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

Filed: 27 May 21, 5:12pm






Washington, D.C. 20549










Pursuant to section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 25, 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)




File Number)



(IRS Employer

Identification Number)



787 7th Avenue, 48th Floor, 
New York, New York10019
(Address of principal executive offices)(Zip Code)


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



(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:


¨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
 Name of each exchange on which registered


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 3.02.Unregistered Sale of Equity Securities. 


On May 25, 2021, New Mountain Guardian III BDC, L.L.C. (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 2,500,500 of the Company’s units (the “Units”) for an aggregate offering price of $25,005,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Units. The sale of the Units is expected to close on June 9, 2021.


The sale of the Units described herein was and will be made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Units up to the amount of its capital commitment on an as-needed basis with a minimum of 10 calendar days’ prior notice to investors.


The issuance and sale of the Units are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.







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.


Date: May 27, 2021By:/s/ Karrie J. Jerry
  Name: Karrie J. Jerry
  Title:Corporate Secretary