8-K

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): September 30, 2021

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 or organization)	(Commission File Number)	(IRS Employer Identification Number)

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	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. o

Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2021, New Mountain Guardian III BDC, L.L.C. (the “Company”) entered into a letter agreement (the “Letter Agreement”) to, among other things, increase from $177,253,110 to $225,784,214 the maximum amount of credit available to the Company pursuant to the Loan Authorization Agreement, dated as of July 30, 2019, by and between the Company and BMO Harris Bank N.A.

The description above is only a summary of the material provisions of the Letter Agreement and is qualified in its entirety by reference to the copy of the Letter Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a)         Not applicable.

(b)         Not applicable.

(c)          Not applicable.

(d)         Exhibits.

Exhibit No.

10.1. Letter Agreement, dated as of September 30, 2021, amending the Loan Authorization Agreement, dated as of July 30, 2019, by and between New Mountain Guardian III BDC, L.L.C. and BMO Harris Bank N.A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW MOUNTAIN Guardian III BDC, L.L.C.
Date: October 6, 2021	By:	/s/ Karrie J. Jerry
		Name:	Karrie J. Jerry
		Title:	Corporate Secretary

EX-10.1

Exhibit 10.1

September 30, 2021

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

787 Seventh Avenue, 49th Floor 

New York, New York 10019

Re:       New Mountain Guardian III BDC, L.L.C. – Facility Increase Letter

Ladies and Gentlemen:

Reference is hereby made to the Loan Authorization Agreement dated as of July 30, 2019, among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to date hereof, the “Loan Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement.

The Fund has requested that the Lender agree to, and the Lender has agreed to, increase the Amount of Maximum Credit under the Loan Agreement from $177,253,110 to 225,784,214, subject to the terms and conditions of the Loan Agreement. As of the date hereof and until otherwise agreed to in writing by the Lender, the Section entitled “Amount of Maximum Credit” appearing on the first page of the Loan Agreement is hereby amended to replace the reference of “$177,253,110” therein with a reference to “$225,784,214”.

Except for the amendments set forth herein, the Loan Agreement shall remain in full force and effect in accordance with its current terms. Delivery of executed counterparts of this letter agreement by telecopy or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as originals.

[Signature Page Follows] 

This letter agreement supersedes and replaces any other written agreement or prior oral discussion regarding the matters set forth herein. This letter agreement shall be governed by the laws of the State of New York.

Very truly yours,
BMO Harris Bank N.A.
By:	/s/ Kristina Burdin
Name:	Kristina Burdin
Title:	Director

[Signature Page to Facility Increase Letter (September 2021) – New Mountain Guardian III BDC, L.L.C.]

Acknowledged and agreed to by:

New Mountain Guardian III BDC, L.L.C.
By:	/s/ Shiraz Kajee
Name:	Shiraz Kajee
Its:	Authorized Signatory

[Signature Page to Facility Increase Letter (September 2021) – New Mountain Guardian III BDC, L.L.C.]