Goldman Sachs BDC, Inc. - FORM 8-K - EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GS BDC INC.

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EX-99.1 - HISTORICAL UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF GS MMLC - Goldman Sachs BDC, Inc.	d56624dex991.htm
8-K - GOLDMAN SACHS BDC, INC. - Goldman Sachs BDC, Inc.	d56624d8k.htm

Exhibit 99.2

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 November 5, 2020, and MMLC, which are included as Exhibit 99.1 hereto.

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 September 30, 2020 assuming the Merger had been completed on September 30, 2020. The unaudited pro forma condensed consolidated Statement of Operations for the nine months ended September 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 September 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	$	1,431,195	$	1,688,542	$	—	(A)	$	3,119,737
Cash and cash equivalents, and foreign currencies		114,810		177,709		—			292,519
Deferred financing costs		8,144		1,988		1,812	(B)		11,944
Other assets		15,303		12,746		4,033	(C)		32,082

Total assets		1,569,452		1,880,985		5,845			3,456,282

Liabilities & Net Assets
Debt (net of debt issuance cost associated with GSBD)		911,685		843,219		—	(B)		1,754,904
Other liabilities		31,344		14,666		85,800	(B)(C)(D)		131,810

Total liabilities		943,029		857,885		85,800			1,886,714

Total Net Assets		626,423		1,023,100		(79,955)			1,569,568

Total liabilities and net assets	$	1,569,452	$	1,880,985	$	5,845		$	3,456,282

Number of shares of common stock outstanding		40,448,044		53,844,947		7,617,827	(E)		101,910,818

Net asset value per share	$	15.49	$	19.00				$	15.40

See notes to unaudited pro forma condensed consolidated financial statements.

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2020

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	$	92,332		$	114,331		$	12,518		(A)	$	219,181
Other income		1,695			2,186			—				3,881

Total investment income		94,027			116,517			12,518				223,062
Interest and other debt expenses		26,897			19,162			(2,180	)	(B)		43,879
Management fees		10,901			10,739			2,088		(F)		23,728
Incentive fees		737			6,456			3,449		(F)		10,642
Other expenses		5,479			6,431			(2,790	)	(C)(G)		9,120

Total expenses		44,014			42,788			567				87,369

Incentive fees waiver		(737	)		—			737		(F)		—
Management fees waiver		(3,807	)		—			3,807		(F)		—

Net investment income		54,557			73,729			7,407				135,693
Net realized gain (loss)		(47,389	)		396			—				(46,993	)
Net change in unrealized appreciation (depreciation)		(3,782	)		(34,394	)		(12,518	)	(A)		(50,694	)
Total net realized and unrealized gains (losses)		(51,171	)		(33,998	)		(12,518	)			(97,687	)
(Provision) benefit for taxes		92			(73	)		—				19

Net increase (decrease) in net assets resulting from operations		3,478			39,658			(5,111	)			38,025

Per Common Share Data
Weighted average shares outstanding⁽¹⁾		40,413,082			53,198,038			8,264,736				101,875,856
Net investment income per share (basic and diluted)	$	1.35		$	1.39						$	1.33
Earnings per share (basic and diluted)	$	0.09		$	0.75						$	0.37

(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 61,462,774 shares to weighted average shares outstanding for GSBD for the nine months ended September 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		$	16,691		(A)	$	305,157
Other income		2,576			1,962			—				4,538

Total investment income		147,261			145,743			16,691				309,695
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			17,549				180,113
Net realized gain (loss)		(39,029	)		(8,750	)		—				(47,779	)
Net change in unrealized appreciation (depreciation)		(4,715	)		(12,269	)		(16,691	)	(A)		(33,675	)

Total net realized and unrealized gains (losses)		(43,744	)		(21,019	)		(16,691	)			(81,454	)
(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			14,008,981				101,776,436
Net investment income per share (basic and diluted)	$	1.98		$	1.75						$	1.77
Earnings per share (basic and diluted)	$	0.90		$	1.29						$	0.96

(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 61,462,774 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 nine months ended September 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 Amended and Restated 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 September 30, 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 $3.5 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 $863.2 million in stock consideration which is based upon a price of $15.04 per share of GSBD Common Stock as of September 30, 2020 and an implied value per share of MMLC Common Stock of $15.97. The pro forma adjustments included herein reflect the conversion of MMLC Common Stock into GSBD Common Stock using an exchange ratio of 1.1415 of a share of GSBD Common Stock, for each of the 53,844,947 shares of MMLC Common Stock outstanding as of September 30, 2020.

The Merger is 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 is using 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 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).

GSBD expects to incur approximately $3.5 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 $3.1 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 September 30, 2020 assuming the Merger had been completed on September 30, 2020. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 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 $863.2 million in stock consideration which is based upon a price of $15.04 per share of GSBD Common Stock as of September 30, 2020. The unaudited Pro Forma Condensed Consolidated Statement of Assets and Liabilities reflects the issuance of 61,462,774 shares of GSBD Common Stock pursuant to the Amended and Restated 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 $906 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 closed in the fourth quarter of 2020. The prevailing market price of GSBD Common Stock at closing may differ 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 September 30, 2020
Common stock issued						$	863,159

Total purchase price							863,159

Investments, at fair value	$	1,688,542	$	—		$	1,688,542
Cash and cash equivalents		177,709		—			177,709
Deferred financing costs		1,988		(1,988	)		—
Other assets		12,746		4,000			16,746

Total assets acquired		1,880,985		2,012			1,882,997
Debt		843,219		—			843,219

Other liabilities assumed (including transaction costs)		14,666		78,500			93,166

Total liabilities		857,885		78,500			936,385

Net assets acquired	$	1,023,100	$	(76,488	)	$	946,612

Purchase discount⁽²⁾						$	(83,453)

⁽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. September 30, 2020			Recognition of Cost at Fair Value of Assets Acquired			Purchase Discount			Pro Forma September 30, 2020
Investments, at fair value:
Amortized Cost	$	1,739,572		$	(51,030	)	$	(83,453	)	$	1,605,089
Unrealized appreciation (depreciation) on investments		(51,030	)		51,030			83,453			83,453

	$	1,688,542								$	1,688,542

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 September 30, 2020 of $83.5 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 $2.0 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 $2.2 million to interest and other debt expenses on the Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 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 2.69% as of September 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 $7.5 million, for which $1.0 million was capitalized for the year ended December 31, 2019 and an incremental $3.0 million was capitalized for the nine months ended September 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 $3.5 million were added to the Pro Forma Condensed Consolidated Statements of Assets and Liabilities, within other liabilities. Estimated transaction costs are $ 3.5 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 $7.1 million, for which $1.5 million was expensed for the year ended December 31, 2019 and an incremental $2.1 million was expensed for the nine months ended September 30, 2020. The remaining estimated outstanding transaction costs of $3.5 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 1.1415 shares of GSBD Common Stock for each share of MMLC Common Stock held as of September 30, 2020. For purposes of calculating the exchange ratio, the NAV of MMLC as of September 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 $17.58 divided by the adjusted NAV per share of GSBD Common Stock as of September 30, 2020 of $15.40. This resulted in an increase in total combined shares outstanding of 7,617,827.

(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 nine months ended September 30, 2020 and the year ended December 31, 2019 do 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 September 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		14,419			14,228			—			—			14,419			14,228		(1)
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/16/2023		—			—			2,193			2,166			2,193			2,166		(1)
A Place For Mom, Inc.	Diversified Consumer Services	4.75%	L + 3.75%; 1.00% Floor		8/10/2024		8,769			7,897			—			—			8,769			7,897
Accuity Delivery Systems, LLC	Health Care Providers & Services	8.00%	L + 7.00%; 1.00% Floor		6/13/2023		9,989			10,424			14,222			14,842			24,211			25,266		^ (1) (2)
Acquia, Inc.	Software	8.00%	L + 7.00%; 1.00% Floor		10/31/2025		12,147			11,993			17,877			17,651			30,024			29,644		(1) (2)
Acquia, Inc.	Software		L + 7.00%; 1.00% Floor		10/31/2025		(22	)		(40	)		(33	)		(58	)		(55	)		(98	)	(1) (2) (3)
Ansira Partners, Inc.	Professional Services	7.50%	L + 6.50% PIK; 1.00% Floor		12/20/2024		4,634			3,865			—			—			4,634			3,865
Ansira Partners, Inc.	Professional Services	7.50%	L + 6.50% PIK; 1.00% Floor		12/20/2024		285			238			—			—			285			238
Apptio, Inc.	IT Services	8.25%	L + 7.25%; 1.00% Floor		1/10/2025		32,198			32,212			45,735			45,755			77,933			77,967		(1) (2)
Apptio, Inc.	IT Services		L + 7.25%; 1.00% Floor		1/10/2025		(32	)		(33	)		(45	)		(47	)		(77	)		(80	)	(1) (2) (3)
Associations, Inc.	Real Estate Management & Development	8.00%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		13,744			13,303			19,582			18,954			33,326			32,257		(1) (2)
Associations, Inc.	Real Estate Management & Development	8.23%	L + 7.00% (incl. 3.00% PIK); 1.00% Floor		7/30/2024		2,965			2,868			4,224			4,086			7,189			6,954		(1) (2) (3)
Associations, Inc.	Real Estate Management & Development	7.00%	L + 6.00%; 1.00% Floor		7/30/2024		582			563			829			802			1,411			1,365		(1) (2)
ATX Networks Corp.	Communications Equipment	8.75%	L + 7.75% (incl. 1.50% PIK); 1.00% Floor		12/31/2023		7,208			6,352			—			—			7,208			6,352
ATX Networks Corp.	Communications Equipment	8.75%	L + 7.75% (incl. 1.50% PIK); 1.00% Floor		12/31/2023		457			404			—			—			457			404
Badger Sportswear, Inc.	Textiles, Apparel & Luxury Goods	6.25%	L + 5.00%; 1.00% Floor		9/11/2023		7,102			5,363			—			—			7,102			5,363
Barbri, Inc.	Diversified Consumer Services	5.33%	L + 4.25%; 1.00% Floor		12/1/2023		6,225			5,681			—			—			6,225			5,681
BJH Holdings III Corp. (dba Jack’s Family Restaurants)	Hotels, Restaurants & Leisure	6.50%	L + 5.50%; 1.00% Floor		8/19/2025		6,110			5,916			8,952			8,667			15,062			14,583		(2)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		4,429			4,363			6,468			6,371			10,897			10,734		(1) (2)
Brillio, LLC	IT Services	5.75%	L + 4.75%; 1.00% Floor		2/6/2025		755			721			1,100			1,050			1,855			1,771		(1) (2) (3)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		10,717			10,748			15,702			15,749			26,419			26,497		(2)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		222			223			326			327			548			550		(2)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%; 1.00% Floor		9/30/2026		177			178			260			260			437			438		(2)
Bullhorn, Inc.	Professional Services		L + 5.75%; 1.00% Floor		9/30/2026		(9	)		(7	)		(13	)		(11	)		(22	)		(18	)	(2) (3)
Bullhorn, Inc.	Professional Services		L + 5.75%; 1.00% Floor		9/30/2026		(10	)		(8	)		(14	)		(12	)		(24	)		(20	)	(2) (3)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		12,403			12,235			29,726			29,324			42,129			41,559		(1) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		10,986			10,896			—			—			10,986			10,896		(1) (2)
Businessolver.com, Inc.	Health Care Technology	8.50%	L + 7.50%; 1.00% Floor		5/15/2023		1,859			1,835			4,455			4,399			6,314			6,234		(1) (2)
Businessolver.com, Inc.	Health Care Technology		L + 7.50%; 1.00% Floor		5/15/2023		(17	)		(39	)		(40	)		(94	)		(57	)		(133	)	(1) (2) (3)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		7/1/2024		4,723			4,595			6,884			6,697			11,607			11,292		(1) (2)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		7/1/2024		1,407			1,368			2,051			1,995			3,458			3,363		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		6,825			6,739			10,043			9,916			16,868			16,655		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	6.75%	L + 5.75%; 1.00% Floor		11/14/2025		2,872			2,837			4,230			4,178			7,102			7,015		(1) (2)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		L + 5.75%; 1.00% Floor		11/14/2025		(15	)		(26	)		(22	)		(39	)		(37	)		(65	)	(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		8,806			8,633			12,566			12,319			21,372			20,952		^^^ (1) (2)
Collaborative Imaging, LLC (dba Texas Radiology Associates)	Health Care Providers & Services	7.50%	L + 6.50%; 1.00% Floor		3/28/2025		6,518			6,404			9,550			9,383			16,068			15,787		^^^ (1) (2)
ConnectWise, LLC	IT Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2025		13,231			13,329			19,464			19,608			32,695			32,937		(1) (2)
ConnectWise, LLC	IT Services		L + 6.00%; 1.00% Floor		2/28/2025		(17	)		(10	)		(26	)		(15	)		(43	)		(25	)	(1) (2) (3)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.00%	L + 7.50%; 1.50% Floor		8/30/2024		20,852			18,020			30,492			26,350			51,344			44,370		(1) (2)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Management & Development	9.00%	L + 7.50%; 1.50% Floor		8/30/2024		6,113			5,287			8,962			7,752			15,075			13,039		(1) (2)
CorePower Yoga LLC	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		5/14/2025		9,541			8,215			14,214			12,240			23,755			20,455		(2)
CorePower Yoga LLC	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK); 1.00% Floor		5/14/2025		127			34			189			50			316			84		(2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	6.25%	L + 5.25%; 1.00% Floor		10/3/2025		11,304			11,430			16,684			16,870			27,988			28,300		(1) (2)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services		L + 5.25%; 1.00% Floor		10/3/2025		(9	)		—			(14	)		—			(23	)		—		(1) (2) (3)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		3,766			3,738			5,350			5,310			9,116			9,048		(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		3,560			3,533			5,056			5,018			8,616			8,551		(1) (2)
DDS USA Holding, Inc.	Health Care Equipment & Supplies	6.75%	L + 5.75%; 1.00% Floor		6/30/2022		537			529			763			751			1,300			1,280		(1) (2) (3)
Diligent Corporation	Professional Services	7.25%	L + 6.25%; 1.00% Floor		8/4/2025		18,147			18,170			25,860			25,892			44,007			44,062		(2)
Diligent Corporation	Professional Services	7.25%	L + 6.25%; 1.00% Floor		8/4/2025		10,124			10,012			14,438			14,279			24,562			24,291		(2)
Diligent Corporation	Professional Services		L + 6.25%; 1.00% Floor		8/4/2025		(25	)		(33	)		(34	)		(45	)		(59	)		(78	)	(2) (3)
DocuTAP, Inc.	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		5/12/2025		23,431			23,255			34,102			33,845			57,533			57,100		(1) (2)
E2open, LLC	Software	6.75%	L + 5.75%; 1.00% Floor		11/26/2024		16,007			15,492			23,864			23,095			39,871			38,587		(2)
Elemica Parent, Inc.	Chemicals	5.73%	L + 5.50%		9/18/2025		2,822			2,682			4,135			3,930			6,957			6,612		(1) (2)
Elemica Parent, Inc.	Chemicals	5.72%	L + 5.50%		9/18/2025		281			262			406			379			687			641		(1) (2) (3)
Elemica Parent, Inc.	Chemicals		L + 5.50%		9/18/2025		(6	)		(39	)		(9	)		(58	)		(15	)		(97	)	(1) (2) (3)
Empirix, Inc.	Diversified Telecommunication Services	7.25%	L + 6.25%; 1.00% Floor		9/25/2024		21,647			21,265			30,870			30,323			52,517			51,588		(1) (2)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 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
Empirix, Inc.	Diversified Telecommunication Services		L + 6.25%; 1.00% Floor		9/25/2023		(14	)		(39	)		(19	)		(54	)		(33	)		(93	)	(1) (2) (3)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		4,221			4,160			6,247			6,157			10,468			10,317		(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%; 1.00% Floor		12/6/2025		903			890			1,336			1,317			2,239			2,207		(1) (2)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies		L + 5.50%; 1.00% Floor		12/6/2025		(12	)		(50	)		(18	)		(74	)		(30	)		(124	)	(1) (2) (3)
Fenergo Finance 3 Limited	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		9/5/2024		20,431			20,609			29,040			29,292			49,471			49,901		(1) (2) (4)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(14	)		(15	)		(19	)		(21	)		(33	)		(36	)	(1) (2) (3) (4)
Fenergo Finance 3 Limited	Diversified Financial Services		L + 6.00%; 1.00% Floor		9/5/2024		(20	)		(22	)		(30	)		(32	)		(50	)		(54	)	(1) (2) (3) (4)
Foundation Software	Construction & Engineering	10.25%	P + 7.00%; 2.00% Floor		8/31/2027		418			418			418			418			836			836		(2)
Foundation Software	Construction & Engineering		P + 7.00%; 2.00% Floor		8/31/2026		(2	)		(2	)		(2	)		(2	)		(4	)		(4	)	(2) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			(1	)		—			(3	)		—			(4	)	(1) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		4,347			4,252			11,145			10,901			15,492			15,153		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		869			850			2,228			2,178			3,097			3,028		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		549			537			1,408			1,377			1,957			1,914		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		(7	)		(21	)		(19	)		(53	)		(26	)		(74	)	(1) (3)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			3,977			3,864			3,977			3,864		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			2,991			2,905			2,991			2,905		(1)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK); 1.00% Floor		8/21/2023		—			—			2,975			2,891			2,975			2,891		(1)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.02%	L + 6.00%; 1.00% Floor		9/4/2024		9,542			9,268			13,600			13,209			23,142			22,477		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.00%	L + 6.00%; 1.00% Floor		9/4/2024		4,973			4,831			7,020			6,820			11,993			11,651		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services	7.01%	L + 6.00%; 1.00% Floor		9/4/2024		4,783			4,637			6,801			6,593			11,584			11,230		(1) (2)
Gastro Health Holdco, LLC	Health Care Providers & Services		L + 6.00%; 1.00% Floor		9/4/2023		(24	)		(85	)		(34	)		(123	)		(58	)		(208	)	(1) (2) (3)
GH Holding Company (dba Grace Hill)	Real Estate Management & Development	4.65%	L + 4.50%		2/28/2023		7,294			7,166			—			—			7,294			7,166		(1)
GI Revelation Acquisition LLC (dba Consilio)	IT Services	5.15%	L + 5.00%		4/16/2025		4,630			4,460			—			—			4,630			4,460
GK Holdings, Inc. (dba Global Knowledge)	IT Services	9.00%	L + 8.00%; 1.00% Floor		1/20/2021		8,479			4,510			—			—			8,479			4,510
GlobalTranz Enterprises, Inc.	Road & Rail	5.16%	L + 5.00%		5/15/2026		7,495			6,423			11,167			9,569			18,662			15,992		(2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		17,971			17,984			28,621			28,643			46,592			46,627		(1) (2)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%; 1.00% Floor		2/5/2026		139			140			222			224			361			364		(1) (2) (3)
Granicus, Inc.	Software	8.00%	L + 7.00%; 1.00% Floor		8/21/2026		9,032			9,029			13,226			13,221			22,258			22,250		(2)
Granicus, Inc.	Software		L + 7.00%; 1.00% Floor		8/21/2026		(16	)		(16	)		(23	)		(23	)		(39	)		(39	)	(2) (3)
Halo Branded Solutions, Inc.	Commercial Services & Supplies	5.50%	L + 4.50%; 1.00% Floor		6/30/2025		6,393			5,797			—			—			6,393			5,797
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%; 1.00% Floor		7/9/2025		22,869			21,478			34,072			32,000			56,941			53,478		(1) (2)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure		L + 6.75%; 1.00% Floor		7/9/2025		(23	)		(136	)		(34	)		(203	)		(57	)		(339	)	(1) (2) (3)
Hygiena Borrower LLC	Life Sciences Tools & Services	5.00%	L + 4.00%; 1.00% Floor		8/26/2022		12,006			11,828			5,084			5,019			17,090			16,847
Hygiena Borrower LLC	Life Sciences Tools & Services		L + 4.00%; 1.00% Floor		8/26/2022		(8	)		(26	)		(4	)		(11	)		(12	)		(37	)	(3)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		29,470			29,372			41,988			41,849			71,458			71,221		(1) (2)
iCIMS, Inc.	Software	7.50%	L + 6.50%; 1.00% Floor		9/12/2024		5,419			5,409			7,720			7,707			13,139			13,116		(1) (2)
iCIMS, Inc.	Software		L + 6.50%; 1.00% Floor		9/12/2024		(25	)		(33	)		(35	)		(47	)		(60	)		(80	)	(1) (2) (3)
Infinity Sales Group	Media	11.50%	L + 10.50%; 1.00% Floor		11/23/2022		25,579			25,898			—			—			25,579			25,898		(1)
Instructure Holdings	Diversified Consumer Services	8.00%	L + 7.00%; 1.00% Floor		3/24/2026		25,435			25,477			38,142			38,206			63,577			63,683		(1) (2)
Instructure Holdings	Diversified Consumer Services		L + 7.00%; 1.00% Floor		3/24/2026		(23	)		(20	)		(34	)		(30	)		(57	)		(50	)	(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		25,548			24,927			36,403			35,519			61,951			60,446		(1) (2)
Integral Ad Science, Inc.	Interactive Media & Services		L + 6.00%; 1.00% Floor		7/19/2023		(21	)		(68	)		(29	)		(97	)		(50	)		(165	)	(1) (2) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.50%	L + 5.50%; 1.00% Floor		4/2/2025		21,607			21,600			31,500			31,491			53,107			53,091		(1) (2)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		L + 5.50%; 1.00% Floor		4/2/2025		(34	)		(36	)		(49	)		(52	)		(83	)		(88	)	(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		5/8/2024		6,569			4,476			—			—			6,569			4,476
Kawa Solar Holdings Limited	Construction & Engineering				12/31/2020		3,603			3,181			—			—			3,603			3,181		^ (1) (4) (5)
Kawa Solar Holdings Limited	Construction & Engineering				12/31/2020		2,683			—			—			—			2,683			—		^ (1) (4) (5)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%; 1.00% Floor		10/3/2022		38,519			37,310			49,473			47,920			87,992			85,230		(1) (2)
Lithium Technologies, Inc.	Interactive Media & Services	9.21%	L + 8.00%; 1.00% Floor		10/3/2022		420			333			539			428			959			761		(1) (2) (3)
Mailgun Technologies, Inc.	Interactive Media & Services	6.00%	L + 5.00%; 1.00% Floor		3/26/2025		15,525			15,776			22,628			22,995			38,153			38,771		(1) (2)
Mailgun Technologies, Inc.	Interactive Media & Services		L + 5.00%; 1.00% Floor		3/26/2025		—			—			—			—			—			—		(1) (2) (3)
MedeAnalytics, Inc.	Health Care Technology		L + 6.50%; 1.00% Floor		10/9/2026		—			—			—			—			—			—		(2) (3)
Mervin Manufacturing, Inc.	Leisure Products	8.50%	L + 7.50%; 1.00% Floor		9/30/2022		10,830			10,236			—			—			10,830			10,236		(1)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		20,244			20,248			29,059			29,064			49,303			49,312		(1) (2)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	6.50%	L + 5.50%; 1.00% Floor		11/15/2024		1,867			1,865			2,651			2,647			4,518			4,512		(1) (2) (3)
MRI Software LLC	Real Estate Management & Development	6.50%	L + 5.50%; 1.00% Floor		2/10/2026		8,728			8,498			13,901			13,534			22,629			22,032
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(5	)		(12	)		(7	)		(20	)		(12	)		(32	)	(3)
MRI Software LLC	Real Estate Management & Development		L + 5.50%; 1.00% Floor		2/10/2026		(6	)		(22	)		(9	)		(35	)		(15	)		(57	)	(3)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		8,354			8,175			7,787			7,620			16,141			15,795		(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		3,895			3,831			5,842			5,747			9,737			9,578		(1) (2)
Netvoyage Corporation (dba NetDocuments)	Software	8.75%	L + 7.75%; 1.00% Floor		3/22/2024		785			771			867			851			1,652			1,622		(1) (2)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 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
Netvoyage Corporation (dba NetDocuments)	Software		L + 7.75%; 1.00% Floor		3/24/2022		(4	)		(21	)		(4	)		(20	)		(8	)		(41	)	(1) (2) (3)
Output Services Group, Inc.	Diversified Consumer Services	4.69%	L + 4.50%; 1.00% Floor		3/27/2024		3,900			2,803			—			—			3,900			2,803
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		3,209			3,053			—			—			3,209			3,053		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		1,744			1,659			—			—			1,744			1,659		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		1,710			1,630			—			—			1,710			1,630		(1)
Pharmalogic Holdings Corp.	Health Care Equipment & Supplies	4.15%	L + 4.00%		6/11/2023		921			877			—			—			921			877		(1)
Picture Head Midco LLC	Entertainment	8.25%	L + 7.25% (incl. 0.5% PIK); 1.00% Floor		8/31/2023		18,132			16,778			27,004			24,995			45,136			41,773		(1) (2)
PlanSource Holdings, Inc.	Health Care Technology	7.25%	L + 6.25%; 1.00% Floor		4/22/2025		22,415			21,983			33,396			32,752			55,811			54,735		(1) (2)
PlanSource Holdings, Inc.	Health Care Technology		L + 6.25%; 1.00% Floor		4/22/2025		(48	)		(110	)		(72	)		(164	)		(120	)		(274	)	(1) (2) (3)
Power Stop, LLC	Auto Components	4.65%	L + 4.50%		10/19/2025		7,453			7,094			10,689			10,174			18,142			17,268		(2)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%; 1.00% Floor		1/2/2025		11,531			11,156			16,906			16,356			28,437			27,512		(1) (2)
Professional Physical Therapy	Health Care Providers & Services	9.58%	L + 8.50% (incl. 2.50% PIK); 1.00% Floor		12/16/2022		5,328			5,155			—			—			5,328			5,155		(1)
Project Eagle Holdings, LLC	Aerospace & Defense	9.25%	L + 8.25%; 1.00% Floor		7/6/2026		441			441			441			441			882			882		(2)
Project Eagle Holdings, LLC	Aerospace & Defense		L + 8.25%; 1.00% Floor		7/6/2026		(1	)		(1	)		(1	)		(1	)		(2	)		(2	)	(2) (3)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	6.50%	L + 5.50%; 1.00% Floor		10/15/2025		11,621			10,796			17,115			15,901			28,736			26,697		(2)
Purfoods, LLC	Health Care Providers & Services	7.25%	L + 6.25%; 1.00% Floor		8/12/2026		293			293			293			293			586			586		(2)
Purfoods, LLC	Health Care Providers & Services		L + 6.25%; 1.00% Floor		8/12/2026		(2	)		(3	)		(2	)		(3	)		(4	)		(6	)	(2) (3)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	5.50%	L + 4.50%; 1.00% Floor		6/21/2025		8,893			8,595			13,250			12,806			22,143			21,401		(1) (2)
Riverpoint Medical, LLC	Health Care Equipment & Supplies		L + 4.50%; 1.00% Floor		6/21/2025		(7	)		(62	)		(10	)		(92	)		(17	)		(154	)	(1) (2) (3)
Selectquote, Inc.	Insurance	7.00%	L + 6.00%; 1.00% Floor		11/5/2024		8,044			8,182			11,878			12,082			19,922			20,264		(2)
SF Home Décor, LLC (dba SureFit Home Décor)	Household Products	10.75%	L + 9.75%; 1.00% Floor		7/13/2022		18,342			16,822			23,142			21,224			41,484			38,046		(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.00%	L + 8.00%; 1.00% Floor		12/18/2020		5,943			5,921			8,845			8,813			14,788			14,734		(1) (2)
Shopatron, LLC (dba Kibo)	Internet & Direct Marketing Retail	9.00%	L + 8.00%; 1.00% Floor		12/18/2020		1,843			1,833			2,743			2,729			4,586			4,562		(1) (2) (6)
SMS Systems Maintenance Services, Inc.	IT Services	6.00%	L + 5.00%; 1.00% Floor		10/30/2023		3,231			2,537			—			—			3,231			2,537
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	8.75%	L + 7.75% (incl. 2.00% PIK); 1.00% Floor		6/17/2024		10,475			9,339			14,950			13,329			25,425			22,668		(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		760			677			1,087			969			1,847			1,646		(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		384			340			546			484			930			824		(1) (2)
Syntellis Performance Solutions, LLC	Health Care Technology	9.00%	L + 8.00%; 1.00% Floor		8/2/2027		407			407			407			407			814			814		(1) (2)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	6.25%	L + 5.25%; 1.00% Floor		8/15/2025		10,713			10,470			15,615			15,261			26,328			25,731		(1) (2)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services		L + 5.25%; 1.00% Floor		8/15/2025		(23	)		(65	)		(33	)		(95	)		(56	)		(160	)	(1) (2) (3)
Tronair Parent Inc.	Air Freight & Logistics	5.75%	L + 4.75%; 1.00% Floor		9/8/2023		6,689			5,242			—			—			6,689			5,242
U.S. Acute Care Solutions, LLC	Health Care Providers & Services	7.00%	L + 6.00%; 1.00% Floor		5/17/2021		6,277			5,722			—			—			6,277			5,722
US Med Acquisition, Inc.	Health Care Equipment & Supplies	9.00%	L + 8.00%; 1.00% Floor		8/13/2021		29,303			28,823			—			—			29,303			28,823		(1)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%; 1.00% Floor		7/2/2025		12,701			12,247			18,693			18,025			31,394			30,272		(2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	6.75%	L + 5.75%; 1.00% Floor		3/21/2025		10,512			10,516			15,764			15,770			26,276			26,286		(1) (2)
Villa Bidco Inc (dba Authority Brands)	Diversified Consumer Services	8.00%	P + 4.75%; 2.00% Floor		3/21/2025		102			102			153			153			255			255		(1) (2) (3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	7.50%	L + 6.50%; 1.00% Floor		3/31/2023		18,395			18,411			9,867			9,851			28,262			28,262		(1)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		L + 6.50%; 1.00% Floor		3/31/2022		(6	)		(7	)		(1	)		(2	)		(7	)		(9	)	(1) (3)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		10,026			9,784			14,690			14,336			24,716			24,120		(1) (2)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%; 1.00% Floor		8/28/2024		514			488			753			716			1,267			1,204		(1) (2) (3)
WebPT, Inc.	Health Care Technology		L + 6.75%; 1.00% Floor		8/28/2024		(10	)		(51	)		(15	)		(75	)		(25	)		(126	)	(1) (2) (3)
Wine.com, LLC	Beverages	8.00%	L + 7.00%; 1.00% Floor		11/14/2024		6,305			6,384			8,866			8,977			15,171			15,361		(1) (2)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development	7.00%	L + 6.00%; 1.00% Floor		6/13/2025		31,174			31,377			46,445			46,748			77,619			78,125		(1) (2) (4)
Wolfpack IP Co. (dba Lone Wolf Technologies)	Real Estate Management & Development		L + 6.00%; 1.00% Floor		6/13/2025		(50	)		(32	)		(74	)		(47	)		(124	)		(79	)	(1) (2) (3) (4)
WorkForce Software, LLC	Software	7.50%	L + 6.50%; 1.00% Floor		7/31/2025		8,632			8,560			12,582			12,477			21,214			21,037		(1) (2)
WorkForce Software, LLC	Software		L + 6.50%; 1.00% Floor		7/31/2025		(12	)		(19	)		(18	)		(28	)		(30	)		(47	)	(1) (2) (3)
Wrike, Inc.	Professional Services	7.75%	L + 6.75%; 1.00% Floor		12/31/2024		22,341			22,704			31,744			32,260			54,085			54,964		(1) (2)
Wrike, Inc.	Professional Services		L + 6.75%; 1.00% Floor		12/31/2024		(23	)		—			(33	)		—			(56	)		—		(1) (2) (3)
Xactly Corporation	IT Services	8.25%	L + 7.25%; 1.00% Floor		7/29/2022		26,925			26,698			34,533			34,242			61,458			60,940		(1) (2)
Xactly Corporation	IT Services		L + 7.25%; 1.00% Floor		7/29/2022		(13	)		(30	)		(16	)		(38	)		(29	)		(68	)	(1) (2) (3)
Yasso, Inc.	Food Products	8.75%	L + 7.75%; 1.00% Floor		3/23/2022		7,905			7,960			7,297			7,348			15,202			15,308		(1) (2)

TOTAL FIRST LIEN SENIOR SECURED							1,121,283			1,080,514			1,320,702			1,290,854			2,441,985			2,371,368

1st Lien/Last-Out Unitranche
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		11,656			11,603			26,741			26,618			38,397			38,221		(1) (2)
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%; 1.00% Floor		2/28/2024		612			609			21,930			21,816			22,542			22,425		(1) (2)
RugsUSA, LLC	Household Products	7.00%	L + 6.00%; 1.00% Floor		4/30/2023		5,796			5,799			8,267			8,272			14,063			14,071		(1) (2)
Smarsh, Inc.	Interactive Media & Services	8.88%	L + 7.88%; 1.00% Floor		3/31/2021		17,090			16,964			43,607			43,313			60,697			60,277		(1) (2)

TOTAL FIRST LIEN/LAST-OUT UNITRANCHE⁽⁷⁾							35,154			34,975			100,545			100,019			135,699			134,994

2nd Lien Senior Secured Debt
American Dental Partners, Inc.	Health Care Providers & Services	9.50%	L + 8.50%; 1.00% Floor		9/25/2023		5,660			5,279			5,261			4,906			10,921			10,185		(1) (2)
ASC Acquisition Holdings, LLC	Distributors	7.00%	L + 7.00% PIK		11/14/2025		7,754			7,364			—			—			7,754			7,364		^ (1)

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 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
Bolttech Mannings, Inc.	Commercial Services & Supplies	8.25%	L + 8.00% PIK		11/20/2022		12,820		12,763		—		—		12,820			12,763	^^ (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		—		—		10,750		9,933		10,750			9,933	(1) (2)
ERC Finance, LLC (dba Eating Recovery Center)	Health Care Providers & Services	9.22%	L + 8.22%; 1.00% Floor		9/22/2025		19,484		19,107		24,994		24,511		44,478			43,618	(1) (2)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.80%	L + 7.50%		7/31/2025		6,868		6,335		9,811		9,050		16,679			15,385	(1) (2)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.80%	L + 7.50%		7/31/2025		1,763		1,629		2,448		2,263		4,211			3,892	(1) (2)
GK Holdings, Inc. (dba Global Knowledge)	IT Services		L + 12.25%; 1.00% Floor		1/20/2022		2,977		750		—		—		2,977			750	(8)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		1,837		1,795		2,617		2,557		4,454			4,352	(1)
Hygiena Borrower LLC	Life Sciences Tools & Services	8.75%	L + 7.75%; 1.00% Floor		8/26/2023		96		94		137		134		233			228	(1)
ICP Industrial, Inc.	Chemicals	9.25%	L + 8.25%; 1.00% Floor		5/3/2024		20,080		19,686		28,447		27,888		48,527			47,574	(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		—		—		21,514		21,298		21,514			21,298	(1) (2)
Market Track, LLC	Media	8.75%	L + 7.75%; 1.00% Floor		6/5/2025		21,751		21,201		19,595		19,100		41,346			40,301	(1) (2)
MPI Engineered Technologies, LLC	Auto Components	12.00% PIK	12.00% PIK		7/15/2025		13,580		12,154		—		—		13,580			12,154	(1)
MPI Products LLC	Auto Components				7/15/2025		—		—		—		—		—			—	(1) (5)
National Spine and Pain Centers, LLC	Health Care Providers & Services	9.25%	L + 8.25%; 1.00% Floor		12/2/2024		18,730		18,288		17,063		16,660		35,793			34,948	(1) (2)
Odyssey Logistics & Technology Corporation	Road & Rail	9.00%	L + 8.00%; 1.00% Floor		10/12/2025		18,416		15,539		26,191		22,100		44,607			37,639	(2)
SMB Shipping Logistics, LLC (dba Worldwide Express)	Air Freight & Logistics	9.00%	L + 8.00%; 1.00% Floor		2/3/2025		41,174		39,062		24,704		23,437		65,878			62,499	(1) (2)
Spectrum Plastics Group, Inc.	Containers & Packaging	8.00%	L + 7.00%; 1.00% Floor		1/31/2026		6,225		5,135		6,255		5,160		12,480			10,295	(2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.75%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		9,609		9,166		9,609			9,166	(1) (2)
USRP Holdings, Inc. (dba U.S. Retirement Partners)	Insurance	9.75%	L + 8.75%; 1.00% Floor		9/29/2025		—		—		1,570		1,497		1,570			1,497	(1) (2)
Xcellence, Inc. (dba Xact Data Discovery)	IT Services	9.75%	L + 8.75%; 1.00% Floor		6/22/2024		—		—		25,641		24,860		25,641			24,860	(1) (2)
YI, LLC (dba Young Innovations)	Health Care Equipment & Supplies	8.75%	L + 7.75%; 1.00% Floor		11/7/2025		14,905		13,712		21,140		19,448		36,045			33,160	(1) (2)
Zep Inc.	Chemicals	9.25%	L + 8.25%; 1.00% Floor		8/11/2025		23,381		18,594		29,963		23,828		53,344			42,422	(2)

TOTAL SECOND LIEN							247,403		218,487		299,557		267,796		546,960			486,283

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		1,119		996		—		—		1,119			996	^ (1) (4) (5)

TOTAL UNSECURED DEBT							7,334		7,211		—		—		7,334			7,211

Preferred Stock
Accuity Delivery Systems, LLC	Health Care Providers & Services						3,200		6,313		4,500		8,878		7,700			15,191	^ (1) (2) (5) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						10,186		30,125		—		—		10,186			30,125	^ (1) (5) (9)
Conergy Asia Holdings, Ltd.	Construction & Engineering						600		—		—		—		600			—	^ (1) (4) (5) (9)
Exostar LLC - Class A	Aerospace & Defense						10		10		10		10		20			20	(2) (5) (9)
Foundation Software	Construction & Engineering						11		11		11		11		22			22	(2) (5) (9)
Kawa Solar Holdings Limited	Construction & Engineering		8.00% PIK				778		—		—		—		778			—	^ (1) (4) (8) (9)
Wine.com, LLC	Beverages						1,900		4,685		2,700		6,657		4,600			11,342	(1) (2) (5) (9)

TOTAL PREFERRED STOCK							16,685		41,144		7,221		15,556		23,906			56,700

Common Stock
ASC Acquisition Holdings, LLC	Distributors						125		209		—		—		125			209	^ (1) (5) (9)
ASC Acquisition Holdings, LLC	Distributors						13,745		10,083		—		—		13,745			10,083	^ (1) (5) (9)
Bolttech Mannings, Inc.	Commercial Services & Supplies						14,885		6,656		—		—		14,885			6,656	^^ (1) (5) (9)
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)	Aerospace & Defense						2,393		12,314		—		—		2,393			12,314	^ (1) (5) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B	Health Care Providers & Services						1,141		1,349		1,580		1,868		2,721			3,217	^^^ (1) (2) (9)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units	Health Care Providers & Services						159		270		220		374		379			644	^^^ (1) (2) (4) (5) (9)
Conergy Asia Holdings, Ltd.	Construction & Engineering						4,700		—		—		—		4,700			—	^ (1) (4) (5) (9)
Country Fresh Holding Company Inc.	Food Products						839		41		1,053		52		1,892			93	(1) (2) (5) (9)
Elah Holdings, Inc.	Capital Markets						2,234		2,234		3,163		3,162		5,397			5,396	^ (1) (2) (5) (9)
Exostar LLC - Class B	Aerospace & Defense						—		—		—		—		—			—	(2) (5) (9)
Foundation Software - Class B	Construction & Engineering						—		—		—		—		—			—	(2) (5) (9)
Iracore International Holdings, Inc.	Energy Equipment & Services						7,003		7,824		—		—		7,003			7,824	^ (1) (5) (9)
Jill Acquisition LLC (dba J. Jill)	Specialty Retail						56		51		—		—		56			51	(5) (9)
Kawa Solar Holdings Limited	Construction & Engineering						—		—		—		—		—			—	^ (1) (4) (5) (9)
National Spine and Pain Centers, LLC	Health Care Providers & Services						600		358		500		298		1,100			656	(1) (2) (5) (9)
Prairie Provident Resources, Inc.	Oil, Gas & Consumable Fuels						9,237		40		—		—		9,237			40	^^^ (4) (5)
Wrike, Inc.	Professional Services						2,165		5,645		3,075		8,018		5,240			13,663	(1) (2) (5) (9)
Yasso, Inc.	Food Products						850		586		790		545		1,640			1,131	(1) (2) (5) (9)

TOTAL COMMON STOCK							60,132		47,660		10,381		14,317		70,513			61,977

ASC Acquisition Holdings, LLC	Distributors						756		1,204		—		—		756			1,204	^ (1) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		1,036		—		1,036			—	(1) (2) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		108		—		108			—	(1) (2) (9)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products						—		—		22		—		22			—	(1) (2) (9)

TOTAL WARRANTS							756		1,204		1,166		0		1,922			1,204

Total investment before Pro Forma Adjustments							1,488,747		1,431,195		1,739,572		1,688,542		3,228,319			3,119,737

Estimated Purchase Price Allocation Adjustment Before Purchase Discount															(51,030	)

Estimated Purchase Discount Adjustment															(83,453	)

TOTAL INVESTMENTS (10)															3,093,836

Goldman Sachs BDC, Inc.

Pro Forma Condensed Consolidated Schedule of Investments (continued)

Unaudited

As of September 30, 2020

(In thousands)

^*	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 September 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.36%, 0.26%, 0.23%, 0.19%, 0.15% and 0.10%, respectively. As of September 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 September 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 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.

⁽⁵⁾	Non-income producing security.

⁽⁶⁾	The investment includes an exit fee that is receivable upon repayment of the loan.

⁽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 September 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
ASC Acquisition Holdings, LLC - Warrants		08/14/2020
ASC Acquisition Holdings, LLC - Common Stock		08/14/2020
ASC Acquisition Holdings, LLC - Common Stock		08/14/2020
Accuity Delivery Systems, LLC - Preferred Stock		06/13/2018
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
Exostar LLC - Class A - Preferred Stock		07/06/2020
Exostar LLC - Class B - Common Stock		07/06/2020
Foundation Software - Preferred Stock		08/31/2020
Foundation Software - Class B - Common Stock		08/31/2020
Iracore International Holdings, Inc. - Common Stock		04/13/2017
Jill Acquisition LLC (dba J. Jill) - Common Stock		09/30/2020
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
KDOR Holdings Inc. (dba Senneca Holdings) – Warrants		06/22/2020
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 September 30, 2020, the combined company’s investment in an affiliated Money Market Fund is $258,030. The annualized seven-day yield as of September 30, 2020 is 0.00%.

PIK – Payment-In-Kind

Goldman Sachs BDC, Inc. - FORM 8-K - EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GS BDC INC. - November 19, 2020

Attached files

Goldman Sachs BDC, Inc. Reports