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): ~~March~~November 1422, 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 ~~March~~November 1422, 2024, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), entered into a ~~wholly-owned~~Second ~~subsidiary~~Amended ofand 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”), ~~entered~~JPMorgan ~~into~~Chase aBank, ~~fifth~~National ~~amendment~~Association, ~~(the~~as ~~“Fifth~~administrative ~~Amendment”)~~agent toand 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,. asPursuant ~~amended~~to by the ~~first~~Second ~~amendment~~Amended ~~thereto~~and Restated Loan and Security Agreement, ~~dated~~the ~~August~~parties agreed to (i) ~~17,~~decrease ~~2021,~~the byFinancing Commitments (as defined in the ~~second~~Second ~~amendment~~Amended ~~thereto,~~and ~~dated~~Restated ~~October~~Loan and Security Agreement) by $400 ~~29,~~million ~~2021~~to $1.25 billion, by(ii) reduce the ~~third~~applicable ~~amendment~~margin ~~thereto,~~for ~~dated~~advances ~~February~~from 2.55% to 2.05% (iii) extend the ~~15,~~Reinvestment ~~2022,~~Period (as ~~and~~defined byin the ~~fourth~~Second ~~amendment~~Amended ~~thereto~~and Restated Loan and Security Agreement) from November 24, ~~dated~~2024 ~~September~~to October 1424, ~~2023~~2025, ~~(as~~solely sofor ~~amended~~funding delayed draw and asrevolver commitments ~~further~~and ~~amended~~the byrequired funding levels of the ~~Fifth~~Unfunded ~~Amendment,~~Exposure Account (as defined in the “Second Amended and Restated Loan and Security Agreement”), ~~among~~(iv) permit SPV, ~~the~~to ~~Company,~~make ~~JPMorgan~~distributions ~~Chase~~of ~~Bank,~~principal ~~National~~proceeds ~~Association,~~from Portfolio Investments (as ~~administrative~~defined ~~agent~~in the Second Amended and ~~lender,~~Restated ~~U.S.~~Loan ~~Bank~~and ~~Trust~~Security ~~Company,~~Agreement) ~~National~~to ~~Association,~~the asCompany ~~collateral~~for ~~agent~~the ~~and~~period ~~collateral~~starting ~~administrator~~April 24, 2025 and ~~U.S.~~ending ~~Bank~~6 ~~National~~months ~~Association,~~prior asto ~~securities~~the ~~intermediary.~~Scheduled ~~The~~Termination ~~Fifth~~Date ~~Amendment~~ (~~i) transitioned~~as defined in the ~~interest~~Second ~~rate~~Amended ~~benchmark~~and ~~for~~Restated ~~loans~~Loan ~~denominated~~and inSecurity ~~Canadian~~Agreement) ~~Dollars~~on ~~from~~a ~~CDOR~~pro rata basis with repayment of loans, subject to ~~Term~~certain ~~CORRA~~conditions, and (iiv) ~~revised~~introduce step-downs in the ~~lender~~advance ~~consent~~rate ~~thresholds~~utilized ~~for~~in ~~certain~~the ~~amendments,~~borrowing ~~waivers~~base test and ~~consents,~~certain covenants and events of default upon Net Advances (~~iii) removed~~as ~~the~~defined ~~Concentration~~in ~~Limitation~~the onSecond ~~Delayed~~Amended ~~Funding~~and ~~Term~~Restated ~~Loans~~Loan and ~~Revolving~~Security ~~Loans~~Agreement), ~~and~~falling below applicable thresholds of Net Asset Value (~~iv) modified~~as ~~certain~~defined ~~other~~in ~~customary~~the ~~representations,~~Second ~~warranties~~Amended and ~~covenants~~Restated Loan and Security Agreement).

~~Capitalized~~The ~~terms~~foregoing ~~used~~description inis only a summary of the ~~foregoing~~material ~~paragraph~~provisions ~~but~~of ~~not~~the ~~otherwise~~Second ~~defined~~Amended ~~herein~~and ~~shall~~Restated ~~have~~Loan ~~the~~and ~~meanings~~Security ~~ascribed~~Agreement toand ~~such~~is ~~terms~~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.

~~The~~Item ~~foregoing~~2.03 ~~description~~Creation ~~is only a summary~~ of ~~the material provisions of the Amended and Restated Loan and Security Agreement and is qualified in its entirety by reference to~~ a ~~copy~~Direct ofFinancial ~~the~~Obligation ~~Amended~~or ~~and~~an ~~Restated~~Obligation ~~Loan~~under ~~and~~an ~~Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8~~Off-~~K and~~Balance ~~incorporated~~Sheet byArrangement ~~reference~~of ~~herein.~~a Registrant.

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:

ExhibitNumber		Description
Exhibit Number		Description
10.1		~~Fifth~~Second ~~Amendment to~~ Amended and Restated Loan and Security Agreement, dated ~~March~~as 14of November 22, 2024, by and among Goldman Sachs Private Middle Market Credit II SPV II LLC, as borrower, ~~the~~Goldman ~~Company~~Sachs Private Middle Market Credit II LLC, as its ~~portfolio~~designated ~~manager~~Manager, JPMorgan Chase Bank, National Association as lender and administrative agent for the lenders thereunder, and U.S. Bank ~~Trust Company,~~ National Association, as collateral agent, ~~and~~ collateral administrator, and ~~U.S. Bank National Association, as~~ 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~~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 (Registrant)
	Goldman Sachs Private Middle Market Credit II LLC
Date: March 20, 2024		By:	/s/ Alex Chi
Date: November 26, 2024	By:	/s/ Alex Chi
		Name:	Alex Chi
		Name: Alex Chi
		Title:	Co-Chief Executive Officer and Co-President
		Title: Co-Chief Executive Officer and Co-President
	By:	~~By:~~/s/ David Miller	~~/s/ David Miller~~
		Name:	David Miller
		Name: David Miller
		Title:	Co-Chief Executive Officer and Co-President
		Title: Co-Chief Executive Officer and Co-President

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