UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-54A
NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
PURSUANT TO SECTION 54(a) OF THE ACT
The undersigned business development company hereby notifies the Securities and Exchange Commission that it elects, pursuant to the provisions of Section 54(a) of the Investment Company Act of 1940 (the “Act”), to be subject to the provisions of Section 55 through 65 of the Act and, in connection with such notification of election, submits the following information:
| Name: | Goldman Sachs Middle Market Lending LLC1 | |
| Address of Principal Business Office: | 200 West Street New York, New York 10282 | |
| Telephone Number: | 212-902-0300 | |
| Name and Address of Agent for Service of Process: | Jonathan Lamm Goldman Sachs Middle Market Lending LLC 200 West Street New York, New York 10282 | |
| Copy to: | Stuart Gelfond, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP 1 New York Plaza New York, New York 10004
Steven B. Boehm, Esq. Cynthia M. Krus, Esq. Sutherland Asbill & Brennan LLP 700 6th Street NW Washington, DC 20001
Margery K. Neale, Esq. James G. Silk, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 | |
| 1 | Following the filings of this Form N-54A with the Securities and Exchange Commission, Goldman Sachs Middle Market Lending LLC will be converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp., which, by operation of law, will be deemed for purposes of Delaware law the same entity as Goldman Sachs Middle Market Lending LLC. |
Check one of the following:
| ☒ | The company has filed a registration statement for a class of equity securities pursuant to Section 12 of the Securities Exchange Act of 1934. Give the file number of the registration statement or, if the file number is unknown or has not yet been assigned, give the date on which the registration statement was filed: |
January 27, 2017
| ☐ | The company is relying on rule 12g-2 under the Securities Exchange Act of 1934 in lieu of filing a registration statement for a class of equity securities under that Act. |
The file number of the registration as an investment company pursuant to Section 8(a) of the Act, if any, of the company: Not Applicable
The file number of the registration as an investment company pursuant to Section 8(a) of the Act, if any, of any subsidiary of the company: Not Applicable
The undersigned company certifies that it is a closed-end company organized under the laws of Delaware and with its principal place of business in New York; that it will be operated for the purpose of making investments in securities described in Section 55(a)(1) through (3) of the Investment Company Act of 1940; and that it will make available significant managerial assistance with respect to issuers of such securities to the extent required by the Act.
SIGNATURES
Pursuant to the requirements of the Act, the undersigned company has caused this notification of election to be subject to Section 55 through 65 of the Investment Company Act of 1940 to be duly signed on its behalf in the city of New York and state of New York on the 27th day of January, 2017.
| GOLDMAN SACHS MIDDLE MARKET LENDING LLC | ||
| By: | /s/ Jonathan Lamm | |
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| Name: Jonathan Lamm | ||
| Title: Chief Financial Officer and Treasurer | ||
| Attest: | /s/ Brendan McGovern | |
| Name: Brendan McGovern | ||
| Title: Chief Executive Officer and President |