[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