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Goldman Sachs BDC, Inc.

 July 10, 2020

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Investment Management

 100 F Street, N.E.

 Washington, DC
20549

Attention:
 Catalina Jaime

 Mindy Rotter

 Lisa Larkin

 Jacob Sandoval

Re:
 Goldman Sachs BDC, Inc.

 Registration Statement on Form N-14 (File No. 333-235856)

Ladies and Gentlemen:

 On behalf of Goldman
Sachs BDC, Inc. (“GSBD”), we hereby respond to the comments provided telephonically by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) on
February 5, 2020 regarding GSBD’s Registration Statement on Form N-14 (File No. 333-235856), initially filed with the SEC on January 8, 2020 (the “Form N-14”), and the prospectus included therein. For your convenience,
a summary of each of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by GSBD’s response. Unless otherwise indicated, all page references are to page numbers in the Form N-14.
Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Form N-14.

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

  Page
 2

 General Comments

1.
 Please explain in correspondence the purpose of each step of the Merger, the legal approvals necessary
to accomplish each step (including the vote required, by whom and how achieved), the implications of each step under the Securities Act of 1933, as amended, and if such transaction does not require registration, the basis for that view. Please also
confirm that none of the steps individually or collectively result in any diminution of investor protections under the securities laws, including the Investment Company Act of 1940, as amended (the “1940 Act”).

 The Merger is structured as a two-step merger transaction. In the first step of the Merger,
Evergreen Merger Sub Inc., a wholly owned subsidiary of GSBD (“Merger Sub”) will merge with and into Goldman Sachs Middle Market Lending Corp. (“MMLC” and, together with GSBD, the “Companies”), with MMLC as the
surviving entity of the merger (the “First Merger”). Immediately following the First Merger, MMLC (as the surviving company in the First Merger) will merge with and into GSBD, with GSBD continuing as the surviving company (the “Second
Merger”). GSBD respectfully directs the Staff to pages 158-166 of the Form N-14, under the caption “The Merger—Reasons for the Merger,” which explains that the Companies believe that this structure offers numerous benefits to the
stockholders of GSBD and MMLC. In particular, GSBD anticipates that the Merger as so structured will be treated as a tax-free “reorganization” under Section 368(a) of the Internal Revenue Code of 1986 (the “Code”) and
stockholders of GSBD and MMLC are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except with respect to cash received by MMLC stockholders in lieu of fractional shares of GSBD Common Stock.
This structure also facilitates the survival of GSBD, which is listed on the New York Stock Exchange, thereby affording the stockholders of GSBD and MMLC (after expiration of the applicable lock-up periods as further described in the Form N-14) a
liquid trading market for their GSBD Common Stock.

 The parties have also structured the Merger as a two-step merger
transaction, rather than a one-step merger transaction, so as to preclude imposition of corporate-level income tax should the transaction fail to qualify as a “reorganization” under Section 368(a) of the Code and MMLC fails to
qualify as a “regulated investment company” under the Code (a “RIC”) for any reason. Under Internal Revenue Service (“IRS”) Revenue Rulings 2001-26, 2001-1 C.B. 1297, and 2001-46, 2001-42 I.R.B. 321, if an integrated
transaction such as the Merger qualifies as a reorganization, the First Merger is disregarded for U.S. federal income tax purposes.

The parties believe that the Merger will qualify as a “reorganization,” MMLC has represented that it qualifies as a
RIC and it is a condition to closing that both Dechert LLP and Eversheds Sutherland (US) LLP issue tax opinions that the Merger qualifies as a “reorganization.” If the Merger nonetheless fails to qualify as a “reorganization” and
MMLC fails to qualify as a

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

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 RIC, the IRS has made clear in IRS Revenue Rulings 90-95, 1990-2 C.B. 67, and 2008-25, 2008-1
C.B. 986, that the First Merger would be treated as a “qualified stock purchase” and the Second Merger would be treated as a separate transaction for U.S. federal income tax purposes. Since a qualified stock purchase is treated as a
taxable stock acquisition for such purposes and the Second Merger would not trigger corporate-level tax, structuring the combination as a two-step merger avoids triggering corporate-level tax.

Subject to the terms and conditions of the Merger Agreement, as amended, each holder of MMLC Common Stock issued and
outstanding immediately prior to the effective time of the First Merger (other than GSBD and its consolidated subsidiaries) will be entitled to receive, for each share of MMLC Common Stock, that number of shares of GSBD Common Stock with a net asset
value equal to the net asset value per share of MMLC Common Stock, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger. As a result of the First Merger, each share of MMLC
Common Stock issued and outstanding immediately prior to the Effective Time will be automatically cancelled and each of the shares of common stock of Merger Sub (all of which are owned by GSBD) will be converted into one validly issued share of MMLC
Common Stock (all of which will be owned by GSBD). As a result of the Second Merger, the shares of common stock of MMLC (as the surviving company of the First Merger), all of which will be owned by GSBD as a result of the First Merger, will be
cancelled. Accordingly, the only securities being issued, for purposes of the Securities Act, are the shares of GSBD Common Stock issued to MMLC stockholders in connection with the First Merger. Such shares of GSBD Common Stock are being registered
for purposes of the Securities Act pursuant to the Form N-14.

 The First Merger, including the issuance of GSBD Common
Stock contemplated thereby, requires the following approvals: (1) approval by the MMLC Board and the GSBD Board in accordance with Section 251 of Delaware General Corporation Law (“DGCL”), (2) approval by the sole director of Merger Sub in
accordance with DGCL Section 251, (3) approval by GSBD in its capacity as the sole stockholder of Merger Sub, (4) the affirmative vote of (i) a majority of the outstanding shares of MMLC Common Stock and (ii) a majority of the outstanding shares of
MMLC Common Stock held by stockholders of MMLC unaffiliated with GSAM and its affiliates, at a duly called and held meeting of the MMLC stockholders at which a quorum is present in accordance with DGCL Section 251, (5) the affirmative vote of a
majority of the votes cast by the holders of outstanding shares of GSBD Common Stock to approve the GSBD Stock Issuance, at a duly called and held meeting of the GSBD stockholders at which a quorum is present, in accordance with Section 312.03 of
the New York Stock Exchange Listed Company Manual, and (6) although not required by law, GSBD has conditioned the consummation of the Merger on the receipt of the affirmative vote of (i) a majority of the outstanding shares of GSBD Common Stock and
(ii) a majority of the outstanding shares of GSBD Common Stock held by stockholders of GSBD unaffiliated with GSAM and its affiliates. As further described in the Form N-14, the approvals referenced in clauses (1), (2) and (3) of the preceding
sentence have already been obtained, and GSBD and MMLC are seeking the approvals referenced in clauses (4), (5) and (6) of the preceding sentence pursuant to the Form N-14.

Given that MMLC will become a wholly-owned subsidiary of GSBD following the First Merger, the Second Merger will qualify as a
short-form merger (also known as a parent-subsidiary merger), which only requires the approval by the GBSD Board in accordance with DGCL Section 253(a).

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

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 GSBD confirms that none of the steps individually or collectively will result in
any diminution of investor protections under applicable securities laws, including the 1940 Act.

2.
 Please confirm that GSBD and MMLC will file proxy cards as well as the tax and legal opinions in the
amended Form N-14.

 GSBD acknowledges the Staff’s comment and
confirms that the Companies will file proxy cards as well as tax and legal opinions with the amended Form N-14.

 Questions and Answers About the
Special Meetings and the Merger

 Page 10

3.
 The Staff notes that the Form N-14 references fees that will be paid to Broadridge in connection with
the solicitation of proxies. Please quantify any other costs that will be borne by the Companies in connection with the solicitation of proxies, if possible.

GSBD acknowledges the Staff’s comment and respectfully submits that the fees paid to Broadridge will constitute the
entirety of costs borne by the Companies in connection with the solicitation of proxies.

 Page 13

4.
 The Staff notes that the Form N-14 provides that the investment objectives and strategies of GSBD and
MMLC are substantially similar. Please add a short (one or two sentence) summary that highlights the differences in investment objectives and strategies between GSBD and MMLC and confirm in correspondence that the change has been made.

 GSBD respectfully submits that MMLC has an internal policy pursuant to which it expects to
invest, under normal circumstances, at least 80% of MMLC’s net assets (plus any borrowings for investment purposes), directly or indirectly in middle-market corporate credit obligations and related instruments, including other income-producing
assets. While GSBD has identical investment objectives, it does not have such an 80% policy. Further, MMLC uses the term “middle market” to generally refer to companies with between $5 million and $125 million of annual earnings before
interest expense, income tax expense, depreciation and amortization (“EBITDA”), whereas GSBD uses “middle market” to generally refer to companies with between $5 million and $200 million of annual EBITDA. Apart from the
aforementioned distinctions, MMLC and GSBD have identical investment objectives and strategies and the aforementioned distinctions have not, in practice, resulted in differences in investment activity.

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

  Page
 5

 GSBD has revised the disclosure on page 13 of the amended Form N-14 as follows:

 The investment objective and strategies of GSBD and MMLC are substantially similar. The investment objective of
each of GSBD and MMLC is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, and last-out portions of such loans; second
lien debt; unsecured debt, including mezzanine debt; and select equity investments. MMLC has an internal policy pursuant to which it expects to invest, under normal circumstances, at least 80% of MMLC’s net assets (plus any borrowings for
investment purposes), directly or indirectly in middle-market corporate credit obligations and related instruments, including other income-producing assets. GSBD does not have such an 80% policy. Further, MMLC uses the term “middle market”
to refer to companies with between $5 million and $125 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time, and non-recurring items that are outside
the operations of these companies, whereas GSBD uses “middle market” to refer to companies with between $5 million and $200 million of annual EBITDA excluding certain one-time, and non-recurring items that are outside the operations of
these companies. The aforementioned distinctions have not, in practice, resulted in differences in investment activity.

5.
 Please describe or define in correspondence what “significant” means in the sentence of the
Form N-14 that provides, “[a]s a result of these commonalities, GSAM does not anticipate any significant portfolio repositioning in connection with the Merger,” and please confirm no disclosure is required with respect to portfolio
repositioning in connection with the Merger.

 GSBD acknowledges the Staff’s comment,
respectfully submits that it does not anticipate any portfolio repositioning in connection with the Merger and has revised the disclosure on page 13 of the amended Form N-14 as follows:

As a result of these commonalities, GSAM does not anticipate any significant portfolio
repositioning in connection with the Merger.

 Page 15

6.
 The Staff notes its view that termination fees between affiliates are not permitted under
Section 17 of the 1940 Act. Please either explain in correspondence why the termination fee between affiliates is permissible in connection with the Merger or amend the Merger Agreement to eliminate the termination fee and update Form N-14
disclosure accordingly.

 GSBD respectfully submits that the Companies have entered into an
Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2020, by and between GSBD, MMLC and Merger Sub (the “A&R Merger Agreement”), which amended and restated the initial Merger

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

  Page
 6

 Agreement in its entirety. The A&R Merger Agreement does not provide for the payment of a
termination fee by any party. The Form N-14 disclosure has been updated to reflect the terms of the A&R Merger Agreement.

 Summary of the Merger

 Page 19

7.
 Please add a diagram showing each step of the Merger.

GSBD acknowledges the Staff’s comments and has revised page 19 of the amended Form
N-14 to include a diagram showing each step of the Merger.

 Page 25

8.
 Please confirm in correspondence that the Merger complies with all requirements of Rule 17a-8 of the
1940 Act, in addition to those stated.

 GSBD confirms that the Merger
complies with all requirements of Rule 17a-8 of the 1940 Act, in addition to those stated.

 Under Rule 17a-8(a)(1), the
surviving company in the merger must be a RIC. In this case, GSBD, is the surviving company and is a RIC.

 Under Rule
17a-8(a)(2), the board of directors of the participating RICs (including a majority of the independent directors), must determine that (A) participation in the merger is in the best interests of the company, and (B) the interests of the
company’s existing shareholders will not be diluted as a result of the merger. Guidance from the SEC discusses certain factors that may be relevant to a board in making these determinations.

In addition, the remaining provisions of Rule 17a-8(a)(2) require certain procedural requirements with respect to the
board’s process in making these determinations. Under Rule 17a-8(a)(2)(ii), the directors must request and evaluate such information as may reasonably be necessary to their determinations and that they have considered and given appropriate
weight to all pertinent factors. Under Rule 17a-8(a)(2)(iii), the directors, in making the determination under Rule 17a-8(a)(2)(i)(B), must have approved procedures for the valuation of assets to be conveyed by

 Catalina Jaime, Mindy Rotter, Lisa

Larkin and Jacob Sandoval

 July
10, 2020

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 each Eligible Unregistered Fund (as such term is defined in Rule 17a-8(b)).1 Under Rule 17a-8(a)(2)(iv), the determ