SCHEDULE 13D/A
0001104659-20-016798
0001781870
XXXXXXXX
LIVE
3
Units of Limited Liability Company Interests
12/17/2024
false
0001788186
000000000
New Mountain Guardian Investments III, L.L.C.
1633 BROADWAY
48TH FLOOR
NEW YORK
NY
10019
Joseph Hartswell
212-720-0300
New Mntn Guardian Investments III L.L.C.
1633 Broadway, 48th Floor
New York
NY
10019
0001781870
N
New Mountain Guardian III BDC, L.L.C.
b
WC
N
DE
0.00
0.00
0.00
0.00
0.00
N
0
OO
0001018327
N
KLINSKY STEVEN B
b
OO
N
X1
0.00
0.00
0.00
0.00
0.00
N
0
IN
Units of Limited Liability Company Interests
New Mountain Guardian Investments III, L.L.C.
1633 BROADWAY
48TH FLOOR
NEW YORK
NY
10019
For clarification, the Reporting Person is New Mountain Guardian Investments III, L.L.C, with CIK 0001788186 and the Issuer is New Mountain Guardian III, B.D.C. with CIK 0001781870. We are filing this way in order to link to the original Schedule 13D filing which was filed incorrectly with the reporting person's CIKs flipped.
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statements on Schedule 13D filed on February 12, 2020, as amended by Amendment No. 1 filed on May 7, 2020, as amended by Amendment No. 2 filed on October 3, 2022 (as so amended, the "Schedule 13D") relating to the units of limited liability company interests (the "Units") of New Mountain Guardian III BDC, L.L.C. (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. The principal executive office of the Issuer is 1633 Broadway, 48th Floor, New York, New York 10019.
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
On December 17, 2024 (the "Closing Date"), New Mountain Private Credit Fund ("NEWCRED") acquired the Issuer pursuant to an Agreement and Plan of Merger dated as of October 11, 2024 (the "Merger Agreement"), by and among the Issuer, NEWCRED, and solely for the limited purposes set forth therein, New Mountain Finance Advisers, L.L.C. ("NMFA"). On the Closing Date, among other things, (a) the Issuer merged with and into NEWCRED (the "Merger") with NEWCRED continuing as the surviving company and (b) each Unit, was, at the option of the holder, either (i) converted into the right to receive an amount in cash equal to the Issuer per Unit net asset value ("NAV") determined as set forth in the Merger Agreement, (ii) transferred to NEWCRED in exchange for shares of beneficial interest of NEWCRED (such transfer, the "Rollover Transaction"), or a combination thereof (the "Unit Merger Consideration").
Reporting Persons executed a subscription agreement for their entire ownership of 28,078,480 Units to be exchanged for shares of beneficial interest of NEWCRED in the Rollover Transaction. Consequently, the 28,078,480 Issuer Units directly held by New Mountain Guardian Investments III, L.L.C. at the time of the Merger were converted into the right to receive the Unit Merger Consideration, and the Reporting Persons no longer beneficially own any Units.
Items 5(a)-(c) and (e) of the Schedule 13D is hereby amended and restated as follows:
On the Closing Date following the Merger and as of the date hereof, each of the Reporting do not beneficially own any Units.
On the Closing Date following the Merger and as of the date hereof, each of the Reporting do not beneficially own any Units.
Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Units during the past 60 days.
On the Closing Date, following the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Units outstanding.
New Mountain Guardian III BDC, L.L.C.
/s/ Joseph Hartswell
12/19/2024
KLINSKY STEVEN B
/s/ Joseph Hartswell
12/19/2024