UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): October 21, 2024~~1934

Date of Report (Date of earliest event reported): October 31, 2024

New Mountain Guardian III BDC, L.L.C.

(Exact name of Registrant as specified in its charter)

Delaware	~~000-56072~~	000-56072	~~84-1918127~~	84-1918127
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

1633 Broadway, 48th Floor, New York, New York	10019
1633 Broadway, 48th Floor
(Address of principal executive offices)	(Zip Code)
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 720-0300

None

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨☐ 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))


☐			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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x☒

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 25.0203. Amendments ~~Results~~to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

~~Preliminary Estimates~~New ofMountain ~~Results~~Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), entered into a Fifth Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), which amends and restates the agreement that sets forth the terms pursuant to which the Company is operated, effective as of ~~September~~November 305, 2024.

~~New Mountain~~A ~~Guardian~~description ~~III~~of ~~BDC,~~the ~~L.L.C.~~material (amendments to the “Company”’s Fourth Amended and Restated Limited Liability Company Agreement, ~~“we”~~dated oras of June 28, 2023 (the “~~our~~LLC Agreement”), effected in the A&R LLC Agreement is ~~announcing~~included ~~preliminary~~in ~~estimates~~ Item 5.07 of ~~its~~this ~~financial~~Current ~~condition~~Report on Form 8-K and ~~results~~incorporated by reference into this Item 5.03. The foregoing and the description in Item 5.07 of ~~operations~~this asCurrent Report on Form 8-K of the A&R LLC Agreement do not purport to be complete and ~~for~~are qualified in their entirety by reference to the ~~three~~full ~~months~~text ~~ended~~of ~~September~~the ~~30,~~A&R ~~2024~~LLC Agreement, which ~~are~~is ~~estimated~~filed as ~~of October~~an ~~21,~~exhibit ~~2024~~to this Current Report on Form 8-K and ~~are~~is ~~set~~incorporated ~~forth~~herein ~~below~~by reference.

~~We estimate~~Item ~~that~~5.07. Submission ~~our~~of ~~net~~Matters ~~asset~~to ~~value~~a ~~per~~Vote ~~unit as~~ of ~~September~~Security ~~30, 2024 was between $7~~Holders.~~45 per unit and $7.50 per unit.~~

~~We estimate~~On ~~that~~October ~~our~~31, ~~adjusted~~2024, ~~net~~the ~~asset~~Company ~~value(1)~~completed ~~per~~its ~~unit~~solicitation asof consents from its unitholders to approve two matters. A summary of ~~September~~the ~~30,~~matters ~~2024~~approved ~~was~~by ~~between~~the $9Company’s unitholders is set forth below.56 ~~per~~Capitalized ~~unit~~terms used but not defined herein shall have the meanings ascribed to them in the previously furnished Definitive Consent Solicitation Statement related to the matters, as filed with the Securities and ~~$9.61~~Exchange ~~per~~Commission ~~unit~~on October 11, 2024 (the “Definitive Consent Solicitation Statement”).

(in millions, expect per unit data)
(unaudited)
	3/31/2024			6/30/2024			9/30/2024 (Low)			9/30/2024 (High)
Members Capital/Net Asset Value (2)	$	1,067.3		$	919.8		$	856.4		$	861.2
Units (GAAP)		114.9			114.9			114.9			114.9
Unit Adjustment (3)		(5.2	)		(14.9	)		(5.2	)		(5.2	)
Adjusted Units (4)		109.7			94.8			89.6			89.6
Members Capital/Net Asset Value per Unit (GAAP) (5)	$	9.29		$	8.00		$	7.45		$	7.50
Members Capital/Net Asset Value per Unit (Adjusted) (1)(6)	$	9.73		$	9.70		$	9.56		$	9.61

As described in further detail in the Definitive Consent Solicitation Statement, the Company’s unitholders are being given the opportunity to transfer all or a portion of their limited liability company units of the Company to New Mountain Private Credit Fund, a Maryland statutory trust and the contemplated surviving company in the Merger (“NEWCRED”), prior to the Closing in exchange for shares of beneficial interest of NEWCRED (such transfer, the “Rollover Transaction”). For the avoidance of doubt, the approval of the matters by a unitholder does not constitute an election of the unitholder to participate in the Rollover Transaction. Any unitholder who desires to participate in the Rollover Transaction must indicate such election in the subscription agreement that the unitholder separately completes and returns to NEWCRED prior to the deadline indicated in the subscription agreement (i.e., 5:00 p.m. Eastern time on November 29, 2024).

(1) .The ~~“Adjusted~~Company ~~net~~solicited ~~asset~~consents ~~value”~~from isits aunitholders ~~non-GAAP~~to ~~financial~~approve ~~measure.~~the ~~The~~A&R ~~Company~~LLC ~~believes~~Agreement, ~~that~~which ~~adjusted~~would ~~net~~amend ~~asset~~and ~~value~~restate ~~provides useful~~the ~~information~~LLC Agreement to, ~~investors~~among ~~and~~other ~~management~~things, ~~because~~(i) itextend ~~reflects~~ the Company’s ~~estimated~~Investment ~~net~~Period ~~asset~~until ~~value~~August ~~per~~31, ~~unit~~2025 ~~based~~for ~~on the~~purposes ~~fair value~~ of allowing the Company’s ~~portfolio,~~to ~~exclusive~~retain ofand use the ~~impact~~realized ofproceeds ~~any~~from ~~return~~the sale or repayment of ~~capital~~its ~~during~~investments ~~the~~for ~~applicable~~making ~~period.~~additional ~~The presentation~~investments ofand ~~this~~paying ~~additional~~Company ~~information~~expenses isand ~~not~~(ii) ~~meant~~allow tothe beCompany ~~considered~~to inenter ~~isolation~~into orfinancing asfacilities ato ~~substitute~~obtain leverage for ~~financial~~purposes ~~results prepared~~of inmaking ~~accordance~~additional investment with ~~GAAP.~~such ~~The~~realized ~~above~~proceeds ~~table~~during ~~provides~~the aReinvestment ~~reconciliation~~Investment ofPeriod ~~our~~(the ~~estimates~~“LLC ~~for~~Agreement ~~net~~Amendment ~~asset~~Proposal”). ~~value~~The toLLC ~~adjusted~~Agreement ~~net asset~~Amendment ~~value~~Proposal ~~for~~was approved by the ~~periods~~Company’s ~~reflected.~~unitholders based on the following votes:

(2) September 30, 2024 data is estimated.


CONSENT	OBJECT	ABSTAIN / OUTSTANDING
54%	6%	40%

2.The Company solicited consents from its unitholders to approve (3i) ~~Unit~~ ~~adjustment~~the ~~calculated~~Merger ~~each~~Agreement ~~period~~and bythe Merger (pursuant to Section 18-209 of the ~~respective~~Delaware ~~period's~~LLC ~~return~~Act) and (ii) the Merger and the Rollover Transaction, taken together (pursuant to Rule 17a-8 of ~~capital~~the ~~distributions~~1940 ~~divided~~Act byusing the ~~prior~~voting ~~quarter's~~standard ~~ending net~~set ~~asset~~forth ~~value~~in ~~per~~Section ~~adjusted~~2(a)(42) ~~unit~~thereunder) (the “Merger Proposal”). The Merger Proposal was approved by the Company’s unitholders based on the following votes:

(4) Sum of each period's Units (GAAP) plus unit adjustment.


CONSENT	OBJECT	ABSTAIN / OUTSTANDING
54%	6%	40%

~~(5) Respective~~The ~~period's~~Closing ~~Members~~remains ~~Capital/Net~~subject ~~Asset~~to ~~Value~~the ~~divided~~satisfaction by(or, to the ~~Units~~extent ~~(GAAP~~legally permissible, waiver) ~~amount~~of the various conditions to Closing set forth in the Merger Agreement.

~~(6) Respective~~Item ~~period's~~9.01. Financial ~~Members~~Statements ~~Capital/Net~~and ~~Asset Value divided by the amount of Adjusted Units.~~Exhibits

Declaration of Quarterly Distribution


Exhibit Number						Exhibit
3.1						Fifth Amended and Restated Limited Liability Company Agreement of New Mountain Guardian III BDC, L.L.C., dated November 5, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

On September 23, 2024, the Company’s board of directors declared a quarterly distribution of $0.217 per unit payable on October 18, 2024 to holders of record as of September 27, 2024.

The information disclosed under this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.

Forward-Looking Statements

Item 2.02 of this Form 8-K contains forward-looking statements with respect to the business and investments of the Company, including, but not limited to, the preliminary estimates of its financial information and results for the three months ended September 30, 2024, which are based on current information available to the Company as of the date hereof. The preliminary financial estimates furnished above are based on the Company management’s preliminary determinations and current expectations as of October 21, 2024, and such information is inherently uncertain. The preliminary financial estimates provided herein have been prepared by, and are the responsibility of, management. Neither Deloitte & Touche LLP, our independent registered public accounting firm, nor any other independent accountants have audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data set forth above. Accordingly, Deloitte & Touche LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.

The preliminary financial estimates may not align with the Company’s actual results of operations for the period, which will not be known until the Company completes its customary financial quarter-end closing, including the determination of the fair value of the Company’s portfolio investments, final adjustments and other developments that arise between now and the time that our financial results for the fiscal quarter ended September 30, 2024 are finalized. Actual results could differ materially from the current preliminary financial estimates based on adjustments made during the Company’s quarter-end closing and audit procedures, and the Company’s reported information in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 may differ from this information, and any such differences may be material. In addition, the information furnished above does not include all of the information regarding the Company’s financial condition and results of operations for the three months ended September 30, 2024 that may be important to readers. As a result, readers are cautioned not to place undue reliance on the information furnished in Item 2.02 and should view this information in the context of the Company’s full third quarter 2024 results when such results are disclosed by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. The information furnished in this Item 2.02 is based on our management’s current expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Exhibit
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEW MOUNTAIN GUARDIAN III BDC, L.L.C.
By:		/s/ Joseph W. Hartswell
Name:		Joseph W. Hartswell
Title:		Chief Compliance Officer and Corporate Secretary
Date:		October 21, 2024


NEW MOUNTAIN GUARDIAN III BDC, L.L.C.

By:			/s/ Joseph W. Hartswell
Name:			Joseph W. Hartswell
Title:			Chief Compliance Officer and Corporate Secretary

Date: November 6, 2024

Filing Compare · New Mountain Guardian III BDC, L.L.C.