UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 (Date of earliest event reported): ~~October~~December 3118, 2024

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

(Exact name of Registrant as specified in its charter)


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


1633 Broadway, 48th Floor
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

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 ☒

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 51.0302. ~~Amendments~~Termination ~~to Articles~~ of ~~Incorporation~~a orMaterial ~~Bylaws;~~Definitive ~~Change in Fiscal Year~~Agreement.

Pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 11, 2024, by and among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), ~~entered~~New ~~into~~Mountain aPrivate ~~Fifth~~Credit ~~Amended~~Fund, ~~and~~a ~~Restated~~Maryland ~~Limited~~statutory ~~Liability~~trust ~~Company~~(“NEWCRED”), ~~Agreement~~and, (solely for the ~~“A&R~~limited ~~LLC~~purposes ~~Agreement”)~~set forth therein, ~~which~~New ~~amends~~Mountain ~~and~~Finance ~~restates~~Advisers, ~~the~~L.L.C., ~~agreement~~a ~~that~~Delaware ~~sets~~limited ~~forth~~liability company and the ~~terms~~investment ~~pursuant~~adviser to ~~which~~both the Company isand ~~operated~~NEWCRED (“NMFA”), immediately after the effective astime of ~~November~~the 5Merger (as defined below), ~~2024~~the investment advisory agreement by and between the Company and NMFA was terminated.

A description of the material amendments to the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of June 28, 2023 (the “LLC Agreement”), effected in the A&R LLC Agreement is included in Item 52.~~07 of this Current Report on Form 8-K and incorporated by reference into this Item 5~~01.~~03.~~ Completion ~~The foregoing and the description in Item 5.07~~ of ~~this~~Acquisition ~~Current~~or ~~Report~~Disposition ~~on Form 8-K~~ of the A&R LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R LLC Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by referenceAssets.

~~Item~~On ~~5.07. Submission~~December of17, ~~Matters~~2024, tothe aCompany ~~Vote~~completed ofits ~~Security~~previously ~~Holders~~announced merger (the “Merger”) with and into NEWCRED, with NEWCRED continuing as the surviving company in the Merger.

OnIn ~~October~~accordance ~~31,~~with ~~2024,~~ the ~~Company~~terms ~~completed~~of ~~its~~the ~~solicitation~~Merger ofAgreement, ~~consents~~at ~~from~~the ~~its~~effective ~~unitholders~~time toof ~~approve~~the ~~two~~Merger, ~~matters.~~each Aoutstanding ~~summary~~unit of the ~~matters approved by the~~ Company’s ~~unitholders~~limited isliability ~~set~~company ~~forth~~interests ~~below.~~was ~~Capitalized~~converted ~~terms~~into ~~used but not defined herein shall have~~ the ~~meanings~~right ~~ascribed~~ to ~~them~~receive inan ~~the~~amount ~~previously~~in ~~furnished~~cash ~~Definitive~~equal ~~Consent Solicitation Statement related~~ to ~~the matters, as filed with the Securities and Exchange Commission on October 11, 2024 (the “Definitive Consent Solicitation Statement”)~~$7.27.

AsThe ~~described~~foregoing indescription ~~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~~Merger toAgreement ~~New~~is ~~Mountain Private Credit Fund,~~ a ~~Maryland~~summary ~~statutory~~only ~~trust~~ and ~~the~~is ~~contemplated~~qualified ~~surviving company~~ in ~~the~~its ~~Merger~~entirety ~~(“NEWCRED”),~~by ~~prior~~reference to the ~~Closing~~full intext ~~exchange for shares~~ of ~~beneficial interest of NEWCRED (such transfer,~~ the ~~“Rollover~~Merger ~~Transaction”). For the avoidance of doubt~~Agreement, ~~the~~a ~~approval~~copy of ~~the~~which ~~matters~~was filed by ~~a unitholder does not constitute an election of~~ the ~~unitholder~~Company toas ~~participate~~Exhibit ~~in the Rollover Transaction~~2.1 ~~Any unitholder who desires~~ to ~~participate~~its inCurrent ~~the~~Report ~~Rollover~~on ~~Transaction~~Form ~~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.~~8-K, ~~5:00~~filed ~~p.m. Eastern time~~ on ~~November~~October 2916, 2024).

1Item 3.~~The~~03. Material ~~Company~~Modification ~~solicited consents from its unitholders~~ to ~~approve~~Rights ~~the A&R LLC Agreement, which would amend and restate the LLC Agreement to, among other things, (i) extend the Company’s Investment Period until August 31, 2025 for purposes~~ of ~~allowing~~Security the Company to retain and use the realized proceeds from the sale or repayment of its investments for making additional investments and paying Company expenses and (ii) allow the Company to enter into financing facilities to obtain leverage for purposes of making additional investment with such realized proceeds during the Reinvestment Investment Period (the “LLC Agreement Amendment Proposal”)Holders. ~~The LLC Agreement Amendment Proposal was approved by the Company’s unitholders based on the following votes:~~

CONSENT						OBJECT						ABSTAIN / OUTSTANDING
54%						6%						40%

The information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.

2Item 5.~~The~~01. Changes ~~Company~~in ~~solicited~~Control ~~consents from its unitholders to approve (i) the Merger Agreement and the Merger (pursuant to Section 18-209~~ of the Delaware LLC Act) and (ii) the Merger and the Rollover Transaction, taken together (pursuant to Rule 17a-8 of the 1940 Act using the voting standard set forth in Section 2(a)(42) thereunder) (the “Merger Proposal”)Registrant. ~~The Merger Proposal was approved by the Company’s unitholders based on the following votes:~~

CONSENT						OBJECT						ABSTAIN / OUTSTANDING
54%						6%						40%

As a result of the Merger, a change in control of the Company occurred. The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.

~~The~~Item ~~Closing~~5.02. Departure ~~remains~~of ~~subject~~Directors ~~to the satisfaction (~~or, toCertain ~~the~~Officers; ~~extent~~Election ~~legally~~of ~~permissible,~~Directors; ~~waiver)~~Appointment of ~~the~~Certain ~~various~~Officers; ~~conditions~~Compensatory toArrangements ~~Closing~~of ~~set~~Certain ~~forth in the Merger Agreement~~Officers.

~~Item~~Pursuant ~~9.01. Financial~~to ~~Statements~~the terms of the Merger Agreement, as of the effective time of the Merger, each of the named officers and ~~Exhibits~~directors of the Company ceased to be named officers and directors of the Company.

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).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Exhibit
2.1						Agreement and Plan of Merger, dated as of October 11, 2024, among New Mountain Guardian III BDC, L.L.C., New Mountain Private Credit Fund and New Mountain Finance Advisers L.L.C. (for the limited purposes set forth therein) (incorporated by reference to Exhibit 2.1 filed with New Mountain Guardian III BDC L.L.C.’s Current Report on Form 8-K (File No. 000-56072) on October 16, 2024).
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: ~~November~~December 618, 2024

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