Goldman Sachs BDC, Inc.

10-Q 1 d265466d10q.htm GOLDMAN SACHS BDC, INC. Goldman Sachs BDC, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 814-00998

Goldman Sachs BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		46-2176593
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 West Street, New York, New York		10282
(Address of Principal Executive Office)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 902-0300

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

Smaller reporting company:

(Do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO X

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding at November 3, 2016 was 36,331,662.

GOLDMAN SACHS BDC, INC.


	INDEX	PAGE
PART I	FINANCIAL INFORMATION		4
ITEM 1.	Financial Statements		4
	Consolidated Statements of Assets and Liabilities as of September 30, 2016 (Unaudited) and December 31, 2015		4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2016 (Unaudited) and 2015 (Unaudited)		5
	Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2016 (Unaudited) and 2015 (Unaudited)		6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 (Unaudited) and 2015 (Unaudited)		7
	Consolidated Schedules of Investments as of September 30, 2016 (Unaudited) and December 31, 2015		8
	Notes to the Consolidated Financial Statements (Unaudited)		14
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		59
ITEM 4.	Controls and Procedures		60

PART II	OTHER INFORMATION		60
ITEM 1.	Legal Proceedings		60
ITEM 1A.	Risk Factors		60
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		62
ITEM 3.	Defaults Upon Senior Securities		62
ITEM 4.	Mine Safety Disclosures		62
ITEM 5.	Other Information		62
ITEM 6.	Exhibits		62

SIGNATURES			63

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2015 and in this report, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

•

uncertainty surrounding the strength of the U.S. economic recovery;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our prospective portfolio companies to achieve their objectives;

•

the relative and absolute performance of our investment adviser;

•

our expected financings and investments;

•

the use of borrowed money to finance a portion of our investments;

•

our ability to make distributions;

•

the adequacy of our cash resources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the impact of future acquisitions and divestitures;

•

the effect of changes in tax laws and regulations and interpretations thereof;

•

our ability to maintain our status as a BDC and a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;

•

actual and potential conflicts of interest with Goldman Sachs Asset Management, L.P. and its affiliates;

•

general price and volume fluctuations in the stock market;

•

the ability of our investment advisor to attract and retain highly talented professionals;

•

the impact on our business from new or amended legislation or regulations; and

•

the availability of credit and/or our ability to access the equity markets.

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	September 30, 2016 (unaudited)			December 31, 2015
Assets

Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,032,470 and $1,067,299, respectively)	$	999,390		$	1,032,119
Non-controlled affiliated investments (cost of $84,075 and $9,237, respectively)		73,826			4,048
Controlled affiliated investments (cost of $69,092 and $46,167, respectively)		69,752			44,897
Investments in affiliated money market fund (cost of $3 and $10,117, respectively)		3			10,117

Total investments, at fair value (cost of $1,185,640 and $1,132,820, respectively)		1,142,971			1,091,181
Cash		14,670			22,710
Receivable for investments sold		–			313
Interest and dividends receivable from non-controlled affiliated investments and non-controlled/non-affiliated investments		9,408			10,399
Dividend receivable from controlled affiliated investments		1,825			1,350
Other income receivable from controlled affiliated investments		1,618			681
Deferred financing costs		4,866			5,775
Other assets		188			350

Total assets	$	1,175,546		$	1,132,759


Liabilities

Debt	$	471,250		$	419,000
Interest and credit facility expense payable		286			432
Management fees payable		4,292			4,238
Incentive fees payable		5,683			360
Distribution payable		16,345			16,338
Accrued offering costs		–			40
Directors’ fees payable		226			–
Accrued expenses and other liabilities		2,494			3,701

Total liabilities	$	500,576		$	444,109

Commitments and Contingencies (Note 7)

Net Assets

Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	–		$	–
Common stock, par value $0.001 per share (200,000,000 shares authorized, 36,321,374 and 36,306,882 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively)		36			36
Paid-in capital in excess of par		719,969			719,690
Accumulated net realized gain (loss)		(24,360	)		(2,367	)
Accumulated undistributed net investment income		23,415			14,351
Net unrealized appreciation (depreciation) on investments		(42,669	)		(41,639	)
Allocated income tax expense		(1,421	)		(1,421	)

TOTAL NET ASSETS	$	674,970		$	688,650

TOTAL LIABILITIES AND NET ASSETS	$	1,175,546		$	1,132,759


Net asset value per share	$	18.58		$	18.97

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	For the three months ended September 30,						For the nine months ended September 30,
	2016			2015			2016			2015
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	29,259		$	30,278		$	84,879		$	80,479
Dividend income		633			620			1,890			1,852
Other income		756			635			1,153			1,164

Total investment income from non-controlled/non-affiliated investments		30,648			31,533			87,922			83,495
From non-controlled affiliated investments:
Interest income		387			–			387			–
Dividend income		10			–			32			1
Other income		6			–			6			–

Total investment income from non-controlled affiliated investments		403			–			425			1
From controlled affiliated investments:
Dividend income		1,825			1,363			4,650			2,642
Other income		1,074			–			1,618			446

Total investment income from controlled affiliated investments		2,899			1,363			6,268			3,088

Total investment income	$	33,950		$	32,896		$	94,615		$	86,584

Expenses:
Interest and credit facility expense	$	3,628		$	3,053		$	9,909		$	7,656
Management fees		4,292			4,089			12,606			11,199
Incentive fees		5,459			3,515			8,948			11,426
Professional fees		637			936			1,818			2,062
Administration, custodian and transfer agent fees		213			208			654			643
Directors’ fees		263			172			743			440
Other expenses		487			147			1,122			737

Total expenses	$	14,979		$	12,120		$	35,800		$	34,163

NET INVESTMENT INCOME (LOSS) BEFORE TAXES	$	18,971		$	20,776		$	58,815		$	52,421

Excise tax expense	$	294		$	174		$	728		$	264

NET INVESTMENT INCOME (LOSS) AFTER TAXES	$	18,677		$	20,602		$	58,087		$	52,157


Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(21,993	)	$	(98	)	$	(21,993	)	$	(98	)
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		23,891			(5,480	)		(3,824	)		(4,290	)
Non-controlled affiliated investments		1,353			(806	)		864			(2,407	)
Controlled affiliated investments		735			(735	)		1,930			79

Net realized and unrealized gains (losses)	$	3,986		$	(7,119	)	$	(23,023	)	$	(6,716	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	22,663		$	13,483		$	35,064		$	45,441


Net investment income (loss) per share (basic and diluted)	$	0.51		$	0.57		$	1.60		$	1.52
Earnings per share (basic and diluted)	$	0.62		$	0.37		$	0.97		$	1.33
Weighted average shares outstanding		36,320,014			36,292,619			36,312,852			34,270,102
Distributions declared per share	$	0.45		$	0.45		$	1.35		$	1.35

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)


	For the nine months ended September 30, 2016			For the nine months ended September 30, 2015
Increase (decrease) in net assets resulting from operations:
Net investment income	$	58,087		$	52,157
Net realized gain (loss) on investments		(21,993	)		(98	)
Net change in unrealized appreciation (depreciation) on investments		(1,030	)		(6,618	)

Net increase (decrease) in net assets resulting from operations	$	35,064		$	45,441


Distributions to stockholders from:
Net investment income	$	(49,023	)	$	(48,335	)
Net realized gain		–			(248	)

Total distributions to stockholders	$	(49,023	)	$	(48,583	)


Capital transactions:
Issuance of common stock, net of offering and underwriting costs (0 and 6,900,000 shares, respectively)	$	–		$	131,839
Reinvestment of stockholder distributions (14,492 and 12,318 shares, respectively)		279			260

Net increase (decrease) in net assets resulting from capital transactions	$	279		$	132,099


TOTAL INCREASE (DECREASE) IN NET ASSETS	$	(13,680	)	$	128,957


Net assets at beginning of period	$	688,650		$	574,582

Net assets at end of period	$	674,970		$	703,539

Accumulated undistributed net investment income	$	23,415		$	7,880

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)


	For the nine months ended September 30, 2016			For the nine months ended September 30, 2015

Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations:	$	35,064		$	45,441
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(219,901	)		(314,348	)
Payment-in-kind interest		(368	)		(308	)
Investments in affiliated money market fund, net		10,114			26,068
Proceeds from sales of investments and principal repayments		139,493			78,958
Net realized (gain) loss on investments		21,993			98
Net change in unrealized (appreciation) depreciation on investments		1,030			6,618
Amortization of premium and accretion of discount, net		(4,151	)		(3,916	)
Amortization of deferred financing costs		908			868
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		516			(2,500	)
(Increase) decrease in receivable for investments sold		313			–
(Increase) decrease in other income receivable		(937	)		(446	)
(Increase) decrease in other assets		162			(114	)
Increase (decrease) in interest and credit facility expense payable		(100	)		(24	)
Increase (decrease) in management fees payable		54			763
Increase (decrease) in incentive fees payable		5,323			3,515
Increase (decrease) in payable for investments purchased		–			(19,700	)
Increase (decrease) in directors’ fees payable		226			(39	)
Increase (decrease) in accrued expenses and other liabilities		(1,207	)		595

Net cash provided by (used for) operating activities	$	(11,468	)	$	(178,471	)


Cash flows from financing activities:
Proceeds from issuance of common stock (net of underwriting costs)	$	–		$	135,111
Offering costs paid		(40	)		(1,731	)
Repurchase of common stock		–			(732	)
Distributions paid		(48,737	)		(47,491	)
Financing costs paid		(45	)		(577	)
Borrowings on debt		195,500			285,000
Repayments of debt		(143,250	)		(188,000	)

Net cash provided by (used for) financing activities	$	3,428		$	181,580


Net increase (decrease) in cash		(8,040	)		3,109
Cash, beginning of period		22,710			8,609

Cash, end of period	$	14,670		$	11,718


Supplemental and non-cash financing activities
Interest expense paid	$	8,803		$	6,142
Accrued but unpaid excise tax expense	$	722		$	259
Accrued but unpaid deferred financing costs	$	8		$	5
Accrued but unpaid offering costs	$	–		$	631
Accrued but unpaid distributions	$	16,345		$	16,338
Reinvestment of stockholder distributions	$	279		$	260

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of September 30, 2016

(in thousands, except share and per share amounts)

(Unaudited)


Portfolio Company	Industry	Interest	Maturity		Par Amount		Cost			Fair Value

Investments at Fair Value – 169.34%#

Corporate Debt⁽¹⁾ – 153.49%

1st Lien/Senior Secured Debt – 64.74%
Artesyn Embedded Technologies, Inc.⁽²⁾	Electronic Equipment, Instruments & Components	9.75%		10/15/2020	$	20,000	$	20,000		$	18,150
Data Driven Delivery Systems, LLC⁽⁺⁺⁾	Health Care Technology	L + 7.00% (1.00% Floor)		05/31/2019		70,059		67,969			70,059
Dispensing Dynamics International⁽²⁾	Building Products	12.50%		01/01/2018		24,000		24,434			23,100
Elemica, Inc.⁽⁺⁺⁾	Software	L + 8.00% (1.00% Floor)		07/07/2021		42,394		41,371			41,440
Elemica, Inc.^{(3) (4)}	Software	L + 8.00% (1.00% Floor)		07/07/2021		6,000		(150	)		(135	)
Heligear Acquisition Co.⁽²⁾	Aerospace & Defense	10.25%		10/15/2019		17,500		17,277			17,937
Infinity Sales Group⁽⁺⁾	Media	L + 10.50% (1.00% Floor)		11/21/2018		31,528		31,205			29,716
Iracore International Holdings, Inc.⁽²⁾	Energy Equipment & Services	9.50%		06/01/2018		24,250		21,720			12,610
Kawa Solar Holdings Limited^{^ (5)}	Construction & Engineering	F + 8.20% and 3.50% PIK		07/02/2018		12,654		12,608			12,654
Kawa Solar Holdings Limited^{^ (++) (5)}	Construction & Engineering	L + 8.20%		07/02/2018		2,400		2,391			2,400
Legacy Buyer Corp.⁽⁺⁺⁾	Health Care Providers & Services	L + 8.00% (1.00% Floor)		10/24/2019		27,664		27,287			27,110
Legacy Buyer Corp.^{(++) (3)}	Health Care Providers & Services	L + 8.00% (1.00% Floor)		10/24/2019		2,500		1,666			1,650
Madison-Kipp Corporation⁽⁺⁾	Machinery	L + 9.00% (1.00% Floor)		05/26/2020		36,811		36,235			36,535
Perfect Commerce, LLC⁽⁺⁺⁾	Internet Software & Services	L + 8.50% (1.00% Floor)		06/30/2020		37,980		37,253			38,170
The Merit Distribution Group, LLC⁽⁺⁺⁾	Distributors	L + 11.25% (0.50% Floor)		04/08/2021		30,000		29,301			29,625
US Med Acquisition, Inc.⁽⁺⁾	Health Care Equipment & Supplies	L + 9.00% (1.00% Floor)		08/13/2021		30,651		30,124			30,651
Vexos, Inc.⁽⁺⁺⁾	Electronic Equipment, Instruments & Components	L + 9.50% (1.00% Floor)		10/09/2019		46,235		45,617			45,310

Total 1st Lien/Senior Secured Debt								446,308			436,982

1st Lien/Last-Out Unitranche⁽⁶⁾ – 46.59%
Associations, Inc.⁽⁺⁺⁾	Real Estate Management & Development	L + 7.00% (1.00% Floor)		12/23/2019		58,284		57,425			57,702
Avenue Stores, LLC	Specialty Retail	P + 7.00% (2.00% Floor)		09/19/2019		30,000		29,511			30,000
Bolttech Mannings, Inc.⁽⁺⁾	Commercial Services & Supplies	L + 7.75% (1.00% Floor)		12/21/2018		36,346		35,923			28,441
Integrated Practice Solutions, Inc.⁽⁺⁺⁾	Software	L + 9.10% (1.00% Floor)		08/03/2020		26,125		25,546			26,125
Mervin Manufacturing, Inc.⁽⁺⁺⁾	Leisure Equipment & Products	L + 7.50% (1.00% Floor)		10/10/2019		11,165		11,014			9,936
NTS Communications, Inc.^{^ (7) (8)}	Diversified Telecommunication Services	L + 9.00% (1.25% Floor) PIK		06/06/2019		50,205		47,071			42,675
Pro-Pet, LLC⁽⁺⁾	Household Products	L + 7.25% (0.75% Floor)		11/21/2019		31,600		31,069			29,704
The Service Companies Inc.⁽⁺⁺⁾	Professional Services	L + 10.25% (1.00% Floor)		03/26/2019		46,800		46,257			46,098
United Road Services, Inc.⁽⁺⁾	Air Freight & Logistics	L + 7.50% (1.00% Floor)		12/14/2017		44,658		44,386			43,765

Total 1st Lien/Last-Out Unitranche								328,202			314,446

2nd Lien/Senior Secured Debt – 42.16%
DiscoverOrg, LLC⁽⁺⁺⁺⁾	Software	L + 9.00% (1.00% Floor)		02/10/2022		39,500		38,774			38,710
DiversiTech Corporation⁽⁺⁺⁾	Building Products	L + 8.00% (1.00% Floor)		11/18/2022		51,350		50,299			50,708

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of September 30, 2016 (continued)

(in thousands, except share and per share amounts)

(Unaudited)


Portfolio Company	Industry	Interest	Maturity		Par Amount		Cost		Fair Value

Global Tel*Link Corporation⁽⁺⁺⁾	Diversified Telecommunication Services	L + 7.75% (1.25% Floor)		11/23/2020	$	28,000	$	27,638	$	26,273
Highwinds Capital, Inc.⁽⁺⁾	Internet Software & Services	L + 12.25% (1.25% Floor)		01/29/2019		59,050		58,548		59,641
Hutchinson Technology, Inc.	Computers & Peripherals	10.88%		01/15/2017		12,200		12,132		12,261
IHS Intermediate Inc.⁽⁺⁺⁾	Health Care Providers & Services	L + 8.25% (1.00% Floor)		07/20/2022		10,000		9,825		9,500
MPI Products LLC⁽⁺⁺⁾	Auto Components	L + 9.00% (1.00% Floor)		01/30/2020		20,000		19,796		19,850
P2 Upstream Acquisition Co.⁽⁺⁺⁺⁾	Software	L + 8.00% (1.00% Floor)		04/30/2021		10,000		9,930		8,600
Reddy Ice Corporation⁽⁺⁺⁾	Food Products	L + 9.50% (1.25% Floor)		11/01/2019		13,500		13,146		10,485
Securus Technologies Holdings, Inc.⁽⁺⁺⁾	Diversified Telecommunication Services	L + 7.75% (1.25% Floor)		04/30/2021		20,000		19,847		19,135
SW Holdings, LLC⁽⁺⁺⁾	Media	L + 8.75% (1.00% Floor)		12/30/2021		14,265		14,020		14,015
Washington Inventory Service⁽⁺⁺⁾	Professional Services	L + 9.00% (1.25% Floor)		06/20/2019		24,800		24,938		15,376

Total 2nd Lien/Senior Secured Debt								298,893		284,554

Total Corporate Debt								1,073,403		1,035,982

Portfolio Company	Industry	Coupon			Shares		Cost		Fair Value

Preferred Stock⁽¹⁾ – 4.77%
CB-HDT Holdings, Inc.^{^ (7)}	Aerospace & Defense					1,108,333	$	10,186	$	11,084
Crowley Holdings Preferred LLC⁽²⁾	Marine	12.00% (Includes 2% PIK)				21,137		21,137		21,137
NTS Communications, Inc.^{^ (7)}	Diversified Telecommunication Services					263		187		—

Total Preferred Stock								31,510		32,221

Common Stock⁽¹⁾ – 0.74%
CB-HDT Holdings, Inc.^{^ (7)}	Aerospace & Defense					453,383		2,392		2,392
Kawa Solar Holdings Limited^{^ (5) (7)}	Construction & Engineering					1,399,556		—		—
NTS Communications, Inc.^{^ (7)}	Diversified Telecommunication Services					595,215		3		—
Prairie Provident Resources, Inc.^{^ (5) (7)}	Oil, Gas & Consumable Fuels					3,579,989		9,237		2,621

Total Common Stock								11,632		5,013

Portfolio Company					LLC Interest		Cost		Fair Value

Investment Funds & Vehicles⁽¹⁾ – 10.34%
Senior Credit Fund, LLC^{^^ (5)}					$	69,092	$	69,092	$	69,752

Total Investment Funds & Vehicles								69,092		69,752

		Yield			Shares		Cost		Fair Value

Investments in Affiliated Money Market Fund⁽¹⁾ – 0.00% #
Goldman Sachs Financial Square Government Fund		0.30%⁽⁹⁾				2,647	$	3	$	3

Total Investments in Affiliated Money Market Fund								3		3

TOTAL INVESTMENTS – 169.34%							$	1,185,640	$	1,142,971

LIABILITIES IN EXCESS OF OTHER ASSETS – (69.34%)									$	(468,001	)

NET ASSETS – 100.00%									$	674,970

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of September 30, 2016 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Percentages are based on net assets.

⁽⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 1 month LIBOR, which as of September 30, 2016 was 0.53%.

⁽⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 3 month LIBOR, which as of September 30, 2016 was 0.85%.

⁽⁺⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 6 month LIBOR, which as of September 30, 2016 was 1.24%.

^{^}

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Parties”.

^{^^}

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the 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. See Note 3 “Significant Agreements and Related Parties”.

⁽¹⁾

Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”.

⁽²⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. As of September 30, 2016, the aggregate fair value of these securities is $92,934 or 13.77% of the Company’s net assets.

⁽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. See Note 7 “Commitments and Contingencies”.

⁽⁴⁾

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

⁽⁵⁾

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

⁽⁶⁾

In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.

⁽⁷⁾

Non-income producing security.

⁽⁸⁾

The investment is on non-accrual status as of September 30, 2016. See Note 2 “Significant Accounting Policies”.

⁽⁹⁾

The rate shown is the annualized seven-day yield as of September 30, 2016.

F – Federal Funds Rate (which as of September 30, 2016 was 0.28%)

L – LIBOR

P – U.S. Prime Rate (which as of September 30, 2016 was 3.50%)

PIK – Payment-In-Kind

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2015

(in thousands, except share and per share amounts)


Portfolio Company	Industry	Interest	Maturity	Par Amount		Cost			Fair Value

Investments at Fair Value – 156.98%#
Corporate Debt⁽¹⁾– 146.85%
1st Lien/Senior Secured Debt – 61.00%
Artesyn Embedded Technologies, Inc.⁽²⁾	Electronic Equipment, Instruments & Components	9.75%	10/15/2020	$	20,000	$	20,000		$	18,700
Data Driven Delivery Systems, LLC⁽⁺⁺⁾	Health Care Technology	L + 7.00% (1.00% Floor)	05/31/2019		70,500		68,202			70,500
Dispensing Dynamics International⁽²⁾	Building Products	12.50%	01/01/2018		24,000		24,685			23,304
Heligear Acquisition Co.⁽²⁾	Aerospace & Defense	10.25%	10/15/2019		17,500		17,229			18,550
Infinity Sales Group⁽⁺⁾	Media	L + 10.50% (1.00% Floor)	11/21/2018		33,727		33,284			32,630
Iracore International Holdings, Inc.⁽²⁾	Energy Equipment & Services	9.50%	06/01/2018		24,250		20,877			15,763
Kawa Solar Holdings Limited⁽³⁾	Construction & Engineering	F + 8.20%	07/02/2017		15,000		15,000			15,000
Legacy Buyer Corp.⁽⁺⁺⁾	Health Care Providers & Services	L + 8.00% (1.00% Floor)	10/24/2019		30,225		29,735			29,847
Legacy Buyer Corp.^{(4) (5)}	Health Care Providers & Services	L + 8.00% (1.00% Floor)	10/24/2019		2,500		(40	)		(31	)
Madison-Kipp Corporation⁽⁺⁾	Machinery	L + 9.00% (1.00% Floor)	05/26/2020		37,000		36,330			36,352
NTS Communications, Inc.⁽⁺⁺⁾	Diversified Telecommunication Services	L + 9.00% (1.25% Floor)	06/06/2019		44,300		43,641			42,196
Perfect Commerce, LLC⁽⁺⁺⁾	Internet Software & Services	L + 8.50% (1.00% Floor)	06/30/2020		39,668		38,789			38,973
US Med Acquisition, Inc.⁽⁺⁾	Health Care Equipment & Supplies	L + 9.00% (1.00% Floor)	08/13/2021		30,884		30,292			30,884
Vexos, Inc.⁽⁺⁺⁾	Electronic Equipment, Instruments & Components	L + 9.50% (1.00% Floor)	10/09/2019		48,275		47,512			47,430

Total 1st Lien/Senior Secured Debt							425,536			420,098

1st Lien/Last-Out Unitranche⁽⁶⁾– 44.40%
Associations, Inc.⁽⁺⁺⁾	Real Estate Management & Development	L + 7.00% (1.00% Floor)	12/23/2019		75,926		74,669			74,598
Associations, Inc.^{(++) (4)}	Real Estate Management & Development	L + 7.00% (1.00% Floor)	12/23/2019		12,955		9,194			9,217
Avenue Stores, LLC⁽⁺⁾	Specialty Retail	L + 8.00% (1.00% Floor)	09/19/2019		30,000		29,409			30,300
Bolttech Mannings, Inc.⁽⁺⁾	Commercial Services & Supplies	L + 7.75% (1.00% Floor)	12/21/2018		33,000		32,504			31,185
Bolttech Mannings, Inc.⁽⁺⁾	Commercial Services & Supplies	L + 7.75% (1.00% Floor)	12/21/2018		3,346		3,297			3,162
Integrated Practice Solutions, Inc.⁽⁺⁺⁾	Software	L + 9.10% (1.00% Floor)	08/03/2020		27,156		26,464			26,417
Mervin Manufacturing, Inc.⁽⁺⁺⁾	Leisure Equipment & Products	L + 7.50% (1.00% Floor)	10/10/2019		13,584		13,365			12,837
Pro-Pet, LLC⁽⁺⁾	Household Products	L + 7.25% (0.75% Floor)	11/21/2019		28,600		28,196			27,170
The Service Companies Inc.⁽⁺⁺⁾	Professional Services	L + 10.25% (1.00% Floor)	03/26/2019		47,460		46,773			46,629
United Road Services, Inc.⁽⁺⁾	Air Freight & Logistics	L + 7.50% (1.00% Floor)	12/14/2017		44,658		44,237			44,212

Total 1st Lien/Last-Out Unitranche							308,108			305,727

2nd Lien/Senior Secured Debt – 41.45%
DiversiTech Corporation⁽⁺⁺⁾	Building Products	L + 8.00% (1.00% Floor)	11/18/2022		10,000		9,859			9,850
Extraction Oil & Gas Holdings, LLC	Oil, Gas & Consumable Fuels	11.00%	05/29/2019		15,000		14,833			15,187
Extraction Oil & Gas Holdings, LLC	Oil, Gas & Consumable Fuels	10.00%	05/29/2019		8,412		8,314			8,286
Global Tel*Link Corporation⁽⁺⁺⁾	Diversified Telecommunication Services	L + 7.75% (1.25% Floor)	11/23/2020		28,000		27,588			16,800
Highwinds Capital, Inc.⁽⁺⁾	Internet Software & Services	L + 12.25% (1.25% Floor)	01/29/2019		59,050		58,429			59,050
Hunter Defense Technologies, Inc.⁽⁺⁺⁾	Aerospace & Defense	L + 10.00% (1.00% Floor)	02/05/2020		28,000		26,866			26,320
Hutchinson Technology, Inc.	Computers & Peripherals	10.88%	01/15/2017		12,200		12,004			13,298

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2015 (continued)

(in thousands, except share and per share amounts)


Portfolio Company	Industry	Interest	Maturity	Par Amount		Cost		Fair Value

iFly Holdings LLC⁽⁺⁺⁾	Leisure Equipment & Products	L + 9.00% (1.00% Floor)	07/08/2019	$	25,000	$	24,595	$	25,000
IHS Intermediate, Inc.⁽⁺⁺⁾	Health Care Providers & Services	L + 8.25% (1.00% Floor)	07/20/2022		10,000		9,809		9,800
MPI Products LLC⁽⁺⁺⁾	Auto Components	L + 9.00% (1.00% Floor)	01/30/2020		20,000		19,761		19,800
Oasis Outsourcing Holdings, Inc.⁽⁺⁾	Diversified Financial Services	L + 8.75% (1.00% Floor)	12/26/2022		20,000		19,726		20,000
P2 Upstream Acquisition Co.⁽⁺⁺⁺⁾	Software	L + 8.00% (1.00% Floor)	04/30/2021		10,000		9,922		8,200
Reddy Ice Corporation⁽⁺⁺⁾	Food Products	L + 9.50% (1.25% Floor)	11/01/2019		13,500		13,082		8,809
Securus Technologies Holdings,Inc.⁽⁺⁺⁾	Diversified Telecommunication Services	L + 7.75% (1.25% Floor)	04/30/2021		20,000		19,828		10,760
SW Holdings, LLC⁽⁺⁺⁺⁾	Media	L + 8.75% (1.00% Floor)	12/30/2021		13,500		13,245		13,230
Washington Inventory Service⁽⁺⁺⁾	Professional Services	L + 9.00% (1.25% Floor)	06/20/2019		24,800		24,970		21,080

Total 2nd Lien/Senior Secured Debt							312,831		285,470

Total Corporate Debt							1,046,475		1,011,295

Portfolio Company

Industry

Coupon

Shares

Cost

Fair Value

Preferred Stock⁽¹⁾– 3.61%

Crowley Holdings Preferred LLC⁽²⁾

Marine

12.00% (Includes 2% PIK)

20,823

20,824

Lone Pine Resources CDA, Ltd.^{^ (3)}⁽⁷⁾⁽⁸⁾

Oil, Gas & Consumable Fuels

10.00%

3,745,909

4,791

4,048

Total Preferred Stock

25,615

24,872

Common Stock⁽¹⁾– 0.00%

Lone Pine Resources CDA, Ltd.^{^ (3)}⁽⁸⁾⁽⁹⁾

Oil, Gas & Consumable Fuels

972,919

4,446

—

Total Common Stock

4,446

—

Portfolio Company

LLC Interest

Cost

Fair Value

Investment Funds & Vehicles⁽¹⁾– 6.52%

Senior Credit Fund, LLC^^ ⁽³⁾

46,167

44,897

Total Investment Funds & Vehicles

46,167

44,897

Yield

Shares

Cost

Fair Value

Investments in Affiliated Money Market Fund⁽¹⁾– 1.47%#

Goldman Sachs Financial Square Government Fund

0.19%⁽¹⁰⁾

10,116,857

10,117

Total Investments in Affiliated Money Market Fund

10,117

TOTAL INVESTMENTS – 158.45%

1,132,820

1,091,181

LIABILITIES IN EXCESS OF OTHER ASSETS – (58.45%)

(402,531

)

NET ASSETS – 100.00%

688,650

Percentages are based on net assets

⁽⁺⁾

The interest rate on these loans is subject to a base rate plus 1 month LIBOR, which as of December 31, 2015 was 0.43%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 1 month LIBOR rate at December 31, 2015, the prevailing rate in effect as of December 31, 2015 was the base rate plus the LIBOR floor.

⁽⁺⁺⁾

The interest rate on these loans is subject to a base rate plus 3 month LIBOR, which as of December 31, 2015 was 0.61%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 3 month LIBOR rate at December 31, 2015, the prevailing rate in effect as of December 31, 2015 was the base rate plus the LIBOR floor.

⁽⁺⁺⁺⁾

The interest rate on these loans is subject to a base rate plus 6 month LIBOR, which as of December 31, 2015 was 0.85%. As the interest rate is subject to a minimum LIBOR floor which was greater than the 6 month LIBOR rate at December 31, 2015, the prevailing rate in effect as of December 31, 2015 was the base rate plus the LIBOR floor.

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of December 31, 2015 (continued)

(in thousands, except share and per share amounts)

^{^}

^{^^}

⁽¹⁾

Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”.

⁽²⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. As of December 31, 2015, the aggregate fair value of these securities is $97,141 or 14.11% of the Company’s net assets.

⁽³⁾

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

⁽⁴⁾

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. See Note 7 “Commitments and Contingencies”.

⁽⁵⁾

⁽⁶⁾

⁽⁷⁾

In addition, the Company holds 3,745,909 shares of voting securities in an affiliated entity with zero cost and zero value.

⁽⁸⁾

Non-income producing security.

⁽⁹⁾

In addition, the Company holds 972,919 shares of voting securities in an affiliated entity with zero cost and zero value.

⁽¹⁰⁾

The rate shown is the annualized seven-day yield as of December 31, 2015.

F – Federal Funds Rate (which as of December 31, 2015 was 0.25%)

L – LIBOR

PIK – Payment-In-Kind

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs BDC, Inc.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

1.	ORGANIZATION

Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiary, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with the Goldman Sachs Group, Inc. (“Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation (the “Conversion”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2013.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, first lien/last-out unitranche and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman, Sachs & Co., is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to Group Inc., together with Goldman, Sachs & Co., GSAM and its other subsidiaries.

On March 23, 2015, the Company closed its initial public offering (“IPO”), issuing 6,000,000 shares of its common stock at a public offering price of $20.00 per share. Net of offering and underwriting costs, the Company received cash proceeds of $114,568. On March 18, 2015, the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “GSBD”.

In April 2015, the Company issued a total of 900,000 shares of its common stock pursuant to the exercise of the underwriters’ over-allotment option in connection with the IPO. Net of underwriting costs, the Company received additional cash proceeds of $17,271.

In July 2015, the Company formed a wholly-owned subsidiary, DDDS BL, LLC, which is structured as a Delaware limited liability company.

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is U.S. dollars and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2016. The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”).

Basis of Consolidation

As provided under ASC 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of the Company’s investment in DDDS BL, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

The Company does not consolidate its equity interest in Senior Credit Fund, LLC (the “Senior Credit Fund”). For further description of the Company’s investment in the Senior Credit Fund, see Note 4 “Investments”.

Revenue Recognition

The Company records its investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. For the three and nine months ended September 30, 2016, the Company earned $434 and $704, respectively, in prepayment premiums and $551 and $1,111, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts. For the three and nine months ended September 30, 2015, the Company earned $800 and $1,375, respectively, in prepayment premiums and $899 and $1,276, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by Goldman Sachs.

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.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Non-Accrual Investments

Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan or debt security has sufficient collateral value and is in the process of collection. As of September 30, 2016, the Company had one investment on non-accrual status, which represented 4.0% and 3.7% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $3) at amortized cost and at fair value, respectively. As of December 31, 2015, the Company had no investments on non-accrual status.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the board of directors (the “Board of Directors”).

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

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 Board of Directors contemplate 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 the Investment Adviser responsible for the portfolio investment;

(2)

The Board of Directors also engages independent valuation firms (the “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 Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation techniques 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 the Investment Adviser 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’ valuation ranges are compared to the Investment Adviser’s valuations to

ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Sub-Committee of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

(4)

The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;

(5)

The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

(6)

The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

Money Market Funds

Investments in money market funds are valued at amortized cost, which approximates fair value. See Note 3 “Significant Agreements and Related Parties”.

Cash

Cash consists of deposits held at a custodian bank. As of September 30, 2016 and December 31, 2015, the Company held $14,670 and $22,710, respectively, in cash.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the date of valuation; and (ii) purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investment transactions.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the Company’s consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

Effective April 1, 2013, the Company converted from an SMLLC into a corporation for U.S. tax purposes and elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company. The Company’s conversion from an SMLLC to a RIC was considered a taxable event.

To maintain its status as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and nine months ended September 30, 2016, the Company accrued excise taxes of $294 and $728, respectively. As of September 30, 2016, $722 of accrued excise taxes remained payable. For the three and nine months ended September 30, 2015, the Company accrued excise taxes of $174 and $264, respectively.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and Goldman, Sachs & Co. has opted out of the dividend reinvestment plan in respect of shares of the Company’s common stock acquired through its 10b5-1 plan. See Note 3 “Significant Agreements and Related Parties”.

Equity Offering Costs

Equity offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, including legal, underwriting, printing and other costs, as well as costs associated with the preparation and filing of applicable registration statements. Upon the issuance of shares, equity offering costs are offset against proceeds of the offering in paid-in capital in excess of par.

3.	SIGNIFICANT AGREEMENTS AND RELATED PARTIES

Investment Management Agreement

The Company has entered into an investment management agreement (as amended and restated as of January 1, 2015, the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is calculated at an annual rate of 1.50% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash or cash equivalents (such as investments in money market funds), but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of our first quarter, our gross assets as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated.

For the three and nine months ended September 30, 2016, Management Fees amounted to $4,292 and $12,606, respectively. As of September 30, 2016, $4,292 remained payable. For the three and nine months ended September 30, 2015, Management Fees amounted to $4,089 and $11,199, respectively.

Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. Effective as of January 1, 2015, the Incentive Fee is calculated as follows:

A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s net asset value (“NAV”) and does not take into account changes in the market price of the Company’s common stock.

Beginning with the calendar quarter that commenced on January 1, 2015, the Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since January 1, 2015) (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.

The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which includes all of the Company’s issuances of shares of its common stock, including issuances pursuant to its dividend reinvestment plan) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount”. Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.

The Incentive Fee based on income for each quarter is determined as follows:

•

No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

•

100% of the Ordinary Income, if any, that exceeds the hurdle amount, but is less than or equal to an amount, referred to as the “Catch-up Amount,” determined as the sum of 2.1875% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

•

20% of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

ii. Annual Incentive Fee Based on Capital Gains.

The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A) 20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from April 1, 2013. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A) above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 20% of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three and nine months ended September 30, 2016, the Company incurred Incentive Fees based on income of $5,459 and $8,948, respectively. For the three months ended September 30, 2016, the Company recorded a reduction of incentive fees of $224 related to a prior period.

As of September 30, 2016, $5,683 remained payable. For the three and nine months ended September 30, 2015, the Company incurred Incentive Fees based on income of $3,515 and $11,426, respectively. For the three and nine months ended September 30, 2016 and 2015, the Company did not accrue any Incentive Fees based on capital gains.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Administrator and the Custodian of $212 and $633, respectively. As of September 30, 2016, $360 remained payable. For the three and nine months ended September 30, 2015, the Company incurred expenses for services provided by the Administrator and the Custodian of $194 and $577, respectively.

Transfer Agent Fees

Effective May 2, 2016, the Company entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. From the IPO to May 1, 2016, State Street Bank and Trust Company served as the Transfer Agent and dividend agent. Prior to the IPO, Goldman, Sachs & Co. was the Transfer Agent. For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Transfer Agent of $1 and $21, respectively. As of September 30, 2016, $4 remained payable. For the three and nine months ended September 30, 2015, the Company incurred expenses for services provided by the Transfer Agent of $14 and $66, respectively.

Reimbursement from Investment Adviser

In connection with the IPO, the Investment Adviser paid 70%, or approximately $5,040, of the sales load. In addition, in April 2015, the Investment Adviser paid 70%, or approximately $756, of the sales load related to the exercise of the underwriters’ over-allotment option.

10b5-1 Plan

Goldman, Sachs & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provided for the purchase by Goldman, Sachs & Co. in the open market up to the lesser of (i) $25,000 in the aggregate of the Company’s common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of the Company’s common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required Goldman, Sachs & Co. to purchase shares of the Company’s common stock when the market price per share was below the Company’s most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). The purchase of shares by Goldman, Sachs & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law, including Regulation M. Under the GS 10b5-1 Plan, Goldman, Sachs & Co. increased the volume of purchases made anytime the market price per share of the Company’s common stock declined below the most recently reported NAV per share, subject to volume restrictions. Purchases of the Company’s common stock by Goldman, Sachs & Co. under the GS 10b5-1 Plan may have resulted in the price of the Company’s common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, Goldman, Sachs & Co. purchased 432,638 shares of the Company’s common stock pursuant to the GS 10b5-1 Plan.

Common Stock Repurchase Plans

In February 2015, the Company’s Board of Directors approved a common stock repurchase plan (the “Company Repurchase Plan”), which authorized the Company’s purchase of up to $35,000 of its common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan which expired on March 18, 2016.

In February 2016, the Company’s Board of Directors authorized the Company to repurchase up to $25,000 of the Company’s common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In connection with this authorization, the Company entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company 10b5-1 Plan provides that purchases will be conducted on the open market on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of the Company’s outstanding common stock by Group Inc. and Goldman, Sachs & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of such purchase) or (ii) cause the Company’s debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016) and expires on March 18, 2017.

The Company’s repurchase of its common stock under the Company 10b5-1 Plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market. For the three and nine months ended September 30, 2016, the Company did not repurchase any of its common stock pursuant to the Company 10b5-1 Plan or otherwise.

Affiliates

As of September 30, 2016 and December 31, 2015, Group Inc. owned 17.85% and 16.67%, respectively, of the outstanding shares of the Company’s common stock.

The Company’s investments in affiliates for the nine months ended September 30, 2016 were as follows:


	Fair Value as of December 31, 2015		Gross Additions⁽⁴⁾		Gross Reductions⁽⁵⁾			Change in Unrealized Gains (Losses)			Fair Value as of September 30, 2016		Dividend and Interest Income		Other Income
Controlled Affiliates

Senior Credit Fund, LLC⁽¹⁾	$	44,897	$	22,925	$	–		$	1,930		$	69,752	$	4,650	$	1,618
Total Controlled Affiliates	$	44,897	$	22,925	$	–		$	1,930		$	69,752	$	4,650	$	1,618
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾	$	10,117	$	287,721	$	(297,835	)	$	–		$	3	$	32	$	–
CB-HDT Holdings, Inc.		–		12,578		–			898			13,476		–		–
Kawa Solar Holdings Limited		–		15,061		–			(7	)		15,054		387		–
Prairie Provident Resources, Inc.⁽³⁾		4,048		–		–			(1,427	)		2,621		–		–
NTS Communications, Inc.		–		41,275		–			1,400			42,675		–		6
Total Non-Controlled Affiliates	$	14,165	$	356,635	$	(297,835	)	$	864		$	73,829	$	419	$	6
Total Affiliates	$	59,062	$	379,560	$	(297,835	)	$	2,794		$	143,581	$	5,069	$	1,624

⁽¹⁾

Together with The Regents of the University of California (“Cal Regents”, and collectively with the Company, the “Members”), the Company co-invests through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it has control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

⁽²⁾

Fund advised by an affiliate of Goldman Sachs.

⁽³⁾

Formerly known as Lone Pine Resources CDA, Ltd.

⁽⁴⁾

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

⁽⁵⁾

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

The Company’s investments in affiliates for the year ended December 31, 2015 were as follows:


	Fair Value as of December 31, 2014		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾			Change in Unrealized Gains (Losses)			Fair Value as of December 31, 2015		Dividend Income		Other Income
Controlled Affiliates

Senior Credit Fund, LLC⁽¹⁾	$	24,627	$	21,167	$	–		$	(897	)	$	44,897	$	3,992	$	681
Total Controlled Affiliates	$	24,627	$	21,167	$	–		$	(897	)	$	44,897	$	3,992	$	681
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund⁽²⁾	$	29,568	$	397,861	$	(417,312	)	$	–		$	10,117	$	3	$	–
Lone Pine Resources CDA, Ltd. (Preferred Stock)		5,946		–		–			(1,898	)		4,048		–		–
Lone Pine Resources CDA, Ltd. (Common Stock)		632		–		–			(632	)		–		–		–
Total Non-Controlled Affiliates	$	36,146	$	397,861	$	(417,312	)	$	(2,530	)	$	14,165	$	3	$	–
Total Affiliates	$	60,773	$	419,028	$	(417,312	)	$	(3,427	)	$	59,062	$	3,995	$	681

⁽¹⁾

Together with Cal Regents, the Company co-invests through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it has control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.

⁽²⁾

Fund advised by an affiliate of Goldman Sachs.

⁽³⁾

⁽⁴⁾

4.	INVESTMENTS

As of the dates indicated, the Company’s investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $3 and $10,117, respectively) consisted of the following:


	September 30, 2016				December 31, 2015
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	446,308	$	436,982	$	425,536	$	420,098
1st Lien/Last-Out Unitranche		328,202		314,446		308,108		305,727
2nd Lien/Senior Secured Debt		298,893		284,554		312,831		285,470
Preferred Stock		31,510		32,221		25,615		24,872
Common Stock		11,632		5,013		4,446		–
Investment Funds & Vehicles¹		69,092		69,752		46,167		44,897
Total Investments	$	1,185,637	$	1,142,968	$	1,122,703	$	1,081,064

Includes equity investments in the Senior Credit Fund.

As of the dates indicated, the industry composition of the Company’s portfolio at fair value was as follows:


Industry	September 30, 2016			December 31, 2015
Software		10.0	%		3.2	%
Internet Software & Services		8.6			9.1
Diversified Telecommunication Services		7.7			6.4
Building Products		6.5			3.1
Health Care Technology		6.1			6.5
Investment Funds & Vehicles		6.1			4.2
Electronic Equipment, Instruments & Components		5.6			6.1
Professional Services		5.4			6.3
Real Estate Management & Development		5.1			7.8
Air Freight & Logistics		3.8			4.1
Media		3.8			4.2
Health Care Providers & Services		3.3			3.7
Machinery		3.2			3.4
Aerospace & Defense		2.7			4.1
Health Care Equipment & Supplies		2.7			2.9
Specialty Retail		2.6			2.8
Household Products		2.6			2.5
Distributors		2.6			–
Commercial Services & Supplies		2.5			3.2
Marine		1.9			1.9
Auto Components		1.7			1.8
Construction & Engineering		1.3			1.4
Energy Equipment & Services		1.1			1.5
Computers & Peripherals		1.1			1.2
Food Products		0.9			0.8
Leisure Equipment & Products		0.9			3.5
Oil, Gas & Consumable Fuels		0.2			2.5
Diversified Financial Services		–			1.8
Total		100.0	%		100.0	%

As of the dates indicated, the geographic composition of the Company’s portfolio at fair value was as follows:


Geographic	September 30, 2016			December 31, 2015
United States		98.5	%		98.2	%
Germany		1.3			1.4
Canada		0.2			0.4
Total		100.0	%		100.0	%

Senior Credit Fund, LLC

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. Effective July 18, 2014, the Company agreed to a joint venture with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of the Company and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100,000. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which the Company and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers.

The Senior Credit Fund has entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC, as lender, and Natixis, New York Branch (“Natixis”), as the facility agent. The Subscription Facility provides for borrowings in an aggregate amount up to $50,000 on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders are secured by the unfunded subscriptions of the Company and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated. As of September 30, 2016 and December 31, 2015, the Senior Credit Fund’s outstanding borrowings under the Subscription Facility were $0 and $45,700, respectively. SPV I has entered into a revolving credit facility (the “SPV I Revolving Credit Facility”) and term loan facility (the “SPV I Term Loan Facility” and, together with the SPV I Revolving Credit Facility, as amended, the “Asset Based Facility”) with various lenders. For the Asset Based Facility, Natixis serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400,000. The SPV I Revolving Credit Facility provides for borrowings in an aggregate amount up to $185,000 on a committed basis. As of September 30, 2016, the SPV I Term Loan Facility consisted of a $115,000 fully drawn term loan. As of September 30, 2016 and December 31, 2015, the SPV I’s outstanding borrowings under the Asset Based Facility were $229,967 and $139,850, respectively.

As of September 30, 2016 and December 31, 2015, the Company and Cal Regents had subscribed to fund and contributed the following to the Senior Credit Fund:


	September 30, 2016				December 31, 2015
Member	Subscribed to fund		Contributed		Subscribed to fund		Contributed
Company	$	100,000	$	69,092	$	100,000	$	46,167
Cal Regents		100,000		69,092		100,000		46,167
Total	$	200,000	$	138,184	$	200,000	$	92,334

As of September 30, 2016 and December 31, 2015, the Senior Credit Fund had total investments in senior secured debt at fair value of $392,260 and $285,586, respectively. As of September 30, 2016 and December 31, 2015, the Senior Credit Fund had no investments on non-accrual status. In addition, as of September 30, 2016 and December 31, 2015, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4,614 and $21,830, respectively. Additionally, as of September 30, 2016, the Senior Credit Fund had one unfunded commitment totaling $3,356 and no unfunded commitments as of December 31, 2015.

In October 2014, the Senior Credit Fund purchased seven investments at fair value, as prescribed under the valuation procedures in Note 2 “Significant Accounting Policies”, from the Company for an aggregate purchase price of approximately $97,640. In connection with the transaction, the Company recorded a realized gain of $2.

Below is a summary of the Senior Credit Fund’s portfolio, excluding an investment in a money market fund managed by an affiliate of Group Inc., followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2016 and December 31, 2015:


	As of
	September 30, 2016		December 31, 2015
Total senior secured debt⁽¹⁾	$	399,292	$	291,512
Weighted average current interest rate on senior secured debt⁽²⁾		6.6%		6.3%
Number of borrowers in the Senior Credit Fund		32		22
Largest loan to a single borrower⁽¹⁾	$	23,685	$	23,820

⁽¹⁾

At par amount.

⁽²⁾

Computed as the (a) annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount.

Senior Credit Fund Portfolio as of September 30, 2016

Portfolio Company

Industry

Interest

Maturity

Par
Amount

Cost

Fair
Value

1st Lien/Senior Secured Debt

Acrisure, LLC⁽⁺⁾

Insurance

L + 5.50% (1.00% Floor)

05/19/2022

6,627

6,530

6,640

Acrisure, LLC⁽¹⁾⁽²⁾

Insurance

L + 5.50% (1.00% Floor)

05/19/2022

3,356

(50

)

Affordable Care Holding Corp.⁽⁺⁺⁾

Health Care Providers & Services

L + 4.75% (1.00% Floor)

10/22/2022

4,962

4,873

4,962

ATX Networks Corp.^{(++) (3)}

Communications Equipment

L + 6.00% (1.00% Floor)

06/11/2021

15,810

15,672

15,415

ATX Networks Corp.⁽⁺⁺⁾

Communications Equipment

L + 6.00% (1.00% Floor)

06/11/2021

1,000

970

974

Badger Sportswear, Inc.⁽³⁾

Textiles, Apparel & Luxury Goods

L + 4.50% (1.00% Floor)

09/09/2023

15,000

14,850

ConvergeOne Holdings Corporation^{(+) (4)}

Communications Equipment

L + 5.00% (1.00% Floor)

06/17/2020

15,846

15,763

15,727

Crowne Group, LLC⁽⁺⁺⁾

Auto Components

L + 9.25% (1.00% Floor)

05/26/2021

17,000

16,837

16,830

DBRS Limited⁽⁺⁺⁾

Capital Markets

L + 5.25% (1.00% Floor)

03/04/2022

11,820

11,723

11,591

DiscoverOrg, LLC^{(+++) (5)}

Software

L + 4.50% (1.00% Floor)

06/02/2020

7,247

7,220

7,174

Edgewood Partners Insurance Center⁽⁺⁾

Insurance

L + 6.00% (1.00% Floor)

03/16/2023

15,920

15,619

15,960

Explorer Holdings, Inc.⁽⁺⁺⁾

Health Care Technology

L + 5.00% (1.00% Floor)

05/02/2023

9,975

9,877

10,040

GK Holdings, Inc.⁽⁺⁺⁾

IT Services

L + 5.50% (1.00% Floor)

01/20/2021

17,685

17,596

17,464

HC Group Holdings III, Inc.⁽⁺⁺⁾

Health Care Providers & Services

L + 5.00% (1.00% Floor)

04/07/2022

8,910

8,873

8,988

Help/Systems, LLC⁽⁺⁺⁾

Software

L + 5.25% (1.00% Floor)

10/08/2021

15,880

15,329

15,748

Imagine! Print Solutions, Inc.⁽⁺⁺⁾

Commercial Services & Supplies

L + 6.00% (1.00% Floor)

03/30/2022

4,977

4,919

5,021

Jill Acquisition LLC⁽⁺⁺⁾

Textiles, Apparel & Luxury Goods

L + 5.00% (1.00% Floor)

05/08/2022

15,845

15,738

15,568

Lattice Semiconductor Corporation⁽⁺⁺⁺⁾

Semiconductors & Semiconductor Equipment

L + 4.25% (1.00% Floor)

03/10/2021

12,016

11,824

11,956

Liquidnet Holdings, Inc.^{(++) (4)}

Capital Markets

L + 6.75% (1.00% Floor)

05/22/2019

23,009

22,701

22,664

Loar Group, Inc.⁽⁺⁺⁾

Aerospace & Defense

L + 4.75% (1.00% Floor)

01/12/2022

9,950

9,702

9,900

MB Aerospace Holdings Inc.⁽⁺⁺⁾

Aerospace & Defense

L + 5.50% (1.00% Floor)

12/15/2022

15,889

15,743

15,730

Netsmart Technologies, Inc.⁽⁺⁾

Health Care Technology

L + 4.75% (1.00% Floor)

04/19/2023

5,985

5,927

6,007

Oasis Outsourcing Holdings, Inc.⁽⁺⁾

Diversified Financial Services

L + 4.75% (1.00% Floor)

12/24/2021

3,990

3,980

4,004

PGX Holdings, Inc.^{(++) (4)}

Professional Services

L + 4.75% (1.00% Floor)

09/29/2020

13,671

13,599

13,637

Pomeroy Group LLC⁽⁺⁺⁾

IT Services

L + 6.00% (1.00% Floor)

11/30/2021

15,960

15,493

15,541

Precyse Acquisition Corp.⁽⁺⁾

Health Care Technology

L + 5.50% (1.00% Floor)

10/20/2022

4,988

4,915

5,019

RealD, Inc.⁽⁺⁺⁺⁾

Media

L + 7.50% (1.00% Floor)

03/22/2021

16,915

16,754

16,746

Research Now Group, Inc.⁽⁺⁺⁾

Professional Services

L + 4.50% (1.00% Floor)

03/18/2021

9,616

9,494

9,328

SciQuest, Inc.⁽⁺⁺⁾

Internet Software & Services

L + 4.75% (1.00% Floor)

07/28/2023

14,000

13,931

13,930

Smarte Carte, Inc.⁽⁺⁺⁾

Air Freight & Logistics

L + 5.50% (1.00% Floor)

08/30/2021

11,356

11,245

11,243

Tronair Parent Inc.⁽³⁾

Air Freight & Logistics

L + 4.75% (1.00% Floor)

09/08/2023

14,000

13,860

Veresen Midstream Limited Partnership⁽⁺⁺⁾

Energy Equipment & Services

L + 4.25% (1.00% Floor)

03/31/2022

10,835

10,634

10,736

Zep Inc.⁽⁺⁺⁾

Chemicals

L + 4.50% (1.00% Floor)

06/27/2022

5,431

5,408

5,438

Total 1st Lien/Senior Secured Debt

367,549

368,697

1st Lien/First-Out Unitranche

Infogix, Inc.⁽⁺⁺⁾

Software

L + 5.00% (1.00% Floor)

12/31/2021

9,821

9,733

9,723

Total 1st Lien/First-Out Unitranche

9,733

9,723

2nd Lien/Senior Secured Debt

DiscoverOrg, LLC^{(+++) (5)}

Software

L + 9.00% (1.00% Floor)

02/10/2022

8,000

7,853

7,840

GK Holdings, Inc.⁽⁺⁺⁾

IT Services

L + 9.50% (1.00% Floor)

01/20/2022

6,000

5,900

6,000

Total 2nd Lien/Senior Secured Debt

13,753

13,840

Total Corporate Debt

391,035

392,260

Yield

Shares

Cost

Fair
Value

Investments in Affiliated Money Market Fund

Goldman Sachs Financial Square Government Fund

0.30%⁽⁶⁾

4,613,765

4,614

Total Investments in Affiliated Money Market Fund

4,614

TOTAL INVESTMENTS

395,649

396,874

⁽⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 1 month LIBOR, which as of September 30, 2016 was 0.53%.

⁽⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 3 month LIBOR, which as of September 30, 2016 was 0.85%.

⁽⁺⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 6 month LIBOR, which as of September 30, 2016 was 1.24%.

⁽¹⁾

⁽²⁾

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

⁽³⁾

Position or portion thereof unsettled as of September 30, 2016.

⁽⁴⁾

Initial investment was purchased at fair value from the Company in October 2014.

⁽⁵⁾

The Company also holds a portion of the 2nd lien/senior secured debt in this portfolio company.

⁽⁶⁾

The rate shown is the annualized seven-day yield as of September 30, 2016.

L – LIBOR

Senior Credit Fund Portfolio as of December 31, 2015

Portfolio Company

Industry

Interest

Maturity

Par
Amount

Cost

Fair

Value

1st Lien/Senior Secured Debt

Affordable Care Holding Corp.⁽⁺⁺⁾

Health Care Providers & Services

L + 4.75% (1.00% Floor)

10/22/2022

5,000

4,901

4,900

Aperture Group, LLC^{(++) (1)}

Diversified Financial Services

L + 6.25% (1.00% Floor)

08/29/2019

17,855

17,657

17,623

ATX Networks Corp.⁽⁺⁺⁾

Communications Equipment

L + 6.00% (1.00% Floor)

06/12/2021

14,925

14,785

14,626

Cengage Learning Acquisitions, Inc.^(+) (1)

Diversified Consumer Services

L + 6.00% (1.00% Floor)

03/31/2020

15,000

14,741

14,588

ConvergeOne Holdings Corporation^(++) (2)

Communications Equipment

L + 5.00% (1.00% Floor)

06/17/2020

14,817

14,745

14,632

Crowne Group, LLC^{(++) (2)}

Auto Components

L + 5.00% (1.00% Floor)

09/30/2020

14,813

14,695

14,294

DBRS Limited⁽⁺⁺⁾

Capital Markets

L + 5.25% (1.00% Floor)

03/04/2022

11,910

11,802

11,821

DiscoverOrg, LLC⁽⁺⁾

Software

L + 4.50% (1.00% Floor)

06/02/2020

7,560

7,526

7,522

Epicor RSG US Inc.⁽⁺⁺⁾

Internet Software & Services

L + 5.25% (0.75% Floor)

06/23/2022

14,925

14,784

14,776

eResearchTechnology, Inc.⁽⁺⁺⁾

Health Care Technology

L + 4.50% (1.00% Floor)

05/08/2022

14,925

14,856

14,602

GK Holdings, Inc.⁽⁺⁺⁾

IT Services

L + 5.50% (1.00% Floor)

01/20/2021

17,820

17,719

17,464

HC Group Holdings III, Inc.⁽⁺⁺⁾

Health Care Providers & Services

L + 5.00% (1.00% Floor)

04/07/2022

8,978

8,936

8,910

Help/Systems, LLC⁽⁺⁺⁾

Software

L + 5.25% (1.00% Floor)

10/08/2021

15,000

14,410

14,681

Jill Acquisition LLC⁽⁺⁺⁾

Textiles, Apparel & Luxury Goods

L + 5.00% (1.00% Floor)

05/08/2022

14,963

14,893

14,588

Lattice Semiconductor Corporation⁽⁺⁺⁺⁾

Semiconductors & Semiconductor Equipment

L + 4.25% (1.00% Floor)

03/10/2021

12,166

11,944

11,315

Liquidnet Holdings, Inc.^{(++) (2)}

Capital Markets

L + 6.75% (1.00% Floor)

05/22/2019

22,481

22,134

21,694

MB Aerospace Holdings Inc.⁽¹⁾

Aerospace & Defense

L + 5.50% (1.00% Floor)

12/15/2022

12,500

12,375

PGX Holdings, Inc.^{(+++) (2)}

Professional Services

L + 4.75% (1.00% Floor)

09/29/2020

14,263

14,158

14,109

Research Now Group, Inc.⁽⁺⁺⁾

Professional Services

L + 4.50% (1.00% Floor)

03/18/2021

4,963

4,940

4,888

SkinnyPop Popcorn LLC^{(++) (2)}

Food Products

L + 4.50% (1.00% Floor)

07/17/2019

14,257

14,147

14,221

Veresen Midstream Limited Partnership⁽⁺⁺⁾

Energy Equipment & Services

L + 4.25% (1.00% Floor)

03/31/2022

10,918

10,698

10,699

Zep Inc.⁽⁺⁺⁾

Chemicals

L + 4.75% (1.00% Floor)

06/27/2022

5,473

5,447

5,438

Total 1st Lien/Senior Secured Debt

282,293

279,766

2nd Lien/Senior Secured Debt

GK Holdings, Inc^.(++)

IT Services

L + 9.50% (1.00% Floor)

01/20/2022

6,000

5,891

5,820

Total 2nd Lien/Senior Secured Debt

5,891

5,820

Total Corporate Debt

288,184

285,586

Yield

Shares

Cost

Fair

Value

Investments in Affiliated Money Market Fund

Goldman Sachs Financial Square Government Fund

0.19%⁽³⁾

21,829,831

21,830

Total Investments in Affiliated Money Market Fund

21,830

TOTAL INVESTMENTS

310,014

307,416

⁽⁺⁾

⁽⁺⁺⁾

⁽⁺⁺⁺⁾

⁽¹⁾

Position or portion thereof unsettled as of December 31, 2015.

⁽²⁾

Initial investment was purchased at fair value from the Company in October 2014.

⁽³⁾

The rate shown is the annualized seven-day yield as of December 31, 2015.

L – LIBOR

Below is selected balance sheet information for the Senior Credit Fund as of September 30, 2016 and December 31, 2015:


	As of
	September 30, 2016		December 31, 2015
Selected Balance Sheet Information
Total investments, at fair value	$	396,874	$	307,416
Cash and other assets		8,905		7,579
Total assets	$	405,779	$	314,995

Debt ⁽¹⁾	$	229,059	$	184,983
Other liabilities		37,216		40,218
Total liabilities	$	266,275	$	225,201
Members’ equity		139,504		89,794
Total liabilities and members’ equity	$	405,779	$	314,995

⁽¹⁾

Net of deferred financing costs for the SPV I Term Loan Facility which were in the amount of $908 and $567 as of September 30, 2016 and December 31, 2015, respectively.

Below is selected statements of operations information for the Senior Credit Fund for the three and nine months ended September 30, 2016 and 2015:


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2016		2015			2016		2015
Selected Statements of Operations Information:
Total investment income	$	6,905	$	4,355		$	18,220	$	10,030

Expenses
Interest and credit facility expense		2,308		1,456			6,582		3,740
Excess loan origination and structuring fees		1,109		–			1,712		470
Professional fees		90		99			297		252
Administration and custodian fees		81		72			240		216
Other expenses		26		1			52		66
Total expenses		3,614		1,628			8,883		4,744
Total net income		3,291		2,727			9,337		5,286
Net realized gain (loss) on investments		–		–			–		50
Net change in unrealized appreciation (depreciation) on investments		1,829		(1,472	)		3,823		89
Net increase (decrease) in members’ equity	$	5,120	$	1,255		$	13,160	$	5,425

Loan Origination and Structuring Fees

If the loan origination and structuring fees earned by the Senior Credit Fund (including directly or indirectly through SPV I or another vehicle) during a period exceed the Senior Credit Fund’s expenses (excluding interest and credit facility expenses), such excess is paid as a fee to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by the Senior Credit Fund with respect to the loans originated by such Member. The loan origination and structuring fee is accrued quarterly and included in other income from controlled affiliated investments on the Consolidated Statements of Operations and paid annually. For the three and nine months ended September 30, 2016, the Company accrued income based on loan origination and structuring fees of $1,074 and $1,618, respectively. For the three and nine months ended September 30, 2015, the Company accrued income based on loan origination and structuring fees of $0 and $446, respectively.

5.	FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

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 types of financial instruments in this category include 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.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 Instruments.

Level 2 Instruments

Valuation Techniques and Significant Inputs

Equity and Fixed Income

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.

Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 3 Instruments.


Level 3 Instruments		Valuation Techniques and Significant Inputs
Bank Loans, Corporate Debt, and Other Debt Obligations		Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.
Equity		Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: • Transactions in similar instruments; • Discounted cash flow techniques; • Third party appraisals; and • Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: • Current financial performance as compared to projected performance; • Capitalization rates and multiples; and • Market yields implied by transactions of similar or related assets.

The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of September 30, 2016 and December 31, 2015. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien/Senior Secured is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.


Level 3 Instruments	Level 3 Assets as of September 30, 2016¹	Significant Unobservable Inputs by Valuation Techniques²	Range³ of Significant Unobservable Inputs (Weighted Average⁴) as of September 30, 2016
Bank Loans, Corporate Debt, and Other Debt Obligations	1st Lien/Senior Secured	Discounted cash flows:
	$341,817	• Discount Rate	8.2% – 14.8% (10.5%)
	1st Lien/Last-Out Unitranche	Discounted cash flows:
	$314,446	• Discount Rate	9.9% – 21.6% (13.1%)
	2nd Lien/Senior Secured	Discounted cash flows:
	$220,061	• Discount Rate	8.9% – 31.4% (11.8%)

		Comparable multiples:
		• EV/EBITDA⁵	6.4x – 10.7x (7.5x)
Equity	Preferred Stock	Discounted cash flows:
	$32,221	• Discount Rate	14.4% – 15.0% (12%)

		Comparable multiples:
		• EV/EBITDA⁵	5.7x – 11.9x (6.0x)
	Common Stock	Comparable multiples:
	$2,392	• EV/EBITDA⁵	5.7x – 11.9x (6.0x)

Included within Level 3 Assets of $952,242 is an amount of $41,305 in which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the level 3 balance encompasses both of these techniques.

The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.

⁴

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

⁵

Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization.


Level 3 Instruments	Level 3 Assets as of December 31, 2015¹	Significant Unobservable Inputs by Valuation Techniques²	Range³of Significant Unobservable Inputs (Weighted Average⁴) as of December 31, 2015
Bank Loans, Corporate Debt, and Other Debt Obligations	1st Lien/Senior Secured Debt	Discounted cash flows:
	$362,331	• Discount Rate	8.4% – 13.5% (10.9%)
	1st Lien/Last-Out Unitranche	Discounted cash flows:
	$305,727	• Discount Rate	10.5% – 12.7% (11.8%)
	2nd Lien/Senior Secured Debt	Discounted cash flows:
	$199,821	• Discount Rate	2.1% – 14% (11.6%)
Equity	Preferred Stock	Discounted cash flows:
	$24,872	• Discount Rate	10% – 12% (11.8%)
		Comparable multiples:
		• EV/EBITDA⁵ • EV/Production⁶	3.8x – 7.1x (4.9x) $13 – $40 ($27)

Included within Level 3 Assets of $950,631 is an amount of $57,880 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.

⁴

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investments. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

⁵

Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization.

⁶

Enterprise value of portfolio company as a multiple of oil and gas production (barrels of oil equivalent per day).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2016 and December 31, 2015. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market multiples would result in an increase or decrease, respectively, in the fair value.

The following is a summary of the Company’s assets categorized within the fair value hierarchy as of September 30, 2016:


Assets	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	–	$	53,860	$	383,122	$	436,982
1st Lien/Last-Out Unitranche		–		–		314,446		314,446
2nd Lien/Senior Secured Debt		–		64,493		220,061		284,554
Preferred Stock		–		–		32,221		32,221
Common Stock		–		2,621		2,392		5,013
Affiliated Money Market Fund		3		–		–		3
Subtotal	$	3	$	120,974	$	952,242	$	1,073,219
Investments measured at NAV¹								69,752
Total assets							$	1,142,971

Includes equity investments in the Senior Credit Fund.

The following is a summary of the Company’s assets categorized within the fair value hierarchy as of December 31, 2015:


Assets	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	–	$	57,767	$	362,331	$	420,098
1st Lien/Last-Out Unitranche		–		–		305,727		305,727
2nd Lien/Senior Secured Debt		–		27,769		257,701		285,470
Preferred Stock		–		–		24,872		24,872
Common Stock		–		–		–		–
Affiliated Money Market Fund		10,117		–		–		10,117
Subtotal	$	10,117	$	85,536	$	950,631	$	1,046,284
Investments measured at NAV¹								44,897
Total assets							$	1,091,181

Includes equity investments in the Senior Credit Fund.

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2016:


Level 3	Beginning Balance as of January 1, 2016		Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out			Ending Balance as of September 30, 2016
1st Lien/Senior Secured Debt	$	362,331	$	99,430	$	–		$	611		$	(80,300	)	$	1,050	$	–	$	–		$	383,122
1st Lien/Last-Out Unitranche		305,727		53,379		123			(11,375	)		(34,407	)		999		–		–			314,446
2nd Lien/Senior Secured Debt		257,701		79,808		(22,116	)		(6,762	)		(73,138	)		1,368		–		(16,800	)		220,061
Preferred Stock		24,872		10,686		–			1,454			–			–		–		(4,791	)		32,221
Common Stock		–		2,395		–			4,443			–			–		–		(4,446	)		2,392
Total assets	$	950,631	$	245,698	$	(21,993	)	$	(11,629	)	$	(187,845	)	$	3,417	$	–	$	(26,037	)	$	952,242

⁽¹⁾

Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

⁽²⁾

Change in unrealized appreciation (depreciation) relating to assets still held at September 30, 2016 totaled $(10,624), consisting of the following: 1st Lien/Senior Secured Debt $611, 1st Lien/Last-Out Unitranche $(11,375), 2nd Lien/Senior Secured Debt $(5,757), Preferred Stock $1,454, and Common Stock $4,443.

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2015:


Level 3	Beginning Balance as of January 1, 2015		Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out		Ending Balance as of September 30, 2015
1st Lien/Senior Secured Debt	$	176,931	$	201,262	$	(98	)	$	1,791		$	(20,135	)	$	815	$	–	$	–	$	360,566
1st Lien/Last-Out Unitranche		275,567		36,496		–			(204	)		(7,823	)		901		–		–		304,937
2nd Lien/Senior Secured Debt		304,541		47,923		–			(4,605	)		(51,000	)		1,644		–		–		298,503
Preferred Stock		26,358		308		–			(1,775	)		–			–		–		–		24,891
Common Stock		632		10,000		–			(632	)		–			–		–		–		10,000
Total assets	$	784,029	$	295,989	$	(98	)	$	(5,425	)	$	(78,958	)	$	3,360	$	–	$	–	$	998,897

⁽¹⁾

Purchases may include securities received in corporate actions and PIK. Sales and Settlements may include securities delivered in corporate actions.

⁽²⁾

Change in unrealized appreciation (depreciation) relating to assets still held at September 30, 2015 totaled $(4,052) consisting of the following: 1st Lien/Senior Secured Debt $1,660, 1st Lien/Last-Out Unitranche $(204), 2nd Lien/Senior Secured Debt $(3,101), Preferred Stock $(1,775), and Common Stock $(632).

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the nine months ended September 30, 2016, transfers from Level 3 to Level 2 were due to increased price transparency.

Debt

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of September 30, 2016 and December 31, 2015, approximates its carrying value.

DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is only allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 2 to 1 after such borrowing. As of September 30, 2016 and December 31, 2015, the Company’s outstanding borrowings were $471,250 and $419,000, respectively, and the Company’s asset coverage ratio was 2.43 to 1 and 2.64 to 1, respectively.

Revolving Credit Facility

On September 19, 2013, the Company entered into a revolving credit facility (as amended, the “Revolving Credit Facility”) with various lenders. SunTrust Bank serves as administrative agent and Bank of America N.A. serves as syndication agent under the Revolving Credit Facility.

On October 3, 2014, the Company amended and restated the Revolving Credit Facility to, among other things:

•

increase the aggregate borrowing amount of $340,000 to $485,000 on a committed basis;

•

increase the total borrowing capacity from a maximum of $500,000 to $900,000;

•

extend the maturity date from September 19, 2017 to October 3, 2019; and

•

reduce the applicable margin of borrowings with respect to (i) any loan bearing interest at a rate determined by reference to the alternate base rate from 1.50% to 1.25% and (ii) any loan bearing interest at a rate determined by reference to the adjusted LIBOR rate from 2.50% to 2.25%.

On January 16, 2015, the Company exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $535,000, on a committed basis.

On March 27, 2015, the Company exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560,000, on a committed basis.

On November 3, 2015, the Company further amended the Revolving Credit Facility to, among other things:

•

increase the aggregate borrowing amount to $570,000 on a committed basis;

•

increase the total borrowing capacity to a maximum of $1,000,000;

•

extend the final maturity date to November 4, 2020; and

•

reduce the applicable margin of borrowings with respect to (i) any loan bearing interest at a rate determined by reference to the alternate base rate from 1.25% to 0.75% or 1.00%, subject to borrowing base conditions and (ii) any loan bearing interest at a rate determined by reference to the adjusted LIBOR rate from 2.25% to 1.75% or 2.00%, subject to borrowing base conditions.

Borrowings under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either LIBOR plus an applicable margin or an applicable margin plus the higher of the Prime Rate, Federal Funds Rate plus 0.5% or overnight LIBOR plus 1.0%. Interest is payable quarterly in arrears. The Company pays a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on November 4, 2020.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially the Company’s entire portfolio of investments and cash. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of $458,159, subject to increase pending certain equity sales, (ii) maintaining an asset coverage ratio of at least 2 to 1, (iii) maintaining a minimum liquidity test of at least 10% of the covered debt amount during any period when the adjusted covered debt balance is greater than 90% of the adjusted borrowing base, as defined in the Revolving Credit Facility, and (iv) complying with restrictions on industry concentrations in the Company’s investment portfolio. As of September 30, 2016, the Company was in compliance with these covenants.

Costs of $8,247 were incurred in connection with obtaining and amending the Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method.

The summary information of the Revolving Credit Facility for the three and nine months ended September 30, 2016 and 2015 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Borrowing interest expense	$	3,206	$	2,568	$	8,632	$	6,114
Facility fees		118		190		369		674
Amortization of financing costs		304		295		908		868
Total	$	3,628	$	3,053	$	9,909	$	7,656
Weighted average interest rate		2.55%		2.47%		2.50%		2.47%
Average outstanding balance	$	500,070	$	412,304	$	460,469	$	331,608

7.	COMMITMENTS AND CONTINGENCIES

Commitments

The Company may enter into commitments to fund investments. The Company had the following unfunded commitments by investment types as of the dates indicated:


	September 30, 2016							December 31, 2015
	Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾			Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
Legacy Buyer Corp.		10/24/2019	$	800	$	(16	)		10/24/2019	$	2,500	$	(31	)
Elemica, Inc.		07/07/2021		6,000		(135	)		–		–		–
Total 1st Lien/Senior Secured Debt				6,800		(151	)				2,500		(31	)
1st Lien/Last-Out Unitranche
Associations, Inc.		–		–		–			12/22/2018		3,511		(61	)
Total 1st Lien/Last-Out Unitranche				–		–					3,511		(61	)
Total			$	6,800	$	(151	)			$	6,011	$	(92	)

⁽¹⁾

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾

Net of capitalized fees, expenses, and original issue discounts.

⁽³⁾

A negative fair value was reflected as investments, at fair value in the Consolidated Statements of Assets and Liabilities. The negative fair value is the result of the capitalized discount on the loan.

Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

8.	NET ASSETS

Equity Issuances

On March 23, 2015, the Company completed its IPO, issuing 6,000,000 shares at $20.00 per share. Net of offering and underwriting costs, the Company received cash proceeds of $114,568.

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2016:


Date Declared	Record Date	Payment Date	Amount Per Share
February 25, 2016	March 31, 2016	April 15, 2016	$0.45
May 3, 2016	June 30, 2016	July 15, 2016	$0.45
August 2, 2016	September 30, 2016	October 17, 2016	$0.45

The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2015:


Date Declared	Record Date	Payment Date	Amount Per Share
February 25, 2015	March 31, 2015	April 30, 2015	$0.45
May 13, 2015	June 30, 2015	July 15, 2015	$0.45
August 4, 2015	September 30, 2015	October 15, 2015	$0.45

Dividend Reinvestment Plan

Concurrent with the IPO, the Company adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution.

The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the nine months ended September 30, 2016 to stockholders who had not opted out of the dividend reinvestment plan:


Date Declared	Record Date	Payment Date	Shares
November 3, 2015	December 31, 2015	January 28, 2016	8,206
February 25, 2016	March 31, 2016	April 15, 2016	5,555
May 3, 2016	June 30, 2016	July 15, 2016	8,937

The following table summarizes shares distributed pursuant to the dividend reinvestment plan during the nine months ended September 30, 2015 to stockholders who had not opted out of the dividend reinvestment plan:


Date Declared	Record Date	Payment Date	Shares
February 25, 2015	March 31, 2015	April 30, 2015	6,982
May 13, 2015	June 30, 2015	July 15, 2015	5,336

9.	EARNINGS PER SHARE

The following information sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Numerator for basic and diluted earnings per share - increase in net assets resulting from operations	$	22,663	$	13,483	$	35,064	$	45,441
Denominator for basic and diluted earnings per share - weighted average shares outstanding		36,320,014		36,292,619		36,312,852		34,270,102
Basic and diluted earnings per share	$	0.62	$	0.37	$	0.97	$	1.33

Diluted earnings per share equals basic earnings per share because there were no common stock equivalents outstanding during the periods presented.

10.

FINANCIAL HIGHLIGHTS

Below is the schedule of financial highlights of the Company for the nine months ended September 30, 2016 and 2015:


	For the Nine Months Ended September 30, 2016			For the Nine Months Ended September 30, 2015
Per Share Data:⁽¹⁾
Net asset value, beginning of period	$	18.97		$	19.56
Net investment income (loss)		1.60			1.52
Net realized and unrealized gains (losses)		(0.64	)		(0.26	)

Net increase (decrease) in net assets resulting from operations		0.96			1.26

Cost of issuance of common stock, net of underwriting and offering costs		–			(0.09	)
Distributions declared from net investment income⁽²⁾		(1.35	)		(1.34	)
Distributions declared from net realized gains⁽²⁾		–			(0.01	)

Total increase (decrease) in net assets		(0.39	)		(0.18	)

Net asset value, end of period	$	18.58		$	19.38

Market price, end of period	$	21.77		$	18.41

Shares outstanding, end of period		36,321,374			36,293,445
Total return based on net asset value⁽³⁾		4.89%			5.71%
Total return based on market value⁽⁴⁾		22.70%			(1.79)%

Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period	$	674,970		$	703,539
Ratio of expenses (without incentive fees and interest and credit facility expenses) to average net assets⁽⁵⁾		3.44%			3.00%
Ratio of interest and credit facility expenses to average net assets⁽⁶⁾		1.96%			1.54%
Ratio of incentive fees to average net assets⁽⁶⁾		1.77%			2.29%
Ratio of total expenses to average net assets⁽⁵⁾		7.17%			6.83%
Ratio of net investment income to average net assets⁽⁵⁾⁽⁷⁾		11.45%			10.51%
Portfolio turnover		13%			8%

⁽¹⁾

The per share data was derived by using the weighted average shares outstanding during the applicable period.

⁽²⁾

The per share data for distributions declared reflects the actual amount of distributions declared per share for the applicable period.

⁽³⁾

Total return based on net asset value is calculated as the change in net asset value per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan.

⁽⁴⁾

Total return based on market value is calculated as the change in market value per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan. For the nine months ended September 30, 2015, the beginning market value per share is based on the initial public offering price of $20.00 per share.

⁽⁵⁾

Annualized except for certain operating expenses.

⁽⁶⁾

Annualized.

⁽⁷⁾

For the nine months ended September 30, 2016 and 2015, annualized except for certain components of other income.

11.

SUBSEQUENT EVENTS

Subsequent events after the Consolidated Statements of Assets and Liabilities date have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On October 3, 2016, the Company closed an offering of $115,000 aggregate principal amount of unsecured convertible notes (the “Convertible Notes”), which amount includes $15,000 aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, based on an initial conversion rate of 40.8397 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016. The Company will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110,900. The Company used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.

On November 1, 2016, the Company’s Board of Directors declared a quarterly distribution of $0.45 per share payable on or about January 17, 2017 to holders of record as of December 31, 2016.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiary, as the context may require. The discussion and analysis contained in this section refers 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”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through September 30, 2016, we have originated more than $1.60 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, first lien/last-out unitranche 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 company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. From time to time, we may find another lender to provide the “first out” portion of such loan and 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 payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. The term “mezzanine” refers to a loan that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness.

We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” to refer to companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $5 million and $75 million annually. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another account managed by Goldman Sachs. The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion. In addition, part of our strategy involves a joint venture with the Regents of the University of California (“Cal Regents”) through the Senior Credit Fund, LLC (the “Senior Credit Fund”). The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies.

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 revenue 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”) interest. 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 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 Accounts (as defined below), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fees as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Expenses

Our primary operating expenses include the payment of the Management Fee and the Incentive Fee to Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman, Sachs & Co., our investment adviser (the “Investment Adviser”), legal and professional fees, interest and credit facility 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. We bear all other costs and expenses of our operations and transactions in accordance with our Investment Management Agreement and Administration Agreement, including those relating to:

•

our operational and organizational expenses;

•

fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

•

interest payable on debt, if any, incurred to finance our investments;

•

fees and expenses incurred by us in connection with membership in investment company organizations;

•

brokers’ commissions;

•

the expenses of and fees for registering or qualifying our shares for sale and of maintaining our registration and registering us as a broker or a dealer

•

fees and expenses associated with calculating our net asset value (“NAV”) (including the costs and expenses of any independent valuation firm);

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

the fees and expenses of our administrator, transfer agent or sub-transfer agent;

•

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our shares;

•

the fees and expenses of our directors who are not affiliated with our Investment Adviser;

•

the cost of preparing and distributing reports, proxy statements and notices to our stockholders, the SEC and other regulatory authorities;

•

costs of holding stockholder meetings;

•

listing fees;

•

the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

•

insurance premiums; and

•

costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Costs relating to future offerings of securities would be incremental.

Leverage

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrust Bank as the administrative agent and Bank of America, N.A. as the syndication agent, allows us to 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 stockholders. 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 2 to 1 after such borrowing. 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. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 2 to 1, we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). 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 and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

As of September 30, 2016 and December 31, 2015, our portfolio (excluding our investment in a money market fund managed by an affiliate of the Goldman Sachs Group, Inc. (“Group Inc.”) of $0.00 million and $10.12 million, respectively) consisted of the following:


	As of
	September 30, 2016							December 31, 2015
	Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value
	*($ in millions)*							*($ in millions)*
First Lien/Senior Secured Debt	$	446.31	$	436.98		38.3	%	$	425.53	$	420.10		38.9	%
First Lien/Last-Out Unitranche		328.20		314.45		27.5			308.10		305.72		28.3
Second Lien/Senior Secured Debt		298.90		284.56		24.9			312.83		285.47		26.4
Preferred Stock		31.51		32.22		2.8			25.62		24.87		2.3
Common Stock		11.63		5.01		0.4			4.45		–		–
Investment Funds & Vehicles		69.09		69.75		6.1			46.17		44.90		4.1

Total Investments	$	1,185.64	$	1,142.97		100.00	%	$	1,122.70	$	1,081.06		100.0	%

As of September 30, 2016 and December 31, 2015, the weighted average yield on our portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc.), at cost and fair value, were as follows:


	As of
	September 30, 2016				December 31, 2015
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Weighted Average Yield
First Lien/Senior Secured Debt⁽¹⁾		10.8%		12.0%		10.6%		11.2%
First Lien/Last-Out Unitranche⁽¹⁾		9.3%		10.8%		10.9%		11.2%
Second Lien/Senior Secured Debt⁽¹⁾		10.8%		12.3%		11.1%		13.0%
Preferred Stock⁽¹⁾		8.0%		7.9%		9.8%		10.0%
Common Stock⁽¹⁾		–%		–%		–%		–%
Investment Funds & Vehicles⁽²⁾		14.5%		14.7%		13.0%		13.0%
Total Portfolio⁽¹⁾		10.4%		11.8%		10.9%		11.7%

⁽¹⁾

Computed based on the (a) annual stated interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value, respectively.

⁽²⁾

Computed based on the net investment income earned from the Senior Credit Fund for the respective trailing twelve months ended on the measurement date, which may include dividend income and loan origination and structuring fees, divided by our average member’s equity at cost and fair value, adjusted for equity contributions.

The following table presents certain selected information regarding our investment portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc.) as of September 30, 2016 and December 31, 2015:


	As of
	September 30, 2016		December 31, 2015
Number of portfolio companies⁽¹⁾		39		39
Percentage of performing debt bearing a floating rate⁽²⁾		89.6%		87.0%
Percentage of performing debt bearing a fixed rate^{(2) (3)}		10.4%		13.0%
Weighted average leverage (net debt/EBITDA)⁽⁴⁾		4.6x		4.3x
Weighted average interest coverage⁽⁴⁾		2.9x		3.1x
Median EBITDA⁽⁴⁾	$	24.19 million	$	28.02 million

⁽¹⁾

Includes the Senior Credit Fund as a single portfolio company. For details on the portfolio companies held within the Senior Credit Fund, refer to the Senior Credit Fund, LLC Selected Financial Data.

⁽²⁾

Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

⁽³⁾

Includes income producing preferred stock investments.

⁽⁴⁾

For a particular portfolio company, EBITDA typically represents net income before net interest expense, income tax expense, depreciation and amortization. The weighted average net debt to EBITDA represents the last dollar attachment point of our debt investments (net of cash) in our portfolio companies as a multiple of EBITDA. Weighted average net debt to EBITDA and median EBITDA have been calculated as a percentage of debt investments and income producing preferred investments, including the Company’s exposure to underlying debt investments in the Senior Credit Fund and excluding collateral loans where net debt to EBITDA may not be the appropriate measure of credit risk. The weighted average interest coverage ratio (EBITDA to total interest expense) of our portfolio companies reflects our performing portfolio companies’ EBITDA as a multiple of interest expense and has been calculated as a percentage of performing debt investments and income producing preferred investments, including the Company’s exposure to underlying debt investments in the Senior Credit Fund and excluding collateral loans. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

•

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

•

comparisons to our other portfolio companies in the industry, if any;

•

attendance at and participation in board meetings or presentations by portfolio companies; and

•

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. 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 (e.g., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system is as follows:

•

investments with a grade of 1 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

•

investments graded 2 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

•

investments graded 3 indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

•

an investment grade of 4 indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 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 our investment in a money market fund managed by an affiliate of Group Inc.) on the 1 to 4 grading scale as of September 30, 2016 and December 31, 2015.


	As of
	September 30, 2016					December 31, 2015
Investment Performance Rating	Fair Value		Percentage of Total Portfolio at Fair Value			Fair Value		Percentage of Total Portfolio at Fair Value
	*(in* *millions)*					*(in* *millions)*
Grade 1	$	201.27		17.6	%	$	108.80		10.1	%
Grade 2		770.07		67.4			797.09		73.7
Grade 3		171.63		15.0			175.17		16.2
Grade 4		–		–			–		–

Total Investments	$	1,142.97		100.0	%	$	1,081.06		100.0	%

The following table shows the amortized cost of our performing and non-accrual investments as of September 30, 2016 and December 31, 2015.


	As of
	September 30, 2016					December 31, 2015
	Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total Portfolio at Amortized Cost
	*(in* *millions)*					*(in* *millions)*
Performing	$	1,138.57		96.0	%	$	1,122.70		100.0	%
Non-accrual		47.07		4.0			–		–

Total Investments	$	1,185.64		100.0	%	$	1,122.70		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, 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 for the three months ended September 30, 2016 and 2015 by investment type:


	For the Three Months Ended
	September 30, 2016		September 30, 2015
	*($ in millions)*
Amount of investments committed at cost⁽¹⁾:
First Lien/Senior Secured Debt	$	77.99	$	114.17
First Lien/Last-Out Unitranche		5.72		29.69
Second Lien/Senior Secured Debt		40.44		44.10
Preferred Stock		8.04		–
Common Stock		–		10.00
Investment Funds & Vehicles		6.14		5.50

Total	$	138.33	$	203.46

Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	34.76	$	17.46
First Lien/Last-Out Unitranche		30.41		0.43
Second Lien/Senior Secured Debt		43.41		40.00
Preferred Stock		–		–
Common Stock		–		–
Investment Funds & Vehicles		–		–

Total	$	108.58	$	57.89

Net increase (decrease) in portfolio	$	29.75	$	145.57

Number of new investment commitments in new portfolio companies⁽²⁾		1		4
Total new investment commitment amount in new portfolio companies⁽²⁾	$	77.99	$	160.72
Average new investment commitment amount in new portfolio companies⁽²⁾	$	77.99	$	40.18
Weighted average remaining term for new investment commitments in new portfolio companies (in years)⁽²⁾⁽³⁾		4.8		5.2
Number of new investment commitments in existing portfolio companies⁽²⁾		4		3
Total new investment commitment amount in existing portfolio companies⁽²⁾	$	60.33	$	42.74
Percentage of new debt investment commitments in new portfolio companies at floating interest rates⁽²⁾		100.0%		100.0%
Percentage of new debt investment commitments in new portfolio companies at fixed interest rates⁽²⁾⁽⁴⁾		0.0%		0.0%
Weighted average stated interest rate of new investment commitments in new portfolio companies⁽²⁾		9.0%		9.1%
Weighted average spread over base rate of new floating rate investment commitments in new portfolio companies⁽²⁾		8.0%		8.1%
Weighted average stated interest rate on investments sold or paid down		9.3%		10.9%

⁽¹⁾

Net of capitalized fees, expenses and original issue discounts.

⁽²⁾

May include positions originated during the period but not held at the reporting date.

⁽³⁾

Calculated as of the end of the relevant period and the maturity date of the individual investments.

⁽⁴⁾

May include preferred stock investments.

RESULTS OF OPERATIONS

Our operating results for the three and nine months ended September 30, 2016 and 2015 were as follows:


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	*($ in millions)*
Total investment income	$	33.95		$	32.90		$	94.61		$	86.58
Net expenses		(14.98	)		(12.12	)		(35.80	)		(34.16	)

Net investment income (loss) before taxes		18.97			20.78			58.81			52.42
Excise tax expense		(0.29	)		(0.18	)		(0.73	)		(0.26	)

Net investment income (loss) after taxes		18.68			20.60			58.08			52.16
Net realized gain (loss) on investments		(21.99	)		(0.10	)		(21.99	)		(0.10	)
Net unrealized appreciation (depreciation) on investments		25.97			(7.02	)		(1.03	)		(6.62	)

Net increase in net assets resulting from operations	$	22.66		$	13.48		$	35.06		$	45.44

Net increase in net assets resulting from operations after tax 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 on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
	*($ in millions)*
Interest	$	29.65	$	30.28	$	85.27	$	80.48
Dividend income		2.47		1.98		6.57		4.49
Other income		1.83		0.64		2.78		1.61

Total investment income	$	33.95	$	32.90	$	94.62	$	86.58

Interest

Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $30.28 million for the three months ended September 30, 2015 to $29.65 million for the three months ended September 30, 2016, primarily due to a decrease in non-recurring prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts. Included in interest for the three months ended September 30, 2016 and 2015 is $0.43 million and $0.80 million, respectively, in prepayment premiums and $0.55 million and $0.90 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $80.48 million for the nine months ended September 30, 2015 to $85.27 million for the nine months ended September 30, 2016, primarily due to an increase in the average size of our portfolio year over year. The amortized cost of the portfolio increased from $1,167.22 million as of September 30, 2015 to $1,185.64 million as of September 30, 2016. Included in interest for the nine months ended September 30, 2016 and 2015 is $0.70 million and $1.38 million, respectively, in prepayment premiums and $1.11 million and $1.28 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.

Dividend income

Dividend income increased from $1.98 million for the three months ended September 30, 2015 to $2.47 million for the three months ended September 30, 2016 primarily as a result of increased distributions from the Senior Credit Fund during the three months ended September 30, 2016. The dividend income from Senior Credit Fund increased from $1.36 million for the three months ended September 30, 2015 to $1.83 million for the three months ended September 30, 2016.

Dividend income increased from $4.49 million for the nine months ended September 30, 2015 to $6.57 million for the nine months ended September 30, 2016 primarily as a result of increased distributions from the Senior Credit Fund during the nine months ended September 30, 2016. The dividend income from Senior Credit Fund increased from $2.64 million for the nine months ended September 30, 2015 to $4.65 million for the nine months ended September 30, 2016. See “Senior Credit Fund, LLC” below for further detail.

Other income

Other income increased from $0.64 million for the three months ended September 30, 2015 to $1.83 million for the three months ended September 30, 2016 primarily as a result of excess loan origination fee income accrued from the Senior Credit Fund.

Other income increased from $1.61 million for the nine months ended September 30, 2015 to $2.78 million for the nine months ended September 30, 2016 primarily as a result of excess loan origination fee income accrued from the Senior Credit Fund.

Expenses


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
	*($ in millions)*
Interest and credit facility expense	$	3.63	$	3.05	$	9.91	$	7.66
Management fees		4.29		4.09		12.61		11.20
Incentive fees		5.46		3.52		8.95		11.43
Professional fees		0.64		0.94		1.82		2.06
Administration, custodian and transfer agent fees		0.21		0.21		0.65		0.64
Directors’ fees		0.26		0.17		0.74		0.44
Other expenses		0.49		0.14		1.12		0.73

Total expenses	$	14.98	$	12.12	$	35.80	$	34.16

Interest and credit facility expense

Interest and credit facility expense increased from $3.05 million for the three months ended September 30, 2015 to $3.63 million for the three months ended September 30, 2016 primarily due to an increase in the average daily borrowings from $412.30 million to $500.07 million.

Interest and credit facility expense increased from $7.66 million for the nine months ended September 30, 2015 to $9.91 million for the nine months ended September 30, 2016 primarily due to an increase in the average daily borrowings from $331.61 million to $460.47 million.

Management Fees and Incentive Fees

Management Fees increased from $4.09 million for the three months ended September 30, 2015 to $4.29 million for the three months ended September 30, 2016 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees increased from $3.52 million for the three months ended September 30, 2015 to $5.46 million for the three months ended September 30, 2016 as a result of an increase in the cap on Incentive Fees for the period which is due to an increase in unrealized appreciation on portfolio companies.

Management Fees increased from $11.20 million for the nine months ended September 30, 2015 to $12.61 million for the nine months ended September 30, 2016 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees decreased from $11.43 million for the nine months ended September 30, 2015 to $8.95 million for the nine months ended September 30, 2016 as a result of a decrease in the cap on Incentive Fees for the period which is due to an increase in unrealized depreciation on portfolio companies.

Professional fees and other general and administrative expenses

Professional fees decreased from $0.94 million for the three months ended September 30, 2015 to $0.64 million for the three months ended September 30, 2016 due to a decrease in legal expenses; and other general and administrative expenses increased from $0.52 million for the three months ended September 30, 2015 to $0.96 million for the three months ended September 30, 2016 due to an increase in costs associated with servicing our investment portfolio.

Professional fees decreased from $2.06 million for the nine months ended September 30, 2015 to $1.82 million for the nine months ended September 30, 2016 due to a decrease in legal expenses; and other general and administrative expenses increased from $1.81 million for the nine months ended September 30, 2015 to $2.52 million for the nine months ended September 30, 2016 due to an increase in Directors’ fees and in costs associated with servicing our investment portfolio.

Net Realized Gains (Losses)

The realized gains and losses on fully exited and partially exited portfolio companies during the three and nine months ended September 30, 2016 and 2015 consisted of the following:


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	*($ in millions)*
Hunter Defense Technologies, Inc.⁽¹⁾	$	(22.12	)	$	–		$	(22.12	)	$	–
Liquidnet Holdings, Inc.		–			(0.10	)		–			(0.10	)
Other, net		0.13			–			0.13			–

Net realized gain (loss)	$	(21.99	)	$	(0.10	)	$	(21.99	)	$	(0.10	)

⁽¹⁾

Effective July 1, 2016, Hunter Defense Technologies, Inc. completed a restructuring whereby the second lien debt held by us was converted into non-interest bearing preferred and common equity. As a result, we realized a loss during the period.

Net Change in Unrealized Appreciation (Depreciation) on Investments

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 “Critical Accounting Policies—Valuation of Portfolio Investments.” Net change in unrealized appreciation (depreciation) on investments for the three and nine months ended September 30, 2016 and 2015 were as follows:


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	*($ in millions)*
Change in unrealized appreciation	$	39.43		$	3.15		$	31.73		$	6.95
Change in unrealized depreciation		(13.45	)		(10.17	)		(32.76	)		(13.57	)

Net change in unrealized appreciation (depreciation) on investments	$	25.98		$	(7.02	)	$	(1.03	)	$	(6.62	)

The change in unrealized appreciation (depreciation) on investments for the three and nine months ended September 30, 2016 and 2015 consisted of the following:


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	*($ in millions)*
Portfolio Company:
Artesyn Embedded Technologies, Inc.	$	0.55		$	0.10		$	(0.55	)	$	1.00
Associations, Inc.		(0.20	)		(0.05	)		0.33			0.03
Avenue Stores, LLC		(0.03	)		0.80			(0.40	)		0.96
Bolttech Mannings, Inc.		(2.86	)		(0.16	)		(6.02	)		(0.11	)
CB-HDT Holdings, Inc.		0.90			–			0.90			–
Data Driven Delivery Systems, LLC		(0.08	)		(0.03	)		(0.21	)		(0.03	)
DiscoverOrg, LLC		(0.03	)		–			(0.06	)		–
Dispensing Dynamics International		0.39			(1.47	)		0.05			(1.37	)
DiversiTech Corporation		0.40			–			0.42			(0.01	)
Elemica, Inc.		0.08			–			0.08			–
Extraction Oil & Gas Holdings, LLC		(0.35	)		(0.13	)		(0.32	)		(0.15	)
Global Tel*Link Corporation		3.39			(0.30	)		9.42			(1.05	)
Heligear Acquisition Co.		(0.19	)		0.42			(0.66	)		0.48
Highwinds Capital, Inc.		0.55			(0.04	)		0.47			(0.10	)
Hunter Defense Technologies, Inc.⁽²⁾		22.12			(0.04	)		0.55			–
Hutchinson Technology, Inc.		(0.55	)		(0.12	)		(1.17	)		(0.32	)
iFly Holdings LLC		–			0.17			(0.41	)		0.15
IHS Intermediate, Inc.		(0.01	)		–			(0.32	)		–
Infinity Sales Group		(0.52	)		0.65			(0.84	)		0.95
Integrated Practice Solutions, Inc.		(0.04	)		(0.02	)		0.63			(0.02	)
IPC Systems, Inc.		–			–			–			(0.65	)
Iracore International Holdings, Inc.		(0.06	)		(1.33	)		(3.99	)		1.87
Kawa Solar Holdings Limited		(0.01	)		–			0.05			–
Legacy Buyer Corp.		(0.25	)		(0.03	)		(0.31	)		0.09
Liquidnet Holdings, Inc.		–			0.08			–			0.13
Madison-Kipp Corporation		(0.03	)		(0.02	)		0.28			(0.04	)
Mervin Manufacturing, Inc.		(0.23	)		(0.08	)		(0.55	)		(0.30	)
NTS Communications, Inc.		1.40			(0.04	)		(3.14	)		(0.59	)
Oasis Outsourcing Holdings, Inc.		0.14			0.19			(0.27	)		0.28
Orchard Brands Corporation		–			(0.78	)		–			(0.86	)
P2 Upstream Acquisition Co.		0.10			(0.49	)		0.39			(0.71	)
Perfect Commerce, LLC		0.33			(0.07	)		0.73			0.13
Prairie Provident Resources, Inc.		(0.94	)		(0.81	)		(1.43	)		(2.41	)
Pro-Pet, LLC		(0.03	)		(0.09	)		(0.34	)		(0.85	)
Reddy Ice Corporation		0.96			(2.24	)		1.61			(2.21	)
Securus Technologies Holdings, Inc.		1.33			(0.98	)		8.36			(1.72	)
Senior Credit Fund, LLC		0.74			(0.74	)		1.93			0.08
The Merit Distribution Group, LLC		0.35			–			0.32			–
United Road Services, Inc.		(0.05	)		0.07			(0.60	)		0.09
US Med Acquisition, Inc.		(0.02	)		0.65			(0.07	)		0.65
Vexos, Inc.		(0.27	)		(0.04	)		(0.23	)		0.02
Washington Inventory Service		(0.98	)		0.01			(5.67	)		(0.07	)
Other, net⁽¹⁾		(0.02	)		(0.06	)		0.01			0.04

Total	$	25.98		$	(7.02	)	$	(1.03	)	$	(6.62	)

⁽¹⁾

For the three and nine months ended September 30, 2016, other, net includes gross unrealized appreciation of $5.70 million and $5.21 million, respectively, and gross unrealized depreciation of $(5.72) million and $(5.20) million, respectively. For the three and nine months ended September 30, 2015, other, net includes gross unrealized appreciation of $0.01 million and $0.04 million, respectively, and gross unrealized depreciation of $(0.07) million and $(0.00) million, respectively.

⁽²⁾

Unrealized appreciation on Hunter Defense Technologies, Inc. is the result of the reversal of previously recognized depreciation upon the restructuring whereby the second lien debt held by us was converted into non-interest bearing preferred and common equity.

SENIOR CREDIT FUND, LLC

Overview

The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. Effective July 18, 2014, we agreed to a joint venture with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, SPV I, primarily in senior secured loans to middle-market companies. Each of us and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100.00 million. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which we and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Establishing a quorum for the Senior Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of our representatives and two of Cal Regents’ representatives. If there are five members present at a meeting, all three representatives of Cal Regents must be present to constitute a quorum.

Selected Financial Data

As of September 30, 2016 and December 31, 2015, we and Cal Regents had subscribed to fund and contributed the following in the Senior Credit Fund:


	September 30, 2016				December 31, 2015
	Subscribed to fund		Contributed		Subscribed to fund		Contributed
	*($ in millions)*				*($ in millions)*
Company	$	100.00	$	69.09	$	100.00	$	46.17
Cal Regents		100.00		69.09		100.00		46.17

Total	$	200.00	$	138.18	$	200.00	$	92.34

As of September 30, 2016 and December 31, 2015, the Senior Credit Fund had total investments in senior secured debt at fair value of $392.26 million and $285.59 million, respectively. As of September 30, 2016 and December 31, 2015, the Senior Credit Fund had no investments on non-accrual status. In addition, as of September 30, 2016 and December 31, 2015, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4.61 million and $21.83 million, respectively. Additionally, as of September 30, 2016, the Senior Credit Fund had one unfunded commitment totaling $3.36 million.

Below is a summary of the Senior Credit Fund’s portfolio (excluding an investment in a money market fund managed by an affiliate of Group Inc.), followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2016 and December 31, 2015:


	As of
	September 30, 2016		December 31, 2015
Number of portfolio companies		32		22
Total senior secured debt⁽¹⁾	$	399.29 million	$	291.51 million
Largest loan to a single borrower⁽¹⁾	$	23.69 million	$	23.82 million
Weighted average current interest rate on senior secured debt⁽²⁾		6.6%		6.3%
Percentage of performing debt bearing a floating rate⁽³⁾		100%		100.0%
Percentage of performing debt bearing a fixed rate⁽³⁾		–%		–%
Weighted average leverage (net debt/EBITDA)⁽⁴⁾		3.8x		3.5x
Weighted average interest coverage⁽⁴⁾		3.3x		3.7x
Median EBITDA⁽⁴⁾	$	69.20 million	$	71.89 million

⁽¹⁾

At par amount.

⁽²⁾

Computed as the (a) annual stated interest rate on accruing senior secured debt divided by (b) total senior secured debt at par amount.

⁽³⁾

Measured on a fair value basis.

⁽⁴⁾

For a particular portfolio company of the Senior Credit Fund, EBITDA typically represents net income before net interest expense, income tax expense, depreciation and amortization. The weighted average net debt to EBITDA represents the last dollar attachment point of the Senior Credit Fund’s debt investments (net of cash) in its portfolio companies as a multiple of EBITDA. Weighted average net debt to EBITDA and median EBITDA have been calculated as a percentage of the Senior Credit Fund’s debt investments and income producing preferred investments, excluding collateral loans where net debt to EBITDA may not be the appropriate measure of credit risk. The weighted average interest coverage ratio (EBITDA to total interest expense) of the Senior Credit Fund’s portfolio companies reflects its performing portfolio companies’ EBITDA as a multiple of interest expense and has been calculated as a percentage of performing debt investments and income producing preferred investments, excluding collateral loans. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company of the Senior Credit Fund as of the respective reported end date. Statistics of the Senior Credit Fund’s portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

Senior Credit Fund Portfolio as of September 30, 2016


Portfolio Company	Industry	Interest	Maturity	Par Amount		Cost			Fair Value
				*(in millions)*
1^st Lien/Senior Secured Debt
Acrisure, LLC⁽⁺⁾	Insurance	L + 5.50% (1.00% Floor)	05/19/2022	$	6.63	$	6.53		$	6.64
Acrisure, LLC⁽¹⁾⁽²⁾	Insurance	L + 5.50% (1.00% Floor)	05/19/2022		3.36		(0.05	)		0.01
Affordable Care Holding Corp.⁽⁺⁺⁾	Health Care Providers & Services	L + 4.75% (1.00% Floor)	10/22/2022		4.96		4.87			4.96
ATX Networks Corp.^{(++) (3)}	Communications Equipment	L + 6.00% (1.00% Floor)	06/11/2021		15.81		15.67			15.41
ATX Networks Corp. ⁽⁺⁺⁾	Communications Equipment	L + 6.00% (1.00% Floor)	06/11/2021		1.00		0.97			0.97
Badger Sportswear, Inc.⁽³⁾	Textiles, Apparel & Luxury Goods	L + 4.50% (1.00% Floor)	09/09/2023		15.00		14.85			14.85
ConvergeOne Holdings Corporation^{(+) (4)}	Communications Equipment	L + 5.00% (1.00% Floor)	06/17/2020		15.85		15.76			15.73
Crowne Group, LLC⁽⁺⁺⁾	Auto Components	L + 9.25% (1.00% Floor)	05/26/2021		17.00		16.84			16.83
DBRS Limited⁽⁺⁺⁾	Capital Markets	L + 5.25% (1.00% Floor)	03/04/2022		11.82		11.73			11.59
DiscoverOrg, LLC^{(+++) (5)}	Software	L + 4.50% (1.00% Floor)	06/02/2020		7.25		7.22			7.17
Edgewood Partners Insurance Center⁽⁺⁾	Insurance	L + 6.00% (1.00% Floor)	03/16/2023		15.92		15.62			15.96
Explorer Holdings, Inc.⁽⁺⁺⁾	Health Care Technology	L + 5.00% (1.00% Floor)	05/02/2023		9.97		9.88			10.04
GK Holdings, Inc.⁽⁺⁺⁾	IT Services	L + 5.50% (1.00% Floor)	01/20/2021		17.68		17.60			17.46
HC Group Holdings III, Inc.⁽⁺⁺⁾	Health Care Providers & Services	L + 5.00% (1.00% Floor)	04/07/2022		8.91		8.87			8.99
Help/Systems, LLC⁽⁺⁺⁾	Software	L + 5.25% (1.00% Floor)	10/08/2021		15.88		15.33			15.75
Imagine! Print Solutions, Inc.⁽⁺⁺⁾	Commercial Services & Supplies	L + 6.00% (1.00% Floor)	03/30/2022		4.98		4.92			5.02
Jill Acquisition LLC⁽⁺⁺⁾	Textiles, Apparel & Luxury Goods	L + 5.00% (1.00% Floor)	05/08/2022		15.84		15.74			15.57
Lattice Semiconductor Corporation⁽⁺⁺⁺⁾	Semiconductors & Semiconductor Equipment	L + 4.25% (1.00% Floor)	03/10/2021		12.02		11.82			11.96
Liquidnet Holdings, Inc.^{(++) (4)}	Capital Markets	L + 6.75% (1.00% Floor)	05/22/2019		23.01		22.70			22.66
Loar Group, Inc.⁽⁺⁺⁾	Aerospace & Defense	L + 4.75% (1.00% Floor)	01/12/2022		9.95		9.70			9.90
MB Aerospace Holdings Inc.⁽⁺⁺⁾	Aerospace & Defense	L + 5.50% (1.00% Floor)	12/15/2022		15.89		15.74			15.73
Netsmart Technologies, Inc.⁽⁺⁾	Health Care Technology	L + 4.75% (1.00% Floor)	04/19/2023		5.98		5.93			6.01
Oasis Outsourcing Holdings, Inc.⁽⁺⁾	Diversified Financial Services	L + 4.75% (1.00% Floor)	12/24/2021		3.99		3.98			4.00
PGX Holdings, Inc.^{(++) (4)}	Professional Services	L + 4.75% (1.00% Floor)	09/29/2020		13.67		13.60			13.64
Pomeroy Group LLC⁽⁺⁺⁾	IT Services	L + 6.00% (1.00% Floor)	11/30/2021		15.96		15.49			15.54
Precyse Acquisition Corp.⁽⁺⁾	Health Care Technology	L + 5.50% (1.00% Floor)	10/20/2022		4.99		4.92			5.02
RealD, Inc.⁽⁺⁺⁺⁾	Media	L + 7.50% (1.00% Floor)	03/22/2021		16.91		16.75			16.75
Research Now Group, Inc.⁽⁺⁺⁾	Professional Services	L + 4.50% (1.00% Floor)	03/18/2021		9.62		9.50			9.33
SciQuest, Inc.⁽⁺⁺⁾	Internet Software & Services	L + 4.75% (1.00% Floor)	07/28/2023		14.00		13.93			13.93
Smarte Carte, Inc.⁽⁺⁺⁾	Air Freight & Logistics	L + 5.50% (1.00% Floor)	08/30/2021		11.36		11.25			11.24
Tronair Parent Inc.⁽³⁾	Air Freight & Logistics	L + 4.75% (1.00% Floor)	09/08/2023		14.00		13.86			13.86
Veresen Midstream Limited Partnership⁽⁺⁺⁾	Energy Equipment & Services	L + 4.25% (1.00% Floor)	03/31/2022		10.83		10.63			10.74
Zep Inc.⁽⁺⁺⁾	Chemicals	L + 4.50% (1.00% Floor)	06/27/2022		5.43		5.41			5.44

Total 1^st Lien/Senior Secured Debt							367.56			368.70

1^st Lien/First-Out Unitranche
Infogix, Inc.⁽⁺⁺⁾	Software	L + 5.00% (1.00% Floor)	12/31/2021		9.82		9.73			9.72

Total 1^st Lien/First-Out Unitranche							9.73			9.72

2^nd Lien/Senior Secured Debt
DiscoverOrg, LLC^{(+++) (5)}	Software	L + 9.00% (1.00% Floor)	02/10/2022		8.00		7.85			7.84
GK Holdings, Inc.⁽⁺⁺⁾	IT Services	L + 9.50% (1.00% Floor)	01/20/2022		6.00		5.90			6.00

Total 2^nd Lien/Senior Secured Debt							13.75			13.84


Total Corporate Debt						$	391.04		$	392.26

⁽⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 1 month LIBOR, which as of September 30, 2016 was 0.53%.

⁽⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 3 month LIBOR, which as of September 30, 2016 was 0.85%.

⁽⁺⁺⁺⁾

The interest rate on these loans is subject to the greater of a LIBOR floor or a base rate plus 6 month LIBOR, which as of September 30, 2016 was 1.24%.

⁽¹⁾

⁽²⁾

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

⁽³⁾

Position or portion thereof unsettled as of September 30, 2016.

⁽⁴⁾

Initial investment was purchased at fair value from the Company in October 2014.

⁽⁵⁾

The Company also holds a portion of the 2nd lien/senior secured debt in this portfolio company.

L – LIBOR

Senior Credit Fund Portfolio as of December 31, 2015


Portfolio Company	Industry	Interest	Maturity	Par Amount		Cost		Fair Value
				*(in millions)*
1^st Lien/Senior Secured Debt
Affordable Care Holding Corp.⁽⁺⁺⁾	Health Care Providers & Services	L + 4.75% (1.00% Floor)	10/22/2022	$	5.00	$	4.90	$	4.90
Aperture Group, LLC^(++)(1)	Diversified Financial Services	L + 6.25% (1.00% Floor)	08/29/2019		17.86		17.66		17.62
ATX Networks Corp.⁽⁺⁺⁾	Communications Equipment	L + 6.00% (1.00% Floor)	06/12/2021		14.93		14.78		14.63
Cengage Learning Acquisitions, Inc.⁽⁺⁾⁽¹⁾	Diversified Consumer Services	L + 6.00% (1.00% Floor)	03/31/2020		15.00		14.74		14.59
ConvergeOne Holdings Corporation^(++)(2)	Communications Equipment	L + 5.00% (1.00% Floor)	06/17/2020		14.82		14.75		14.63
Crowne Group, LLC^(++)(2)	Auto Components	L + 5.00% (1.00% Floor)	09/30/2020		14.81		14.69		14.29
DBRS Limited⁽⁺⁺⁾	Capital Markets	L + 5.25% (1.00% Floor)	03/04/2022		11.91		11.80		11.82
DiscoverOrg, LLC⁽⁺⁾	Software	L + 4.50% (1.00% Floor)	06/02/2020		7.56		7.53		7.52
Epicor RSG US Inc.⁽⁺⁺⁾	Internet Software & Services	L + 5.25% (0.75% Floor)	06/23/2022		14.93		14.78		14.78
eResearchTechnology, Inc.⁽⁺⁺⁾	Health Care Technology	L + 4.50% (1.00% Floor)	05/08/2022		14.93		14.86		14.60
GK Holdings, Inc.⁽⁺⁺⁾	IT Services	L + 5.50% (1.00% Floor)	01/20/2021		17.82		17.72		17.46
HC Group Holdings III, Inc.⁽⁺⁺⁾	Healthcare Providers & Services	L + 5.00% (1.00% Floor)	04/07/2022		8.98		8.94		8.91
Help/Systems, LLC⁽⁺⁺⁾	Software	L + 5.25% (1.00% Floor)	10/08/2021		15.00		14.41		14.68
Jill Acquisition LLC⁽⁺⁺⁾	Textiles, Apparel & Luxury Goods	L + 5.00% (1.00% Floor)	05/08/2022		14.96		14.89		14.59
Lattice Semiconductor Corporation⁽⁺⁺⁺⁾	Semiconductors & Semiconductor Equipment	L + 4.25% (1.00% Floor)	03/10/2021		12.16		11.94		11.32
Liquidnet Holdings, Inc.^(++)(2)	Capital Markets	L + 6.75% (1.00% Floor)	05/22/2019		22.48		22.13		21.69
MB Aerospace Holdings Inc.⁽¹⁾	Aerospace & Defense	L + 5.50% (1.00% Floor)	12/15/2022		12.50		12.38		12.38
PGX Holdings, Inc.^(+++)(2)	Professional Services	L + 4.75% (1.00% Floor)	09/29/2020		14.26		14.16		14.11
Research Now Group, Inc.⁽⁺⁺⁾	Professional Services	L + 4.50% (1.00% Floor)	03/18/2021		4.96		4.94		4.89
SkinnyPop Popcorn LLC^(++)(2)	Food Products	L + 4.50% (1.00% Floor)	07/17/2019		14.25		14.15		14.22
Veresen Midstream Limited Partnership⁽⁺⁺⁾	Energy Equipment & Services	L + 4.25% (1.00% Floor)	03/31/2022		10.92		10.70		10.70
Zep Inc.⁽⁺⁺⁾	Chemicals	L + 4.75% (1.00% Floor)	06/27/2022		5.47		5.45		5.44

Total 1^st Lien/Senior Secured Debt							282.30		279.77

2^nd Lien/Senior Secured Debt
GK Holdings, Inc.⁽⁺⁺⁾	IT Services	L + 9.50% (1.00% Floor)	01/20/2022		6.00		5.89		5.82

Total 2^nd Lien/Senior Secured Debt							5.89		5.82


Total Corporate Debt						$	288.19	$	285.59

⁽⁺⁾

⁽⁺⁺⁾

⁽⁺⁺⁺⁾

⁽¹⁾

Position or portion thereof unsettled as of December 31, 2015.

⁽²⁾

Initial investment was purchased at fair value from us in October 2014.

L – LIBOR

Below is certain summarized balance sheet information for the Senior Credit Fund as of September 30, 2016 and December 31, 2015:


	As of
	September 30, 2016		December 31, 2015
	*(in millions)*
Selected Balance Sheet Information
Total investments, at fair value	$	396.87	$	307.42
Cash and other assets		8.91		7.58

Total assets	$	405.78	$	315.00

Debt⁽¹⁾	$	229.06	$	184.98
Other liabilities		37.22		40.22

Total liabilities	$	266.28	$	225.20

Members’ equity	$	139.50	$	89.80

Total liabilities and members’ equity	$	405.78	$	315.00

⁽¹⁾

Net of deferred financing costs for the SPV I Term Loan Facility (as defined below) as of September 30, 2016 and December 31, 2015, which were in the amount of $0.91 million and $0.57 million, respectively.

Below is certain summarized Statement of Operations information for the Senior Credit Fund for the three and nine months ended September 30, 2016 and 2015:


	For the Three Months Ended					For the Nine Months Ended
	September 30, 2016		September 30, 2015			September 30, 2016		September 30, 2015
	*(in millions)*
Selected Statement of Operations Information:
Total investment income	$	6.91	$	4.36		$	18.22	$	10.03

Expenses
Interest and credit facility expense		2.31		1.46			6.58		3.74
Excess loan origination and structuring fees		1.11		–			1.71		0.47
Professional fees		0.09		0.10			0.30		0.25
Administration and custodian fees		0.08		0.07			0.24		0.21
Other expenses		0.03		–			0.05		0.07

Total expenses		3.62		1.63			8.88		4.74

Net investment income (loss)		3.29		2.73			9.34		5.29

Net realized gain (loss) on investments		–		–			–		0.05
Net change in unrealized appreciation (depreciation) on investments		1.83		(1.47	)		3.82		0.09

Net increase (decrease) in members’ equity	$	5.12	$	1.26		$	13.16	$	5.43

Debt

The Senior Credit Fund has entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC as lender, and with Natixis, New York Branch (“Natixis”) as the facility agent. The Subscription Facility provides for borrowings in an aggregate amount up to $50.00 million on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders are secured by the unfunded subscriptions of us and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated. As of September 30, 2016 and December 31, 2015, the Senior Credit Fund’s outstanding borrowings under the Subscription Facility were $0 and $45.70 million, respectively. The summary information of the Subscription Facility for the three and nine months ended September 30, 2016 and 2015 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	*($ in millions)*
Borrowing interest expense	$	0.07	$	0.27	$	0.50	$	0.79
Facility fees		0.02		–		0.04		–
Amortization of financing costs		0.03		0.09		0.09		0.27
Total	$	0.12	$	0.36	$	0.63	$	1.06
Weighted average interest rate		2.7%		2.1%		2.5%		2.1%
Average outstanding balance	$	10.72	$	50.00	$	26.87	$	50.00

SPV I has entered into a revolving credit facility (the “SPV I Revolving Credit Facility”) and term loan facility (the “SPV I Term Loan Facility” and, together with the SPV I Revolving Credit Facility, as amended, the “Asset Based Facility”) with various lenders. For the Asset Based Facility, Natixis serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400.00 million. The SPV I Revolving Credit Facility provides for borrowings in an aggregate amount up to $185.00 million on a committed basis. As of September 30, 2016, the SPV I Term Loan Facility consisted of a $115.00 million fully drawn term loan. As of September 30, 2016 and December 31, 2015, the SPV I’s outstanding borrowings under the Asset Based Facility were $229.97 million and $139.85 million, respectively. The summary information of the Asset Based Facility for the three and nine months ended September 30, 2016 and 2015 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	*($ in millions)*
Borrowing interest expense	$	1.92	$	0.83	$	4.78	$	1.67
Facility fees		0.15		0.16		0.60		0.70
Amortization of financing costs		0.12		0.11		0.57		0.31
Total	$	2.19	$	1.10	$	5.95	$	2.68
Weighted average interest rate		3.2%		2.7%		3.1%		2.7%
Average outstanding balance		237.33		120.86		202.46		81.66

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 stockholders 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, 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 stockholders, we may enter into credit facilities in addition to our Revolving Credit Facility as discussed below, 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. In accordance with applicable SEC staff guidance and interpretations, 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 2 to 1 after such borrowing. As of September 30, 2016 and December 31, 2015, our asset coverage ratio was 2.43 to 1 and 2.64 to 1, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

As of September 30, 2016, we had cash of approximately $14.67 million, a decrease of $8.04 million from December 31, 2015. Cash used by operating activities for the nine months ended September 30, 2016 was approximately $11.47 million, primarily driven by purchases of investments of $219.90 million, partially offset by an increase in net assets resulting from operations of $35.06 million, proceeds from sales and principal repayments of $139.50 million, net purchase of investments in the affiliated money market fund of $10.11 million and proceeds from other operating activities of $23.76 million. Cash provided by financing activities for the nine months ended September 30, 2016 was approximately $3.43 million, primarily driven by proceeds from the borrowings on debt of $195.50 million, partially offset by repayments on debt of $143.25 million, distributions paid of $48.74 million, and other financing activities of $0.08 million.

We may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary.

Equity Issuances

On March 23, 2015, we completed our IPO, issuing 6,000,000 shares of common stock at a public offering price of $20.00 per share. Net of offering and underwriting costs, we received cash proceeds of $114.57 million. In connection with the IPO, our Investment Adviser paid 70%, or approximately $5.04 million, of the sales load.

In April 2015, we issued a total of 900,000 shares of our common stock pursuant to the exercise of the underwriters’ over-allotment option in connection with the IPO. Net of underwriting costs, we received additional total cash proceeds of $17.27 million. In addition, our Investment Adviser paid 70%, or approximately $0.76 million, of the sales load.

There were no sales of our common stock during the nine months ended September 30, 2016.

10b5-1 Plan

Goldman, Sachs & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provided for the purchase by Goldman, Sachs & Co. in the open market of up to the lesser of (i) $25.00 million in the aggregate of our common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of our common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required Goldman, Sachs & Co. to purchase shares of our common stock when the market price per share was below our most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). The purchase of shares by Goldman, Sachs & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law. Under the GS 10b5-1 Plan, Goldman, Sachs & Co. increased the volume of purchases made anytime the market price per share of our common stock declined below the most recently reported NAV per share, subject to volume restrictions. Purchases of our common stock by Goldman, Sachs & Co. under the GS 10b5-1 Plan may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, Goldman, Sachs & Co. purchased 432,638 shares of our common stock pursuant to the GS 10b5-1 Plan.

Common Stock Repurchase Plans

In February 2015, our Board of Directors approved a common stock repurchase plan (the “Company Repurchase Plan”), which authorized our purchase of up to $35.00 million of our common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan which expired on March 18, 2016.

In February 2016, our Board of Directors authorized us to repurchase up to $25.00 million of our common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In connection with this authorization, we entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company 10b5-1 Plan provides that purchases will be conducted on the open market on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and Goldman, Sachs & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016) and expires on March 18, 2017.

Repurchases of our common stock under the Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market. For the three and nine months ended September 30, 2016, we did not repurchase any of our common stock pursuant to the Company 10b5-1 Plan or otherwise.

Dividend Reinvestment Plan

Concurrent with the IPO, we adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and Goldman, Sachs & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.


Date Declared	Record Date	Payment Date	Shares

November 3, 2015	December 31, 2015	January 28, 2016		8,206
February 25, 2016	March 31, 2016	April 15, 2016		5,555
May 3, 2016	June 30, 2016	July 15, 2016		8,937


Date Declared	Record Date	Payment Date	Shares

February 25, 2015	March 31, 2015	April 30, 2015		6,982
May 13, 2015	June 30, 2015	July 15, 2015		5,336

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company 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. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on 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 September 30, 2016:


	Payments Due by Period (Millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Revolving Credit Facility	$	471.25	$	–	$	–	$	471.25	$	–

Revolving Credit Facility

On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. SunTrust Bank serves as administrative agent and Bank of America N.A. serves as syndication agent under the Revolving Credit Facility.

On October 3, 2014, we amended and restated the Revolving Credit Facility to, among other things:

•

increase the aggregate borrowing amount of $340.00 million to $485.00 million on a committed basis;

•

increase the total borrowing capacity from a maximum of $500.00 million to $900.00 million;

•

extend the maturity date from September 19, 2017 to October 3, 2019; and

•

On January 16, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $535.00 million, on a committed basis.

On March 27, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560.00 million, on a committed basis.

On November 3, 2015, we further amended the Revolving Credit Facility to, among other things:

•

increase the aggregate borrowing amount to $570.00 million on a committed basis;

•

increase the total borrowing capacity to a maximum of $1,000.00 million;

•

extend the final maturity date to November 4, 2020; and

•

Borrowings under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either LIBOR plus an applicable margin or applicable margin plus the higher of the Prime Rate, Federal Funds Rate plus 0.5% or overnight LIBOR plus 1.0%. Interest is payable quarterly in arrears. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on November 4, 2020.

The Revolving Credit Facility may be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Guarantors”). The Senior Credit Fund is not a Guarantor of the Revolving Credit Facility. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

Our obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially the entire portfolio of investments and cash held by us and each Guarantor, if any. The Revolving Credit Facility contains certain customary covenants, including: (i) maintaining a minimum shareholder’s equity of $458.16 million, subject to increase from certain equity sales, (ii) maintaining an asset coverage ratio of at least 2 to 1, (iii) maintaining a minimum liquidity test of at least 10% of the “covered debt amount” during any period when the “adjusted covered debt balance” is greater than 90% of the “adjusted borrowing base,” as such quoted terms are defined in the Revolving Credit Facility and (iv) restrictions on industry concentrations in our investment portfolio. As of September 30, 2016, we were in compliance with these covenants.

The Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default.

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans is 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. The Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC staff no-action letter (the “BDC CFTC No-Action Letter”) 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, the BDC CFTC No-Action Letter 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 the BDC CFTC No-Action Letter. As of September 30, 2016, no hedging arrangements were used.

OFF-BALANCE SHEET ARRANGEMENTS

We may become a party 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 September 30, 2016 and December 31, 2015, our off-balance sheet arrangements consisted of the following:


	As of
	September 30, 2016		December 31, 2015
	*(in millions)*
Unfunded Commitments
First Lien/Senior Secured Debt	$	6.80	$	2.50
First Lien/Last-Out Unitranche		–		3.51

Total	$	6.80	$	6.01

RECENT DEVELOPMENTS

On October 3, 2016, we closed an offering of $115,000 aggregate principal amount of unsecured convertible notes (the “Convertible Notes”), which amount includes $15,000 aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 40.8397 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of our common stock on September 27, 2016. We will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110,900. We used the net proceeds of this offering to pay down debt under the Revolving Credit Facility.

On November 1, 2016, our Board of Directors declared a quarterly distribution of $0.45 per share payable on or about January 17, 2017 to holders of record as of December 31, 2016.

CRITICAL ACCOUNTING POLICIES

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 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. In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.

Valuation of Portfolio Investments

As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, at all times consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets on at least a quarterly basis, in accordance with the terms of FASB Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures (“ASC 820”). Our valuation procedures are described in more detail below.

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. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.

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 our Board of Directors contemplates a multi-step valuation process each quarter, as described below:

(1)

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

(2)

Our Board of Directors also engages independent valuation firms (the “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 our Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation techniques 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 our Investment Adviser 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 our Investment Adviser’s valuations to ensure our Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Sub-Committee 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 Audit Committee of the Board of Directors;

(5)

The Audit Committee of our Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, our Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

(6)

Our Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of our investments in good faith, based on the input of our Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

Investment Transactions and Related Investment Income

We record our investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments are recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.

Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.

Non-Accrual Status

Distribution Policy

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods.

We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. To obtain and maintain RIC status, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The distributions we pay to our stockholders in a year may exceed our net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. Stockholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if our Board of Directors declares a cash distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have its distribution automatically reinvested in additional shares of our common stock rather than receiving the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and Goldman, Sachs & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.

Federal Income Taxes

As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. We generally will be required to pay such U.S. federal excise tax if our distributions during a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our 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.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2016, on a fair value basis, approximately 10.4% of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 89.6% of our performing debt investments bore interest at a floating rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our September 30, 2016 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:


As of September 30, 2016 Basis Point Change	Interest Income			Interest Expense			Net Income
*($ in millions)*
Up 300 basis points	$	22.54		$	(13.98	)	$	8.56
Up 200 basis points		14.27			(9.32	)		4.95
Up 100 basis points		6.01			(4.66	)		1.35
Up 75 basis points		3.94			(3.49	)		0.45
Up 50 basis points		2.00			(2.33	)		(0.33	)
Up 25 basis points		0.61			(1.16	)		(0.55	)
Down 25 basis points		(0.17	)		1.16			0.99
Down 50 basis points		(0.22	)		2.33			2.11
Down 75 basis points		(0.26	)		2.47			2.21
Down 100 basis points		(0.32	)		2.47			2.15
Down 200 basis points		(0.31	)		2.47			2.16
Down 300 basis points		(0.20	)		2.47			2.27

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A: “Risk Factors” of our Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 2, 2016. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial may materially affect its business, financial condition and/or operating results.

Our Investment Adviser, its principals, investment professionals and employees and the members of its Investment Committee have certain conflicts of interest.

Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of its Investment Committee and our officers and directors serve or may serve now or in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other business development companies and other investment funds) that operate in the same or a related line of business as us. For example, we have the same management and Investment Committee team as Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), a privately offered BDC that has a substantially similar investment focus as us. Therefore, we expect these individuals may have obligations to investors in such other business development company, the fulfillment of which might not be in our best interests or the best interests of our stockholders and we expect that investment opportunities will satisfy the investment criteria for both us and such other business development company. When making allocation decisions between us and GS PMMC, the Investment Adviser is permitted to take into account the Senior Credit Fund, consistent with the nature of the relationship between us and the Senior Credit Fund, even though there is no formal investment advisory relationship between the Investment Adviser and the Senior Credit Fund. In addition, GSAM and its affiliates also manage other investment funds (including vehicles in which Goldman Sachs and its personnel have an interest), and is expected to manage other vehicles in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, our Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. The fact that our investment advisory fees may be lower than those of certain other funds advised by GSAM could result in this conflict of interest affecting us adversely relative to such other funds.

Subject to applicable law, we may invest alongside the accounts of Goldman Sachs and its clients as well as the relationships and products of Goldman Sachs (collectively, the “Accounts”) and Goldman Sachs. In certain circumstances, negotiated co-investments by us and other funds managed by our Investment Adviser may be made only pursuant to an order from the SEC permitting us to do so. We, GS PMMC and GSAM have applied for an exemptive order from the SEC that would permit us to co-invest with GS PMMC and other funds managed by the Investment Adviser in the future, as will be set forth in such order. There can be no assurance when any such order would be obtained or that one will be obtained at all.

Were such order obtained, there could be significant overlap in our investment portfolio and the investment portfolios of GS PMMC and/or other funds managed by our Investment Adviser that are able to rely on the order. In the absence of an SEC order, when our Investment Adviser identifies certain negotiated investments, it will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. In such circumstances, our Investment Adviser will adhere to its investment allocation policy in order to determine the Account to which to allocate the opportunity. The policy provides that our Investment Adviser allocate opportunities through a rotation system or in such other manner as our Investment Adviser determines to be equitable. Accordingly, it is possible that we may not be given the opportunity to participate in certain investments made by other Accounts.

Goldman Sachs’ financial and other interests may incentivize Goldman Sachs to promote the sale of our common stock or favor other Accounts.

Goldman Sachs and its personnel have interests in promoting sales of our common stock, and the compensation from such sales may be greater than the compensation relating to sales of interests in other Accounts (including business development companies (including GS PMMC) and other investment funds managed by our Investment Adviser). Therefore, Goldman Sachs and its personnel may have a financial interest in promoting our common stock over interests in other Accounts. The term “Goldman Sachs” refers to Group Inc., together with Goldman, Sachs & Co., GSAM and its other subsidiaries.

Our Investment Adviser may simultaneously manage other Accounts (including other business development companies (including GS PMMC)) for which our Investment Adviser may be entitled to receive greater fees or other compensation (as a percentage of performance or otherwise) than it receives in respect of us. In addition, subject to applicable law, Goldman Sachs may invest in other Accounts (including other business development companies (including GS PMMC)), and such investments may constitute substantial percentages of such other Accounts’ outstanding equity interests. Therefore, our Investment Adviser may have an incentive to favor such other Accounts over us. To address these types of conflicts, our Investment Adviser has adopted policies and procedures under which investment opportunities will be allocated in a manner that it believes is consistent with its obligations as an Investment Adviser. However, the amount, timing, structuring or terms of an investment by us may differ from, and performance may be different than, the investments and performance of other Accounts.

There are risks associated with any potential merger with or purchase of assets of another BDC.

Our Investment Adviser may in the future recommend to the Board of Directors that we merge with or acquire all or substantially all of the assets of one or more funds including a fund that could be managed by our Investment Adviser (including another business development company). We do not expect that our Investment Adviser would recommend any such merger or asset purchase unless it determines that it would be in our best interests, with such determination dependent on factors it deems relevant, which may include historical and projected financial performance of us and any proposed merger partner, portfolio composition, potential synergies from the merger or asset sale, available alternative options and market conditions. In addition, no such merger or asset purchase would be consummated absent the meeting of various conditions required by applicable law or contract, at such time, which may include approval of the board of directors and common equity holders of both funds. If our Investment Adviser is the investment adviser of both funds, various conflicts of interest would exist with respect to any such transaction. Such conflicts of interest may potentially arise from, among other things, differences between the compensation payable to the Investment Adviser by us and by the entity resulting from such a merger or asset purchase or efficiencies or other benefits to our Investment Adviser as a result of managing a single, larger fund instead of two separate funds.

We may be subject to risks associated with investments in real estate loans.

Our Investment Adviser, on our behalf, may periodically invest in loans related to real estate and real estate-related assets, and such investments will be subject to the risks inherent to investment in real estate-related assets generally. These risks include, but are not limited to, regional, national and international economic conditions, the supply and demand for properties, the financial resources of tenants, buyers and sellers of properties, changes in building, environmental, zoning and other laws and regulations, changes in real property tax rates, changes in interest rates and the availability of financing, which may render the sale or refinancing of properties difficult or impracticable, environmental liabilities, uninsured losses, acts of God, natural disasters, terrorist attacks, acts of war (declared and undeclared), strikes and other factors which are beyond the control of our Investment Adviser and us.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

The SEC has proposed a new rule under the Investment Company Act that would govern the use of derivatives (defined to include any swap, security-based swap, futures contract, forward contract, option or any similar instrument) as well as financial commitment transactions (defined to include reverse repurchase agreements, short sale borrowings and any firm or standby commitment agreement or similar agreement) by BDCs. Under the proposed rule, a BDC would be required to comply with one of two alternative portfolio limitations and manage the risks associated with derivatives transactions and financial commitment transactions by segregating certain assets. Furthermore, a BDC that engages in more than a limited amount of derivatives transactions or that uses complex derivatives would be required to establish a formalized derivatives risk management program. If the SEC adopts this rule in the form proposed, our ability to enter into transactions involving such instruments may be hindered, which could have an adverse effect on our business, financial condition and results of operations.

The United Kingdom referendum decision to leave the European Union may create significant risks and uncertainty for global markets and our investments.

The recent decision made in the United Kingdom referendum to leave the European Union has led to volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate and financial confidence in the United Kingdom and Europe. The extent and process by which the United Kingdom will exit the European Union, and the longer term economic, legal, political and social framework to be put in place between the United Kingdom and the European Union are unclear at this stage and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets for some time. In particular, the decision made in the United Kingdom referendum may lead to a call for similar referenda in other European jurisdictions which may cause increased economic volatility and uncertainty in the European and global markets. This volatility and uncertainty may have an adverse effect on the economy generally and on the ability of us and our portfolio companies to execute our respective strategies and to receive attractive returns.

In particular, currency volatility may mean that the returns of us and our portfolio companies are adversely affected by market movements and may make it more difficult, or more expensive, for us to implement appropriate currency hedging. Potential decline in the value of the British Pound and/or the euro against other currencies, along with the potential downgrading of the United Kingdom’s sovereign credit rating, may also have an impact on the performance of our portfolio companies located in the United Kingdom or Europe.

Purchases of our common stock pursuant to the Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market.

We are authorized to purchase up to $25.00 million of shares of our common stock if the stock trades below the most recently announced net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share), subject to certain limitations, until March 18, 2017. Any such purchases will be conducted in accordance with applicable securities laws. Whether purchases will be made under the Company 10b5-1 Plan or otherwise and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.

Purchases of our common stock by us under the Company 10b5-1 Plan or otherwise may result in dilution to our net asset value per share.

We are authorized to repurchase shares of common stock when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share), including under the Company 10b5-1 Plan. Because purchases may be made beginning at any price below our most recently reported net asset value per share, if our net asset value per share decreases after the date as of which net asset value per share was last reported, such purchases may result in dilution to our net asset value per share. This dilution would occur because we would repurchase shares at a price above the then-current net asset value per share, which would cause a proportionately smaller increase in our stockholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so repurchased, the price and the timing of any repurchases.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

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 thereunto duly authorized.


						GOLDMAN SACHS BDC, INC.

Date: November 3, 2016						/s/ Brendan McGovern
						Brendan McGovern Chief Executive Officer and President (Principal Executive Officer)

Date: November 3, 2016						/s/ Jonathan Lamm
						Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

INDEX TO EXHIBITS


EXHIBIT NO.		EXHIBIT

3.1		Certificate of Incorporation (incorporated by reference to Exhibit (a) to Pre-Effective Amendment No. 7 to the Company’s Registration Statement on Form N-2 (file no. 333-187642), filed on March 3, 2015).

3.2		Bylaws (incorporated by reference to Exhibit (b) to Pre-effective Amendment No. 7 to the Company’s Registration Statement on Form N-2 (file no. 333-187642), filed on March 3, 2015).

4.1		Indenture, dated October 3, 2016, between Goldman Sachs BDC, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (file no. 814-00998), filed on October 3, 2016).

10.1		Dividend Reinvestment Plan, amended as of August 2, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (file no. 814-00998), filed on August 4, 2016).

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.