UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
On September 14, 2023, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), a wholly-owned subsidiary of Goldman Sachs Private Middle Market Credit II LLC (the “Company”), entered into a fourth amendment (the “Fourth Amendment”) to the Amended and Restated Loan and Security Agreement, dated March 5, 2021, as amended by the first amendment thereto, dated August 17, 2021, by the second amendment thereto, dated October 29, 2021, and by the third amendment thereto, dated February 15, 2022 (as so amended and as further amended by the Fourth Amendment, the “Amended and Restated Loan and Security Agreement”), among SPV, the Company, JPMorgan Chase Bank, National Association, as administrative agent and lender, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as securities intermediary. The Fourth Amendment (i) increased the Advance Rate from 55% to 60%, generally, and from 57.5% to 62.5% when determining compliance with certain conditions to make distributions of interest proceeds; (ii) modified certain Concentration Limitations; (iii) added the end of the Company’s investment period as a trigger for the end of the Reinvestment Period; (iv) reallocated 0.20% of the undrawn fee and the interest rate margin to a stand-alone administration fee; (v) added a restriction preventing SPV from acquiring new recurring revenue loans in excess of 25% of the Collateral Principal Amount; (vi) extended the scheduled termination date of the Amended and Restated Loan and Security Agreement by one year from September 24, 2025 to September 24, 2026; (vii) increased the Market Value Trigger from 65.0% to 67.5%; and (viii) increased the Market Value Cure Level from 55.0% to 60.0%.
Capitalized terms used in the foregoing paragraph but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan and Security Agreement.
The foregoing description is only a summary of the material provisions of the Amended and Restated Loan and Security Agreement and is qualified in its entirety by reference to a copy of the Amended and Restated Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 20, 2023 |
Goldman Sachs Private Middle Market Credit II LLC (Registrant) | |||||
| By: |
/s/ Alex Chi | |||||
| Name: |
Alex Chi | |||||
| Title: |
Co-Chief Executive Officer and Co-President | |||||
| By: |
/s/ David Miller | |||||
| Name: |
David Miller | |||||
| Title: |
Co-Chief Executive Officer and Co-President | |||||