1. ORGANIZATION

Silver Capital Holdings LLC (the “Company”, formerly known as Goldman Sachs Private Middle Market Credit LLC, which term refers to either Silver Capital Holdings LLC, together with its consolidated subsidiaries, or Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries, as the context may require), was initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, the Company has elected to be treated as a regulated investment company (“RIC”), and the Company expects to qualify annually for tax treatment as a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016.

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 debt, unitranche debt, including last-out portions of such loans, 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. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

On May 6, 2016 (the “Initial Closing Date”), the Company began accepting subscription agreements (the “Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (the “Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.

The investment period commenced on the Initial Closing Date and continued through May 5, 2019. Following the end of the investment period, the Company has the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the Private Credit investment committee of Goldman Sachs Asset Management’s Private Credit Team (the “Private Credit Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).

On May 3, 2023, the Board of Directors approved and authorized an extension of the Company's term (“Term”) from May 5, 2024 (the "Initial Expiration Date") to May 5, 2025. In connection with the Company’s Fourth Amended and Restated Limited Liability Company Agreement (the “LLCA”), the Term of the Company was revised to run for a period of five years from the date of the amendment and restatement, or until December 17, 2029. Unless the Company is sooner dissolved in accordance with the Company’s LLCA, the Term of the Company will continue until the earlier of (x) the date on which all investments have either been repaid or sold and (y) December 17, 2029, unless the Term is extended upon the request of the Board and by approval of Pantheon Silver Holdings LLC as the holder of the majority of the interests of the Company.

The Company has formed certain wholly-owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain investments, including equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.

The Merger with Silver Merger Sub LLC

On December 17, 2024, the Company completed its previously announced acquisition by Pantheon Silver Holdings LLC, a Delaware limited liability company (“Buyer”), pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024 (the “Merger Agreement”), by and among the Company, the Buyer, and Silver Merger Sub LLC, a wholly owned subsidiary of the Buyer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of the Buyer (the “Merger”).

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding Unit, other than Units held by the Company or the Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Unit ("Cancellation of Units"). In addition, 6,365,622 Units were issued to the Buyer in the Merger, and 452 Units were issued to an additional investor, at a price of $22.12 per Unit.

In-Kind Contribution

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver LLC, a Delaware limited liability company (“Pantheon Silver”), to the Company in exchange for 8,394,088 Units at a price of $24.05 per Unit (the “In-Kind Contribution”). In addition, on December 17, 2024, following the effective time of the Merger and after giving effect to the contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, a wholly-owned subsidiary of the Company (“SPV II”), with SPV II surviving as a wholly-owned subsidiary of the Company.