[Federal Register Volume 89, Number 95 (Wednesday, May 15, 2024)]
[Notices]
[Pages 42546-42548]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-10580]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 35191; File No. 812-15450]
Goldman Sachs BDC, Inc., et al.
May 9, 2024.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').
ACTION: Notice.
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Notice of application for an order under sections 17(d) and 57(i)
of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1
under the Act to permit certain joint transactions otherwise prohibited
by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.
Summary of Application: Applicants request an order to amend a
previous order granted by the Commission that permits certain business
development companies and closed-end management investment companies to
co-invest in portfolio companies with each other and with certain
affiliated investment entities.
Applicants: Goldman Sachs BDC, Inc., Goldman Sachs Private Middle
Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC,
Goldman Sachs Middle Market Lending Corp. II, Phillip Street Middle
Market Lending Fund LLC, Goldman Sachs Private Credit Corp., BDC
Blocker I, LLC, GSBD Blocker II, LLC, GSBD Blocker III LLC, GSBD
Blocker IV LLC, GSBD Wine I, LLC, GSBD Blocker V, LLC, GSBD Blocker VI
LLC, MMLC Blocker I, LLC, MMLC Blocker II, LLC, MMLC Blocker III, LLC,
MMLC Wine I, LLC, Goldman Sachs Private Middle Market Credit SPV LLC,
PMMC Blocker I, LLC, PMMC
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Blocker II, LLC, PMMC Blocker III, LLC, PMMC Wine I, LLC, Goldman Sachs
Private Middle Market Credit II SPV LLC, Goldman Sachs Private Middle
Market Credit II SPV II LLC, PMMC II Blocker III LLC, PMMC II Blocker
IV LLC, PMMC II Blocker V LLC, PMMC II Blocker VI, LLC, PMMC II Blocker
VII, LLC, MMLC II Blocker I, LLC, MMLC II Blocker II, LLC, Phillip
Street Middle Market Lending Investments LLC, Phillip Street Middle
Market Lending Investment Holdings LLC, Goldman Sachs Asset Management,
L.P., Senior Credit Fund (UCR) LLC, Senior Credit Fund (UCR) SPV LLC,
Senior Credit (UWF) LLC, Senior Credit (UWF) SPV LLC, Insurance Private
Credit I LLC, Insurance Private Credit II LLC, Senior Credit Fund
(Series G) LP, Senior Credit Fund (Series G) Foreign Income Blocker
LLC, Broad Street Loan Partners IV Offshore, SLP, Broad Street Loan
Partners IV Offshore--Unlevered, SLP, Broad Street Loan Partners IV
Offshore--Unlevered B, SLP, West Street Senior Credit Partners III,
L.P., GS Mezzanine Partners VII, L.P., GS Mezzanine Partners VII
Offshore, L.P., GS Mezzanine Partners VII Offshore Treaty, L.P., West
Street Teno Partners, SLP, Broad Street Teno Partners, S.a r.l., West
Street Generali Partners, SLP, West Street Generali Partners II, SLP,
West Street Generali Partners II, S.a r.l., West Street PKA Partners,
SLP, West Street PKA Partners, S.a r.l., West Street EP, L.P., West
Street EP, S.a r.l., West Street GCPD Partners, L.P., West Street GCPD
Partners, S.a r.l., Broad Street VG Partners, SLP, Broad Street VG
Partners, S.a r.l., Broad Street Texas Partners, L.P., Broad Street
Danish Credit Partners, L.P., West Street Private Credit Partners (A),
LP, West Street Private Credit Partners (O), L.P., West Street Private
Credit Partners (O) Investments, L.P., West Street Private Credit
Partners (O) Holding Ltd, West Street Private Credit Partners (O), S.a
r.l., West Street TFL Credit Partners, SLP, West Street NJ Private
Credit Partners LP, West Street NJ Private Credit Partners Investments
LLC, West Street NJ Private Credit Partners Investment Holdings LLC,
West Street NJ Private Credit Partners S.a r.l., West Street Mezzanine
Partners VIII Offshore Feeder, L.L.C., West Street Mezzanine Partners
VIII Offshore Feeder B, L.P., West Street Mezzanine Partners VIII
Unlevered, SLP, West Street Mezzanine Partners VIII Unlevered II, SLP,
West Street Mezzanine Partners VIII Unlevered III, SLP, West Street
Mezzanine Partners VIII Treaty, SLP, West Street Mezzanine Partners
VIII Europe, SLP, West Street Mezzanine Co-Investment Partners (C),
L.P., West Street Mezzanine Co-Investment Partners (K), L.P., West
Street Mezzanine Co-Investment Partners VIII Offshore (BIC), L.P., West
Street Mezzanine Co-Investment Partners (N), L.P., WSMP Co-Investment
Partners (BIC) Jersey Limited, WSMP Co-Investment Partners (BIC), S.a
r.l., WSMP Co-Investment Partners (BIC), SLP, WSMP Co-Invest Partners
(K), S.a r.l., West Street Mezzanine Co-Investment Partners Unlevered
(A), SLP, WSMP VIII Investments A, SLP, WSMP VIII Investment Holdings
A, L.P., WSMP VIII Investments B, LLC, WSMP VIII Investment Holdings B,
L.P., WSMP VIII Investments C, SLP, WSMP VIII Investment Holdings C,
L.P., WSMP VIII Investments D, LLC, WSMP VIII Investment Holdings D,
L.P., WSMP VIII Investments E, SCSP, WSMP VIII Investments F, SCSP,
WSMP VIII Investments H, SCSP, WSMP VIII Investments I, SCSP, WSMP VIII
Investments J, LP, WSMP VIII Investments K, LP, WSMP VIII Investments
L, SLP, WSMP VIII Investments M S.a r.l., WSMP VIII Investments N S.a
r.l., WSMP VIII Investments O S.a r.l., WSMP VIII Investments P S.a
r.l., WSMP VIII Investments Q, LLC, WSMP VIII Investments R, LLC, WSMP
VIII Investments S, LLC, WSMP VIII Investments T, SLP, WSMP VIII
Investments U, LP, WSMP VIII Investments V, SLP, WSMP VIII Offshore
Investments, SLP, West Street Private Markets 2023, L.P., West Street
Private Markets 2023 Offshore, SLP, West Street Credit Co-Investment
Partners (I), L.P., West Street Loan Partners V, SLP, West Street Loan
Partners V (B), SLP, West Street Loan Partners V--Unlevered, SLP, West
Street Loan Partners V (GBP)--Unlevered (B), SLP, West Street Loan
Partners V Europe, SLP, West Street Loan Partners V Offshore Europe
(USD), L.P., West Street Loan Partners V Offshore Europe (EUR), L.P.,
West Street Loan Partners V Europe (EUR)--Unlevered, SLP, West Street
Loan Partners V Europe (EUR)--Unlevered II, SLP, West Street Credit
Partners (ACA), SLP, West Street Asia Private Credit Partners (O), LP,
West Street Asia Private Credit Partner (O) Hedge SPV L.P., West Street
Asia Private Credit Partners (O) Pte. Ltd., West Street PKA Partners
II, SLP, West Street Private Markets 2024, L.P., West Street Private
Markets 2024 Offshore, L.P., West Street Private Markets 2024
Luxembourg, SLP, Broad Street Credit Holdings LLC, Goldman Sachs
Specialty Lending Group, L.P., Goldman Sachs Bank USA, Broad Street
Principal Investments, L.L.C., Special Situations Investing Group II,
LLC, GS Fund Holdings L.L.C.
Filing Dates: The application was filed on February 6, 2023, and
amended on June 16, 2023 and December 7, 2023.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing on any application by emailing
the SEC's Secretary at [email protected] and serving the
Applicants with a copy of the request by email, if an email address is
listed for the relevant Applicant below, or personally or by mail, if a
physical address is listed for the relevant Applicant below. Hearing
requests should be received by the Commission by 5:30 p.m. on June 3,
2024, and should be accompanied by proof of service on the Applicants,
in the form of an affidavit or, for lawyers, a certificate of service.
Pursuant to rule 0-5 under the Act, hearing requests should state the
nature of the writer's interest, any facts bearing upon the
desirability of a hearing on the matter, the reason for the request,
and the issues contested. Persons who wish to be notified of a hearing
may request notification by emailing the Commission's Secretary at
[email protected].
ADDRESSES: The Commission: [email protected]. Applicants: David
Plutzer, Esq. Goldman Sachs Asset Management, L.P.; 200 West Street,
15th Floor, New York, NY 10282;, with a copies to: Margery K. Neale,
Esq.; Willkie Farr & Gallagher LLP; 787 Seventh Avenue; New York, NY
10019, Thomas J. Friedmann, Esq.; Dechert LLP; One International Place;
40th Floor; 100 Oliver Street; Boston, MA 02110; and Cynthia M. Krus,
Esq.; Eversheds Sutherland (US) LLP; 700 Sixth Street NW, Washington,
DC 20001.
FOR FURTHER INFORMATION CONTACT: Adam S. Lovell, Senior Counsel, or
Terri Jordan, Branch Chief, at (202) 551-6825 (Division of Investment
Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' second amended
and restated application, dated December 7, 2023, which may be obtained
via the Commission's website by searching for the file number at the
top of this document, or for an Applicant using the Company name search
field, on the SEC's EDGAR system. The SEC's EDGAR system may be
searched at https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may
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also call the SEC's Public Reference Room at (202) 551-8090.
For the Commission, by the Division of Investment Management,
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-10580 Filed 5-14-24; 8:45 am]
BILLING CODE 8011-01-P