
|
$ |
— |
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$ |
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$ |
|
|||
Reinvestment of stockholder distributions |
|
|
|
|
|
— |
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|
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|
|||
Net increase in net assets from capital transactions |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Total increase (decrease) in net assets |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net assets at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distributions per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
Goldman Sachs BDC, Inc.
Consolidated Statements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|
June 30, |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net increase in net assets from operations: |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities: |
|
|
|
|
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Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Payment-in-kind interest capitalized |
|
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( |
) |
|
|
( |
) |
Proceeds from sales of investments and principal repayments |
|
|
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Net realized (gain) loss |
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||
Net change in unrealized (appreciation) depreciation on investments |
|
|
|
|
|
( |
) |
|
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions |
|
|
( |
) |
|
|
|
|
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred financing and debt issuance costs |
|
|
|
|
|
|
||
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in interest and dividends receivable |
|
|
|
|
|
( |
) |
|
(Increase) decrease in other assets |
|
|
|
|
|
( |
) |
|
Increase (decrease) in interest and other debt expenses payable |
|
|
|
|
|
( |
) |
|
Increase (decrease) in management fees payable |
|
|
|
|
|
( |
) |
|
Increase (decrease) in incentive fees payable |
|
|
( |
) |
|
|
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used for) operating activities |
|
$ |
( |
) |
|
$ |
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common stock (net of underwriting costs) |
|
$ |
|
|
$ |
|
||
Offering costs paid |
|
|
( |
) |
|
|
( |
) |
Distributions paid |
|
|
( |
) |
|
|
( |
) |
Deferred financing and debt issuance costs paid |
|
|
( |
) |
|
|
( |
) |
Borrowings on debt |
|
|
|
|
|
|
||
Repayments of debt |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used for) financing activities |
|
$ |
|
|
$ |
( |
) |
|
Net increase (decrease) in cash |
|
$ |
|
|
$ |
|
||
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
|
||
Cash, end of period |
|
$ |
|
|
$ |
|
||
Supplemental and non-cash activities |
|
|
|
|
|
|
||
Interest expense paid |
|
$ |
|
|
$ |
|
||
Accrued but unpaid excise tax expense |
|
$ |
|
|
$ |
|
||
Accrued but unpaid distributions |
|
$ |
|
|
$ |
|
||
Reinvestment of stockholder distributions |
|
$ |
|
|
$ |
|
||
Exchange of investments |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Debt Investments - |
|
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|
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|
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|
|||
Canada - |
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|
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|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Trader Corporation |
Automobiles |
C + |
CAD |
|
|
$ |
|
$ |
|
(6) (7) (8) |
|||||
Trader Corporation |
Automobiles |
C + |
CAD |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Trader Corporation |
Automobiles |
|
C + |
CAD |
|
|
|
— |
|
|
— |
|
(6) (7) (8) (9) |
||
Recochem, Inc |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Recochem, Inc |
Chemicals |
C + |
CAD |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Recochem, Inc |
Chemicals |
|
C + |
CAD |
|
|
|
( |
) |
|
— |
|
(6) (7) (8) (9) |
||
Recochem, Inc |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Recochem, Inc |
Chemicals |
S + |
CAD |
|
|
|
|
|
|
(6) (7) (8) (9) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
|
S + |
|
|
|
|
|
|
— |
|
(6) (7) (9) |
|||
1272775 B.C. LTD. (dba Everest Clinical Research) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
1272775 B.C. LTD. (dba Everest Clinical Research) |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Everest Clinical Research Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Rodeo Buyer Company (dba Absorb Software) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Rodeo Buyer Company (dba Absorb Software) |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
iWave Information Systems, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
iWave Information Systems, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (10) - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Doxim, Inc. |
Financial Services |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Germany - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
$ |
|
$ |
|
$ |
|
(7) (8) (11) (12) |
||||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
|
|
|
|
|
— |
|
(7) (8) (11) (12) |
|||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Germany |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Singapore - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Conergy Asia & ME Pte. LTD. |
Construction & Engineering |
|
|
|
$ |
|
$ |
|
$ |
— |
|
(7) (8) (11) (12) |
|||
Total Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
— |
|
|
||
Total Singapore |
|
|
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
United Kingdom - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Clearcourse Partnership Acquireco Finance Limited |
IT Services |
SN + |
GBP |
|
|
$ |
|
$ |
|
(6) (7) (8) |
|||||
Clearcourse Partnership Acquireco Finance Limited |
IT Services |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) (9) |
|||||
Bigchange Group Limited |
Software |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Bigchange Group Limited |
Software |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Bigchange Group Limited |
Software |
|
SN + |
GBP |
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total United Kingdom |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
VisionSafe Holdings, Inc. |
Aerospace & Defense |
S + |
|
|
|
|
|
|
|
(6) |
|||||
VisionSafe Holdings, Inc. |
Aerospace & Defense |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
Thrasio, LLC |
Broadline Retail |
|
S + |
|
|
|
|
|
|
|
(6) (8) (11) (13) |
||||
Thrasio, LLC |
Broadline Retail |
S + |
|
|
|
|
|
|
|
(6) (8) (11) |
|||||
Acuity Specialty Products, Inc. (dba Zep Inc.) |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
3SI Security Systems, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(8) |
|||||
3SI Security Systems, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(8) |
|||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
Halo Branded Solutions, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|
|||||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
|
S + |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
(6) (8) (9) |
||
USA DeBusk, LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) |
|||||
USA DeBusk, LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
USA DeBusk, LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (9) |
|||||
Valet Waste Holdings, Inc. (dba Valet Living) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) |
|||||
Valet Waste Holdings, Inc. (dba Valet Living) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (9) |
|||||
Valet Waste Holdings, Inc. (dba Valet Living) |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
VRC Companies, LLC (dba Vital Records Control) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
VRC Companies, LLC (dba Vital Records Control) |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
ATX Networks Corp. |
Communications Equipment |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
ATX Networks Corp. |
Communications Equipment |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
ATX Networks Corp. |
Communications Equipment |
S + |
|
|
|
|
|
|
|
(6) (7) (8) (9) |
|||||
ATX Networks Corp. |
Communications Equipment |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
|
S + |
|
|
|
|
( |
) |
|
— |
|
(6) (8) (9) |
||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
|
S + |
|
|
|
|
( |
) |
|
— |
|
(6) (8) (9) |
||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
A Place For Mom, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(8) |
|||||
ABC Investment Holdco Inc. (dba ABC Plumbing) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (11) |
|||||
ABC Investment Holdco Inc. (dba ABC Plumbing) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) (11) |
||
ABC Investment Holdco Inc. (dba ABC Plumbing) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) (11) |
||
Assembly Intermediate LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Assembly Intermediate LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Assembly Intermediate LLC |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
— |
|
(6) (8) (9) |
||
CI (Quercus) Intermediate Holdings, LLC (dba SavATree) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) |
|||||
CI (Quercus) Intermediate Holdings, LLC (dba SavATree) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
CI (Quercus) Intermediate Holdings, LLC (dba SavATree) |
Diversified Consumer Services |
P + |
|
|
|
|
|
|
|
(6) (9) |
|||||
CorePower Yoga LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CorePower Yoga LLC |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
11
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
|
S + |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
(6) (8) (9) (11) |
||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (11) |
|||||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (11) |
|||||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) (11) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sunshine Cadence HoldCo, LLC (dba Cadence Education) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) |
|||||
Sunshine Cadence HoldCo, LLC (dba Cadence Education) |
Diversified Consumer Services |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
Sunshine Cadence HoldCo, LLC (dba Cadence Education) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Iracore International Holdings, Inc. |
Energy Equipment & Services |
S + |
|
|
|
|
|
|
|
(8) (11) |
|||||
Checkmate Finance Merger Sub, LLC |
Entertainment |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Checkmate Finance Merger Sub, LLC |
Entertainment |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Picture Head Midco LLC |
Entertainment |
S + |
|
|
|
|
|
|
|
(6) (8) (14) |
|||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Aria Systems, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
BSI3 Menu Buyer, Inc (dba Kydia) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
BSI3 Menu Buyer, Inc (dba Kydia) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Computer Services, Inc. |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Computer Services, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Computer Services, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) |
|||||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (9) |
|||||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (9) |
|||||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Priority Technology Holdings, Inc. (dba Priority Payment) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) |
|||||
Project Accelerate Parent, LLC (dba ABC Fitness) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Project Accelerate Parent, LLC (dba ABC Fitness) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) (9) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Viant Medical Holdings, Inc. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) |
|||||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Argos Health Holdings, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(8) |
|||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
|
(8) (13) |
||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
— |
|
|
— |
|
(8) (9) |
||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
CORA Health Holdings Corp |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CORA Health Holdings Corp |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
P + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (11) |
|||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) (11) (14) |
|||||
Millstone Medical Outsourcing, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Millstone Medical Outsourcing, LLC |
Health Care Providers & Services |
|
P + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Businessolver.com, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Businessolver.com, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
ESO Solutions, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
ESO Solutions, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
ESO Solutions, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Experity, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Experity, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(6) (8) (9) |
||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
HealthEdge Software, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
HealthEdge Software, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
HealthEdge Software, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Intelligent Medical Objects, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Intelligent Medical Objects, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Intelligent Medical Objects, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
|
|
|
|
|
|
(6) (8) (11) (13) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
15
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Zodiac Intermediate, LLC (dba Zipari) |
Health Care Technology |
|
S + |
|
|
|
|
|
|
|
(6) (8) (13) |
||||
Zodiac Intermediate, LLC (dba Zipari) |
Health Care Technology |
|
S + |
|
|
|
|
|
|
|
(6) (8) (13) |
||||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
Hotels, Restaurants & Leisure |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
Hotels, Restaurants & Leisure |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) |
Household Products |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Lithium Technologies, Inc. |
Interactive Media & Services |
|
S + |
|
|
|
|
|
|
|
(6) (8) (13) |
||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (14) |
|||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(6) (8) (14) |
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
16
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
(6) (8) (9) |
||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
WSO2, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Xactly Corporation |
IT Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Xactly Corporation |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Recorded Books Inc. (dba RBMedia) |
Media |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Recorded Books Inc. (dba RBMedia) |
Media |
|
S + |
|
|
|
|
— |
|
|
|
(6) (8) (9) |
|||
Recorded Books Inc. (dba RBMedia) |
Media |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
LS Clinical Services Holdings, Inc (dba CATO) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
LS Clinical Services Holdings, Inc (dba CATO) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Amspec Parent, LLC |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
— |
|
(6) (8) (9) |
||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Chronicle Bidco Inc. (dba Lexitas) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Chronicle Bidco Inc. (dba Lexitas) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Chronicle Bidco Inc. (dba Lexitas) |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Diligent Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Diligent Corporation |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Diligent Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Diligent Corporation |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
iCIMS, Inc. |
Professional Services |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(6) (8) (9) |
||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
17
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
S + |
$ |
|
|
$ |
|
$ |
|
(6) (8) |
|||||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
P + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Pluralsight, Inc |
Professional Services |
|
S + |
|
|
|
|
|
|
|
(6) (8) (13) |
||||
Pluralsight, Inc |
Professional Services |
|
S + |
|
|
|
|
|
|
|
(6) (8) (13) |
||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
|
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
|
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(9) |
||
Zarya Intermediate, LLC (dba iOFFICE) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Zarya Intermediate, LLC (dba iOFFICE) |
Real Estate Mgmt. & Development |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(6) (8) (9) |
||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Acquia, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Acquia, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Acquia, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
AI Titan Parent, Inc. (dba Prometheus) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
AI Titan Parent, Inc. (dba Prometheus) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
AI Titan Parent, Inc. (dba Prometheus) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(6) (8) (9) |
||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Artifact Bidco, Inc. (dba Avetta) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
Artifact Bidco, Inc. (dba Avetta) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
Artifact Bidco, Inc. (dba Avetta) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
Artifact Bidco, Inc. (dba Avetta) |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(6) (9) |
||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
CivicPlus LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
CloudBees, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
18
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
CloudBees, Inc. |
Software |
S + |
|
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Gainsight, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Gainsight, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
P + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
NAVEX TopCo, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) |
|||||
NAVEX TopCo, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Ncontracts, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
N + |
NOK |
|
|
|
|
|
|
(6) (7) |
|||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
S + |
|
|
|
|
|
|
|
(6) (7) |
|||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (9) |
||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
SN + |
|
|
|
|
|
|
|
(6) (7) (9) |
|||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) |
|||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Pioneer Buyer I, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Pioneer Buyer I, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
Singlewire Software, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Singlewire Software, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Smarsh, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) |
|||||
Smarsh, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Smarsh, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) (9) |
|||||
WorkForce Software, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
WorkForce Software, LLC |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
19
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
WorkForce Software, LLC |
Software |
S + |
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
WorkForce Software, LLC |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
||
Zarya Intermediate, LLC (dba iOFFICE) |
Software |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
S + |
|
|
|
|
|
|
(6) |
|||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
S + |
|
|
|
|
|
|
(6) (9) |
|||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
Ortholite, LLC |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
NCWS Intermediate, Inc. (dba National Carwash Solutions) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) |
|||||
NCWS Intermediate, Inc. (dba National Carwash Solutions) |
Trading Companies & Distributors |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
NCWS Intermediate, Inc. (dba National Carwash Solutions) |
Trading Companies & Distributors |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) |
|||||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
United Flow Technologies Intermediate Holdco II, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) |
|||||
United Flow Technologies Intermediate Holdco II, LLC |
Trading Companies & Distributors |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (9) |
||
United Flow Technologies Intermediate Holdco II, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(6) (9) |
|||||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (10) - |
|
|
|
|
|
|
|
|
|
|
|
|||
Doxim, Inc. |
Financial Services |
S + |
$ |
|
$ |
|
$ |
|
(6) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
EDB Parent, LLC (dba Enterprise DB) |
Software |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
EDB Parent, LLC (dba Enterprise DB) |
Software |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
K2 Towers III, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Tarpon Towers II LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Tarpon Towers II LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Towerco IV Holdings, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
20
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
2nd Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
MPI Engineered Technologies, LLC |
Automobile Components |
$ |
|
$ |
|
$ |
|
(8) |
||||||
MPI Products LLC |
Automobile Components |
|
|
|
|
|
— |
|
|
— |
|
(8) (12) |
||
Wine.com, LLC |
Beverages |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Wine.com, LLC |
Beverages |
S + |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Chase Industries, Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
|
— |
|
|
— |
|
(6) (8) (12) |
||
Chase Industries, Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
|
|
|
(6) (8) (13) |
|||||
Sweep Midco LLC |
Commercial Services & Supplies |
|
|
|
|
|
— |
|
|
— |
|
(6) (8) (12) |
||
Sweep Midco LLC |
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Animal Supply Intermediate, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (11) (13) |
||||
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
Wine.com, Inc. |
Beverages |
|
S + |
$ |
|
$ |
— |
|
$ |
— |
|
(6) (8) (13) |
||
Wine.com, Inc. |
Beverages |
|
S + |
|
|
|
|
|
— |
|
(6) (8) (13) |
|||
Wine.com, Inc. |
Beverages |
|
S + |
|
|
|
|
|
— |
|
(6) (8) (13) |
|||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
(8) (13) |
||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
(6) (8) |
|||||
Total Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Investment (1)(5) |
Industry(2) |
Interest |
Initial |
|
Shares(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Equity Securities - |
|
|
|
|
|
|
|
|
|
|
|
|||
Canada - |
|
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
Prairie Provident Resources, Inc. |
Oil, Gas & Consumable Fuels |
|
|
|
|
|
$ |
|
$ |
|
(7) (12) |
|||
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Germany - |
|
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
|
$ |
— |
|
$ |
— |
|
(7) (8) (11) (12) |
||
Total Common Stock |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
Preferred Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
|
$ |
|
$ |
— |
|
(7) (8) (11) (13) |
|||
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
— |
|
|
||
Total Germany |
|
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
Singapore - |
|
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
Conergy Asia & ME Pte. LTD. |
Construction & Engineering |
|
|
|
|
$ |
|
$ |
— |
|
(7) (8) (11) (12) |
|||
Total Common Stock |
|
|
|
|
|
|
|
|
|
— |
|
|
||
Total Singapore |
|
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
21
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) |
Industry(2) |
Interest |
Initial |
Shares(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|||
VisionSafe Parent, LLC |
Aerospace & Defense |
|
|
|
$ |
|
$ |
|
(6) (12) |
||||
Thrasio, LLC |
Broadline Retail |
|
|
|
|
— |
|
|
— |
|
(6) (8) (11) (12) |
||
Elah Holdings, Inc. |
Capital Markets |
|
|
|
|
|
|
|
(6) (8) (11) (12) |
||||
Foundation Software - Class B |
Construction & Engineering |
|
|
|
|
— |
|
|
|
(6) (8) (12) |
|||
Animal Supply Holdings, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (11) (12) |
|||
Animal Supply Holdings, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (11) (12) |
|||
RPC ABC Investment Holdings LLC (dba ABC Plumbing) |
Diversified Consumer Services |
|
|
|
|
|
|
|
(6) (11) (12) |
||||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
|
|
|
|
|
|
|
(6) (8) (11) (12) |
||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Iracore International Holdings, Inc. |
Energy Equipment & Services |
|
|
|
|
|
|
|
(8) (11) (12) |
||||
Country Fresh Holding Company Inc. |
Food Products |
|
|
|
|
|
|
— |
|
(6) (8) (12) |
|||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
|
|
|
— |
|
|
— |
|
(8) (11) (12) |
||
PPT Management Holdings, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
|
|
|
— |
|
|
— |
|
(8) (12) |
||
Total Vision LLC |
Health Care Providers & Services |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
|
|
— |
|
|
— |
|
(6) (8) (11) (12) |
||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
|||
Preferred Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Wine.com, LLC |
Beverages |
|
|
|
$ |
|
$ |
— |
|
(6) (8) (12) |
|||
Wine.com, LLC |
Beverages |
|
|
|
|
|
|
— |
|
(6) (8) (12) |
|||
Foundation Software |
Construction & Engineering |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
|
|
|
|
|
|
(8) (11) (12) |
||||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
— |
|
|
— |
|
|
— |
|
(6) (8) (11) (12) (16) |
|
WSO2, Inc. |
IT Services |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
CloudBees, Inc. |
Software |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|||
Warrants - |
|
|
|
|
|
|
|
|
|
|
|||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
$ |
— |
|
$ |
— |
|
(6) (8) (12) |
||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
— |
|
|
— |
|
(6) (8) (12) |
||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
— |
|
|
— |
|
(6) (8) (12) |
||
CloudBees, Inc. |
Software |
|
|
|
|
|
|
|
(6) (8) (12) |
||||
Total Warrants |
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Equity Securities |
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Investments - |
|
|
|
|
|
$ |
|
$ |
|
|
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
22
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
PIK – Payment-In-Kind
ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty |
Currency Purchased |
Currency Sold |
Settlement |
Unrealized |
|
|
Bank of America, N.A. |
USD |
GBP |
$ |
( |
) |
|
Bank of America, N.A. |
USD |
Euro |
|
( |
) |
|
Bank of America, N.A. |
USD |
GBP |
|
( |
) |
|
|
|
|
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
23
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Canada - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Trader Corporation |
Automobiles |
C + |
CAD |
|
|
$ |
|
$ |
|
(6) (7) (8) |
|||||
Trader Corporation |
Automobiles |
|
C + |
CAD |
|
|
|
— |
|
|
— |
|
(6) (7) (8) (9) |
||
Recochem, Inc |
Chemicals |
C + |
|
|
|
|
|
|
|
(6) (7) |
|||||
Recochem, Inc |
Chemicals |
C + |
CAD |
|
|
|
|
|
|
(6) (7) |
|||||
Recochem, Inc |
Chemicals |
|
C + |
CAD |
|
|
|
( |
) |
|
( |
) |
(6) (7) (9) |
||
Recochem, Inc |
Chemicals |
|
C + |
CAD |
|
|
|
( |
) |
|
( |
) |
(6) (7) (9) |
||
ATX Networks Corp. |
Communications Equipment |
S + |
|
|
|
|
|
|
|
(6) (8) (10) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Prophix Software Inc. (dba Pound Bidco) |
Financial Services |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(6) (7) (8) (9) |
||
1272775 B.C. LTD. (dba Everest Clinical Research) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
1272775 B.C. LTD. (dba Everest Clinical Research) |
Professional Services |
|
P + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Everest Clinical Research Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Rodeo Buyer Company (dba Absorb Software) |
Professional Services |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
Rodeo Buyer Company (dba Absorb Software) |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
iWave Information Systems, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
iWave Information Systems, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (11) - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Doxim, Inc. |
Financial Services |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
ATX Networks Corp. |
Communications Equipment |
|
$ |
|
$ |
|
$ |
|
(6) (8) (10) |
||||||
Total Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Germany - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
$ |
|
$ |
|
$ |
|
(6) (8) (10) (12) |
||||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
|
|
|
|
|
— |
|
(6) (8) (10) (12) |
|||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Germany |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Singapore - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Conergy Asia & ME Pte. LTD. |
Construction & Engineering |
|
|
|
$ |
|
$ |
|
$ |
— |
|
(6) (8) (10) (12) |
|||
Total Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
— |
|
|
||
Total Singapore |
|
|
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
24
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
United Kingdom - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Clearcourse Partnership Acquireco Finance Limited |
IT Services |
SN + |
GBP |
|
|
$ |
|
$ |
|
(6) (7) (8) |
|||||
Clearcourse Partnership Acquireco Finance Limited |
IT Services |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) (9) |
|||||
Bigchange Group Limited |
Software |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Bigchange Group Limited |
Software |
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (8) |
|||||
Bigchange Group Limited |
Software |
|
SN + |
GBP |
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total United Kingdom |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
|
S + |
0 |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
|
Thrasio, LLC |
Broadline Retail |
|
S + |
|
|
|
|
|
|
|
(7) (8) (13) |
||||
Acuity Specialty Products, Inc. (dba Zep Inc.) |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Elemica Parent, Inc. |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
3SI Security Systems, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(8) |
|||||
3SI Security Systems, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(8) |
|||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(7) (9) |
||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(7) (9) |
||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
— |
|
|
— |
|
(7) (9) |
||
Halo Branded Solutions, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sweep Purchaser LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) |
|||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
VRC Companies, LLC (dba Vital Records Control) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
VRC Companies, LLC (dba Vital Records Control) |
Commercial Services & Supplies |
|
P + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Superman Holdings, LLC (dba Foundation Software) |
Construction & Engineering |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
S + |
|
|
|
|
|
|
|
(7) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
25
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
|
S + |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
(7) (9) |
||
A Place For Mom, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
|
|||||
Assembly Intermediate LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Assembly Intermediate LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Assembly Intermediate LLC |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
CorePower Yoga LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CorePower Yoga LLC |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Helios Buyer, Inc. (dba Heartland) |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (10) |
|||||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) (10) |
|||||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
|
S + |
0 |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) (10) |
|
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Iracore International Holdings, Inc. |
Energy Equipment & Services |
S + |
|
|
|
|
|
|
|
(8) (10) |
|||||
Checkmate Finance Merger Sub, LLC |
Entertainment |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Checkmate Finance Merger Sub, LLC |
Entertainment |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Picture Head Midco LLC |
Entertainment |
S + |
|
|
|
|
|
|
|
(7) (8) (14) |
|||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Aria Systems, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
BSI3 Menu Buyer, Inc (dba Kydia) |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
BSI3 Menu Buyer, Inc (dba Kydia) |
Financial Services |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(7) (8) (9) |
||
Computer Services, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
Financial Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
26
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
MerchantWise Solutions, LLC (dba HungerRush) |
Financial Services |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) (9) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
StarCompliance Intermediate, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Eptam Plastics, Ltd. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Riverpoint Medical, LLC |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Viant Medical Holdings, Inc. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Argos Health Holdings, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(8) |
|||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
|
(8) (13) |
||||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
— |
|
|
|
(8) (9) |
|||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Capitol Imaging Acquisition Corp. |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CFS Management, LLC (dba Center for Sight Management) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Coding Solutions Acquisition, Inc. |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
CORA Health Holdings Corp |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CORA Health Holdings Corp |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
DECA Dental Holdings LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
27
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
(7) (8) (9) |
||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Honor HN Buyer, Inc |
Health Care Providers & Services |
P + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
|
(7) (8) (13) |
||||
Millstone Medical Outsourcing, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Millstone Medical Outsourcing, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
One GI LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Premier Care Dental Management, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Premier Care Dental Management, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Premier Care Dental Management, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Premier Imaging, LLC (dba Lucid Health) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Purfoods, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Purfoods, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
SpendMend, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
28
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
Health Care Providers & Services |
P + |
|
|
|
|
|
|
( |
) |
(7) (8) (9) |
||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Total Vision LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
USN Opco LLC (dba Global Nephrology Solutions) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Businessolver.com, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Businessolver.com, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
ESO Solutions, Inc |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
ESO Solutions, Inc |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Experity, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Experity, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(7) (8) (9) |
||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
GHA Buyer Inc. (dba Cedar Gate) |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
HealthEdge Software, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
HealthEdge Software, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
HealthEdge Software, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Intelligent Medical Objects, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Intelligent Medical Objects, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Intelligent Medical Objects, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
|
|
|
|
|
|
(7) (8) (10) (13) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
29
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
PDDS Holdco, Inc. (dba Planet DDS) |
Health Care Technology |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) (9) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
PlanSource Holdings, Inc. |
Health Care Technology |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
WebPT, Inc. |
Health Care Technology |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Zodiac Intermediate, LLC (dba Zipari) |
Health Care Technology |
|
S + |
|
|
|
|
|
|
|
(7) (8) (13) |
||||
Zodiac Intermediate, LLC (dba Zipari) |
Health Care Technology |
|
S + |
|
|
|
|
|
|
|
(7) (8) (13) |
||||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
Hotels, Restaurants & Leisure |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
Hotels, Restaurants & Leisure |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) |
Household Products |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(7) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(7) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(7) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(7) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
|
(7) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
30
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Sunstar Insurance Group, LLC |
Insurance |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) (9) |
|||||
Lithium Technologies, Inc. |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (14) |
|||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
SPay, Inc. (dba Stack Sports) |
Interactive Media & Services |
S + |
|
|
|
|
|
|
|
(7) (8) (14) |
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Kaseya Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Wellness AcquisitionCo, Inc. (dba SPINS) |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
WSO2, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Xactly Corporation |
IT Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Xactly Corporation |
IT Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Recorded Books Inc. (dba RBMedia) |
Media |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Recorded Books Inc. (dba RBMedia) |
Media |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
LS Clinical Services Holdings, Inc (dba CATO) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
LS Clinical Services Holdings, Inc (dba CATO) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Amspec Parent, LLC |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Bullhorn, Inc. |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Chronicle Bidco Inc. (dba Lexitas) |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Chronicle Bidco Inc. (dba Lexitas) |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Diligent Corporation |
Professional Services |
E + |
EUR |
|
|
|
|
|
|
(7) (8) |
|||||
Diligent Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Diligent Corporation |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
iCIMS, Inc. |
Professional Services |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(7) (8) (9) |
||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
31
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
|
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
S + |
|
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
NFM & J, L.P. (dba the Facilities Group) |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Pluralsight, Inc |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Pluralsight, Inc |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
HowlCO LLC (dba Lone Wolf) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(6) (7) (8) |
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
|
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
|
|||||
MRI Software LLC |
Real Estate Mgmt. & Development |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(9) |
||
Zarya Intermediate, LLC (dba iOFFICE) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Zarya Intermediate, LLC (dba iOFFICE) |
Real Estate Mgmt. & Development |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Acquia, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Acquia, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Acquia, Inc. |
Software |
|
S + |
|
|
|
|
— |
|
|
— |
|
(7) (8) (9) |
||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
AQ Helios Buyer, Inc. (dba SurePoint) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
CloudBees, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
CloudBees, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Gainsight, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Gainsight, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
NAVEX TopCo, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) |
|||||
NAVEX TopCo, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Ncontracts, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
32
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Ncontracts, LLC |
Software |
|
S + |
$ |
|
$ |
( |
) |
$ |
( |
) |
(7) (9) |
||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
(7) |
|||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Pioneer Buyer I, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Pioneer Buyer I, LLC |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Singlewire Software, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Singlewire Software, LLC |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Smarsh, Inc. |
Software |
S + |
|
|
|
|
|
|
(8) |
|||||
Smarsh, Inc. |
Software |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Smarsh, Inc. |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Sundance Group Holdings, Inc. (dba NetDocuments) |
Software |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
WorkForce Software, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
WorkForce Software, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
WorkForce Software, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
WorkForce Software, LLC |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Badger Sportswear, Inc. |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
(8) |
|||||
Ortholite, LLC |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
PT Intermediate Holdings III, LLC (dba Parts Town) |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
Internet Truckstop Group, LLC (dba Truckstop) |
Transportation Infrastructure |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Internet Truckstop Group, LLC (dba Truckstop) |
Transportation Infrastructure |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (11) - |
|
|
|
|
|
|
|
|
|
|
|
|||
Doxim, Inc. |
Financial Services |
S + |
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
Doxim, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
EDB Parent, LLC (dba Enterprise DB) |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
EDB Parent, LLC (dba Enterprise DB) |
Software |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) |
|||||
K2 Towers III, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Towerco IV Holdings, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
33
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Reference Rate |
Maturity |
Par(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
2nd Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
MPI Products LLC |
Automobile Components |
|
|
$ |
|
$ |
— |
|
$ |
— |
|
(8) (12) |
||
MPI Engineered Technologies, LLC |
Automobile Components |
|
|
|
|
|
|
|
(8) (13) |
|||||
Wine.com, LLC |
Beverages |
S + |
|
|
|
|
|
|
(7) (8) (14) |
|||||
Chase Industries, Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
|
|
|
(7) (8) (13) |
|||||
Chase Industries, Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
|
— |
|
|
— |
|
(7) (8) (12) |
||
Animal Supply Intermediate, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (10) (13) |
||||
Genesis Acquisition Co. (dba ProCare Software) |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Genesis Acquisition Co. (dba ProCare Software) |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Genesis Acquisition Co. (dba ProCare Software) |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Genesis Acquisition Co. (dba ProCare Software) |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
Wine.com, Inc. |
Beverages |
S + |
$ |
|
$ |
|
$ |
|
(7) (8) |
|||||
Wine.com, Inc. |
Beverages |
|
S + |
|
|
|
|
|
|
(7) (8) (13) |
||||
Wine.com, Inc. |
Beverages |
|
S + |
|
|
|
— |
|
|
— |
|
(7) (8) (13) |
||
Bayside Opco, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
(8) (13) |
||||
CivicPlus LLC |
Software |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Total Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
34
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Initial |
Shares(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Equity Securities - |
|
|
|
|
|
|
|
|
|
|
|||
Canada - |
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Prairie Provident Resources, Inc. |
Oil, Gas & Consumable Fuels |
|
|
|
|
$ |
|
$ |
|
(6) (12) |
|||
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
$ |
|
$ |
|
|
|||
Germany - |
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
|
$ |
— |
|
$ |
— |
|
(6) (8) (10) (12) |
||
Total Common Stock |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
Preferred Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Kawa Solar Holdings Limited |
Construction & Engineering |
|
|
$ |
|
$ |
— |
|
(6) (8) (10) (13) |
||||
Total Preferred Stock |
|
|
|
|
|
|
|
|
— |
|
|
||
Total Germany |
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
Singapore - |
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Conergy Asia & ME Pte. LTD. |
Construction & Engineering |
|
|
|
$ |
|
$ |
— |
|
(6) (8) (10) (12) |
|||
Total Common Stock |
|
|
|
|
|
|
|
|
— |
|
|
||
Total Singapore |
|
|
|
|
|
$ |
|
$ |
— |
|
|
||
United States - |
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Elah Holdings, Inc. |
Capital Markets |
|
|
|
$ |
|
$ |
|
(7) (8) (10) (12) |
||||
ATX Parent Holdings, LLC - Class A Units |
Communications Equipment |
|
|
|
|
|
|
|
(6) (8) (10) (12) |
||||
Foundation Software - Class B |
Construction & Engineering |
|
|
|
|
— |
|
|
|
(7) (8) (12) |
|||
Animal Supply Holdings, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (10) (12) |
|||
Animal Supply Holdings, LLC |
Distributors |
|
|
|
|
|
|
— |
|
(8) (10) (12) |
|||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
Diversified Consumer Services |
|
|
|
|
|
|
|
(7) (8) (10) (12) |
||||
Whitewater Holding Company LLC |
Diversified Consumer Services |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Iracore International Holdings, Inc. |
Energy Equipment & Services |
|
|
|
|
|
|
|
(8) (10) (12) |
||||
Country Fresh Holding Company Inc. |
Food Products |
|
|
|
|
|
|
— |
|
(7) (8) (12) |
|||
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B |
Health Care Providers & Services |
|
|
|
|
|
|
|
(7) (8) (10) |
||||
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units |
Health Care Providers & Services |
|
|
|
|
|
|
|
(6) (7) (8) (10) |
||||
PPT Management Holdings, LLC (dba Pro-PT) |
Health Care Providers & Services |
|
|
|
|
— |
|
|
— |
|
(8) (12) |
||
Total Vision LLC |
Health Care Providers & Services |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
|
|
— |
|
|
— |
|
(7) (8) (10) (12) |
||
Volt Bidco, Inc. (dba Power Factors) |
Independent Power and Renewable Electricity Producers |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
Software |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
|||
Preferred Stock - |
|
|
|
|
|
|
|
|
|
|
|||
Wine.com, LLC |
Beverages |
|
|
|
$ |
|
$ |
— |
|
(7) (8) (12) |
|||
Wine.com, LLC |
Beverages |
|
|
|
|
|
|
— |
|
(7) (8) (12) |
|||
Foundation Software |
Construction & Engineering |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
MedeAnalytics, Inc. |
Health Care Technology |
|
|
— |
|
|
— |
|
|
— |
|
(7) (8) (10) (12) (16) |
|
WSO2, Inc. |
IT Services |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
CloudBees, Inc. |
Software |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Governmentjobs.com, Inc. (dba NeoGov) |
Software |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
35
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) |
Industry(2) |
Interest |
Initial |
Shares(4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Warrants - |
|
|
|
|
|
|
|
|
|
|
|||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
$ |
— |
|
$ |
— |
|
(7) (8) (12) |
||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
— |
|
|
— |
|
(7) (8) (12) |
||
KDOR Holdings Inc. (dba Senneca Holdings) |
Building Products |
|
|
|
|
— |
|
|
— |
|
(7) (8) (12) |
||
CloudBees, Inc. |
Software |
|
|
|
|
|
|
|
(7) (8) (12) |
||||
Total Warrants |
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Equity Securities |
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Investments - |
|
|
|
|
|
$ |
|
$ |
|
|
|||
PIK – Payment-In-Kind
ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty |
Currency Purchased |
Currency Sold |
Settlement |
Unrealized |
|
|
Bank of America, N.A. |
USD |
GBP |
$ |
( |
) |
|
Bank of America, N.A. |
USD |
Euro |
|
( |
) |
|
Bank of America, N.A. |
USD |
GBP |
|
( |
) |
|
|
|
|
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
36
Goldman Sachs BDC, Inc.
Notes to the Consolidated Financial Statements
(in thousands, except share and per share amounts)
(Unaudited)
Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. (“GS Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2013.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, 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.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries.
On March 23, 2015, the Company completed its initial public offering and the Company’s common stock began trading on the New York Stock Exchange under the symbol “GSBD.”
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies.
Basis of Presentation
The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.
Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, BDC Blocker I, LLC, GSBD Blocker II, LLC, GSBD Wine I, LLC, GSBD Blocker III, LLC, GSBD Blocker IV, LLC, GSBD Blocker V, LLC, MMLC Blocker I, LLC, MMLC Blocker II, LLC, MMLC Wine I, LLC, and MMLC Blocker III, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
37
Revenue Recognition
The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment.
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Prepayment premiums |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Accelerated amortization of upfront loan origination fees and unamortized discounts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another Account (as defined below) managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income.
Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.
Acquisition Accounting
On October 12, 2020, the Company completed its merger (the “Merger”) with Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2020. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, the investments were marked to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on the Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired is amortized over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. Amortization income of the Purchase Discount for the three and six months ended June 30, 2024, was $
38
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of June 30, 2024, the Company had certain investments held in 10 portfolio companies on non-accrual status, which represented
Investments
The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the board of directors of the Company (the “Board of Directors” or the “Board”), pursuant to Rule 2a-5 under the Investment Company Act.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:
39
Money Market Funds
Investments in money market funds are valued at NAV per share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”
Cash
Cash consists of deposits held at a custodian bank. As of June 30, 2024 and December 31, 2023, the Company held an aggregate cash balance of $
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.
Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
40
Derivatives
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value, and records changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.
Income Taxes
The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and six months ended June 30, 2024, the Company accrued excise taxes of $
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.
41
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company has a voluntary dividend reinvestment plan (the “DRIP”) that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If the distribution is subject to withholding tax as described above, only the net after-tax amount will be reinvested in additional shares. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, GS Group Inc. has opted out of the DRIP, and GS & Co. had also opted out of the DRIP in respect of shares of the Company’s common stock acquired through the 2022 10b5-1 Plan (as defined below).
Deferred Financing and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to a revolving credit facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Offering Costs
Offering costs consist of fees and expenses incurred in connection with equity offerings. Offering costs are charged against the proceeds from equity offerings when proceeds are received.
New Accounting Pronouncements
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company is assessing the impact of the new ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and disaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.
42
Investment Management Agreement
The Company entered into an investment management agreement (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.
Management Fee
The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is calculated at an annual rate of
For the three and six months ended June 30, 2024, Management Fees amounted to $
Incentive Fee
The incentive fee (the “Incentive Fee”) consists of
A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of
The Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.
The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to
i. Quarterly Incentive Fee Based on Income
For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.
The Incentive Fee based on income for each quarter is determined as follows:
43
The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).
The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a)
“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
For the three and six months ended June 30, 2024, Incentive Fees based on income amounted to $
ii. Annual Incentive Fee Based on Capital Gains
The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A)
The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative net realized capital gains and losses and aggregate cumulative net unrealized capital appreciation and depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to
For the three and six months ended June 30, 2024 and 2023, the Company did
Administration and Custodian Fees
The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and six months ended June 30, 2024, the Company incurred expenses for services provided by the Administrator and the Custodian of $
Transfer Agent Fees
The Company has entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. For the three and six months ended June 30, 2024, the Company incurred expenses for services provided by the Transfer Agent of $
44
Common Stock Repurchase Plans
In November 2021, the Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the "2022 10b5-1 Plan"), which provided for the Company to repurchase up to $
Under the 2022 10b5-1 Plan, no purchases were permitted to be made if such purchases would cause the Company’s Debt/Equity Ratio to exceed the lower of (a)
Any repurchase by the Company of its common stock under any 10b5-1 plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market.
45
Affiliates
GS Group Inc. owned
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Beginning Fair Value Balance |
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Gross |
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Gross |
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Net Realized |
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Net Change in |
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Ending Fair Value Balance |
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Dividend, |
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For the Six Months Ended June 30, 2024 |
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Non-Controlled Affiliates |
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Goldman Sachs Financial Square Government Fund |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
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||
ABC Investment Holdco Inc. (dba ABC Plumbing) |
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— |
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( |
) |
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— |
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( |
) |
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Animal Supply Holdings, LLC |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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ATX Networks Corp. |
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( |
) |
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( |
) |
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( |
) |
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— |
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Collaborative Imaging, LLC (dba Texas Radiology Associates) |
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— |
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( |
) |
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( |
) |
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— |
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Conergy Asia & ME Pte. LTD |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Elah Holdings, Inc. |
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— |
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— |
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— |
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— |
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— |
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Iracore International Holdings, Inc. |
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— |
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— |
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— |
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( |
) |
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Kawa Solar Holdings Limited |
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— |
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— |
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— |
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( |
) |
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— |
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MedeAnalytics, Inc. |
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— |
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— |
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— |
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— |
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Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
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( |
) |
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— |
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Thrasio, LLC |
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— |
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— |
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— |
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— |
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LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
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— |
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— |
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— |
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( |
) |
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Total Non-Controlled Affiliates |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
( |
) |
|
$ |
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|
$ |
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||||
Total Affiliates |
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$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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$ |
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|
$ |
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||||
For the Year Ended December 31, 2023 |
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Controlled Affiliates |
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Bolttech Mannings, Inc. |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
( |
) |
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$ |
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$ |
— |
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$ |
— |
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Total Controlled Affiliates |
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$ |
— |
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$ |
— |
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$ |
— |
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|
$ |
( |
) |
|
$ |
|
|
$ |
— |
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|
$ |
— |
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Non-Controlled Affiliates |
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|||||||
Goldman Sachs Financial Square Government Fund |
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$ |
— |
|
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$ |
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$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
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$ |
|
||
Animal Supply Holdings, LLC |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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ATX Networks Corp. |
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( |
) |
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— |
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( |
) |
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Collaborative Imaging, LLC (dba Texas Radiology Associates) |
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— |
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— |
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— |
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( |
) |
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Conergy Asia & ME Pte. LTD |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Elah Holdings, Inc. |
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— |
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— |
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— |
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— |
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— |
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||
Iracore International Holdings, Inc. |
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— |
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— |
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— |
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Kawa Solar Holdings Limited |
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— |
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— |
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|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
||
MedeAnalytics, Inc. |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Total Non-Controlled Affiliates |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Total Affiliates |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
46
Due to Affiliates
The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of June 30, 2024 and December 31, 2023, there were $
Co-investment Activity
In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it 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 the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (as amended, the “Relief”). 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 registered investment companies, have an investment in such existing portfolio company. Additionally, if the Investment Adviser forms other funds in the future, the Company 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 the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.
The Company’s investments (excluding investments in money market funds, if any) consisted of the following:
|
|
June 30, 2024 |
|
December 31, 2023 |
|
||||||||||
Investment Type |
|
Cost |
|
|
Fair Value |
|
Cost |
|
|
Fair Value |
|
||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
||||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
||||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured Debt |
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
||||
47
The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
||||||||||
Industry |
|
Fair Value |
|
|
Net Assets |
|
|
Fair Value |
|
|
Net Assets |
|
|
||||
Software |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
||||
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate Mgmt. & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interactive Media & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automobiles |
|
|
|
|
|
|
|
|
— |
|
(1) |
|
— |
|
(1) |
||
Independent Power and Renewable Electricity Producers |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Household Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automobile Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Retail |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Broadline Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Textiles, Apparel & Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, Gas & Consumable Fuels(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Food Products(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Distributors(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Transportation Infrastructure |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
||||
The geographic composition of the Company’s investments at fair value was as follows:
Geographic |
|
June 30, |
|
|
December 31, |
|
|
||
United States |
|
|
% |
|
|
% |
|
||
Canada |
|
|
|
|
|
|
|
||
United Kingdom |
|
|
|
|
|
|
|
||
Germany |
|
|
— |
|
(1) |
|
|
|
|
Singapore (1) |
|
|
— |
|
|
|
— |
|
|
Total |
|
|
% |
|
|
% |
|
||
48
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
49
Level 2 Instruments |
|
Valuation Techniques and Significant Inputs |
Equity and Fixed Income |
|
The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. |
|
|
|
Derivative Contracts |
|
Over-the-counter (“OTC”) derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
Level 3 Instruments |
|
Valuation Techniques and Significant Inputs |
Bank Loans, Corporate Debt, and Other Debt Obligations |
|
Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. |
|
|
|
Equity |
|
Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets. |
50
Level 3 Instruments |
|
Fair Value(1)(2) |
|
Valuation Techniques(3) |
Significant Unobservable |
Range of Significant |
Weighted |
|
As of June 30, 2024 |
|
|
|
|
|
|
|
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
||||||||
1st Lien/Senior Secured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Collateral analysis |
Recovery Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
|||
1st Lien/Last-Out Unitranche |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
2nd Lien/Senior Secured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
|||
Unsecured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
— |
||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
Equity |
||||||||
Preferred Stock |
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
|||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
|||
Common Stock |
|
$ |
|
Discounted cash flows |
Discount Rate |
— |
||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
|||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
Warrants |
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
As of December 31, 2023 |
|
|
|
|
|
|
|
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
||||||||
1st Lien/Senior Secured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
|
|
$ |
|
Collateral analysis |
Recovery Rate |
— |
||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
|||
1st Lien/Last-Out Unitranche |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
2nd Lien/Senior Secured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
Unsecured Debt |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
Equity |
||||||||
Preferred Stock |
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
|||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
|||
Common Stock |
|
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
$ |
|
Comparable multiples |
EV/EBITDA(6) |
|||
|
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
Warrants |
|
$ |
|
Comparable multiples |
EV/Revenue |
— |
||
51
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.
The following is a summary of the Company’s assets categorized within the fair value hierarchy:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
Assets |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
1st Lien/Senior Secured Debt |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
1st Lien/Last-Out Unitranche |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
2nd Lien/Senior Secured Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Unsecured Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Common Stock |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||||
Warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Unrealized appreciation (depreciation) on foreign currency forward contracts |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
The below table presents a summary of changes in fair value of Level 3 assets by investment type:
|
|
Beginning Balance |
|
|
Purchases |
|
|
Net |
|
|
Net Change in |
|
|
Sales and |
|
|
Net |
|
|
Transfers |
|
|
Transfers |
|
|
Ending |
|
|
|
|
||||||||||
For the Six Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|||||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||||
Unsecured Debt |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|||
Preferred Stock |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||||
Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|||||
For the Six Months Ended June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|||||
Unsecured Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||||
Preferred Stock |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Common Stock |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||||
52
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
|
|
|
|
As of |
|
|||||
|
|
Level |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Revolving Credit Facility |
|
3 |
|
$ |
|
|
$ |
|
||
2025 Notes |
|
2 |
|
$ |
|
|
$ |
|
||
2026 Notes |
|
2 |
|
$ |
|
|
$ |
|
||
2027 Notes |
|
2 |
|
$ |
|
|
$ |
— |
|
|
The Company is permitted to borrow amounts such that its asset coverage ratio, as defined in the
The Company’s outstanding debt was as follows:
|
|
As of |
|
|||||||||||||||||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Aggregate |
|
|
Amount |
|
|
Carrying |
|
|
Aggregate |
|
|
Amount |
|
|
Carrying |
|
||||||
Revolving Credit Facility(2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
2025 Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
2026 Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
2027 Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The combined weighted average interest rate of the aggregate borrowings outstanding for the six months ended June 30, 2024 was
53
Revolving Credit Facility
On September 19, 2013, the Company entered into a senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility. The Company has amended and restated the
The aggregate committed borrowing amount under the Revolving Credit Facility is $
The Revolving Credit Facility may be guaranteed by certain of the Company’s domestic subsidiaries, including any that are formed or acquired by the Company in the future. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of $
Costs of $
The below table presents the summary information of the Revolving Credit Facility:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Borrowing interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Facility fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Average outstanding balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
54
2025 Notes
On February 10, 2020, the Company closed an offering of $
The below table presents the components of the carrying value of the 2025 Notes:
|
|
June 30, |
|
|
December 31, |
|
||
Principal amount of debt |
|
$ |
|
|
$ |
|
||
Unamortized debt issuance costs |
|
|
|
|
|
|
||
Carrying Value |
|
$ |
|
|
$ |
|
||
The below table presents the components of interest and other debt expenses related to the 2025 Notes:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Borrowing interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2026 Notes
On November 24, 2020, the Company closed an offering of $
The below table presents the components of the carrying value of the 2026 Notes:
|
|
June 30, |
|
|
December 31, |
|
||
Principal amount of debt |
|
$ |
|
|
$ |
|
||
Unamortized debt issuance costs |
|
|
|
|
|
|
||
Carrying Value |
|
$ |
|
|
$ |
|
||
The below table presents the components of interest and other debt expenses related to the 2026 Notes:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Borrowing interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2027 Notes
On March 11, 2024, the Company closed an offering of $
The below table presents the components of the carrying value of the 2027 Notes:
|
|
June 30, |
|
|
December 31, |
|
||
Principal amount of debt |
|
$ |
|
|
$ |
— |
|
|
Unamortized debt issuance costs |
|
|
|
|
|
— |
|
|
Carrying Value |
|
$ |
|
|
$ |
— |
|
|
55
The below table presents the components of interest and other debt expenses related to the 2027 Notes:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Borrowing interest expense |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Amortization of debt issuance costs |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included on the Consolidated Statements of Assets and Liabilities as other assets. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.
For the three and six months ended June 30, 2024, the Company’s average USD notional exposure to foreign currency forward contracts was $
The Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Assets and Liabilities, all of which are with Bank of America, N.A., was as follows:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Gross Amount of Assets |
|
$ |
— |
|
|
$ |
— |
|
Gross Amount of Liabilities |
|
|
( |
) |
|
|
( |
) |
Net Amount of Assets or (Liabilities) |
|
$ |
( |
) |
|
$ |
( |
) |
Collateral (Received) Pledged (1) |
|
|
|
|
|
|
||
Net Amounts (2) |
|
$ |
— |
|
|
$ |
( |
) |
The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Net realized gain (loss) on foreign currency forward contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total net realized and unrealized gains (losses) on foreign currency forward contracts |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
56
Commitments
The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to transaction-related contingencies. As of June 30, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.
|
|
Unfunded Commitment Balances(1) |
|
|||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
1st Lien/Senior Secured Debt |
|
|
|
|
|
|
||
1272775 B.C. LTD. (dba Everest Clinical Research) |
|
$ |
|
|
$ |
|
||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
|
|
|
|
|
|
||
ABC Investment Holdco Inc. (dba ABC Plumbing) |
|
|
|
|
|
|
||
Acquia, Inc. |
|
|
|
|
|
|
||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
|
|
|
|
|
|
||
AI Titan Parent, Inc. (dba Prometheus) |
|
|
|
|
|
|
||
Amspec Parent, LLC |
|
|
|
|
|
|
||
AQ Helios Buyer, Inc. (dba SurePoint) |
|
|
|
|
|
|
||
AQ Sunshine, Inc. (dba Relation Insurance) |
|
|
|
|
|
|
||
Arrow Buyer, Inc. (dba Archer Technologies) |
|
|
|
|
|
|
||
Artifact Bidco, Inc. (dba Avetta) |
|
|
|
|
|
|
||
ASM Buyer, Inc. |
|
|
|
|
|
|
||
Assembly Intermediate LLC |
|
|
|
|
|
|
||
ATX Networks Corp. |
|
|
|
|
|
|
||
Bayside Opco, LLC (dba Pro-PT) |
|
|
|
|
|
|
||
Bigchange Group Limited |
|
|
|
|
|
|
||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
|
|
|
|
|
|
||
BSI3 Menu Buyer, Inc (dba Kydia) |
|
|
|
|
|
|
||
Bullhorn, Inc. |
|
|
|
|
|
|
||
Businessolver.com, Inc. |
|
|
|
|
|
|
||
Capitol Imaging Acquisition Corp. |
|
|
|
|
|
|
||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
|
|
|
|
|
|
||
Checkmate Finance Merger Sub, LLC |
|
|
|
|
|
|
||
Chronicle Bidco Inc. (dba Lexitas) |
|
|
|
|
|
|
||
CI (Quercus) Intermediate Holdings, LLC (dba SavATree) |
|
|
|
|
|
|
||
Circustrix Holdings, LLC (dba SkyZone) |
|
|
|
|
|
|
||
CivicPlus LLC |
|
|
|
|
|
|
||
Clearcourse Partnership Acquireco Finance Limited |
|
|
|
|
|
|
||
Coding Solutions Acquisition, Inc. |
|
|
|
|
|
|
||
Computer Services, Inc. |
|
|
|
|
|
|
||
CorePower Yoga LLC |
|
|
|
|
|
|
||
Coretrust Purchasing Group LLC |
|
|
|
|
|
|
||
Crewline Buyer, Inc. (dba New Relic) |
|
|
|
|
|
|
||
CST Buyer Company (dba Intoxalock) |
|
|
|
|
|
|
||
DECA Dental Holdings LLC |
|
|
|
|
|
|
||
Diligent Corporation |
|
|
|
|
|
|
||
Elemica Parent, Inc. |
|
|
|
|
|
|
||
ESO Solutions, Inc. |
|
|
|
|
|
|
||
Experity, Inc. |
|
|
|
|
|
|
||
Formulations Parent Corporation (dba Chase Corp) |
|
|
|
|
|
|
||
Frontgrade Technologies Holdings Inc. |
|
|
|
|
|
|
||
Fullsteam Operations LLC |
|
|
|
|
|
|
||
Gainsight, Inc. |
|
|
|
|
|
|
||
GHA Buyer Inc. (dba Cedar Gate) |
|
|
|
|
|
|
||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
|
|
|
|
|
||
Governmentjobs.com, Inc. (dba NeoGov) |
|
|
|
|
|
|
||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
|
|
|
|
|
|
||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
|
|
|
|
|
|
||
57
|
|
Unfunded Commitment Balances(1) |
|
|||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Harrington Industrial Plastics, LLC |
|
$ |
|
|
$ |
|
||
HealthEdge Software, Inc. |
|
|
|
|
|
|
||
Helios Buyer, Inc. (dba Heartland) |
|
|
|
|
|
|
||
Highfive Dental Holdco, LLC |
|
|
|
|
|
|
||
Honor HN Buyer, Inc |
|
|
|
|
|
|
||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
|
|
|
|
|
||
iCIMS, Inc. |
|
|
|
|
|
|
||
Intelligent Medical Objects, Inc. |
|
|
|
|
|
|
||
Internet Truckstop Group, LLC (dba Truckstop) |
|
|
|
|
|
|
||
iWave Information Systems, Inc. |
|
|
|
|
|
|
||
Kaseya Inc. |
|
|
|
|
|
|
||
Kene Acquisition, Inc. (dba Entrust) |
|
|
|
|
|
|
||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
|
|
|
|
|
||
LS Clinical Services Holdings, Inc (dba CATO) |
|
|
|
|
|
|
||
MerchantWise Solutions, LLC (dba HungerRush) |
|
|
|
|
|
|
||
Millstone Medical Outsourcing, LLC |
|
|
|
|
|
|
||
MRI Software LLC |
|
|
|
|
|
|
||
NAVEX TopCo, Inc. |
|
|
|
|
|
|
||
Ncontracts, LLC |
|
|
|
|
|
|
||
NCWS Intermediate, Inc. (dba National Carwash Solutions) |
|
|
|
|
|
|
||
NFM & J, L.P. (dba the Facilities Group) |
|
|
|
|
|
|
||
Northstar Acquisition HoldCo, LLC (dba n2y) |
|
|
|
|
|
|
||
One GI LLC |
|
|
|
|
|
|
||
Onyx CenterSource, Inc. |
|
|
|
|
|
|
||
PDDS Holdco, Inc. (dba Planet DDS) |
|
|
|
|
|
|
||
Pioneer Buyer I, LLC |
|
|
|
|
|
|
||
PlanSource Holdings, Inc. |
|
|
|
|
|
|
||
Pluralsight, Inc |
|
|
|
|
|
|
||
Premier Care Dental Management, LLC |
|
|
|
|
|
|
||
Project Accelerate Parent, LLC (dba ABC Fitness) |
|
|
|
|
|
|
||
Prophix Software Inc. (dba Pound Bidco) |
|
|
|
|
|
|
||
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
|
|
|
|
|
||
Recochem, Inc |
|
|
|
|
|
|
||
Recorded Books Inc. (dba RBMedia) |
|
|
|
|
|
|
||
Riverpoint Medical, LLC |
|
|
|
|
|
|
||
Rodeo Buyer Company (dba Absorb Software) |
|
|
|
|
|
|
||
Rubrik, Inc. |
|
|
|
|
|
|
||
Singlewire Software, LLC |
|
|
|
|
|
|
||
Smarsh, Inc. |
|
|
|
|
|
|
||
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
|
|
|
|
|
|
||
SpendMend, LLC |
|
|
|
|
|
|
||
StarCompliance Intermediate, LLC |
|
|
|
|
|
|
||
Sundance Group Holdings, Inc. (dba NetDocuments) |
|
|
|
|
|
|
||
Sunshine Cadence HoldCo, LLC (dba Cadence Education) |
|
|
|
|
|
|
||
Sunstar Insurance Group, LLC |
|
|
|
|
|
|
||
Superior Environmental Solutions |
|
|
|
|
|
|
||
Superman Holdings, LLC (dba Foundation Software) |
|
|
|
|
|
|
||
Sweep Purchaser LLC |
|
|
|
|
|
|
||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
|
|
|
|
|
||
Total Vision LLC |
|
|
|
|
|
|
||
Trader Corporation |
|
|
|
|
|
|
||
United Flow Technologies Intermediate Holdco II, LLC |
|
|
|
|
|
|
||
UP Acquisition Corp. (dba Unified Power) |
|
|
|
|
|
|
||
USA DeBusk, LLC |
|
|
|
|
|
|
||
USN Opco LLC (dba Global Nephrology Solutions) |
|
|
|
|
|
|
||
Valet Waste Holdings, Inc. (dba Valet Living) |
|
|
|
|
|
|
||
VASA Fitness Buyer, Inc. |
|
|
|
|
|
|
||
VisionSafe Holdings, Inc. |
|
|
|
|
|
|
||
Volt Bidco, Inc. (dba Power Factors) |
|
|
|
|
|
|
||
VRC Companies, LLC (dba Vital Records Control) |
|
|
|
|
|
|
||
WebPT, Inc. |
|
|
|
|
|
|
||
Wellness AcquisitionCo, Inc. (dba SPINS) |
|
|
|
|
|
|
||
Whitewater Holding Company LLC |
|
|
|
|
|
|
||
WorkForce Software, LLC |
|
|
|
|
|
|
||
Xactly Corporation |
|
|
|
|
|
|
||
Zarya Intermediate, LLC (dba iOFFICE) |
|
|
|
|
|
|
||
Zeus Company, Inc. |
|
|
|
|
|
|
||
Total 1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
||
58
|
|
Unfunded Commitment Balances(1) |
|
|||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
||
EDB Parent, LLC (dba Enterprise DB) |
|
$ |
|
|
$ |
|
||
EIP Consolidated, LLC (dba Everest Infrastructure) |
|
|
|
|
|
|
||
K2 Towers III, LLC |
|
|
|
|
|
|
||
Skyway Towers Intermediate LLC |
|
|
|
|
|
|
||
Tarpon Towers II LLC |
|
|
|
|
|
— |
|
|
Thor FinanceCo LLC (dba Harmoni Towers) |
|
|
|
|
|
|
||
Towerco IV Holdings, LLC |
|
|
|
|
|
|
||
Total 1st Lien/Last-Out Unitranche |
|
$ |
|
|
$ |
|
||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
||
Wine.com, LLC |
|
$ |
|
|
$ |
— |
|
|
Total 2nd Lien/Senior Secured Debt |
|
$ |
|
|
$ |
— |
|
|
Total |
|
$ |
|
|
$ |
|
||
Contingencies
In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
9. NET ASSETS
Equity Issuances
At-the-market (“ATM”) Offering
The Company may from time to time issue and sell shares of its common stock through public or ATM offerings.
On May 26, 2022, the Company entered into (i) an equity distribution agreement by and among the Company, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among the Company, GSAM and SMBC Nikko Securities America, Inc. (“SMBC”). The equity distribution agreements with Truist and SMBC described in the preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and effective August 1, 2023, the Company terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.
The 2022 Equity Distribution Agreements provided that the Company could, from time to time, issue and sell shares of its common stock, par value $
On November 15, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among the Company, GSAM and Truist.
The 2023 Equity Distribution Agreement provides that the Company may, from time to time, issue and sell shares of its common stock, par value $
59
In connection with the issuance of its common stock, the Company issued and sold the following shares of common stock through ATM offerings:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||
|
|
June 30, |
|
|
June 30, |
|
||
Gross Proceeds |
|
$ |
|
|
$ |
|
||
Underwriting/Offering Expenses |
|
|
( |
) |
|
|
( |
) |
Net Proceeds |
|
$ |
|
|
$ |
|
||
Number of Shares Issued |
|
|
|
|
|
|
||
Average Sales Price per Share |
|
$ |
|
|
$ |
|
||
For the three and six months ended June 30, 2023, there were no shares issued through ATM offerings.
Follow-on Offering
On March 9, 2023, the Company completed a follow-on offering (the "March Offering") under its shelf registration statement, issuing
Distributions
The Company has adopted a DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. The shares distributed by the Transfer Agent in the Company’s DRIP are either through (i) newly issued shares or (ii) acquired by the Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, the Transfer Agent will invest the dividend amount in shares acquired by purchasing shares on the open market.
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Shares |
|
|
||
For the Six Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
|
|
|
|||||
|
|
|
$ |
|
|
|
|
|
|||||
For the Six Months Ended June 30, 2023 |
|
|
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
|
|
* |
|||||
|
|
|
$ |
|
|
|
|
|
|||||
*
The following information sets forth the computation of basic and diluted earnings per share:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
Net increase (decrease) in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted earnings (loss) per share |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
60
11. FINANCIAL HIGHLIGHTS
The below table presents the schedule of financial highlights of the Company:
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Per Share Data:(1) |
|
|
|
|||||
NAV, beginning of period |
|
$ |
|
|
$ |
|
||
Net investment income |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses)(2) |
|
|
( |
) |
|
|
( |
) |
Income tax provision, realized and unrealized gains |
|
|
— |
|
(3) |
|
( |
) |
Net increase (decrease) in net assets from operations |
|
|
( |
) |
|
|
|
|
Issuance of common stock, net of underwriting and offering costs |
|
|
|
|
|
|
||
Distributions to common stockholders |
|
|
( |
) |
|
|
( |
) |
Total increase (decrease) in net assets |
|
|
( |
) |
|
|
( |
) |
NAV, end of period |
|
$ |
|
|
$ |
|
||
Market price, end of period |
|
$ |
|
|
$ |
|
||
Shares outstanding, end of period |
|
|
|
|
|
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
||
Total return based on NAV(4) |
|
( |
|
|
|
% |
||
Total return based on market value(5) |
|
|
% |
|
|
% |
||
Supplemental Data/Ratio: (6) |
|
|
|
|
|
|
||
Net assets, end of period |
|
$ |
|
|
$ |
|
||
Ratio of net expenses to average net assets |
|
|
% |
|
|
% |
||
Ratio of net expenses before voluntary waivers to average net assets |
|
|
% |
|
|
% |
||
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets |
|
|
% |
|
|
% |
||
Ratio of interest and other debt expenses to average net assets |
|
|
% |
|
|
% |
||
Ratio of net incentive fees to average net assets |
|
|
% |
|
|
% |
||
Ratio of total expenses to average net assets |
|
|
% |
|
|
% |
||
Ratio of net investment income to average net assets |
|
|
% |
|
|
% |
||
Portfolio turnover |
|
|
% |
|
|
% |
||
12. SUBSEQUENT EVENTS
Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the consolidated financial statements were issued. Other than the item discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
On
61
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc., 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 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 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”), and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through June 30, 2024, we originated approximately $8.13 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche 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 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 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. 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.
We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” 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. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser (collectively with us, the “Accounts”). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.
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 three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion.
For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages.” in our annual report on Form 10-K for the year ended December 31, 2023.
62
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 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.
Expenses
Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with the investment management agreement (the “Investment Management Agreement”) and administration agreement (the “Administration Agreement”), including:
63
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. Costs relating to future offerings of securities would be incremental.
Leverage
Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 3.75% Notes due 2025 (the “2025 Notes”), our 2.875% Notes due 2026 (the “2026 Notes”) and our 6.375% Notes due 2027 (the “2027 Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).
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 |
|
||||||||||||
|
|
June 30, 2024 |
|
December 31, 2023 |
|
||||||||||
|
|
Amortized |
|
|
Fair |
|
Amortized |
|
|
Fair |
|
||||
|
|
(in millions) |
|
(in millions) |
|
||||||||||
First Lien/Senior Secured Debt |
|
$ |
3,423.49 |
|
|
$ |
3,245.85 |
|
$ |
3,209.94 |
|
|
$ |
3,107.47 |
|
First Lien/Last-Out Unitranche |
|
|
163.44 |
|
|
|
160.60 |
|
|
148.07 |
|
|
|
144.74 |
|
Second Lien/Senior Secured Debt |
|
|
53.54 |
|
|
|
40.25 |
|
|
84.62 |
|
|
|
66.56 |
|
Unsecured Debt |
|
|
27.84 |
|
|
|
8.74 |
|
|
27.93 |
|
|
|
27.31 |
|
Preferred Stock |
|
|
44.31 |
|
|
|
38.49 |
|
|
44.20 |
|
|
|
37.30 |
|
Common Stock |
|
|
56.31 |
|
|
|
24.51 |
|
|
57.18 |
|
|
|
30.70 |
|
Warrants |
|
|
1.85 |
|
|
|
0.30 |
|
|
1.85 |
|
|
|
0.25 |
|
Total Investments |
|
$ |
3,770.78 |
|
|
$ |
3,518.74 |
|
$ |
3,573.79 |
|
|
$ |
3,414.33 |
|
64
The weighted average yield by asset type of our total portfolio (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:
|
|
As of |
|
|||||||||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
||||
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien/Senior Secured Debt(2) |
|
|
11.3 |
% |
|
|
12.7 |
% |
|
|
12.1 |
% |
|
|
13.5 |
% |
First Lien/Last-Out Unitranche(2) (3) |
|
|
13.1 |
|
|
|
14.2 |
|
|
|
13.1 |
|
|
|
14.4 |
|
Second Lien/Senior Secured Debt(2) |
|
|
11.7 |
|
|
|
14.8 |
|
|
|
9.2 |
|
|
|
11.4 |
|
Unsecured Debt(2) |
|
|
5.3 |
|
|
|
16.9 |
|
|
|
15.4 |
|
|
|
15.7 |
|
Preferred Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Warrants(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Portfolio |
|
|
11.0 |
% |
|
|
12.6 |
% |
|
|
11.8 |
% |
|
|
13.2 |
% |
As of June 30, 2024, the total portfolio weighted average yield measured at amortized cost and fair value was 11.0% and 12.6%, as compared to 11.8% and 13.2% as of December 31, 2023. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at cost and fair value was primarily driven by the restoration of MPI Engineered Technologies, LLC to accrual status. Within Unsecured Debt, the decrease in weighted average yield at cost and increase in fair value was primarily driven by the underperformance of Wine.com.
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
|
|
As of |
|
||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|||
Number of portfolio companies |
|
|
155 |
|
|
|
|
144 |
|
Percentage of performing debt bearing a floating rate(1) |
|
|
99.5 |
% |
|
|
|
99.9 |
% |
Percentage of performing debt bearing a fixed rate(1)(2) |
|
|
0.5 |
% |
|
|
|
0.1 |
% |
Weighted average yield on debt and income producing investments, at amortized cost(3) |
|
|
12.3 |
% |
|
|
|
12.6 |
% |
Weighted average yield on debt and income producing investments, at fair value(3) |
|
|
13.3 |
% |
|
|
|
13.8 |
% |
Weighted average leverage (net debt/EBITDA)(4) |
|
6.1x |
|
|
|
6.1x |
|
||
Weighted average interest coverage(4) |
|
1.5x |
|
|
|
1.5x |
|
||
Median EBITDA(4) |
$ |
63.11 million |
|
|
$ |
53.98 million |
|
||
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of June 30, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 27.8% and 42.9% of total debt investments.
65
Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (e.g., at the time of origination or acquisition), although it may also take into account under 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:
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:
|
|
As of |
|
|||||||||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Investment Performance Rating |
|
Fair Value |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
||||
|
|
(in millions) |
|
|
|
|
|
(in millions) |
|
|
|
|
||||
Grade 1 |
|
$ |
58.44 |
|
|
|
1.7 |
% |
|
$ |
46.81 |
|
|
|
1.4 |
% |
Grade 2 |
|
|
3,155.19 |
|
|
|
89.7 |
|
|
|
3,014.62 |
|
|
|
88.2 |
|
Grade 3 |
|
|
185.16 |
|
|
|
5.2 |
|
|
|
272.01 |
|
|
|
8.0 |
|
Grade 4 |
|
|
119.95 |
|
|
|
3.4 |
|
|
|
80.89 |
|
|
|
2.4 |
|
Total Investments |
|
$ |
3,518.74 |
|
|
|
100.0 |
% |
|
$ |
3,414.33 |
|
|
|
100.0 |
% |
The increase in investments with a grade 1 investment performance rating was driven by investments with an aggregate fair value of $58.44 million being upgraded from grade 2 investment performance rating to grade 1 investment performance rating due to potential exits, partially offset by the exit of investments with an aggregate fair value of $46.81 million. The decrease in investments with a grade 3 investment performance rating was primarily driven by an investment with a fair value of $49.09 million being downgraded to grade 4 performance rating due to financial underperformance, and an investment with a fair value of $30.01 million being upgraded to grade 2 performance rating due to improved performance. The increase in investments with grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $86.36 million being downgraded from grade 3 investment performance rating and grade 2 investment performance rating due to underperformance, partially offset by investments with an aggregate fair value of $41.83 million being upgraded to grade 3 investment rating due to improved performance and restructuring.
66
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
|
|
As of |
|
|||||||||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Amortized |
|
|
Percentage |
|
|
Amortized |
|
|
Percentage |
|
||||
|
|
(in millions) |
|
|
|
|
|
(in millions) |
|
|
|
|
||||
Performing |
|
$ |
3,486.05 |
|
|
|
92.4 |
% |
|
$ |
3,437.55 |
|
|
|
96.2 |
% |
Non-accrual |
|
|
284.73 |
|
|
|
7.6 |
|
|
|
136.24 |
|
|
|
3.8 |
|
Total Investments |
|
$ |
3,770.78 |
|
|
|
100.0 |
% |
|
$ |
3,573.79 |
|
|
|
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.
The following table shows our investment activity by investment type(1):
|
|
For the Three Months Ended |
|
|||||
|
|
June 30, |
|
|
June 30, |
|
||
|
|
($ in millions) |
|
|||||
Amount of investments committed at cost: |
|
|
|
|
|
|
||
First Lien/Senior Secured Debt |
|
$ |
434.35 |
|
|
$ |
86.31 |
|
Second Lien/Senior Secured Debt |
|
|
3.08 |
|
|
|
— |
|
Common Stock |
|
|
2.73 |
|
|
|
— |
|
Total |
|
$ |
440.16 |
|
|
$ |
86.31 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
|
||
First Lien/Senior Secured Debt |
|
$ |
226.38 |
|
|
$ |
24.27 |
|
First Lien/Last-Out Unitranche |
|
|
0.10 |
|
|
|
0.10 |
|
Common Stock |
|
|
— |
|
|
|
0.57 |
|
Total |
|
$ |
226.48 |
|
|
$ |
24.94 |
|
Net increase (decrease) in portfolio |
|
$ |
213.68 |
|
|
$ |
61.37 |
|
Number of new portfolio companies with new investment commitments |
|
|
10 |
|
|
|
4 |
|
Total new investment commitment amount in new portfolio companies |
|
$ |
158.75 |
|
|
$ |
14.24 |
|
Average new investment commitment amount in new portfolio companies |
|
$ |
15.88 |
|
|
$ |
3.56 |
|
Number of existing portfolio companies with new investment commitments |
|
|
15 |
|
|
|
5 |
|
Total new investment commitment amount in existing portfolio companies |
|
$ |
281.41 |
|
|
$ |
72.07 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
|
5.5 |
|
|
|
6.3 |
|
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(3) |
|
—% |
|
|
—% |
|
||
Weighted average yield on new debt and income producing investment commitments(4) |
|
|
11.0 |
% |
|
|
13.6 |
% |
Weighted average yield on new investment commitments(5) |
|
|
10.9 |
% |
|
|
13.6 |
% |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
|
10.9 |
% |
|
|
10.6 |
% |
Weighted average yield on investments sold or repaid(7) |
|
|
10.9 |
% |
|
|
10.4 |
% |
67
RESULTS OF OPERATIONS
Our operating results were as follows:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
($ in millions) |
|
|||||||||||||
Total investment income |
|
$ |
108.62 |
|
|
$ |
112.08 |
|
|
$ |
220.16 |
|
|
$ |
219.49 |
|
Net expenses |
|
|
40.42 |
|
|
|
46.70 |
|
|
|
90.02 |
|
|
|
105.35 |
|
Net investment income before taxes |
|
|
68.20 |
|
|
|
65.38 |
|
|
|
130.14 |
|
|
|
114.14 |
|
Income tax expense, including excise tax |
|
|
1.24 |
|
|
|
0.88 |
|
|
|
2.32 |
|
|
|
1.65 |
|
Net investment income after taxes |
|
|
66.96 |
|
|
|
64.50 |
|
|
|
127.82 |
|
|
|
112.49 |
|
Net realized gain (loss) on investments |
|
|
(32.68 |
) |
|
|
(2.95 |
) |
|
|
(49.67 |
) |
|
|
(39.21 |
) |
Net unrealized appreciation (depreciation) on investments |
|
|
(89.51 |
) |
|
|
6.35 |
|
|
|
(92.58 |
) |
|
|
24.57 |
|
Net realized and unrealized gain (losses) on forward contracts, translations and other transactions |
|
|
0.80 |
|
|
|
(2.07 |
) |
|
|
2.48 |
|
|
|
(3.56 |
) |
Net realized and unrealized gains (losses) |
|
|
(121.39 |
) |
|
|
1.33 |
|
|
|
(139.77 |
) |
|
|
(18.20 |
) |
Income tax (provision) benefit for realized and unrealized gains |
|
|
0.22 |
|
|
|
(0.17 |
) |
|
|
0.19 |
|
|
|
(0.56 |
) |
Net increase (decrease) in net assets from operations |
|
$ |
(54.21 |
) |
|
$ |
65.66 |
|
|
$ |
(11.76 |
) |
|
$ |
93.73 |
|
Net increase in net assets 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.
On October 12, 2020, we completed our Merger with GS MMLC. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, we marked the investments to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The Purchase Discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned Purchase Discount and the ongoing amortization thereof, as determined in accordance with GAAP. The non-GAAP financial measures include (i) Adjusted net investment income after taxes; and (ii) Adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the Purchase Discount is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
($ in millions) |
|
|||||||||||||
Net investment income after taxes |
|
$ |
66.96 |
|
|
$ |
64.50 |
|
|
$ |
127.82 |
|
|
$ |
112.49 |
|
Less: Purchase Discount amortization |
|
|
1.74 |
|
|
|
1.44 |
|
|
|
3.06 |
|
|
|
2.36 |
|
Adjusted net investment income after taxes |
|
$ |
65.22 |
|
|
$ |
63.06 |
|
|
$ |
124.76 |
|
|
$ |
110.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
$ |
(121.39 |
) |
|
$ |
1.33 |
|
|
$ |
(139.77 |
) |
|
$ |
(18.20 |
) |
Less: Net change in unrealized appreciation (depreciation) due to the Purchase Discount |
|
|
(1.74 |
) |
|
|
(1.45 |
) |
|
|
(3.17 |
) |
|
|
(2.87 |
) |
Less: Realized gain (loss) due to the Purchase Discount |
|
|
— |
|
|
|
0.01 |
|
|
|
0.11 |
|
|
|
0.51 |
|
Adjusted net realized and unrealized gains (losses) |
|
$ |
(119.65 |
) |
|
$ |
2.77 |
|
|
$ |
(136.71 |
) |
|
$ |
(15.84 |
) |
68
Investment Income
Our investment income was as follows:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
($ in millions) |
|
|||||||||||||
Interest |
|
$ |
95.19 |
|
|
$ |
102.48 |
|
|
$ |
192.76 |
|
|
$ |
201.12 |
|
Payment-in-kind income |
|
|
11.86 |
|
|
|
8.79 |
|
|
|
24.56 |
|
|
|
16.55 |
|
Other income |
|
|
0.80 |
|
|
|
0.67 |
|
|
|
1.66 |
|
|
|
1.57 |
|
Dividend income |
|
|
0.77 |
|
|
|
0.14 |
|
|
|
1.18 |
|
|
|
0.25 |
|
Total Investment Income |
|
$ |
108.62 |
|
|
$ |
112.08 |
|
|
$ |
220.16 |
|
|
$ |
219.49 |
|
In the table above:
Expenses
Our expenses were as follows:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
($ in millions) |
|
|||||||||||||
Interest and other debt expenses |
|
$ |
29.10 |
|
|
$ |
27.78 |
|
|
$ |
56.72 |
|
|
$ |
55.04 |
|
Incentive fees |
|
|
— |
|
|
|
7.84 |
|
|
|
10.88 |
|
|
|
30.14 |
|
Management fees |
|
|
8.87 |
|
|
|
8.97 |
|
|
|
17.60 |
|
|
|
17.89 |
|
Professional fees |
|
|
1.21 |
|
|
|
0.89 |
|
|
|
2.32 |
|
|
|
1.77 |
|
Directors’ fees |
|
|
0.21 |
|
|
|
0.20 |
|
|
|
0.41 |
|
|
|
0.42 |
|
Other general and administrative expenses |
|
|
1.03 |
|
|
|
1.02 |
|
|
|
2.09 |
|
|
|
2.08 |
|
Total Expenses |
|
$ |
40.42 |
|
|
$ |
46.70 |
|
|
$ |
90.02 |
|
|
$ |
107.34 |
|
Fee waivers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.99 |
) |
Net Expenses |
|
$ |
40.42 |
|
|
$ |
46.70 |
|
|
$ |
90.02 |
|
|
$ |
105.35 |
|
In the table above:
69
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies consisted of the following:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
||||
|
|
($ in millions) |
|
|
|||||||||||||
Thrasio, LLC |
|
$ |
(26.51 |
) |
|
$ |
— |
|
|
$ |
(26.51 |
) |
|
$ |
— |
|
|
Diligent Corporation |
|
|
(3.50 |
) |
|
|
— |
|
|
|
(3.51 |
) |
|
|
— |
|
|
ATX Networks Corp. |
|
|
(2.51 |
) |
|
|
— |
|
|
|
(2.51 |
) |
|
|
— |
|
|
Other, net |
|
|
(0.16 |
) |
|
|
0.01 |
|
|
|
0.35 |
|
|
|
0.02 |
|
|
PPT Management Holdings, LLC (dba Pro-PT) |
|
|
— |
|
|
|
(2.48 |
) |
|
|
— |
|
|
|
(2.48 |
) |
|
MedeAnalytics, Inc. |
|
|
— |
|
|
|
(0.85 |
) |
|
|
— |
|
|
|
(0.85 |
) |
|
Jill Acquisition LLC (dba J. Jill) |
|
|
— |
|
|
|
0.37 |
|
|
|
— |
|
|
|
0.37 |
|
|
Sweep Purchaser LLC |
|
|
— |
|
|
|
— |
|
|
|
(17.49 |
) |
|
|
— |
|
|
National Spine and Pain Centers, LLC |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(36.27 |
) |
|
Net Realized Gain (Loss) on Investments |
|
$ |
(32.68 |
) |
|
$ |
(2.95 |
) |
|
$ |
(49.67 |
) |
|
$ |
(39.21 |
) |
|
For the six months ended June 30, 2024, net realized losses were primarily driven by our investments in two portfolio companies. In June 2024, the restructuring of the first lien debt investments in Thrasio, LLC resulted in a realized loss of $26.51 million. In addition, in March 2024, the restructuring of the first lien debt investments in Sweep Purchaser LLC resulted in a realized loss of $17.49 million.
For the six months ended June 30, 2023, net realized losses were primarily driven by the exit of our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $36.27 million.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
||||
|
|
($ in millions) |
|
|||||||||||||
Unrealized appreciation |
|
$ |
37.37 |
|
|
$ |
19.11 |
|
|
$ |
56.60 |
|
|
$ |
55.36 |
|
Unrealized depreciation |
|
|
(126.88 |
) |
|
|
(12.76 |
) |
|
|
(149.18 |
) |
|
|
(30.79 |
) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
|
$ |
(89.51 |
) |
|
$ |
6.35 |
|
|
$ |
(92.58 |
) |
|
$ |
24.57 |
|
The net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
|
For the Three |
|
|
For the Six |
|
||
Portfolio Company: |
|
($ in millions) |
|
|||||
Thrasio, LLC |
|
$ |
21.41 |
|
|
$ |
15.47 |
|
Diligent Corporation |
|
|
2.42 |
|
|
|
1.31 |
|
Sweep Purchaser LLC |
|
|
(0.02 |
) |
|
|
12.69 |
|
Other, net(1) |
|
|
0.85 |
|
|
|
9.59 |
|
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) |
|
|
(2.51 |
) |
|
|
(2.61 |
) |
Picture Head Midco LLC |
|
|
(2.82 |
) |
|
|
(2.94 |
) |
Premier Imaging, LLC (dba Lucid Health) |
|
|
(5.06 |
) |
|
|
(7.21 |
) |
Wine.com, Inc. |
|
|
(10.96 |
) |
|
|
(18.77 |
) |
Zodiac Intermediate, LLC (dba Zipari) |
|
|
(17.86 |
) |
|
|
(17.89 |
) |
Pluralsight, Inc |
|
|
(34.03 |
) |
|
|
(39.76 |
) |
Lithium Technologies, Inc. |
|
|
(40.93 |
) |
|
|
(42.46 |
) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
|
$ |
(89.51 |
) |
|
$ |
(92.58 |
) |
Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc, Pluralsight, Inc, Zodiac Intermediate, LLC (dba Zipari) and Wine.com, Inc., and was partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Thrasio, LLC and Sweep Purchaser LLC.
70
|
|
For the Three |
|
|
For the Six |
|
||
Portfolio Company: |
|
($ in millions) |
|
|||||
Other, net(1) |
|
$ |
4.38 |
|
|
$ |
(2.04 |
) |
PPT Management Holdings, LLC (dba Pro-PT) |
|
|
2.07 |
|
|
|
1.42 |
|
Yasso, Inc. |
|
|
1.91 |
|
|
|
2.47 |
|
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
|
1.57 |
|
|
|
0.65 |
|
Spectrum Plastics Group, Inc. |
|
|
1.15 |
|
|
|
1.12 |
|
MedeAnalytics, Inc. |
|
|
0.85 |
|
|
|
0.19 |
|
CloudBees, Inc. |
|
|
0.61 |
|
|
|
1.20 |
|
MPI Engineered Technologies, LLC |
|
|
0.36 |
|
|
|
(2.22 |
) |
Broadway Parent, LLC |
|
|
0.13 |
|
|
|
1.21 |
|
National Spine and Pain Centers, LLC |
|
|
— |
|
|
|
36.27 |
|
Zep Inc. |
|
|
(0.43 |
) |
|
|
(3.41 |
) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) |
|
|
(0.52 |
) |
|
|
(1.54 |
) |
Zodiac Intermediate, LLC (dba Zipari) |
|
|
(0.64 |
) |
|
|
(1.86 |
) |
Output Services Group, Inc. |
|
|
(1.01 |
) |
|
|
(1.63 |
) |
Ansira Partners, Inc. |
|
|
(1.02 |
) |
|
|
(2.69 |
) |
Premier Care Dental Management, LLC |
|
|
(1.05 |
) |
|
|
(1.04 |
) |
Wine.com, LLC |
|
|
(2.01 |
) |
|
|
(3.53 |
) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
|
$ |
6.35 |
|
|
$ |
24.57 |
|
Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exit of our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, partially offset by the unrealized depreciation resulting from the increase in market volatility.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, 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 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 181% and 187%. 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.
Equity Issuances
We may from time to time issue and sell shares of our common stock through public or at-the-market ("ATM”) offerings. On May 26, 2022, we entered into (i) an equity distribution agreement by and among us, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among us, GSAM and SMBC Nikko Securities America, Inc (“SMBC”). The equity distribution agreements with Truist and SMBC described in the preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and effective August 1, 2023, we terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.
On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among us, GSAM and Truist.
For further details regarding the 2022 Equity Distribution Agreements and the 2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.
71
On March 9, 2023, we completed a follow-on offering (the "March Offering") under our shelf registration statement, issuing 6,500,000 shares of our common stock at a price to the underwriters of $15.09 per share. Net of offering and underwriting costs, we received cash proceeds of $97.58 million.
For further details, see Note 9 “Net Assets—Equity Issuances—Follow-on Offering” to our consolidated financial statements included in this report.
Common Stock Repurchase Plan
In November 2021, our Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the “2022 10b5-1 Plan”), which provided for us to repurchase up to $75.00 million of shares of our common stock if our common stock traded below the most recently announced quarter-end NAV per share, subject to certain limitations. The 2022 10b5-1 Plan became effective on August 17, 2022, commenced on September 16, 2022 and expired on August 17, 2023. The 2022 10b5-1 Plan was temporarily suspended in accordance with its terms in connection with the March Offering on March 1, 2023 and remained suspended until its termination on August 17, 2023.
For further details, see Note 3 “Significant Agreements and Related Party Transactions” to our consolidated financial statements included in this report.
Dividend Reinvestment Plan
We have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by our Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if our Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, GS Group Inc. has opted out of the DRIP, and GS & Co. had also opted out of the DRIP in respect of any shares of our common stock acquired through the 2022 10b5-1 Plan.
For further details, see Note 9 “Net Assets” to our consolidated financial statements included in this report.
All correspondence concerning the plan should be directed to the plan agent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, with overnight correspondence being directed to the plan agent at Computershare Trust Company, N.A., 150 Royall St., Suite 101, Canton, MA 02021; by calling 855-807-2742; or through the plan agent’s website at www.computershare.com/investor. Participants who hold their shares through a broker or other nominee should direct correspondence or questions concerning the DRIP to their broker or nominee.
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of June 30, 2024:
|
|
Payments Due by Period (in millions) |
|
|||||||||||||||||
|
|
Total |
|
|
Less Than |
|
|
1 – 3 Years |
|
|
3 – 5 Years |
|
|
More Than |
|
|||||
2025 Notes |
|
$ |
360.00 |
|
|
$ |
360.00 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
2026 Notes |
|
$ |
500.00 |
|
|
$ |
— |
|
|
$ |
500.00 |
|
|
$ |
— |
|
|
$ |
— |
|
2027 Notes |
|
$ |
400.00 |
|
|
$ |
— |
|
|
$ |
400.00 |
|
|
$ |
— |
|
|
$ |
— |
|
Revolving Credit Facility(1) |
|
$ |
695.07 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
695.07 |
|
|
$ |
— |
|
72
Revolving Credit Facility
On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either (i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spread or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, (i) in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread, and (ii) in the case of borrowings denominated in Canadian Dollars only, an additional 0.29547% (one-month interest period) or an additional 0.32138% (three-month interest period) credit adjustment spread. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on October 18, 2028. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders will mature, and all accrued and unpaid interest will be due and payable, on May 5, 2027.
For further details, see Note 6 “Debt — Revolving Credit Facility” to our consolidated financial statements included in this report.
2025 Notes
On February 10, 2020, we closed an offering of $
2026 Notes
On November 24, 2020, we closed an offering of $
2027 Notes
On March 11, 2024, we closed an offering of $
73
Off-Balance Sheet Arrangements
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 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 |
|
|||||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
(in millions) |
|
|||||
Unfunded Commitments |
|
|
|
|
|
|
||
First Lien/Senior Secured Debt |
|
$ |
460.10 |
|
|
$ |
289.20 |
|
First Lien/Last-Out Unitranche |
|
|
18.00 |
|
|
|
18.32 |
|
Second Lien/Senior Secured Debt |
|
|
1.39 |
|
|
|
— |
|
Total |
|
$ |
479.49 |
|
|
$ |
307.52 |
|
HEDGING
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
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
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.
For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes.
RECENT DEVELOPMENTS
On August 8, 2024, our Board of Directors declared a quarterly distribution of $0.45 per share payable on October 28, 2024 to holders of record as of September 30, 2024.
74
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2024 and December 31, 2023, on a fair value basis, approximately 0.5% and 0.1% of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 99.5% and 99.9% of our performing debt investments bore interest at a floating rate. Our borrowings under our Revolving Credit Facility bear interest at a floating rate and our 2025 Notes, 2026 Notes and 2027 Notes bear interest at a fixed rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
Based on our June 30, 2024 Consolidated Statements of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
As of June 30, 2024 |
|
Interest |
|
|
Interest |
|
|
Net |
|
|||
($ in millions) |
|
|
|
|
|
|
|
|
|
|||
Up 300 basis points |
|
$ |
81.08 |
|
|
$ |
(19.35 |
) |
|
$ |
61.73 |
|
Up 200 basis points |
|
|
54.05 |
|
|
|
(12.90 |
) |
|
|
41.15 |
|
Up 100 basis points |
|
|
27.03 |
|
|
|
(6.45 |
) |
|
|
20.58 |
|
Up 75 basis points |
|
|
20.27 |
|
|
|
(4.84 |
) |
|
|
15.43 |
|
Up 50 basis points |
|
|
13.51 |
|
|
|
(3.22 |
) |
|
|
10.29 |
|
Up 25 basis points |
|
|
6.76 |
|
|
|
(1.61 |
) |
|
|
5.15 |
|
Down 25 basis points |
|
|
(6.76 |
) |
|
|
1.61 |
|
|
|
(5.15 |
) |
Down 50 basis points |
|
|
(13.51 |
) |
|
|
3.22 |
|
|
|
(10.29 |
) |
Down 75 basis points |
|
|
(20.27 |
) |
|
|
4.84 |
|
|
|
(15.43 |
) |
Down 100 basis points |
|
|
(27.03 |
) |
|
|
6.45 |
|
|
|
(20.58 |
) |
Down 200 basis points |
|
|
(54.05 |
) |
|
|
12.90 |
|
|
|
(41.15 |
) |
Down 300 basis points |
|
|
(81.08 |
) |
|
|
19.35 |
|
|
|
(61.73 |
) |
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.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
75
PART II – OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
76
EXHIBIT NO. |
EXHIBITS |
||
|
|
|
|
3.1 |
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3.2 |
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10.1 |
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31.1* |
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31.2* |
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31.3* |
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32.1* |
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32.2* |
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32.3* |
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101.INS* |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104* |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Filed herewith.
77
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GOLDMAN SACHS BDC, INC. |
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Date: August 8, 2024 |
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/s/ Alex Chi |
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Alex Chi Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) |
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Date: August 8, 2024 |
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/s/ David Miller |
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David Miller Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) |
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Date: August 8, 2024 |
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/s/ Stanley Matuszewski |
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Stanley Matuszewski Chief Financial Officer and Treasurer (Principal Financial Officer) |
78