UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2024

Goldman Sachs Private Middle Market Credit II LLC

(Exact name of registrant as specified in its charter)

Delaware

814-01307

83-3053002

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


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

Registrant’s telephone number, including area code: (312) 655-4419

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01

Entry into a Material Definitive Agreement.

On November 22, 2024, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into a Second Amended and Restated Loan and Security Agreement (the “Second Amended and Restated Loan and Security Agreement”) among Goldman Sachs Private Middle Market Credit II LLC (the “Company”), JPMorgan Chase Bank, National Association, as administrative agent and lender, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, amending and restating the Amended and Restated Loan and Security Agreement, dated as of March 5, 2021. Pursuant to the Second Amended and Restated Loan and Security Agreement, the parties agreed to (i) decrease the Financing Commitments (as defined in the Second Amended and Restated Loan and Security Agreement) by $400 million to $1.25 billion, (ii) reduce the applicable margin for advances from 2.55% to 2.05% (iii) extend the Reinvestment Period (as defined in the Second Amended and Restated Loan and Security Agreement) from November 24, 2024 to October 24, 2025, solely for funding delayed draw and revolver commitments and the required funding levels of the Unfunded Exposure Account (as defined in the Second Amended and Restated Loan and Security Agreement), (iv) permit SPV to make distributions of principal proceeds from Portfolio Investments (as defined in the Second Amended and Restated Loan and Security Agreement) to the Company for the period starting April 24, 2025 and ending 6 months prior to the Scheduled Termination Date (as defined in the Second Amended and Restated Loan and Security Agreement) on a pro rata basis with repayment of loans, subject to certain conditions, and (v) introduce step-downs in the advance rate utilized in the borrowing base test and certain covenants and events of default upon Net Advances (as defined in the Second Amended and Restated Loan and Security Agreement), falling below applicable thresholds of Net Asset Value (as defined in the Second Amended and Restated Loan and Security Agreement).

The foregoing description is only a summary of the material provisions of the Second Amended and Restated Loan and Security Agreement and is qualified in its entirety by reference to a copy of the Second Amended and Restated Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

10.1		Second Amended and Restated Loan and Security Agreement, dated as of November 22, 2024, by and among Goldman Sachs Private Middle Market Credit II SPV II LLC, as borrower, Goldman Sachs Private Middle Market Credit II LLC, as its designated Manager, JPMorgan Chase Bank, National Association as lender and administrative agent for the lenders thereunder, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Goldman Sachs Private Middle Market Credit II LLC

Date: November 26, 2024	By:	/s/ Alex Chi
		Name: Alex Chi
		Title: Co-Chief Executive Officer and Co-President

	By:	/s/ David Miller
		Name: David Miller
		Title: Co-Chief Executive Officer and Co-President

Goldman Sachs Private Middle Market Credit II LLC 8-K