Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. On December 17, 2024, we completed our previously announced acquisition by the Buyer, pursuant to the Merger Agreement, by and among us, the Buyer, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer. In connection with the Merger, our name was changed to Silver Capital Holdings LLC. References to "we," "us," "our," and the "Company," mean Silver Capital Holdings LLC or Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries, as the context may require. The terms "GSAM," "Goldman Sachs Asset Management," our "Adviser" or our "Investment Adviser" refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term "GS Group Inc." refers to The Goldman Sachs Group, Inc. "GS & Co." refers to Goldman Sachs & Co. LLC and its predecessors. The term "Goldman Sachs" refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, we have elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through December 31, 2024, we originated approximately $2.34 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

"Unitranche" loans are first lien loans that may extend deeper in a borrower's capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the "first-out" portion of a unitranche loan while we retain the "last-out" portion of such loan, in which case, the "first-out" portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the "last-out" portion that we would continue to hold. In exchange for taking greater risk of loss, the "last-out" portion generally earns a higher interest rate than the "first-out" portion of the loan. We use the term "mezzanine" to refer to debt that ranks senior in right of payment only to a borrower's equity securities and ranks junior in right of payment to all of such borrower's other indebtedness. We may make multiple investments in the same portfolio company.

During our investment period, we sought to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define "credit obligations and related instruments" for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. "Middle market" is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization ("EBITDA"), excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value ("NAV") of one asset relative to other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we could not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that were not private middle-market credit obligations and related instruments. To the extent we determined to invest indirectly in private middle-market credit obligations and related instruments, we would invest through certain synthetic instruments, including derivatives that had similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our unitholders (the "Unitholders") at least 60 days prior to any change to the 80% investment policy described above.

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

We expect that at least 70% of our total assets will be invested, directly or indirectly, in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

While our investment program has been focused primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and "piggyback" registration rights.

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

The Merger with Silver Merger Sub LLC and In-Kind Contribution

On December 17, 2024, we completed our previously announced acquisition by Pantheon Silver Holdings LLC, a Delaware limited liability company ("Buyer"), pursuant to the Agreement and Plan of Merger, dated October 31, 2024 (the "Merger Agreement"), by and among us, the Buyer, and Silver Merger Sub LLC, a wholly owned subsidiary of the Buyer ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub was merged with us, with us surviving as a wholly owned subsidiary of the Buyer (the "Merger").

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

In-Kind Contribution

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

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

KEY COMPONENTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than "qualifying assets" specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), "eligible portfolio companies" include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind ("PIK") income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors' fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the "Accounts"), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

Our primary operating expenses include the payment of the management fee (the "Management Fee") and the incentive fee (the "Incentive Fee") to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the "Investment Advisory Agreement"), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses (including among other things, participation related expenses)) will not exceed an amount equal to $4,250,000 (formerly 0.5% of the aggregate amount of commitments), provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the "Administration Agreement"), including:

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

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

Leverage

We may borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as "leverage" and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 200% after such borrowing (or 150% if certain requirements are met). Our revolving credit facility with JPMorgan Chase Bank, National Association (the "JPM Revolving Credit Facility") was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of December 31, 2024, there was $293.13 million in outstanding principal under the JPM Term Loan Facility. As of December 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 219% and 726%. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as us, an offer to repurchase shares held by the BDC's shareholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if stockholders approve a proposal to do so. If a BDC receives stockholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not "interested persons," as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act's asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the "Board of Directors" or the "Board") of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

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

		As of
		December 31, 2024								December 31, 2023
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
		($ in millions)
First Lien/Senior Secured Debt		$	474.88			$	419.99			$	337.58			$	322.42
First Lien/Last-Out Unitranche			144.13				142.22				67.23				64.84
Second Lien/Senior Secured Debt			20.47				16.94				62.23				52.75
Unsecured Debt			13.53				-				19.18				19.34
Preferred Stock			4.83				-				6.33				3.09
Common Stock			4.59				3.35				6.49				5.88
Warrants			1.23				-				1.34				0.08
Total investments		$	663.66			$	582.50			$	500.38			$	468.40

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

		As of
		December 31, 2024								December 31, 2023
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)			10.0	%			21.5	%			12.8	%			15.7	%
First Lien/Last-Out Unitranche(2)(3)			12.0				13.0				13.2				15.0
Second Lien/Senior Secured Debt(2)			11.0				11.0				12.7				14.7
Unsecured Debt(2)			-				-				15.2				15.9
Preferred Stock(4)			-				-				-				-
Common Stock(4)			-				-				-				-
Warrants(4)			-				-				-				-
Total Portfolio			10.1	%			19.0	%			12.6	%			15.2	%

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

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

	As of
	December 31, 2024				December 31, 2023
Number of portfolio companies			32				19
Percentage of performing debt bearing a floating rate(1)			100.0	%			98.3	%
Percentage of performing debt bearing a fixed rate(1)(2)			-	%			1.7	%
Weighted average leverage (net debt/EBITDA)(3)		5.9x				6.5x
Weighted average interest coverage(3)		1.9x				1.3x
Median EBITDA(3)	$	38.00 million			$	61.92 million

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA ("interest coverage ratio"). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of December 31, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 20.1% and 25.2% of total debt investments at fair value.

Our Investment Adviser monitors on an ongoing basis the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company's business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:

		As of
		December 31, 2024								December 31, 2023
Investment Performance Rating		Fair Value				Percentage of Total				Fair Value				Percentage of Total
		(in millions)								(in millions)
Grade 1		$	-				-	%		$	24.75				5.3	%
Grade 2			502.37				86.2				308.80				65.9
Grade 3			51.70				8.9				131.01				28.0
Grade 4			28.43				4.9				3.84				0.8
Total Investments		$	582.50				100.0	%		$	468.40				100.0	%

The decrease in investments with a Grade 1 investment performance rating was driven by the exit of an investment with an aggregate fair value of $24.75 million. The increase in investments with a Grade 2 investment performance rating was primarily driven by the In-Kind Contribution of investments with an aggregate fair value of $362.87 million with a Grade 2 investment performance rating. The decrease in investments with a Grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of $22.61 million being downgraded to a Grade 4 investment performance rating, due to financial underperformance and the exit of investments with an aggregate fair value of $21.55 million for the year ended December 31, 2024. The increase in investments with a Grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $22.61 million being downgraded from a Grade 3 investment performance rating due to financial underperformance.

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

		As of
		December 31, 2024								December 31, 2023
		Amortized Cost				Percentage of Total				Amortized Cost				Percentage of Total
		(in millions)								(in millions)
Performing		$	574.60				86.6	%		$	486.97				97.3	%
Non-accrual			89.06				13.4				13.41				2.7
Total Investments		$	663.66				100.0	%		$	500.38				100.0	%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management's judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

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

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

RESULTS OF OPERATIONS

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

Our operating results were as follows:

		For the Years Ended December 31,
		2024				2023
		($ in millions)
Total investment income		$	48.56			$	70.48
Net expenses			1.42				27.66
Net investment income			47.14				42.82
Net realized gain (loss) on investments			(13.89	)			(48.09	)
Net unrealized appreciation (depreciation) on investments			(48.06	)			58.18
Net realized and unrealized gain (losses) on forward contracts, translations and transactions			1.09				(0.84	)
Income tax (provision) benefit, realized and unrealized gain/loss			0.18				0.23
Net increase (decrease) in Members' Capital from operations		$	(13.54	)		$	52.30

Net increase (decrease) in members' capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

Investment Income

Our investment income was as follows:

		For the Years Ended December 31,
		2024				2023
		($ in millions)
Interest		$	35.99			$	62.27
Payment-in-kind			9.74				5.17
Dividend income			2.49				2.83
Other income			0.34				0.21
Total investment income		$	48.56			$	70.48

In the table above:

Expenses

Our expenses were as follows:

		For the Years Ended December 31,
		2024				2023
		($ in millions)
Interest and other debt expenses		$	2.56			$	9.85
Management fees			5.12				6.17
Incentive fees			(11.71	)			9.23
Professional fees			1.11				1.12
Administration and custodian fees			0.51				0.57
Directors' fees			0.20				0.21
Other general and administrative expenses			0.99				0.51
Transaction Costs			2.64				-
Total expenses		$	1.42			$	27.66

In the table above:

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:

		For the Years Ended December 31,
		2024				2023
		(in millions)
Recipe Acquisition Corp. (dba Roland Foods)		$	2.06			$	-
Other, net(1)			0.60				(0.70	)
Diligent Corporation			(1.97	)			-
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)			(14.58	)			-
Yasso, Inc.			-				3.93
Vantage Mobility International, LLC			-				(22.23	)
National Spine and Pain Centers, LLC			-				(29.09	)
Net realized gain (loss)		$	(13.89	)		$	(48.09	)

(1) Amount rounds to less than $0.01.

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

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

Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 "Significant Accounting Policies-Investments" in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:

		For the Years Ended December 31,
		2024				2023
		($ in millions)
Unrealized appreciation		$	14.15			$	71.04
Unrealized depreciation			(62.21	)			(12.86	)
Net change in unrealized appreciation (depreciation) on investments		$	(48.06	)		$	58.18

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

		For the Year Ended December 31, 2024
		($ in millions)
Portfolio Company:
Chase Industries, Inc. (dba Senneca Holdings)		$	4.02
Hollander Intermediate LLC (dba Bedding Acquisition, LLC)			2.86
CorePower Yoga LLC			2.23
Other, net(1)			1.28
Wine.com, LLC			1.17
Acuity Specialty Products, Inc. (dba Zep Inc.)			1.66
SPay, Inc. (dba Stack Sports)			(0.94	)
Recipe Acquisition Corp. (dba Roland Foods)			(1.48	)
Streamland Media Midco LLC(2)			(9.35	)
Wine.com, Inc.			(11.72	)
Lithium Technologies, Inc.			(37.79	)
Total		$	(48.06	)

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

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

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). See "-Key Components of Operations-Leverage." The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024. As of December 31, 2024, there was $293.13 million in outstanding principal under the JPM Term Loan Facility. As of December 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 219% and 726%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM's proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

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

		December 31, 2024												December 31, 2023
		Capital Commitments ($ in millions)				Unfunded Capital Commitments ($ in millions)				% of Capital Commitments Funded				Capital Commitments ($ in millions)				Unfunded Capital Commitments ($ in millions)				% of Capital Commitments Funded
Units		$	162.88			$	19.09				88	%		$	1,097.43			$	60.36				95	%

The following table summarizes the securities issued and proceeds related to such issuances:

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

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

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

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company (the "Administrator") has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our Administrator such fees as may be agreed between us and our Administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days' written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days' written notice to the other party. The following table shows our contractual obligations as of December 31, 2024:

		Payments Due by Period ($ in millions)
		Total				Less Than 1 Year				1 - 3 Years				3 - 5 Years				More Than 5 Years
JPM Term Loan Facility(1)		$	293.13			$	-			$	293.13			$	-			$	-
JPM Revolving Credit Facility(2)		$	-			$	-			$	-			$	-			$	-

JPM Term Loan Facility

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

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

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

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

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

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

JPM Revolving Credit Facility

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

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

The JPM Revolving Credit Facility was a multicurrency facility. As of December 31, 2024, the total commitments under the JPM Revolving Credit Facility were $0.0 million. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024 and the JPM Revolving Credit Facility was terminated effective May 31, 2024.

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

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

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

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of December 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

		As of
		December 31, 2024				December 31, 2023
		(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt		$	27.84			$	7.74
First Lien/Last-Out Unitranche			2.98				-
Second Lien/Senior Secured Debt			0.48				-
Total		$	31.30			$	7.74

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable CFTC regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator pursuant to CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 "Significant Accounting Policies" to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors listed under "Risk Factors" in this report.

Fair Value Measurement of Investments

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

RECENT DEVELOPMENTS

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