Unaudited pro forma condensed consolidated financial statements

EX-99.3 4 d22945dex993.htm UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited pro forma condensed consolidated financial statements

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial information and explanatory notes illustrate the effect of the Merger (as defined below) on the financial position and results of operations of Goldman Sachs BDC, Inc. (“GSBD”) based upon the respective historical financial positions and results of operations of GSBD and Goldman Sachs Middle Market Lending Corp. (“MMLC”) under the asset acquisition method of accounting with GSBD treated as the acquirer. The unaudited pro forma condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of GSBD, which are included in GSBD’s quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2020, and MMLC, which are included as Exhibit 99.2 to GSBD’s current report on Form 8-K, filed with the SEC on September 16, 2020, to which this unaudited pro forma condensed consolidated information is also included as an exhibit.

GSBD entered into the Agreement and Plan of Merger (the “Original Merger Agreement”), with MMLC, Evergreen Merger Sub Inc., a wholly owned subsidiary of GSBD (“Merger Sub”) and Goldman Sachs Asset Management, L.P., the investment adviser to each of GSBD and MMLC (“GSAM,” and together with GSBD, MMLC and Merger Sub, the “Parties”). The Parties amended and restated the Original Merger Agreement in its entirety (as amended and restated, the “Amended and Restated Merger Agreement”). Pursuant to and subject to the terms and conditions of the Amended and Restated Merger Agreement, Merger Sub will merge with and into MMLC, with MMLC continuing as the surviving company and as a wholly-owned subsidiary of GSBD (the “Initial Merger”) and, immediately thereafter, MMLC will merge with and into GSBD, with GSBD continuing as the surviving company (the “Second Merger” and, together with the Initial Merger, the “Merger”).

The unaudited pro forma condensed consolidated financial information includes the unaudited pro forma condensed consolidated Statement of Assets and Liabilities as of June 30, 2020 assuming the Merger had been completed on June 30, 2020. The unaudited pro forma condensed consolidated Statement of Operations for the six months ended June 30, 2020, and for the year ended December 31, 2019 were prepared assuming the Merger had been completed on January 1, 2019. Additionally, the unaudited pro forma condensed consolidated financial information for the year ended December 31, 2019 includes the following events that occurred in February 2020: (i) GSBD’s issuance of $360.0 million of 2025 Notes, (ii) the amendment of the GSBD Credit Facility, and (iii) MMLC’s capital drawdowns of $61.8 million. Such unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of GSBD and MMLC from publicly available information and certain assumptions and adjustments as discussed in Note 2 “Preliminary Pro Forma Adjustments” of the accompanying notes to the unaudited pro forma condensed consolidated financial statements in this section.

The Amended and Restated Merger Agreement provides that each MMLC stockholder will be entitled to receive, for each share of MMLC common stock, par value $0.001 per share (“MMLC Common Stock”), that number of shares of GSBD common stock, par value $0.001 per share (“GSBD Common Stock”) with a net asset value (“NAV”) equal to the NAV per share of MMLC Common Stock, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger.

Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. GSBD will be the accounting survivor of the Merger. GSBD believes that the acquisition of MMLC should be accounted for as an asset acquisition based on the nature of its pre-acquisition operations and other factors outlined in ASC 805-50—Business Combinations—Related Issues, with the fair value of total consideration paid in conjunction with the Merger allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Merger. See the section entitled “Accounting Treatment of the Merger” in GSBD’s joint proxy statement and prospectus that forms a part of a registration statement on Form N-14 filed with the SEC on August 4, 2020 for additional information.

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the Merger been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. In addition, as

explained in more detail in the accompanying notes to the unaudited pro forma condensed consolidated financial information, the allocation of the pro forma purchase price reflected in the unaudited pro forma condensed consolidated financial information involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger.

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Assets and Liabilities

As of June 30, 2020

Unaudited

(In thousands, except share and per share data)


	Actual		Actual					Pro Forma
			Goldman Sachs					Goldman Sachs BDC,
	Goldman Sachs BDC, Inc.		Middle Market Lending Corp.		Pro Forma Adjustments			Inc. Combined
Assets and Liabilities Data:
Investments, at fair value	$	1,424,467	$	1,675,778	$	—	(A)	$	3,100,245
Cash and cash equivalents, and foreign currencies		105,788		136,251		—			242,039
Deferred financing costs		8,618		2,335		1,465	(B)		12,418
Other assets		11,731		10,888		5,430	(C)		28,049

Total assets		1,550,604		1,825,252		6,895			3,382,751

Liabilities & Net Assets
Debt (net of debt issuance cost associated with GSBD)		909,263		840,872		—	(B)		1,750,135
Other liabilities		29,845		7,015		85,364	(B)(C)(D)		122,224

Total liabilities		939,108		847,887		85,364			1,872,359

Total Net Assets		611,496		977,365		(78,469	)		1,510,392

Total liabilities and net assets	$	1,550,604	$	1,825,252	$	6,895		$	3,382,751

Number of shares of common stock outstanding.		40,401,637		53,844,947		5,848,405	(E)		100,094,989

Net asset value per share	$	15.14	$	18.15				$	15.09

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2020

Unaudited

(In thousands, except share and per share data)


	Actual			Actual						Pro Forma
				Goldman Sachs						Goldman Sachs BDC,
	Goldman Sachs BDC, Inc.			Middle Market Lending Corp.			Pro Forma Adjustments			Inc. Combined
Performance Data:
Interest and dividend income	$	62,036		$	77,012		$	3,737	(A)	$	142,785
Other income		538			674			—			1,212

Total investment income		62,574			77,686			3,737			143,997
Interest and other debt expenses		18,008			13,600			(1,393	)(B)		30,215
Management fees		7,283			7,025			1,396	(F)		15,704
Incentive fees		—			—			—	(F)		—
Other expenses		3,734			4,055			(1,567	)(C)(G)		6,222

Total expenses		29,025			24,680			(1,564	)		52,141

Incentive fees waiver		—			—			—	(F)		—
Management fees waiver		(2,810	)		—			2,810	(F)		—

Net investment income		36,359			53,006			2,491			91,856
Net realized gain (loss)		(11,469	)		309			—			(11,160	)
Net change in unrealized appreciation (depreciation)		(53,951	)		(59,408	)		(3,737	)(A)		(117,096	)

Total net realized and unrealized gains (losses)		(65,420	)		(59,099	)		(3,737	)		(128,256	)
(Provision) benefit for taxes		99			16			—			115

Net increase (decrease) in net assets resulting from operations		(28,962	)		(6,077	)		(1,246	)		(36,285	)

Per Common Share Data
Weighted average shares outstanding⁽¹⁾		40,398,978			52,871,029			6,822,323			100,092,330
Net investment income per share (basic and diluted)	$	0.90		$	1.00					$	0.92
Earnings (loss) per share (basic and diluted)	$	(0.72	)	$	(0.11	)				$	(0.36	)

(1)	Basic and diluted weighted average shares outstanding for Pro Forma Goldman Sachs BDC, Inc. is estimated by adding estimated share issuance to MMLC stockholders of 59,693,352 shares to weighted average shares outstanding for GSBD for the six months ended June 30, 2020.

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed

Consolidated Statement of

Operations For the Year Ended

December 31, 2019

Unaudited

(In thousands, except share and per share data)


	Actual			Actual						Pro Forma
	Goldman Sachs BDC, Inc.			Goldman Sachs Middle Market Lending Corp.			Pro Forma Adjustments			Goldman Sachs BDC, Inc. Combined
Performance Data:
Interest and dividend income	$	144,685		$	143,781		$	7,473	(A)	$	295,939
Other income		2,576			1,962			—			4,538

Total investment income		147,261			145,743			7,473			300,477
Interest and other debt expenses		36,313			24,076			553	(B)		60,942
Management fees		14,696			13,665			3,360	(F)		31,721
Incentive fees		9,220			18,024			(2,710	)(F)		24,534
Other expenses		7,707			7,133			(2,455	)(C)(G)		12,385

Total expenses		67,936			62,898			(1,252	)		129,582

Incentive fees waiver		(394	)		—			394	(F)		—

Net investment income		79,719			82,845			8,331			170,895
Net realized gain (loss)		(39,029	)		(8,750	)		—			(47,779	)
Net change in unrealized appreciation (depreciation)		(4,715	)		(12,269	)		(7,473	)(A)		(24,457	)
Total net realized and unrealized gains (losses)		(43,744	)		(21,019	)		(7,473	)		(72,236	)
(Provision) benefit for taxes		173			(694	)		—			(521	)

Net increase (decrease) in net assets resulting from operations		36,148			61,132			858			98,138

Per Common Share Data
Weighted average shares outstanding⁽¹⁾		40,313,662			47,453,793			12,239,559			100,007,014
Net investment income per share (basic and diluted)	$	1.98		$	1.75					$	1.71
Earnings per share (basic and diluted)	$	0.90		$	1.29					$	0.98

(1)	Basic and diluted weighted average shares outstanding for Pro Forma Goldman Sachs BDC, Inc. is estimated by adding estimated share issuance to MMLC stockholders of 59,693,352 shares to weighted average shares outstanding for GSBD for the year ended December 31, 2019.

See notes to unaudited pro forma condensed consolidated financial statements.

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial information related to the Merger is included as of and for the six months ended June 30, 2020, and for the year ended December 31, 2019. On December 9, 2019, GSBD and MMLC entered into the Initial Merger Agreement, which was amended and restated in its entirety on June 11, 2020 by the A&R Merger Agreement. For the purposes of the pro forma condensed consolidated financial statements, the cost of the acquisition is based on the closing price of GSBD Common Stock as of August 24, 2020, adjusted to include a discount to reflect the impact of transfer restrictions applicable to the shares of GSBD Common Stock issued to MMLC stockholders pursuant to the terms of the Merger and the impact of $1.9 million in estimated transaction costs expected to be incurred by GSBD (the “Pro Forma Accounting Purchase Price”). The Pro Forma Accounting Purchase Price is approximately $863.4 million in stock consideration which is based upon a price of $15.86 per share of GSBD Common Stock as of August 24, 2020 and an implied value per share of MMLC Common Stock of $16.00. The pro forma adjustments included herein reflect the conversion of MMLC Common Stock into GSBD Common Stock using an exchange ratio of 1.1086 of a share of GSBD Common Stock, for each of the 53,844,947 shares of MMLC Common Stock outstanding as of June 30, 2020.

The Merger will be accounted for as an asset acquisition of MMLC by GSBD in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues. In applying the asset acquisition method of accounting, GSBD uses a cost approach to allocate the cost of the assets purchased against the assets being acquired. The cost of the acquisition is determined to be the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident. On a pro forma basis, the Pro Forma Accounting Purchase Price was used as a preliminary estimate of purchase price for accounting purposes. The fair value of the Merger Consideration paid by GSBD is allocated to assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. Preliminary purchase accounting allocations are detailed in Note 2 “Preliminary Purchase Accounting Allocations”.

GSBD’s financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of the unaudited pro forma condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Valuation of Portfolio Investments: The valuation processes and oversight are identical for GSBD and MMLC. As BDCs, GSBD and MMLC conduct the valuation of their assets, pursuant to which their NAV is determined, consistent with GAAP and the 1940 Act. The GSBD Board and MMLC Board, with the assistance of the GSBD Audit Committee and the MMLC Audit Committee, respectively, determines the fair value of each fund’s assets within the meaning of the 1940 Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”).

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same – to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three-level hierarchy for fair value measurement is defined as follows:

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 type of financial instruments in this category includes 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.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Each of GSBD’s and MMLC’s assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the GSBD Board and MMLC Board contemplates a multi-step valuation process each quarter, as described below:

(1)

The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of Investment Adviser responsible for the portfolio investment;

(2)

The GSBD Board and MMLC Board also engage Independent Valuation Advisors to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the GSBD Board or the GSBD Audit Committee or the MMLC Board or the MMLC Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)

The Independent Valuation Advisors’ preliminary valuations are reviewed by GSAM and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to GSAM’s valuations to ensure GSAM’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process;

(4)

The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the GSBD Audit Committee or the MMLC Audit Committee;

(5)

The Audit Committee of each of the GSBD Board or the MMLC Board, as applicable, reviews valuation information provided by the Investment Management Division Valuation Committee, GSAM and the Independent Valuation Advisors. The relevant Audit Committee then assesses such valuation recommendations; and

(6)

Each of the GSBD Board and the MMLC Board discusses the valuations and, within the meaning of the 1940 Act, determines the fair value of investments in good faith, based on the input of GSAM, the Independent Valuation Advisors and the relevant Audit Committee.

Income Taxes: GSBD has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, GSBD generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that GSBD timely distributes to its stockholders as dividends. To maintain its RIC status, GSBD must meet specified source-of-income and asset diversification requirements and timely distribute to stockholders at least 90% of GSBD’s investment company taxable income for each year. Depending upon the level of taxable income earned in a year, GSBD may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. GSBD generally will be required to pay a U.S. federal excise tax if GSBD’s distributions during a calendar year do not exceed the sum of (1) 98% of GSBD’s net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of GSBD’s capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.

Transaction Costs: Both GSBD and MMLC incur direct transaction costs resulting from the Merger. GSBD, as the acquirer in an asset acquisition, will capitalize its transaction costs and such costs will be reflected as an adjustment to the purchase price of MMLC. MMLC will expense its transaction costs as incurred. In the event the Merger is consummated, GSAM shall reimburse each of MMLC and GSBD, in each case in an amount of up to $4.0 million for all fees and expenses incurred and payable by MMLC or on its behalf, on the one hand, and GSBD or on its behalf, on the other hand, in connection with or related to the Merger, the Merger Agreement and the related transactions (including all documented fees and expenses of counsel, accountants, experts and consultants to MMLC or the MMLC Special Committee, on the one hand, or GSBD or the GSBD Special Committee, on the other hand). See “Description of the Merger Agreement—Fees and Expenses.”

GSBD expects to incur approximately $1.9 million in estimated transaction costs net of GSAM reimbursement, which will be capitalized for the purposes of the purchase price accounting. MMLC expects to incur approximately $1.9 million in estimated transaction costs net of GSAM reimbursement.

2. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

The unaudited pro forma condensed consolidated financial information includes the unaudited Pro Forma Condensed Consolidated Statement of Assets and Liabilities as of June 30, 2020 assuming the Merger had been completed on June 30, 2020. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2020 and for the year ended December 31, 2019 were prepared assuming the Merger had been completed on January 1, 2019.

For purposes of the pro forma condensed consolidated financial statements, the cost of the acquisition is based on the Pro Forma Accounting Purchase Price. The Pro Forma Accounting Purchase Price is approximately $863.4 million in stock consideration which is based upon a price of $15.86 per share of GSBD Common Stock as of August 24, 2020. The unaudited Pro Forma Condensed Consolidated Statement of Assets and Liabilities reflects the issuance of 59,693,352 shares of GSBD Common Stock pursuant to the Merger Agreement.

If the closing stock price of GSBD common stock were to increase or decrease by 5%, the Pro Forma Accounting Purchase Price would be approximately $907 million and $820 million, respectively.

The Merger will be accounted for using the asset acquisition method of accounting. Accordingly, the fair value of the consideration paid by GSBD in connection with the Merger will be allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill.

The Merger is expected to close in the fourth quarter of 2020. The prevailing market price of GSBD Common Stock at Closing may be different from the price of GSBD Common Stock on which we have based the Pro Forma Accounting Purchase Price. To the extent that the closing sales price of GSBD Common Stock as of immediately prior to Closing, adjusted to include a discount to reflect the impact of transfer restrictions applicable to the shares of GSBD Common Stock issued to MMLC stockholders pursuant to the terms of the Merger and the impact of estimated transaction costs expected to be incurred by GSBD (the “Accounting Purchase Price”) does not closely approximate the NAV of GSBD Common Stock at such time, the difference between the Accounting Purchase Price and the fair value of MMLC’s net assets acquired, would result in a purchase premium or discount (henceforth referred to as the “purchase premium (or discount)”). The purchase premium (or discount) will be allocated to the acquired assets and assumed liabilities of MMLC based on their relative fair values as of the Closing Date. Immediately following the Merger, GSBD will record its investments, including former MMLC investments, at their respective fair values and, as a result, the purchase premium (or discount) allocated to the cost basis of the investments acquired from MMLC will be recognized as unrealized depreciation (or appreciation). The purchase premium (or discount) allocated to the acquired MMLC investments in loans would amortize over the life of the loans through interest income with a corresponding reversal of the initial unrealized depreciation (or appreciation) on the acquired MMLC

loans through their ultimate disposition. The purchase premium (or discount) allocated to the acquired MMLC investments in equity securities would not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the acquired MMLC equity securities and disposition of such equity securities at fair value, would be recognized as realized loss (or gain) with a corresponding reversal of the unrealized depreciation (or appreciation) upon disposition of such equity securities.

The following table summarizes the calculation of pro forma purchase price and adjustments to assets acquired and the liabilities assumed based on MMLC’s estimate of relative fair values:


	Goldman Sachs Middle Market Lending Corp.		Pro Forma Adjustments⁽¹⁾			Pro Forma June 30, 2020
Common stock issued						$	863,382

Total purchase price							863,382

Investments, at fair value	$	1,675,778	$	—		$	1,675,778
Cash and cash equivalents		136,251		—			136,251
Deferred financing costs		2,335		(2,335	)		—
Other assets		10,888		4,000			14,888

Total assets acquired		1,825,252		1,665			1,826,917
Debt		840,872		—			840,872
Other liabilities assumed (including transaction costs)		7,015		78,282			85,297

Total liabilities		847,887		78,282			926,169

Net assets acquired	$	977,365	$	(76,617	)	$	900,748

Purchase discount (2)						$	(37,366	)

(1)	Pro Forma adjustments are detailed in Note 3 “Preliminary Pro Forma Adjustments.”

(2)	Purchase discount is allocated to cost of investments acquired after initial recognition of cost at fair value of assets acquired, illustrated in the table below.


	Pro Forma Adjustments
	Goldman Sachs Middle Market Lending Corp. June 30, 2020			Recognition of Cost at Fair Value of Assets Acquired			Purchase Discount			Pro Forma June 30, 2020
Investments, at fair value:
Amortized Cost	$	1,754,335		$	(78,557	)	$	(37,366	)	$	1,638,412

Unrealized appreciation (depreciation) on investments		(78,557	)		78,557			37,366			37,366

	$	1,675,778								$	1,675,778

3. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

(A) The pro forma adjustment to investments at fair value reflects the initial recognition by GSBD of MMLC investments at fair value, a decrease in cost of investments equal to the calculated pro forma purchase discount and a corresponding increase to unrealized appreciation (depreciation) on investments. The pro forma adjustment to interest and dividend income reflects the amortization of the purchase discount resulting from the purchase discount paid in the Merger allocated to the investments in loan securities acquired from MMLC over a period of five years (represents the average remaining term of loan securities acquired) and the corresponding reversal of the unrealized appreciation, described in the preceding sentence, on the loans acquired from MMLC. The adjustment assumes the estimated purchase discount calculated as of June 30, 2020 of $37.4 million equates to the purchase discount if the Merger had occurred on January 1, 2019. Based on these assumptions, Pro Forma Condensed Consolidated Statements of Operations reflect increases to interest income and corresponding reversals of unrealized appreciation.

(B) The pro forma adjustment to deferred financing costs on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities reflects the elimination of $2.3 million of unamortized deferred financing costs associated with the extinguishment of MMLC’s revolving credit facility debt balance on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities, which is offset by the anticipated increase in capacity and amount outstanding under the GSBD existing credit facility (the “GSBD Credit Facility”) following the consummation of the Merger, as discussed below.

In addition, the pro forma adjustment reflects approximately $3.8 million in fees and expenses to be capitalized to deferred financing costs on the Pro Forma Condensed Consolidated Statement of Assets and Liabilities and the corresponding liability to be recorded in other liabilities for the fees and expenses incurred in connection with increasing the borrowing capacity of the GSBD Credit Facility upon consummation of the Merger.

The adjustment of $1.4 million to interest and other debt expenses on the Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2020 includes (i) the elimination of unamortized deferred financing costs associated with MMLC’s revolving credit facility that will not be acquired as part of the Merger; (ii) amortization of deferred financing costs associated with the aforementioned increase of borrowing capacity to the GSBD Credit Facility; and (iii) a recalculation of the interest expense related to MMLC’s outstanding debt balance utilizing the weighted average interest rate of 2.99% as of June 30, 2020 for the GSBD Credit Facility that will remain in place following the consummation of the Merger.

The adjustment of $0.6 million to interest and other debt expenses on the Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2019, includes (i) the elimination of unamortized deferred financing costs associated with MMLC’s revolving credit facility that will not be acquired as part of the Merger; (ii) amortization of deferred financing costs associated with the February 25, 2020 amendment to the GSBD Credit Facility and the aforementioned increase in capacity to the GSBD Credit Facility; (iii) amortization of debt issuance costs associated with the 2025 Notes issuance and the corresponding interest expense; and (iv) a recalculation of the interest expense related to the estimated weighted average debt outstanding of $900.0 million utilizing the weighted average interest rate of 3.64% under the amended terms for the GSBD Credit Facility that will remain in place following the consummation of the Merger.

(C) In the event the Merger is consummated, GSAM shall reimburse each of MMLC and GSBD, in each case in an amount of up to $4.0 million for all fees and expenses incurred and payable by MMLC or on its behalf, on the one hand, and GSBD or on its behalf, on the other hand, in connection with or related to the Merger, the Amended and Restated Merger Agreement and the related transactions (including all documented fees and expenses of counsel, accountants, experts and consultants to MMLC or the MMLC Special Committee, on the one hand, or GSBD or the GSBD Special Committee, on the other hand). An asset equal to the aggregate reimbursement amount of $8.0 million was added to the Pro Forma Condensed Consolidated Statement of Assets and Liabilities.

GSBD’s estimated transaction costs are $5.9 million, for which $1.0 million was capitalized for the year ended December 31, 2019 and an incremental $1.6 million was capitalized for the six months ended June 30, 2020. Transaction expenses for GSBD are included in other assets on GSBD’s Consolidated Statement of Assets and Liabilities and have been removed as the transaction costs are capitalized in the purchase price. The remaining estimated outstanding transaction costs of $3.3 million were added to the Pro Forma Condensed Consolidated Statements of Assets and Liabilities, within other liabilities. Estimated transaction costs are $ 1.9 million net of GSAM reimbursement, which have been capitalized, as well as utilized for purposes of calculating the exchange ratio.

MMLC’s estimated transaction costs are $5.9 million, for which $1.5 million was expensed for the year ended December 31, 2019 and an incremental $1.1 million was expensed for the six months ended June 30, 2020. The remaining estimated outstanding transaction costs of $3.3 million were added to the Pro Forma Condensed Consolidated Statements of Assets and Liabilities, within other liabilities. Transaction expenses for MMLC are included in other expenses on MMLC’s Consolidated Statement of Operations and have been removed from the Pro-Forma Condensed Statement of Operations as these are non-recurring expenses.

(D) In addition to the pro forma adjustment made in footnotes (B) and (C), the pro forma adjustment reflects the estimated distribution of approximately $75.0 million to MMLC stockholders relating to the pre-Closing period that the MMLC Board will declare prior to the Closing, subject to MMLC’s compliance with all applicable regulatory requirements and covenants contained in debt agreements to which MMLC is party or subject.

(E) This pro forma adjustment reflects shares of GSBD Common Stock issued to MMLC stockholders based on an exchange ratio of 1.1086 shares of GSBD Common Stock for each share of MMLC Common Stock held as of June 30, 2020. For purposes of calculating the exchange ratio, the NAV of MMLC as of June 30, 2020 was adjusted by (i) elimination of unamortized deferred financing discussed in footnote (B), (ii) estimated net transaction costs discussed in footnote (C); and (iii) the distribution to MMLC stockholders discussed in footnote (D). New shares of GSBD Common Stock issued equal the adjusted NAV per share of MMLC Common Stock of $16.73 divided by the adjusted NAV per share of GSBD Common Stock as of June 30, 2020 of $15.09. This resulted in an increase in total combined shares outstanding of 5,848,405.

(F) After the Merger, MMLC’s assets will be subject to the Second Amended and Restated Investment Management Agreement, dated June 15, 2018, by and between GSBD and GSAM (the “GSBD Investment Management Agreement”). The adjustments included in the Pro Forma Condensed Consolidated Statements of Operations are to account for differences in the calculation of management and incentive fees between the Investment Management Agreement, dated January 13, 2017, by and between MMLC and GSAM (the “MMLC Investment Management Agreement”) and the GSBD Investment Management Agreement.

In addition, the voluntary management fee waiver for GSBD has been removed from the Pro-Forma Condensed Statement of Operations as this was a non-recurring waiver.

In addition, in connection with the Merger, GSAM has agreed to waive a portion of its incentive fee for nine quarters, commencing with the quarter ending December 31, 2019 through and including the quarter ending December 31, 2021, otherwise payable by GSBD under the GSBD Investment Management Agreement, for each such quarter in an amount sufficient to ensure that GSBD’s net investment income per weighted share outstanding for such quarter is at least $0.48 per share. Because the Incentive Fee Waiver is temporary and short-term, the calculation of incentive fees presented in the Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2019 does not take into account the Incentive Fee Waiver and has been removed from the Pro-Forma Condensed Statement of Operations.

(G) In addition to the pro forma adjustment made to other expenses in footnote (C) for MMLC transaction expenses, which are included in other expenses on MMLC’s Consolidated Statement of Operations and have been removed from the Pro Forma Condensed Statement of Operations as these are non-recurring expenses, the pro forma adjustment to other expenses reflects the impact of the Merger on professional fees and general and administrative expenses representing cost savings attributable to the Merger.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments

Unaudited

As of June 30, 2020

(In thousands)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
1st Lien Senior Secured Debt
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/16/2023		14,589			14,257			—			—			14,589			14,257			(1)
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/16/2023		—			—			2,218			2,171			2,218			2,171			(1)
A Place For Mom, Inc.	Diversified Consumer Services	4.75%	L + 3.75%; 1.00% Floor		8/10/2024		8,791			7,917			—			—			8,791			7,917
Accuity Delivery Systems, LLC	Health Care Providers & Services	8.32%	L + 7.00%; 1.00% Floor		6/13/2023		9,973			10,272			14,200			14,625			24,173			24,897			^ (1) (2)
Acquia, Inc.	Software	8.00%	L + 7.00%; 1.00% Floor		10/31/2025		12,138			11,962			17,865			17,606			30,003			29,568			(1) (2)
Acquia, Inc.	Software		L + 7.00%; 1.00% Floor		10/31/2025		(24	)		(43	)		(35	)		(63	)		(59	)		(106	)		(1) (2) (3)
Animal Supply Holdings, LLC	Distributors	11.50% PIK	L + 10.00% PIK; 1.50% Floor		2/22/2022		3,962			3,780			—			—			3,962			3,780			^^ (1) (4)
Ansira Partners, Inc.	Professional Services	7.50% PIK	L + 6.50% PIK; 1.00% Floor		12/20/2024		4,546			4,341			—			—			4,546			4,341
Ansira Partners, Inc.	Professional Services	7.51% PIK	L + 6.50% PIK; 1.00% Floor		12/20/2024		280			267			—			—			280			267
Apptio, Inc.	IT Services	8.25%	L + 7.25%; 1.00% Floor		1/10/2025		32,173			31,558			45,701			44,826			77,874			76,384			(2)
Apptio, Inc.	IT Services		L + 7.25%; 1.00% Floor		1/10/2025		(34	)		(78	)		(48	)		(111	)		(82	)		(189	)		(2) (3)
Associations, Inc.	Real Estate Management & Development	8.46%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		13,633			13,203			19,424			18,812			33,057			32,015			(1) (2)
Associations, Inc.	Real Estate Management & Development	8.46%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		2,135			2,040			3,042			2,907			5,177			4,947			(1) (2) (3)
Associations, Inc.	Real Estate Management & Development	7.46%	L + 6.00%; 1.00% Floor		7/30/2024		582			563			829			802			1,411			1,365			(1) (2)
ATX Networks Corp.	Communications Equipment	8.00%	L + 7.00% (incl. 1.00% PIK); 1.00% Floor		6/11/2021		7,237			6,381			—			—			7,237			6,381
ATX Networks Corp.	Communications Equipment	8.00%	L + 7.00% (incl. 1.00% PIK); 1.00% Floor		6/11/2021		458			406			—			—			458			406
Axiom Software	Health Care Technology				7/31/2027		—			—			—			—			—			—			(2) (3)
Axiom Software	Health Care Technology				7/31/2026		—			—			—			—			—			—			(2) (3)
Badger Sportswear, Inc.	Textiles, Apparel & Luxury Goods	6.25%	L + 5.00%; 1.00% Floor		9/11/2023		7,098			4,290			—			—			7,098			4,290
Barbri, Inc.	Diversified Consumer Services	5.33%	L + 4.25%; 1.00% Floor		12/1/2023		6,224			5,307			—			—			6,224			5,307
BJH Holdings III Corp. (dba Jack’s Family Restaurants)	Hotels, Restaurants & Leisure	6.75%	L + 5.75%; 1.00% Floor		8/19/2025		6,123			5,684			8,971			8,327			15,094			14,011			(2	)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		4,439			4,318			6,481			6,305			10,920			10,623			(1	) (2)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		755			702			1,100			1,023			1,855			1,725			(1	) (2) (3)
Bullhorn, Inc.	Professional Services	6.57%	L + 5.50%; 1.00% Floor		10/1/2025		10,792			10,611			15,813			15,548			26,605			26,159			(1	) (2)
Bullhorn, Inc.	Professional Services	6.50%	L + 5.50%; 1.00% Floor		10/1/2025		538			529			788			775			1,326			1,304			(1	) (2)
Bullhorn, Inc.	Professional Services	6.57%	L + 5.50%; 1.00% Floor		10/1/2025		178			175			261			257			439			432			(1	) (2)
Bullhorn, Inc.	Professional Services	6.57%	L + 5.50%; 1.00% Floor		10/1/2025		126			114			185			167			311			281			(1	) (2) (3)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		12,391			12,078			29,697			28,948			42,088			41,026			(1	) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		10,971			10,756			—			—			10,971			10,756			(1	) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		1,857			1,812			4,450			4,342			6,307			6,154			(1	) (2)
Businessolver.com, Inc.	Health Care Technology		L + 7.50%; 1.00% Floor		5/15/2023		(18	)		(59	)		(44	)		(141	)		(62	)		(200	)		(1	) (2) (3)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	7.34%	L + 5.75%; 1.00% Floor		7/1/2024		4,733			4,535			6,899			6,609			11,632			11,144			(1	) (2)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services		L + 5.75%; 1.00% Floor		7/1/2024		(12	)		(71	)		(17	)		(103	)		(29	)		(174	)		(1	) (2) (3)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		6,838			6,739			10,061			9,915			16,899			16,654			(1	) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		1,538			1,484			2,265			2,186			3,803			3,670			(1	) (2) (3)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		L + 5.75%; 1.00% Floor		11/14/2025		(16	)		(29	)		(23	)		(42	)		(39	)		(71	)		(1) (2) (3)
Collaborative Imaging, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	7.50%	L + 6.50%; 1.00% Floor		3/28/2025		8,801			8,611			12,559			12,287			21,360			20,898			^^^ (1) (2)
Collaborative Imaging, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	7.50%	L + 6.50%; 1.00% Floor		3/28/2025		6,514			6,387			9,544			9,359			16,058			15,746			^^^ (1) (2)
ConnectWise, LLC	IT Services	7.07%	L + 6.00%; 1.00% Floor		2/28/2025		13,254			12,992			19,497			19,112			32,751			32,104			(1) (2)
ConnectWise, LLC	IT Services		L + 6.00%; 1.00% Floor		2/28/2025		(18	)		(39	)		(27	)		(57	)		(45	)		(96	)		(1) (2) (3)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.09%	L + 7.50%; 1.50% Floor		8/30/2024		20,834			18,020			30,465			26,350			51,299			44,370			(1) (2)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.13%	L + 7.50%; 1.50% Floor		8/30/2024		6,137			5,287			8,999			7,752			15,136			13,039			(1) (2)
CorePower Yoga LLC	Diversified Consumer Services	5.61%	L + 4.75%		5/14/2025		9,790			8,923			14,585			13,293			24,375			22,216			(2)
CorePower Yoga LLC	Diversified Consumer Services		L + 4.75%		5/14/2025		(2	)		(16	)		(3	)		(24	)		(5	)		(40	)		(2) (3)
CorePower Yoga LLC	Diversified Consumer Services		L + 4.75%		5/14/2025		(8	)		(68	)		(12	)		(101	)		(20	)		(169	)		(2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	6.32%	L + 5.25%; 1.00% Floor		10/3/2025		12,138			10,806			17,915			15,949			30,053			26,755			(2)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	6.32%	L + 5.25%; 1.00% Floor		10/3/2025		516			421			761			621			1,277			1,042			(2) (3)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.25%	L + 5.25%; 1.00% Floor		6/30/2022		3,775			3,672			5,362			5,216			9,137			8,888			(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.25%	L + 5.25%; 1.00% Floor		6/30/2022		3,568			3,471			5,069			4,931			8,637			8,402			(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.25%	L + 5.25%; 1.00% Floor		6/30/2022		1,076			1,047			1,529			1,487			2,605			2,534			(1) (2)
Diligent Corporation	Professional Services	6.50%	L + 5.50%; 1.00% Floor		4/14/2022		18,320			17,768			26,105			25,320			44,425			43,088			(1) (2)
Diligent Corporation	Professional Services	6.50%	L + 5.50%; 1.00% Floor		4/14/2022		3,785			3,783			5,396			5,392			9,181			9,175			(1) (2)
Diligent Corporation	Professional Services	6.50%	L + 5.50%; 1.00% Floor		4/14/2022		1,457			1,457			2,078			2,077			3,535			3,534			(1) (2)
Diligent Corporation	Professional Services	6.50%	L + 5.50%; 1.00% Floor		4/14/2022		1,127			1,134			1,561			1,571			2,688			2,705			(1) (2) (3)
Diligent Corporation	Professional Services	6.57%	L + 5.50%; 1.00% Floor		4/14/2022		500			500			717			717			1,217			1,217			(1) (2)
Diligent Corporation	Professional Services	6.50%	L + 5.50%; 1.00% Floor		4/14/2022		242			242			347			347			589			589			(1) (2)
Diligent Corporation	Professional Services		L + 5.50%; 1.00% Floor		4/14/2022		(29	)		(32	)		(42	)		(46	)		(71	)		(78	)		(1) (2) (3)
DocuTAP, Inc.	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		5/12/2025		23,468			23,254			34,156			33,843			57,624			57,097			(1) (2)
E2open, LLC	Software	6.75%	L + 5.75%; 1.00% Floor		11/26/2024		16,041			15,692			23,914			23,394			39,955			39,086			(1) (2)
Elemica Parent, Inc.	Chemicals	5.81%	L + 5.50%		9/18/2025		2,827			2,682			4,142			3,929			6,969			6,611			(1) (2)
Elemica Parent, Inc.	Chemicals	5.98%	L + 5.50%		9/18/2025		270			251			391			363			661			614			(1) (2) (3)
Elemica Parent, Inc.	Chemicals		L + 5.50%		9/18/2025		(6	)		(41	)		(9	)		(60	)		(15	)		(101	)		(1) (2) (3)
Empirix, Inc.	Diversified Telecommunication Services	7.25%	L + 6.25%; 1.00% Floor		9/25/2024		21,686			20,768			30,924			29,615			52,610			50,383			(1) (2)
Empirix, Inc.	Diversified Telecommunication Services		L + 6.25%; 1.00% Floor		9/25/2023		(15	)		(71	)		(21	)		(99	)		(36	)		(170	)		(1) (2) (3)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		4,230			4,160			6,259			6,156			10,489			10,316			(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		902			887			1,335			1,313			2,237			2,200			(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies		L + 5.50%; 1.00% Floor		12/6/2025		(12	)		(55	)		(18	)		(81	)		(30	)		(136	)		(1) (2) (3)
Fenergo Finance 3 Limited	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		9/5/2024		20,417			19,648			29,019			27,927			49,436			47,575			(1) (2) (5)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(15	)		(21	)		(21	)		(29	)		(36	)		(50	)		(1) (2) (3) (5)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(22	)		(29	)		(32	)		(43	)		(54	)		(72	)		(1) (2) (3) (5)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 5.50%; 1.00% Floor		8/21/2023		—			(1	)		—			(5	)		—			(6	)		(1) (3)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		—			—			3,978			3,797			3,978			3,797			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		—			—			2,991			2,855			2,991			2,855			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		—			—			2,976			2,840			2,976			2,840			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		4,345			4,178			11,142			10,713			15,487			14,891			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		869			835			2,227			2,141			3,096			2,976			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/21/2023		549			528			1,408			1,353			1,957			1,881			(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	7.10%	L + 5.50%; 1.00% Floor		8/21/2023		300			278			770			712			1,070			990			(1) (3)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.05%	L + 6.00%; 1.00% Floor		9/4/2024		9,559			9,218			13,624			13,139			23,183			22,357			(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.00%	L + 6.00%; 1.00% Floor		9/4/2024		4,981			4,805			7,032			6,784			12,013			11,589			(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.01%	L + 6.00%; 1.00% Floor		9/4/2024		4,791			4,612			6,813			6,558			11,604			11,170			(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services		L + 6.00%; 1.00% Floor		9/4/2023		(26	)		(100	)		(37	)		(145	)		(63	)		(245	)		(1) (2) (3)
GH Holding Company (dba Grace Hill)	Real Estate Management & Development	4.68%	L + 4.50%		2/28/2023		7,310			7,148			—			—			7,310			7,148			(1)
GI Revelation Acquisition LLC (dba Consilio)	IT Services	5.18%	L + 5.00%		4/16/2025		4,641			4,231			—			—			4,641			4,231
GK Holdings, Inc. (dba Global Knowledge)	IT Services	9.00%	L + 8.00%; 1.00% Floor		1/20/2021		8,498			5,741			—			—			8,498			5,741
GlobalTranz Enterprises, Inc.	Road & Rail	5.18%	L + 5.00%		5/15/2026		7,509			5,885			11,188			8,768			18,697			14,653			(2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		17,958			17,939			28,601			28,570			46,559			46,509			(1) (2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		137			134			219			214			356			348			(1) (2) (3)
Granicus, Inc.	Software	5.75%	L + 4.75%; 1.00% Floor		9/7/2022		9,829			9,846			14,392			14,417			24,221			24,263			(1) (2)
Halo Branded Solutions, Inc.	Commercial Services & Supplies	5.50%	L + 4.50%; 1.00% Floor		6/30/2025		6,407			5,274			—			—			6,407			5,274
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%; 1.00% Floor		7/9/2025		22,857			21,189			34,053			31,568			56,910			52,757			(1) (2)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%; 1.00% Floor		7/9/2025		588			452			876			673			1,464			1,125			(1) (2) (3)
Hygiena Borrower LLC	Life Sciences Tools & Services	5.02%	L + 4.00%; 1.00% Floor		8/26/2022		12,230			11,687			5,178			4,960			17,408			16,647
Hygiena Borrower LLC	Life Sciences Tools & Services		L + 4.00%; 1.00% Floor		8/26/2022		(9	)		(66	)		(4	)		(28	)		(13	)		(94	)		(3)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		29,447			28,774			41,956			40,997			71,403			69,771			(2)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		5,414			5,299			7,714			7,550			13,128			12,849			(2)
iCIMS, Inc.	Software		L + 6.50%; 1.00% Floor		9/12/2024		(26	)		(70	)		(38	)		(100	)		(64	)		(170	)		(2) (3)
Infinity Sales Group	Media	11.50%	L + 10.50%; 1.00% Floor		11/23/2022		25,579			26,154			—			—			25,579			26,154			(1)
Instructure Holdings	Diversified Consumer Services	8.00%	L + 7.00%; 1.00% Floor		3/24/2026		25,488			25,476			38,222			38,205			63,710			63,681			(1) (2)
Instructure Holdings	Diversified Consumer Services		L + 7.00%; 1.00% Floor		3/24/2026		(24	)		(25	)		(36	)		(38	)		(60	)		(63	)		(1) (2) (3)
Integral Ad Science, Inc.	Interactive Media & Services	8.25%	L + 7.25% (incl. 1.25% PIK); 1.00% Floor		7/19/2024		25,445			24,783			36,257			35,314			61,702			60,097			(1) (2)
Integral Ad Science, Inc.	Interactive Media & Services		L + 6.00%; 1.00% Floor		7/19/2023		(22	)		(73	)		(32	)		(103	)		(54	)		(176	)		(1) (2) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.50%	L + 5.50%; 1.00% Floor		4/2/2025		21,641			21,379			31,550			31,168			53,191			52,547			(1) (2)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		L + 5.50%; 1.00% Floor		4/2/2025		(36	)		(58	)		(52	)		(85	)		(88	)		(143	)		(1) (2) (3)
Iracore International Holdings, Inc.	Energy Equipment & Services	10.00%	L + 9.00%; 1.00% Floor		4/12/2021		2,917			2,910			—			—			2,917			2,910			^ (1)
Jill Acquisition LLC (dba J. Jill)	Specialty Retail	6.00%	L + 5.00%; 1.00% Floor		5/8/2022		6,642			3,930			—			—			6,642			3,930
Kawa Solar Holdings Limited	Construction & Engineering				9/30/2020		3,603			3,212			—			—			3,603			3,212			^ (1) (5) (6)
Kawa Solar Holdings Limited	Construction & Engineering				9/30/2020		2,683			—			—			—			2,683			—			^ (1) (5) (6)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%; 1.00% Floor		10/3/2022		38,469			37,115			49,409			47,670			87,878			84,785			(1) (2)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
Lithium Technologies, Inc.	Interactive Media & Services	9.21%	L + 8.00%; 1.00% Floor		10/3/2022		1,311			1,215			1,684			1,560			2,995			2,775			(1) (2) (3)
Mailgun Technologies, Inc.	Interactive Media & Services	6.58%	L + 5.50%; 1.00% Floor		3/26/2025		15,552			15,263			22,668			22,247			38,220			37,510			(1) (2)
Mailgun Technologies, Inc.	Interactive Media & Services		L + 5.50%; 1.00% Floor		3/26/2025		—			(35	)		—			(51	)		—			(86	)		(1) (2) (3)
Mervin Manufacturing, Inc.	Leisure Products	8.50%	L + 7.50%; 1.00% Floor		9/30/2022		10,858			10,262			—			—			10,858			10,262			(1)
Midwest Transport, Inc.	Road & Rail	8.07%	L + 7.00%; 1.00% Floor		10/2/2023		11,508			11,560			16,401			16,475			27,909			28,035			(1) (2)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		20,279			20,196			29,109			28,990			49,388			49,186			(1) (2)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		2,630			2,614			3,733			3,711			6,363			6,325			(1) (2) (3)
MRI Software LLC	Real Estate Management & Development	6.57%	L + 5.50%; 1.00% Floor		2/10/2026		8,467			8,117			13,484			12,928			21,951			21,045
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(6	)		(31	)		(9	)		(50	)		(15	)		(81	)		(3)
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(6	)		(32	)		(10	)		(51	)		(16	)		(83	)		(3)
Netvoyage Corporation (dba NetDocuments)	Software	8.83%	L + 7.75%; 1.00% Floor		3/22/2024		8,369			8,153			7,802			7,601			16,171			15,754			(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.83%	L + 7.75%; 1.00% Floor		3/22/2024		3,901			3,821			5,851			5,732			9,752			9,553			(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.83%	L + 7.75%; 1.00% Floor		3/24/2022		785			769			867			849			1,652			1,618			(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software		L + 7.75%; 1.00% Floor		3/24/2022		(5	)		(25	)		(4	)		(23	)		(9	)		(48	)		(1) (2) (3)
Output Services Group, Inc.	Diversified Consumer Services	5.50%	L + 4.50%; 1.00% Floor		3/27/2024		3,910			2,745			—			—			3,910			2,745
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.18%	L + 4.00%		6/11/2023		3,217			3,021			—			—			3,217			3,021			(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.18%	L + 4.00%		6/11/2023		1,748			1,641			—			—			1,748			1,641			(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.18%	L + 4.00%		6/11/2023		1,714			1,613			—			—			1,714			1,613			(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.18%	L + 4.00%		6/11/2023		924			867			—			—			924			867			(1)
Picture Head Midco LLC	Entertainment	7.75%	L + 6.75%; 1.00% Floor		8/31/2023		18,176			16,686			27,068			24,857			45,244			41,543			(1) (2)
PlanSource Holdings, Inc.	Health Care Technology	7.95%	L + 6.25%; 1.00% Floor		4/22/2025		22,398			21,926			33,371			32,667			55,769			54,593			(1) (2)
PlanSource Holdings, Inc.	Health Care Technology		L + 6.25%; 1.00% Floor		4/22/2025		(51	)		(118	)		(75	)		(176	)		(126	)		(294	)		(1) (2) (3)
Power Stop, LLC	Auto Components	4.93%	L + 4.75%		10/19/2025		7,471			6,737			10,715			9,663			18,186			16,400			(2)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		1/2/2025		11,553			11,155			16,938			16,355			28,491			27,510			(1) (2)
Professional Physical Therapy	Health Care Providers & Services	7.88%	L + 6.75% (incl. 0.75% PIK); 1.00% Floor		12/16/2022		5,271			5,025			—			—			5,271			5,025			(1)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	6.50%	L + 5.50%; 1.00% Floor		10/15/2025		11,648			10,414			17,155			15,338			28,803			25,752			(2)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	5.75%	L + 4.75%; 1.00% Floor		6/21/2025		8,914			8,371			13,281			12,471			22,195			20,842			(1) (2)
Riverpoint Medical, LLC	Health Care Equipment & Supplies		L + 4.75%; 1.00% Floor		6/21/2025		(7	)		(107	)		(10	)		(159	)		(17	)		(266	)		(1) (2) (3)
Selectquote, Inc.	Insurance	7.01%	L + 6.00%; 1.00% Floor		11/5/2024		8,037			8,182			11,868			12,082			19,905			20,264			(2)
SF Home Décor, LLC (dba SureFit Home Décor)	Household Products	10.75%	L + 9.75%; 1.00% Floor		7/13/2022		18,387			16,899			23,199			21,322			41,586			38,221			(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.08%	L + 8.00%; 1.00% Floor		12/18/2020		5,931			5,891			8,827			8,768			14,758			14,659			(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.08%	L + 8.00%; 1.00% Floor		12/18/2020		1,840			1,816			2,738			2,702			4,578			4,518			(1) (2) (4)
SMS Systems Maintenance Services, Inc.	IT Services	6.00%	L + 5.00%; 1.00% Floor		10/30/2023		3,239			2,474			—			—			3,239			2,474
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.82%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		10,304			9,196			14,706			13,124			25,010			22,320			(1) (2)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.84%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		750			669			1,072			956			1,822			1,625			(1) (2)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.97%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		379			336			540			478			919			814			(1) (2)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	6.50%	L + 5.50%; 1.00% Floor		8/15/2025		10,734			10,306			15,645			15,022			26,379			25,328			(1) (2)


						Actual						Actual
						Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.						Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Footnotes
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services		L + 5.50%; 1.00% Floor		8/15/2025		(24	)		(97	)		(35	)		(142	)		(59	)		(239	)		(1) (2) (3)
Tronair Parent Inc.	Air Freight & Logistics	5.75%	L + 4.75%; 1.00% Floor		9/8/2023		6,704			4,986			—			—			6,704			4,986
U.S. Acute Care Solutions, LLC	Health Care Providers & Services	7.07%	L + 6.00%; 1.00% Floor		5/17/2021		6,258			5,520			—			—			6,258			5,520
US Med Acquisition, Inc.	Health Care Equipment & Supplies	10.00%	L + 9.00%; 1.00% Floor		8/13/2021		29,350			28,825			—			—			29,350			28,825			(1)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%; 1.00% Floor		7/2/2025		12,725			11,890			18,728			17,500			31,453			29,390			(2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	6.75%	L + 5.75%; 1.00% Floor		3/21/2025		10,528			10,516			15,788			15,770			26,316			26,286			(1) (2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	8.00%	P + 4.75%		3/21/2025		220			219			330			329			550			548			(1) (2) (3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	7.50%	L + 6.50%; 1.00% Floor		3/31/2023		18,428			18,458			9,887			9,876			28,315			28,334			(1)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		L + 6.50%; 1.00% Floor		3/31/2022		(7	)		(7	)		(1	)		(2	)		(8	)		(9	)		(1) (3)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		10,017			9,759			14,677			14,299			24,694			24,058			(1) (2)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		1,044			1,017			1,529			1,489			2,573			2,506			(1) (2)
WebPT, Inc.	Health Care Technology		L + 6.75%; 1.00% Floor		8/28/2024		(11	)		(54	)		(16	)		(79	)		(27	)		(133	)		(1) (2) (3)
Wine.com, LLC	Beverages	8.00%	L + 7.00%; 1.00% Floor		11/14/2024		6,300			6,384			8,860			8,978			15,160			15,362			(1) (2)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development	7.50%	L + 6.50%; 1.00% Floor		6/13/2025		31,151			31,060			46,410			46,275			77,561			77,335			(1) (2) (5)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development		L + 6.50%; 1.00% Floor		6/13/2025		(53	)		(63	)		(78	)		(94	)		(131	)		(157	)		(1) (2) (3) (5)
WorkForce Software, LLC	Software	7.50%	L + 6.50%; 1.00% Floor		7/31/2025		8,604			8,275			12,541			12,062			21,145			20,337			(1) (2)
WorkForce Software, LLC	Software		L + 6.50%; 1.00% Floor		7/31/2025		(13	)		(42	)		(19	)		(62	)		(32	)		(104	)		(1) (2) (3)
Wrike, Inc.	Professional Services	7.83%	L + 6.75%; 1.00% Floor		12/31/2024		22,323			22,023			31,719			31,292			54,042			53,315			(2)
Wrike, Inc.	Professional Services		L + 6.75%; 1.00% Floor		12/31/2024		(24	)		(48	)		(35	)		(69	)		(59	)		(117	)		(2) (3)
Xactly Corporation	IT Services	8.25%	L + 7.25%; 1.00% Floor		7/29/2022		26,893			26,630			34,493			34,155			61,386			60,785			(1) (2)
Xactly Corporation	IT Services		L + 7.25%; 1.00% Floor		7/29/2022		(14	)		(34	)		(18	)		(44	)		(32	)		(78	)		(1) (2) (3)
Yasso, Inc.	Food Products	8.82%	L + 7.75%; 1.00% Floor		3/23/2022		7,919			7,983			7,310			7,369			15,229			15,352			(1) (2)

TOTAL FIRST LIEN SENIOR SECURED							1,135,533			1,080,703			1,335,588			1,288,224			2,471,121			2,368,927

1st Lien/Last-Out Unitranche
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		11,641			11,454			26,705			26,276			38,346			37,730			(1) (2)
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		611			601			21,901			21,537			22,512			22,138			(1) (2)
RugsUSA, LLC	Household Products	7.50%	L + 6.50%; 1.00% Floor		4/30/2023		5,804			5,694			8,279			8,122			14,083			13,816			(1) (2)
Smarsh, Inc.	Interactive Media & Services	8.88%	L + 7.88%; 1.00% Floor		3/31/2021		17,178			17,030			43,819			43,482			60,997			60,512			(1) (2)

TOTAL FIRST LIEN/LAST-OUT UNITRANCHE⁽⁷⁾							35,234			34,779			100,704			99,417			135,938			134,196

2nd Lien Senior Secured Debt
American Dental Partners, Inc.	Health Care Providers & Services	9.50%	L + 8.50%; 1.00% Floor		9/25/2023		5,654			5,164			5,256			4,799			10,910			9,963			(1) (2)
Bolttech Mannings, Inc.	Commercial Services & Supplies	8.35%	L + 8.00% PIK		11/20/2022		12,526			12,496			—			—			12,526			12,496			^^ (1)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		11.00% PIK		5/11/2026		—			—			11,847			—			11,847			—			(1) (2) (8)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products	10.00% PIK	10.00% PIK		11/11/2025		—			—			10,702			9,842			10,702			9,842			(1) (2)
ERC Finance, LLC (dba Eating Recovery Center)	Health Care Providers & Services	9.22%	L + 8.22%; 1.00% Floor		9/22/2025		19,472			19,107			24,978			24,511			44,450			43,618			(1) (2)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	8.95%	L + 7.50%		7/31/2025		6,862			6,317			9,803			9,025			16,665			15,342			(1) (2)


						Actual				Actual
						Goldman Sachs BDC, Inc.				Goldman Sachs Middle Market Lending Corp.				Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Footnotes
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.67%	L + 7.50%		7/31/2025		1,762		1,624		2,445		2,256		4,207		3,880		(1) (2)
GK Holdings, Inc. (dba Global Knowledge)	IT Services		L + 12.25%; 1.00% Floor		1/20/2022		2,977		1,770		—		—		2,977		1,770		(8)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		1,835		1,776		2,615		2,531		4,450		4,307		(1)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		96		93		137		133		233		226		(1)
ICP Industrial, Inc.	Chemicals	9.25%	L + 8.25%; 1.00% Floor		5/3/2024		20,061		19,635		28,420		27,816		48,481		47,451		(1) (2)
IHS Intermediate Inc. (dba Interactive Health Solutions)	Health Care Providers & Services		L + 8.25%; 1.00% Floor		7/20/2022		9,902		—		—		—		9,902		—		(1) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	9.50%	L + 8.50%; 1.00% Floor		12/22/2024		—		—		21,495		21,024		21,495		21,024		(1) (2)
Market Track, LLC	Media	8.75%	L + 7.75%; 1.00% Floor		6/5/2025		21,732		20,757		19,578		18,700		41,310		39,457		(1) (2)
MPI Engineered Technologies, LLC	Auto Components	12.00% PIK	12.00% PIK		7/15/2025		13,177		11,662		—		—		13,177		11,662		(1)
MPI Products LLC	Auto Components				7/15/2025		—		—		—		—		—		—		(1) (6)
National Spine and Pain Centers, LLC	Health Care Providers & Services	9.25%	L + 8.25%; 1.00% Floor		12/2/2024		18,712		17,763		17,047		16,182		35,759		33,945		(1) (2)
Odyssey Logistics & Technology Corporation	Road & Rail	9.07%	L + 8.00%; 1.00% Floor		10/12/2025		18,404		14,978		26,174		21,301		44,578		36,279		(2)
SMB Shipping Logistics, LLC (dba Worldwide Express)	Air Freight & Logistics	9.00%	L + 8.00%; 1.00% Floor		2/3/2025		41,151		38,750		24,690		23,250		65,841		62,000		(1) (2)
Spectrum Plastics Group, Inc.	Containers & Packaging	8.07%	L + 7.00%		1/31/2026		6,224		4,686		6,254		4,708		12,478		9,394		(2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.75%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		9,606		9,021		9,606		9,021		(1) (2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.83%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		1,569		1,473		1,569		1,473		(1) (2)
Xcellence, Inc. (dba Xact Data Discovery)	IT Services	9.75%	L + 8.75%; 1.00% Floor		6/22/2024		—		—		25,616		24,273		25,616		24,273		(1) (2)
YI, LLC (dba Young Innovations)	Health Care Equipment & Supplies	8.82%	L + 7.75%; 1.00% Floor		11/7/2025		14,893		13,293		21,122		18,853		36,015		32,146		(1) (2)
Zep Inc.	Chemicals	9.32%	L + 8.25%; 1.00% Floor		8/11/2025		23,364		15,470		29,942		19,825		53,306		35,295		(2)

TOTAL SECOND LIEN							238,804		205,341		299,296		259,523		538,100		464,864

Unsecured Debt
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense	12.00% PIK			3/6/2021		4,327		4,327		—		—		4,327		4,327		^ (1)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense	12.00% PIK			3/6/2021		1,888		1,888		—		—		1,888		1,888		^ (1)
Conergy Asia & ME Pte. LTD.	Construction & Engineering				6/30/2021		1,073		991		—		—		1,073		991		^ (1) (5) (6)

TOTAL UNSECURED DEBT							7,288		7,206		—		—		7,288		7,206

Preferred Stock
Accuity Delivery Systems, LLC	Health Care Providers & Services						3,200		6,080		4,500		8,550		7,700		14,630		^ (1) (2) (6) (9)
Animal Supply Holdings, LLC	Distributors						25,000		22,693		—		—		25,000		22,693		^^ (1) (6) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						10,186		26,955		—		—		10,186		26,955		^ (1) (6) (9)
Conergy Asia Holdings, Ltd.	Construction & Engineering						600		—		—		—		600		—		^ (1) (5) (6) (9)
Kawa Solar Holdings Limited	Construction & Engineering	8.00% PIK					778		—		—		—		778		—		^ (1) (5) (8) (9)
Wine.com, LLC	Beverages						1,900		4,103		2,700		5,831		4,600		9,934		(1) (2) (6) (9)

TOTAL PREFERRED STOCK							41,664		59,831		7,200		14,381		48,864		74,212

Common Stock
Animal Supply Holdings, LLC	Distributors						29,230		—		—		—		29,230		—		^^ (1) (6) (9)
Bolttech Mannings, Inc.	Commercial Services & Supplies						14,885		7,441		—		—		14,885		7,441		^^ (1) (6) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						2,393		11,013		—		—		2,393		11,013		^ (1) (6) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates)—Class B	Health Care Providers & Services						1,141		1,450		1,580		2,007		2,721		3,457		^^^ (1) (2) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates)—Performance Units	Health Care Providers & Services						159		289		220		399		379		688		^^^ (1) (2) (5) (6) (9)


					Actual				Actual
					Goldman Sachs BDC, Inc.				Goldman Sachs Middle Market Lending Corp.				Pro Forma Combined
Investment*	Industry	Interest Rate(+)	Reference Rate and Spread(+)	Maturity Date	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost			Fair Value		Footnotes
Conergy Asia Holdings, Ltd.	Construction & Engineering					4,700		—		—		—		4,700			—		^ (1) (5) (6) (9)
Country Fresh Holding Company Inc.	Food Products					839		152		1,053		191		1,892			343		(1) (2) (6) (9)
Elah Holdings, Inc.	Capital Markets					2,234		2,233		3,163		3,163		5,397			5,396		^ (1) (2) (6) (9)
Iracore International Holdings, Inc.	Energy Equipment & Services					7,003		7,834		—		—		7,003			7,834		^ (1) (6) (9)
Kawa Solar Holdings Limited	Construction & Engineering					—		—		—		—		—			—		^ (1) (5) (6) (9)
National Spine and Pain Centers, LLC	Health Care Providers & Services					600		29		500		25		1,100			54		(1) (2) (6) (9)
Prairie Provident Resources, Inc.	Oil, Gas & Consumable Fuels					9,237		40		—		—		9,237			40		^^^ (5) (6)
Wrike, Inc.	Professional Services					2,165		5,610		3,075		7,969		5,240			13,579		(1) (2) (6) (9)
Yasso, Inc.	Food Products					850		516		790		479		1,640			995		(1) (2) (6) (9)

TOTAL COMMON STOCK						75,436		36,607		10,381		14,233		85,817			50,840
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products					—		—		1,036		—		1,036			—		(1) (2) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products					—		—		130		—		130			—		(1) (2) (9)

TOTAL WARRANTS						—		—		1,166		—		1,166			—
Total investment before Pro Forma Adjustments						1,533,959		1,424,467		1,754,335		1,675,778		3,288,294			3,100,245
Estimated Purchase Price Allocation Adjustment Before Purchase Discount														(78,557	)
Estimated Purchase Discount Adjustment														(37,366	)

TOTAL INVESTMENTS ⁽¹⁰⁾						1,533,959		1,424,467		1,754,335		1,675,778		3,172,371			3,100,245

^*	Assets are pledged as collateral for the GSBD Credit Facility.

⁽⁺⁾

The Pro Forma Condensed Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of June 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.55%, 0.37%, 0.30%, 0.23%, 0.16% and 0.10%, respectively. As of June 30, 2020, P was 3.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2020.

^{^}	As defined in the 1940 Act, the investment is deemed to be an “affiliated person” of the combined company because the combined company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities.

^{^^}

As defined in the 1940 Act, the investment is deemed to be a “controlled affiliated person” of the combined company because the combined company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

^{^^^}

The portfolio company is otherwise deemed to be an “affiliated person” of the combined company under the 1940 Act.

⁽¹⁾	The fair value of the investment was determined using significant unobservable inputs.

⁽²⁾	Represent co-investments made with the combined company’s affiliates in accordance with the terms of the exemptive relief that the combined company received from the SEC.

⁽³⁾

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan.

⁽⁴⁾	The investment includes an exit fee that is receivable upon repayment of the loan.

⁽⁵⁾	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The combined company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the combined company’s total assets.

⁽⁶⁾	Non-income producing security.

⁽⁷⁾

In exchange for the greater risk of loss, the “last-out” portion of the combined company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the combined company would continue to hold.

⁽⁸⁾	The investment is on non-accrual status as of June 30, 2020.

⁽⁹⁾	Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities” under the Securities Act. The acquisition dates of the restricted securities are as follows:


Investment	Acquisition Date
Accuity Delivery Systems, LLC - Preferred Stock		06/13/2018
Animal Supply Holdings, LLC - Common Stock		02/22/2019
Animal Supply Holdings, LLC - Preferred Stock		02/22/2019
Bolttech Mannings, Inc. - Common Stock		12/22/2017
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Preferred Stock		07/01/2016
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Common Stock		07/01/2016
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B - Common Stock		03/30/2018
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units - Common Stock		03/30/2018
Conergy Asia Holdings, Ltd. - Common Stock		07/31/2017
Conergy Asia Holdings, Ltd. - Preferred Stock		08/23/2017
Country Fresh Holding Company Inc. - Common Stock		04/29/2019
Elah Holdings, Inc. - Common Stock		05/09/2018
Iracore International Holdings, Inc. - Common Stock		04/13/2017
Kawa Solar Holdings Limited - Common Stock		08/17/2016
Kawa Solar Holdings Limited - Preferred Stock		10/25/2016
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
KDOR Holdings Inc. (dba Senneca Holdings) - Warrants		05/29/2020
National Spine and Pain Centers, LLC - Common Stock		06/02/2017
Wine.com, LLC - Preferred Stock		11/14/2018
Wrike, Inc. - Common Stock		12/31/2018
Yasso, Inc. - Common Stock		03/23/2017

⁽¹⁰⁾	Total investments excludes investment in a money market fund, if any, managed by an affiliate of Group Inc. As of June 30, 2020, the combined company’s investment in an affiliated Money Market Fund is $207,258. The annualized seven-day yield as of June 30, 2020 is 0.15%.

PIK – Payment-In-Kind