UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


ý			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

x~~Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

For the ~~Quarter~~Quarterly Period Ended ~~September 30, 2019~~March 31, 2022

o~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~


o			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission
File Number

Exact name of registrant as specified in its charter, ~~address~~addresses of principal executive
offices, telephone numbers and states or other jurisdictions of incorporation or organization

I.R.S. Employer
Identification Number

000-56072

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

~~84-1918127~~

~~787 Seventh Avenue,~~

1633 Broadway, 48th Floor

New York, New York 10019

Telephone: (212) 720-0300

State of Organization: Delaware

84-1918127

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

~~Trading~~
~~Symbol(s)~~

Name of each exchange on which registered

~~None~~

None

N/A

~~N/A~~

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


			Title of each class
Units of Limited Liability Company Interests

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the ~~“Exchange Act”~~"Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes xý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of ~~“large~~"large accelerated ~~filer,” “accelerated filer,” “smaller~~filer", "accelerated filer", "smaller reporting ~~company,”~~company" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer xý

Smaller reporting company o

Emerging growth company xý

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No xý

The number of the ~~registrant’s~~registrant's limited liability company units outstanding as of ~~November 13, 2019~~May 12, 2022 was ~~9,867,928.~~

114,906,527. As of March 31, 2022, there was no established public market for the registrant's limited liability company common units.

Table of Contents

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2019~~

MARCH 31, 2022

TABLE OF CONTENTS

	~~PAGE~~
			PAGE
PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

		New Mountain Guardian III BDC, L.L.C.
		Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Members’~~Members' Capital as of ~~September 30, 2019~~March 31, 2022 (unaudited) and December 31, 2021	3
		Consolidated Statements of Operations for the three months ended ~~September 30, 2019~~March 31, 2022 (unaudited) and ~~the period from May 22, 2019 (inception) to September 30, 2019~~March 31, 2021 (unaudited)	4
		Consolidated Statements of Changes in ~~Members’~~Members' Capital for the three months ended ~~September 30, 2019~~March 31, 2022 (unaudited) and ~~the period from May 22, 2019 (inception) to September 30, 2019~~March 31, 2021 (unaudited)	5
		Consolidated ~~Statement~~Statements of Cash Flows for the ~~period from May 22, 2019 (inception) to September 30, 2019~~three months ended March 31, 2022 (unaudited) and March 31, 2021 (unaudited)	6
		Consolidated Schedule of Investments as of ~~September 30, 2019~~March 31, 2022 (unaudited)	7
		Consolidated Schedule of Investments as of December 31, 2021	23
		Notes to the Consolidated Financial Statements of New Mountain Guardian III BDC, L.L.C. (unaudited)	11 37
		Report of Independent Registered Public Accounting Firm	29 59

Item 2.		~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	30 60
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	42 74
Item 4.		Controls and Procedures	43 75

PART II. OTHER INFORMATION			44

Item 1.		Legal Proceedings	44 76
Item 1A.		Risk Factors	44 76
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	44 76
Item 3.		Defaults Upon Senior Securities	45 76
Item 4.		Mine Safety Disclosures	45 76
Item 5.		Other Information	45 76
Item 6.		Exhibits	46 77
		Signatures	47 78

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

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

Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Members’~~Members' Capital

(in thousands, except units and per unit data)

(unaudited)

September 30, 2019

Assets

Non-controlled/non-affiliated investments at fair value (cost of $229,434)

$
229,629

Cash and cash equivalents

84,572

Interest receivable

929

Deferred offering costs

130

Other assets

65

Total assets

$
315,325

Liabilities

Borrowings

BMO Subscription Line

$
118,415

Wells Credit Facility

39,600

Deferred financing costs (net of accumulated amortization of $38)

(1,671
)
Net borrowings

156,344

Payable for unsettled securities purchased

56,465

Accrued organizational and offering expenses

1,049

Payable to affiliates

494

Interest payable

366

Management fee payable

110

Other liabilities

949

Total liabilities

215,777

Commitments and contingencies (See Note 8)

Members’ Capital

Common units, 9,867,928 units issued and outstanding

98,679

Accumulated distributable earnings

869

Total members’ capital

$
99,548

Total liabilities and members’ capital

$
315,325

Outstanding common units

9,867,928

Members’ capital per unit

$
10.09


	March 31, 2022		December 31, 2021
Assets
Non-controlled/non-affiliated investments at fair value (cost of $1,850,836 and $1,726,611, respectively)	$	1,848,635	$	1,725,182
Cash and cash equivalents	19,770		24,121
Interest and dividend receivable	10,884		7,707



Other assets	510		787
Total assets	$	1,879,799	$	1,757,797
Liabilities
Borrowings
Wells Credit Facility	$	422,100	$	473,100
Unsecured Notes	275,000		175,000

BMO Subscription Line	—		92,000
Deferred financing costs (net of accumulated amortization of $1,928 and $1,477, respectively)	(6,501)		(5,679)
Net borrowings	690,599		734,421
Distribution payable	20,798		19,477
Payable for unsettled securities purchased	8,352		79,176
Incentive fee payable	6,862		3,327
Management fee payable	5,407		2,370
Interest payable	2,805		2,876
Payable to affiliate	592		310
Other liabilities	2,094		1,561
Total liabilities	737,509		843,518
Commitments and contingencies (See Note 8)
Members' Capital
Common units, 114,906,527 and 91,925,222 units issued and outstanding, respectively	1,145,395		915,583
Accumulated overdistributed earnings	(3,105)		(1,304)
Total members' capital	$	1,142,290	$	914,279
Total liabilities and members' capital	$	1,879,799	$	1,757,797

Members' capital per unit	$	9.94	$	9.95

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Statements of Operations

(in thousands, except units and per unit data)

(unaudited)

Three Months Ended
March 31, 2022 March 31, 2021
Investment income
Interest income (excluding Payment-in-kind ("PIK") interest income) $ 28,421 $ 8,754
PIK interest income 1,583 83
Dividend income 1,814 —
Fee income 2,348 1,197
Total investment income 34,166 10,034
Expenses
Interest and other financing expenses 6,302 1,533
Incentive fee 3,535 1,040
Management fee 3,303 1,045
Administrative expenses 711 300
Professional fees 383 169
Organizational and offering expenses — 117
Other general and administrative expenses 40 38
Total expenses 14,274 4,242
Less: management fees waived (See Note 5) (265) (104)
Net expenses 14,009 4,138
Net investment income before income taxes 20,157 5,896
Income tax expense 123 —
Net investment income 20,034 5,896
Net change in unrealized (depreciation) appreciation of investments (772) 2,212
Net realized and unrealized (losses) gains (772) 2,212
Net increase in members' capital resulting from operations $ 19,262 $ 8,108
Earnings per unit (basic & diluted) $ 0.20 $ 0.30
Weighted average common units outstanding - basic & diluted (See Note 10) 93,968,005 27,387,291

~~(unaudited)~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

September 30, 2019

September 30, 2019

Investment income

Interest income

$
1,323

$
1,323

Other income

1,407

1,407

Total investment income

2,730

2,730

Expenses

Organizational and offering expenses

292

942

Interest and other financing expenses

431

431

Administrative expenses

394

394

Management fee (offset by placement fees of $45 and $45, respectively)

362

362

Professional fees

102

102

Other general and administrative expenses

32

32

Total expenses

1,613

2,263

Less: management fees waived (See Note 5)

(252
)
(252
)
Net expenses

1,361

2,011

Net investment income

1,369

719

Net realized and unrealized gains (losses)

Net change in unrealized appreciation of investments

195

195

Net realized gains (losses) on investments

—

—

Net realized and unrealized gains (losses)

195

195

Net increase in members’ capital resulting from operations

$
1,564

$
914

Earnings per unit (basic & diluted)

$
0.34

$
0.28

Weighted average common units outstanding - basic & diluted (See Note 10)

4,612,278

3,214,618

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Statements of Changes in ~~Members’~~Members' Capital

(in thousands, except ~~units and per unit data)~~units)

(unaudited)

Three Months Ended
March 31, 2022 March 31, 2021
Increase in members' capital resulting from operations:
Net investment income $ 20,034 $ 5,896
Net change in unrealized (depreciation) appreciation of investments (772) 2,212
Net increase in members' capital resulting from operations 19,262 8,108
Capital transactions
Contributions 229,812 53,550
Placement fees (265) (104)
Distributions declared to unitholders from net investment income (20,798) (5,504)
Total net increase in members' capital resulting from capital transactions 208,749 47,942
Net increase in members' capital 228,011 56,050
Members' capital at the beginning of the period 914,279 253,775
Members' capital at the end of the period $ 1,142,290 $ 309,825
Capital unit activity
Units issued 22,981,305 5,355,000

~~(unaudited)~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

September 30, 2019

September 30, 2019

Increase (decrease) in members’ capital resulting from operations:

Net investment income

$
1,369

$
719

Net realized gains (losses) on investments

—

—

Net change in unrealized appreciation of investments

195

195

Net increase in members’ capital resulting from operations

1,564

914

Capital transactions

Contributions

98,680

98,680

Cancellation of Units

(1
)
(1
)
Placement fees

(45
)
(45
)
Total net increase in members’ capital resulting from capital transactions

98,634

98,634

Net increase in members’ capital

100,198

99,548

Members’ capital at the beginning of the period

(650
)
—

Members’ capital at the end of the period

$
99,548

$
99,548

Capital share activity

Units issued

9,868,028

9,868,028

Units canceled

(100
)
(100
)
Net increase in units outstanding

9,867,928

9,867,928

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated ~~Statement~~Statements of Cash Flows

(in thousands)

(unaudited)

For the period from
May 22, 2019 (inception) to

September 30, 2019

Cash flows from operating activities

Net increase in members’ capital resulting from operations

$
914

Adjustments to reconcile net (increase) decrease in members’ capital resulting from operations to net cash (used in) provided by operating activities:

Net change in unrealized appreciation of investments

(195
)
Amortization of purchase discount

(16
)
Amortization of deferred financing costs

38

Amortization of deferred offering costs

25

Non-cash investment income

(61
)
(Increase) decrease in operating assets:

Purchase of investments and delayed draw facilities

(229,459
)
Proceeds from sales and paydowns of investments

57

Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities

46

Interest receivable

(929
)
Deferred offering costs

(155
)
Other assets

(65
)
Increase (decrease) in operating liabilities:

Payable for unsettled securities purchased

56,465

Accrued organizational and offering expenses

1,049

Payable to affiliates

426

Interest payable

366

Management fee payable

110

Other liabilities

146

Net cash flows used in operating activities

(171,238
)
Cash flows from financing activities

Net proceeds from issuance of common units

98,680

Placement fees paid

(45
)
Cancellation of common units

(1
)
Proceeds from BMO Subscription Line

118,415

Proceeds from Wells Credit Facility

39,600

Deferred financing costs paid

(839
)
Net cash flows provided by financing activities

255,810

Net increase in cash and cash equivalents

84,572

Cash and cash equivalents at the beginning of the period

—

Cash and cash equivalents at the end of the period

$
84,572

Supplemental disclosure of cash flow information

Cash interest paid

$
24

Non-cash financing activities:

Accrual for offering costs

$
155

Accrual for deferred financing costs

871


	Three Months Ended
	March 31, 2022		March 31, 2021
Cash flows from operating activities
Net increase in members' capital resulting from operations	$	19,262	$	8,108
Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:

Net change in unrealized depreciation (appreciation) of investments	772		(2,212)
Amortization of purchase discount	(594)		(463)
Amortization of deferred financing costs	451		108

Non-cash investment income	(2,238)		(69)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities	(128,041)		(145,528)
Proceeds from sales and paydowns of investments	6,791		26,229
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities	181		18
Cash paid for purchase of drawn portion of revolving credit facilities	(78)		—
Cash paid on drawn revolvers	(9,825)		(1,101)
Cash repayments on drawn revolvers	9,579		1,140

Interest and dividend receivable	(3,177)		(856)

Other assets	277		(135)
Increase (decrease) in operating liabilities:
Payable for unsettled securities purchased	(70,824)		54,846
Interest payable	(71)		(52)
Incentive fee payable	3,535		261
Management fee payable	3,037		(28)

Payable to affiliates	282		145
Other liabilities	458		(42)
Net cash flows used in operating activities	(170,223)		(59,631)
Cash flows from financing activities
Distributions	(19,477)		(4,902)
Net proceeds from issuance of common units	229,812		53,550

Proceeds from BMO Subscription Line	63,000		42,000
Repayment of BMO Subscription Line	(155,000)		(69,000)
Proceeds from Wells Credit Facility	118,000		37,000
Repayment of Wells Credit Facility	(169,000)		—
Proceeds from Unsecured Notes	100,000		—

Placement fees paid	(265)		—

Deferred financing costs paid	(1,198)		(3)
Net cash flows provided by financing activities	165,872		58,645
Net decrease in cash and cash equivalents	(4,351)		(986)
Cash and cash equivalents at the beginning of the period	24,121		8,766
Cash and cash equivalents at the end of the period	$	19,770	$	7,780

Supplemental disclosure of cash flow information
Cash interest paid	$	5,867	$	1,273



Non-cash financing activities:
Distributions declared and payable	$	20,798	$	5,504
Accrual for placement fees	265		120
Accrual for deferred financing costs	211		—

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments

~~September 30, 2019~~

March 31, 2022

(in ~~thousands)~~thousands, except shares)

(unaudited)

~~(unaudited)~~

Portfolio Company, Location and
Industry (1)

Type of
Investment

Interest Rate (5)

Acquisition
Date

Maturity /
Expiration
Date

Principal
Amount
or
Par Value

Cost

Fair
Value

Percent of
Members’
Capital

Non-Controlled/Non-Affiliated Investments

Funded Debt Investments - Canada

Project Boost Purchaser, LLC**

Business Services

Second lien (2)

10.09% (L + 8.00%/Q)

9/17/2019

5/21/2027

$
12,000

$
12,000

$
12,000

12.05
%
Total Funded Debt Investments - Canada

$
12,000

$
12,000

$
12,000

12.05
%
Funded Debt Investments - United Arab Emirates

GEMS Menasa (Cayman) Limited**

Education

First lien

7.04% (L + 5.00%/M)

7/30/2019

7/30/2026

$
21,374

$
21,267

$
21,427

21.52
%
Total Funded Debt Investments - United Arab Emirates

$
21,374

$
21,267

$
21,427

21.52
%
Funded Debt Investments - United States

KAMC Holdings, Inc.

Business Services

Second lien (2)(3)

10.18% (L + 8.00%/Q)

8/14/2019

8/13/2027

$
22,500

$
22,333

$
22,331

22.44
%
Bluefin Holding, LLC

Software

Second lien (2)

9.86% (L + 7.75%/Q)

9/6/2019

9/6/2027

22,000

22,000

22,000

22.10
%
MED Parentco, LP

Healthcare Services

Second lien (2)

10.29% (L + 8.25%/M)

8/2/2019

8/30/2027

22,000

21,836

21,890

21.99
%
Bullhorn, Inc.

Software

First lien (2)

7.60% (L + 5.50%/Q)

9/24/2019

10/1/2025

19,431

19,285

19,285

19.37
%
Clarkson Eyecare, LLC

Healthcare Services

First lien (2)(3)

8.37% (L + 6.25%/Q)

8/21/2019

4/2/2021

11,054

10,947

10,944

First lien (2)

8.39% (L + 6.25%/Q)

9/11/2019

4/2/2021

7,369

7,297

7,296

18,423

18,244

18,240

18.33
%
Definitive Healthcare Holdings, LLC

Healthcare Information Technology

First lien (3)

8.67% (L + 5.50% + 1.00% PIK/Q)*

8/7/2019

7/16/2026

17,638

17,552

17,550

17.63
%
PaySimple, Inc.

Software

First lien (2)

7.55% (L + 5.50%/M)

8/19/2019

8/23/2025

11,123

11,012

10,956

11.01
%
Recorded Future, Inc.

Software

First lien (3)

8.79% (L + 6.75%/M)

8/26/2019

7/3/2025

10,417

10,365

10,365

10.41
%
OEConnection LLC

Business Services

Second lien (2)

10.27% (L + 8.25%/M)

9/25/2019

9/25/2027

7,677

7,600

7,600

7.63
%
Integral Ad Science, Inc.

Software

First lien (3)

9.30% (L + 6.00% + 1.25% PIK/M)*

8/27/2019

7/19/2024

7,532

7,457

7,532

7.57
%
AG Parent Holdings, LLC

Healthcare Services

First lien (2)

7.26% (L + 5.00%/Q)

7/30/2019

7/31/2026

7,500

7,463

7,477

7.51
%
CFS Management, LLC

Healthcare Services

First lien (2)(3)

7.95% (L + 5.75%/S)

8/6/2019

7/1/2024

7,508

7,471

7,470

7.50
%
Sphera Solutions, Inc.

Software

First lien (2)

9.13% (L + 7.00%/Q)

9/10/2019

6/14/2022

7,485

7,412

7,410

7.44
%
Frontline Technologies Group Holdings, LLC

Education

First lien (2)(3)

8.60% (L + 6.50%/Q)

8/15/2019

9/18/2023

4,638

4,638

4,638

4.66
%
TMK Hawk Parent, Corp.

Distribution & Logistics

First lien (2)

5.57% (L + 3.50%/Q)

9/27/2019

8/28/2024

4,698

3,935

3,923

3.94
%
JAMF Holdings, Inc.

Software

First lien (2)(3)

9.18% (L + 7.00%/Q)

8/27/2019

11/11/2022

3,253

3,229

3,253

3.27
%
iCIMS, Inc.


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Recorded Future, Inc.
Software	First lien (2)(4)	6.26% (L + 5.25%/Q)	12/30/2021	7/3/2025	$	42,394	$	42,196	$	42,182
	First lien (4)	6.26% (L + 5.25%/Q)	8/26/2019	7/3/2025	13,481		13,410		13,414
					55,875		55,606		55,596		4.87	%
GS Acquisitionco, Inc.
Software	First lien (2)(4)	7.25% (L + 5.75%/S)	2/6/2020	5/22/2026	44,507		44,329		44,507
	First lien (4)(5) - Drawn	7.25% (L + 5.75%/S)	2/6/2020	5/22/2026	2,008		2,000		2,008
					46,515		46,329		46,515		4.07	%
OA Buyer, Inc.
Healthcare Information Technology	First lien (2)(4)	6.75% (L + 6.00%/M)	12/20/2021	12/20/2028	46,682		46,230		46,215		4.04	%
Diamondback Acquisition, Inc.
Software	First lien (2)(4)	6.51% (L + 5.50%/Q)	9/13/2021	9/13/2028	42,952		42,549		42,522		3.72	%
Notorious Topco, LLC
Consumer Products	First lien (2)(4)	8.00% (L + 6.50%/S)	11/23/2021	11/23/2027	41,576		41,280		41,265
	First lien (4)(5) - Drawn	8.00% (L + 6.50%/S)	11/23/2021	5/24/2027	964		958		956
					42,540		42,238		42,221		3.70	%
KWOR Acquisition, Inc.
Business Services	First lien (2)(4)	6.00% (L + 5.25%/M)	12/22/2021	12/22/2028	40,699		40,403		40,394
	First lien (4)(5) - Drawn	7.75% (P + 4.25%/Q)	12/22/2021	12/22/2027	367		367		365
					41,066		40,770		40,759		3.57	%
CCBlue Bidco, Inc.
Healthcare Services	First lien (2)(4)	7.00% (L + 3.50% + 2.75% PIK/Q)*	12/20/2021	12/21/2028	40,385		39,996		39,981		3.50	%
IG Investments Holdings, LLC
Business Services	First lien (2)(4)	7.01% (L + 6.00%/Q)	9/22/2021	9/22/2028	39,639		39,266		39,243
	First lien (4)(5) - Drawn	8.50% (P + 5.00%/Q)	9/22/2021	9/22/2027	620		617		614
					40,259		39,883		39,857		3.49	%
Al Altius US Bidco, Inc.
Software	First lien (2)(4)	6.25% (L + 5.50%/S)	12/20/2021	12/20/2028	38,500		38,127		38,115		3.34	%
Frontline Technologies Group Holdings, LLC
Software	First lien (2)(4)	6.25% (L + 5.25%/Q)	12/30/2020	9/18/2023	19,750		19,750		19,750
	First lien (2)(4)	6.25% (L + 5.25%/Q)	8/15/2019	9/18/2023	12,045		11,904		12,045
	First lien (2)(4)	6.25% (L + 5.25%/Q)	6/15/2021	9/18/2023	3,764		3,764		3,764
					35,559		35,418		35,559		3.11	%
Galway Borrower LLC
Insurance Services	First lien (2)(4)	6.26% (L + 5.25%/Q)	9/30/2021	9/29/2028	32,702		32,395		32,375
	First lien (4)	6.26% (L + 5.25%/Q)	9/30/2021	9/29/2028	2,255		2,249		2,233
	First lien (4)(5) - Drawn	6.26% (L + 5.25%/Q)	9/30/2021	9/29/2028	477		458		473
					35,434		35,102		35,081		3.07	%
Stamps.com Inc.
Software	First lien (2)(4)	6.50% (L + 5.75%/Q)	10/5/2021	10/5/2028	19,925		19,737		19,726
	First lien (2)(4)	6.50% (L + 5.75%/Q)	12/13/2021	10/5/2028	14,439		14,299		14,294
					34,364		34,036		34,020		2.98	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

~~September 30, 2019~~

March 31, 2022

(in ~~thousands)~~thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

CFS Management, LLC
Healthcare Services	First lien (2)(4)	7.25% (SOFR + 6.25%/Q)	8/6/2019	7/1/2024	$	24,414	$	24,307	$	24,414
	First lien (4)	7.25% (SOFR + 6.25%/Q)	9/1/2021	7/1/2024	5,721		5,692		5,721
	First lien (4)	7.25% (SOFR + 6.25%/Q)	8/6/2019	7/1/2024	2,181		2,175		2,181
	First lien (4)(5) - Drawn	7.25% (SOFR + 6.25%/Q)	2/15/2022	7/1/2024	100		100		100
					32,416		32,274		32,416		2.84	%
DECA Dental Holdings LLC
Healthcare Services	First lien (2)(4)	6.76% (L + 5.75%/Q)	8/26/2021	8/28/2028	28,884		28,615		28,595
	First lien (4)(5) - Drawn	6.76% (L + 5.75%/Q)	8/26/2021	8/28/2028	3,040		3,012		3,010
					31,924		31,627		31,605		2.77	%
Eisner Advisory Group LLC
Financial Services	First lien (2)	6.00% (L + 5.25%/M)	8/16/2021	7/28/2028	28,476		28,344		28,334
	First lien	6.00% (L + 5.25%/M)	8/16/2021	7/28/2028	2,848		2,834		2,833
					31,324		31,178		31,167		2.73	%
Associations, Inc.
Consumer Services	First lien (2)(4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	17,557		17,484		17,469
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	4,322		4,303		4,301
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	4,322		4,303		4,300
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	2,610		2,599		2,597
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	2,077		2,067		2,066
					30,888		30,756		30,733		2.69	%
Wealth Enhancement Group, LLC
Financial Services	First lien (4)(5) - Drawn	6.75% (L + 5.75%/M)	8/13/2021	10/4/2027	24,751		24,699		24,751
	First lien (4)	6.75% (L + 5.75%/S)	1/10/2022	10/4/2027	3,114		3,084		3,114
	First lien (4)	6.75% (L + 5.75%/S)	1/10/2022	10/4/2027	2,088		2,068		2,088
	First lien (4)(5) - Drawn	6.75% (L + 5.75%/S)	8/13/2021	10/4/2027	614		611		614
					30,567		30,462		30,567		2.68	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(4)	6.76% (L + 5.75%/Q)	12/30/2021	9/8/2028	25,000		24,757		24,751
	First lien (2)(4)	6.76% (L + 5.75%/Q)	9/8/2021	9/8/2028	4,015		3,982		3,975
	First lien (4)(5) - Drawn	6.76% (L + 5.75%/Q)	9/8/2021	9/8/2028	1,581		1,568		1,566
					30,596		30,307		30,292		2.65	%
GraphPAD Software, LLC
Healthcare Information Technology	First lien (2)(4)	6.50% (L + 5.50%/A)	12/1/2021	4/27/2027	18,164		18,078		18,073
	First lien (2)(4)	6.50% (L + 5.50%/A)	4/28/2021	4/27/2027	10,421		10,376		10,369
	First lien (2)(4)	6.50% (L + 5.50%/A)	10/14/2021	4/27/2027	1,602		1,595		1,594
					30,187		30,049		30,036		2.63	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and
Industry (1)

Type of
Investment

Interest Rate (5)

Acquisition
Date

Maturity /
Expiration
Date

Principal
Amount
or
Par Value

Cost

Fair
Value

Percent of
Members’
Capital

Software

First lien (3)

8.56% (L + 6.50%/M)

8/27/2019

9/12/2024

$
2,290

$
2,267

$
2,267

2.28
%
Alegeus Technologies Holdings Corp.

Healthcare Services

First lien (2)(3)

8.54% (L + 6.25%/Q)

8/27/2019

9/5/2024

2,134

2,113

2,134

2.14
%
Total Funded Debt Investments - United States

$
198,247

$
196,212

$
196,321

197.22
%
Total Funded Debt Investments

$
231,621

$
229,479

$
229,748

230.79
%
Total Funded Investments

$
229,479

$
229,748

230.79
%
Unfunded Debt Investments - United States

Recorded Future, Inc.

Software

First lien (3)(4) - Undrawn

—

8/26/2019

1/3/2021

$
833

$
(4
)
$
(4
)

First lien (3)(4) - Undrawn

—

8/26/2019

7/3/2025

1,250

(6
)
(6
)

2,083

(10
)
(10
)
(0.01
)%
CFS Management, LLC

Healthcare Services

First lien (3)(4) - Undrawn

—

8/6/2019

7/1/2024

2,214

(11
)
(11
)
(0.01
)%
Bullhorn, Inc.

Software

First lien (4) - Undrawn

—

9/24/2019

10/1/2021

1,606

(12
)
(12
)

First lien (4) - Undrawn

—

9/24/2019

10/1/2025

964

(7
)
(7
)

2,570

(19
)
(19
)
(0.02
)%
Definitive Healthcare Holdings, LLC

Healthcare Information Technology

First lien (3)(4) - Undrawn

—

8/7/2019

7/16/2021

3,913

—

(19
)

First lien (3)(4) - Undrawn

—

8/7/2019

7/16/2024

978

(5
)
(5
)

4,891

(5
)
(24
)
(0.03
)%
PaySimple, Inc.

Software

First lien (4) - Undrawn

—

8/19/2019

8/24/2020

3,626

—

(55
)
(0.05
)%
Total Unfunded Debt Investments - United States

$
15,384

$
(45
)
$
(119
)
(0.12
)%
Total Unfunded Debt Investments

$
15,384

$
(45
)
$
(119
)
(0.12
)%
Total Non-Controlled/Non-Affiliated Investments

$
229,434

$
229,629

230.67
%
Total Investments

$
229,434

$
229,629

230.67
%


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (2)(4)	6.25% (L + 5.50%/M)	12/22/2021	12/22/2027	$	20,337	$	20,141	$	20,133
	Subordinated (4)	11.50% PIK/Q*	12/22/2021	12/22/2031	9,834		9,694		9,687
					30,171		29,835		29,820		2.61	%
Ocala Bidco, Inc.
Healthcare Information Technology	First lien (2)(4)	7.00% (L + 3.50% + 2.75% PIK/Q)*	12/27/2021	11/24/2028	30,011		29,645		29,636		2.59	%
Icebox Holdco III, Inc.
Distribution & Logistics	Second lien (2)	7.76% (L + 6.75%/Q)	12/15/2021	12/21/2029	30,000		29,853		29,569		2.58	%
OEC Holdco, LLC (12)
OEConnection LLC
Business Services	Second lien (2)(4)	7.50% (L + 7.00%/M)	12/17/2021	9/25/2027	19,234		19,050		19,042
	Second lien (2)(4)	7.50% (L + 7.00%/M)	9/25/2019	9/25/2027	7,677		7,618		7,600
					26,911		26,668		26,642		2.33	%
Idera, Inc.
Software	Second lien (4)	7.50% (L + 6.75%/S)	3/8/2021	3/2/2029	26,250		26,301		26,250		2.30	%
Vehlo Purchaser, LLC
Software	First lien (4)	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	19,490		19,312		19,295
	First lien (4)(5) - Drawn	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	5,652		5,601		5,596
	First lien (4)(5) - Drawn	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	840		835		831
					25,982		25,748		25,722		2.25	%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)	7.75% (L + 7.00% PIK/Q)*	11/1/2021	11/1/2028	22,765		22,554		22,537
	First lien (4)	7.75% (L + 7.00% PIK/Q)*	3/11/2022	11/1/2028	3,120		3,089		3,089
					25,885		25,643		25,626		2.24	%
Energize Holdco LLC
Business Services	Second lien (2)(4)	7.25% (L + 6.75%/M)	11/19/2021	12/7/2029	24,900		24,778		24,775		2.17	%
Businessolver.com, Inc.
Software	First lien (2)(4)	6.50% (L + 5.75%/S)	12/1/2021	12/1/2027	24,594		24,477		24,472		2.14	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (2)(4)	6.76% (L + 5.75%/Q)	12/20/2021	12/21/2027	17,834		17,662		17,656
	First lien (4)	6.71% (L + 5.75%/Q)	12/20/2021	12/21/2027	5,948		5,891		5,889
	First lien (4)(5) - Drawn	6.50% (L + 5.75%/Q)	12/20/2021	12/21/2027	608		603		602
					24,390		24,156		24,147		2.11	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Bullhorn, Inc.
Software	First lien (2)(4)	6.76% (L + 5.75%/Q)	9/24/2019	9/30/2026	$	18,993	$	18,894	$	18,993
	First lien (4)	6.76% (L + 5.75%/Q)	10/5/2021	9/30/2026	1,325		1,322		1,325
	First lien (2)(4)	6.76% (L + 5.75%/Q)	10/5/2021	9/30/2026	1,214		1,211		1,214
	First lien (4)	6.76% (L + 5.75%/Q)	9/24/2019	9/30/2026	879		874		879
	First lien (4)	6.76% (L + 5.75%/Q)	9/24/2019	9/30/2026	394		392		394
	First lien (4)	6.76% (L + 5.75%/Q)	9/24/2019	9/30/2026	314		312		314
					23,119		23,005		23,119		2.02	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Drawn	6.46% (L + 5.50%/Q)	11/26/2021	11/26/2027	17,350		17,182		17,350
	First lien (4)	6.51% (L + 5.50%/Q)	5/19/2021	11/26/2027	4,975		4,934		4,975
					22,325		22,116		22,325		1.95	%
Bluefin Holding, LLC
Software	Second lien (2)(4)	8.26% (L + 7.75%/Q)	9/6/2019	9/3/2027	22,000		22,000		22,000		1.93	%
MED Parentco, LP
Healthcare Services	Second lien (2)	8.71% (L + 8.25%/M)	8/2/2019	8/30/2027	22,000		21,875		21,927		1.92	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (2)(4)	6.76% (L + 5.75%/Q)	3/30/2021	8/4/2025	8,437		8,403		8,437
	First lien (2)(4)	7.26% (L + 6.25%/Q)	8/4/2020	8/4/2025	7,430		7,365		7,475
	First lien (2)(4)	6.76% (L + 5.75%/Q)	3/4/2021	8/4/2025	4,705		4,686		4,705
	First lien (4)	7.26% (L + 6.25%/Q)	8/4/2020	8/4/2025	621		616		625
	First lien (4)	7.26% (L + 6.25%/Q)	8/4/2020	8/4/2025	392		388		394
					21,585		21,458		21,636		1.89	%
Fortis Solutions Group, LLC
Packaging	First lien (2)(4)	6.51% (L + 5.50%/Q)	10/15/2021	10/13/2028	21,030		20,831		20,820		1.82	%
MRI Software LLC
Software	First lien (2)(4)	6.51% (L + 5.50%/Q)	1/31/2020	2/10/2026	16,502		16,444		16,502
	First lien (2)(4)	6.51% (L + 5.50%/Q)	3/24/2021	2/10/2026	3,770		3,762		3,770
	First lien (4)	6.51% (L + 5.50%/Q)	1/31/2020	2/10/2026	477		475		477
					20,749		20,681		20,749		1.82	%
Foundational Education Group, Inc.
Education	Second lien	7.00% (L + 6.50%/M)	8/19/2021	8/31/2029	19,706		19,630		19,595		1.72	%
KAMC Holdings, Inc
Business Services	Second lien (2)(4)	8.47% (L + 8.00%/Q)	8/14/2019	8/13/2027	22,500		22,373		19,535		1.71	%
RealPage, Inc.
Business Services	Second lien	7.25% (L + 6.50%/M)	2/18/2021	4/23/2029	19,250		19,118		19,370		1.70	%
OB Hospitalist Group, Inc.
Healthcare Services	First lien (2)(4)	6.25% (L + 5.50%/M)	9/21/2021	9/27/2027	19,416		19,235		19,222		1.68	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

VetCor Professional Practices LLC
Consumer Services	First lien (4)(5) - Drawn	5.06% (L + 4.25%/S)	12/3/2021	7/2/2025	$	11,945	$	11,890	$	11,885
	Second lien (4)(5) - Drawn	7.53% (L + 6.50%/S)	12/3/2021	7/2/2026	7,026		6,977		6,973
					18,971		18,867		18,858		1.65	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien	7.50% (L + 6.75%/M)	5/11/2021	11/19/2027	18,882		18,882		18,728		1.64	%
TigerConnect, Inc.
Healthcare Services	First lien (2)(4)	7.75% (SOFR + 6.75%/Q)	2/16/2022	2/16/2028	18,409		18,228		18,225		1.60	%
Daxko Acquisition Corporation
Software	First lien (2)(4)	6.25% (L + 5.50%/Q)	10/15/2021	10/16/2028	17,883		17,714		17,704
	First lien (4)(5) - Drawn	6.25% (L + 5.50%/S)	10/15/2021	10/16/2028	398		394		394
					18,281		18,108		18,098		1.58	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (2)(4)	6.75% (L + 5.75%/S)	4/20/2021	4/20/2028	17,486		17,350		17,334		1.52	%
EAB Global, Inc.
Education	Second lien (4)	7.00% (L + 6.50%/S)	8/16/2021	8/16/2029	16,548		16,314		16,299		1.42	%
Relativity ODA LLC
Software	First lien (4)	7.50% (L + 6.50% PIK/M)*	5/12/2021	5/12/2027	15,396		15,237		15,203		1.33	%
Granicus, Inc.
Software	First lien (2)(4)	7.50% (L + 6.50%/Q)	1/27/2021	1/29/2027	10,695		10,627		10,695
	First lien (4)	7.50% (L + 6.50%/Q)	1/27/2021	1/29/2027	2,995		2,976		2,995
	First lien (4)(5) - Drawn	7.01% (L + 6.00%/Q)	4/23/2021	1/29/2027	1,386		1,374		1,372
					15,076		14,977		15,062		1.32	%
USRP Holdings, Inc.
Federal Services	First lien (2)(4)	6.50% (L + 5.50%/Q)	7/22/2021	7/23/2027	13,222		13,098		13,090
	First lien (4)	6.50% (L + 5.50%/Q)	7/22/2021	7/23/2027	1,877		1,860		1,858
	First lien (4)(5) - Drawn	6.51% (L + 5.50%/Q)	7/22/2021	7/23/2027	7		8		7
					15,106		14,966		14,955		1.31	%
DCA Investment Holding, LLC
Healthcare Services	First lien (2)(4)	6.75% (SOFR + 6.00%/S)	3/12/2021	4/3/2028	9,600		9,538		9,600
	First lien (4)	6.75% (SOFR + 6.00%/S)	3/12/2021	4/3/2028	5,035		5,007		5,035
					14,635		14,545		14,635		1.28	%
iCIMS, Inc.
Software	First lien (2)(4)	7.50% (L + 6.50%/S)	11/16/2020	9/12/2024	12,261		12,178		12,261
	First lien (2)(4)	7.50% (L + 6.50%/S)	8/27/2019	9/12/2024	2,290		2,278		2,290
					14,551		14,456		14,551		1.27	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)	6.33% (SOFR + 5.50%/Q)	2/25/2022	2/25/2028	13,862		13,793		13,792		1.21	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

New Trojan Parent, Inc.
Healthcare Services	Second lien (4)	7.75% (L + 7.25%/M)	1/22/2021	1/5/2029	$	13,238	$	13,179	$	13,238	1.16	%
Syndigo LLC
Software	Second lien (4)	8.75% (L + 8.00%/S)	12/14/2020	12/15/2028	12,500		12,426		12,500		1.09	%
VT Topco, Inc.
Business Services	Second lien (4)	7.76% (L + 6.75%/Q)	7/30/2021	7/31/2026	7,837		7,811		7,837
	Second lien (2)(4)	7.76% (L + 6.75%/Q)	8/6/2020	7/31/2026	4,475		4,189		4,475
					12,312		12,000		12,312		1.08	%
DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien (4)	7.50% (L + 6.75%/M)	3/18/2021	3/30/2029	12,188		12,160		12,188		1.06	%
Specialtycare, Inc.
Healthcare Services	First lien (2)(4)	6.75% (L + 5.75%/Q)	6/18/2021	6/18/2028	11,816		11,687		11,674		1.02	%
NMC Crimson Holdings, Inc.
Healthcare Services	First lien (2)(4)	6.75% (L + 6.00%/M)	3/1/2021	3/1/2028	11,101		10,955		11,101		0.97	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare Services	First lien (2)(4)	6.51% (L + 5.50%/Q)	8/2/2021	8/2/2028	10,818		10,718		10,710
	First lien (4)(5) - Drawn	6.51% (L + 5.50%/Q)	8/2/2021	8/2/2028	29		28		28
					10,847		10,746		10,738		0.94	%
Maverick Bidco Inc.
Software	Second lien (4)	7.50% (L + 6.75%/Q)	4/29/2021	5/18/2029	9,000		8,979		8,977
	Second lien (4)	9.25% (P + 5.75%/Q)	4/29/2021	5/18/2029	1,200		1,194		1,197
					10,200		10,173		10,174		0.89	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (2)(4)	6.70% (L + 5.25%/S)	12/29/2021	12/29/2028	10,216		10,117		10,114		0.89	%
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (4)	7.70% (L + 7.25%/M)	7/16/2021	8/10/2026	10,000		9,978		10,000		0.88	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (2)(4)	7.00% (L + 6.00%/S)	3/13/2020	2/6/2026	8,123		8,095		8,123
	First lien (2)(4)	9.00% (L + 8.00%/S)	10/15/2020	8/6/2026	1,462		1,450		1,462
					9,585		9,545		9,585		0.84	%
Kaseya Inc.
Software	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	3/4/2020	5/2/2025	5,175		5,129		5,175
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	3/4/2020	5/2/2025	2,052		2,038		2,052
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	9/8/2021	5/2/2025	1,706		1,694		1,706
	First lien (4)(5) - Drawn	7.50% (L + 5.50% + 1.00% PIK/Q)*	9/8/2021	5/2/2025	417		414		417
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	8/3/2020	5/2/2025	231		228		231
					9,581		9,503		9,581		0.84	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Infogain Corporation
Software	First lien (2)(4)	6.75% (L + 5.75%/S)	7/30/2021	7/28/2028	$	9,221	$	9,157	$	9,152
	First lien (4)(5) - Drawn	6.75% (L + 5.75%/Q)	7/30/2021	7/30/2026	371		370		368
					9,592		9,527		9,520		0.83	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(4)	6.26% (L + 5.25%/Q)	7/19/2021	7/19/2027	8,281		8,197		8,188
	First lien (4)(5) - Drawn	6.25% (L + 5.25%/M)	7/19/2021	7/19/2026	906		897		896
					9,187		9,094		9,084		0.80	%
KPSKY Acquisition Inc.
Industrial Services	First lien (2)(4)	6.25% (L + 5.50%/M)	10/19/2021	10/19/2028	8,655		8,572		8,568
	First lien (4)(5) - Drawn	8.00% (P + 4.50%/Q)	10/19/2021	10/19/2028	495		490		490
					9,150		9,062		9,058		0.79	%
Huskies Parent, Inc.
Business Services	First lien (2)(4)	6.25% (L + 5.50%/Q)	12/31/2021	11/3/2028	8,525		8,463		8,461
	First lien (4)(5) - Drawn	6.25% (L + 5.50%/Q)	12/31/2021	11/3/2027	298		296		296
					8,823		8,759		8,757		0.77	%
Mamba Purchaser, Inc.
Healthcare Services	Second lien (4)	7.00% (L + 6.50%/M)	9/29/2021	10/15/2029	8,709		8,655		8,652		0.76	%
Radwell Parent, LLC
Distribution & Logistics	First lien	6.60% (SOFR + 5.75%/Q)	3/11/2022	4/1/2029	8,427		8,364		8,364		0.73	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(4)	6.00% (L + 5.25%/S)	6/30/2021	6/29/2027	7,449		7,382		7,422
	First lien (4)(5) - Drawn	6.15% (L + 5.25%/S)	6/30/2021	6/29/2027	908		900		905
					8,357		8,282		8,327		0.73	%
Smile Doctors LLC
Healthcare Services	First lien (4)	6.76% (L + 5.75%/Q)	2/14/2022	12/23/2028	7,464		7,428		7,426
	First lien (4)(5) - Drawn	6.93% (L + 5.75%/S)	2/14/2022	12/23/2028	287		284		285
					7,751		7,712		7,711		0.68	%
AG Parent Holdings, LLC
Healthcare Services	First lien (2)	5.46% (L + 5.00%/M)	7/30/2019	7/31/2026	7,331		7,306		7,223		0.63	%
Community Brands ParentCo, LLC
Software	First lien (4)	6.50% (SOFR + 5.75%/Q)	2/24/2022	2/24/2028	7,217		7,146		7,145		0.62	%
Ministry Brands Holdings, LLC
Software	First lien (2)(4)	6.51% (L + 5.50%/Q)	12/31/2021	12/29/2028	7,062		7,028		7,027		0.62	%
USIC Holdings, Inc.
Business Services	Second lien	7.25% (L + 6.50%/M)	5/7/2021	5/14/2029	7,000		6,968		6,942		0.61	%
Allworth Financial Group, L.P.
Financial Services	First lien (2)(4)	5.75% (SOFR + 4.75%/M)	1/10/2022	12/23/2026	5,135		5,086		5,084
	First lien (4)(5) - Drawn	5.75% (SOFR + 4.75%/M)	1/10/2022	12/23/2026	1,293		1,281		1,280
					6,428		6,367		6,364		0.56	%
GC Waves Holdings, Inc.
Financial Services	First lien (2)(4)(5) - Drawn	6.28% (L + 5.50%/M)	8/12/2021	8/13/2026	6,301		6,245		6,301		0.55	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)	4.50% (L + 3.50%/M)	9/27/2019	8/28/2024	7,309		6,607		6,249		0.55	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Vectra Co.
Business Products	Second lien	7.71% (L + 7.25%/M)	6/22/2020	3/8/2026	$	6,248	$	5,940	$	6,019	0.53	%
Calabrio, Inc.
Software	First lien (4)	8.01% (L + 7.00%/Q)	4/16/2021	4/16/2027	5,979		5,940		5,940		0.52	%
Safety Borrower Holdings LLC
Information Services	First lien (2)(4)	6.76% (L + 5.75%/Q)	9/1/2021	9/1/2027	5,742		5,715		5,713
	First lien (4)(5) - Drawn	8.25% (P + 4.75%/Q)	9/1/2021	9/1/2027	128		128		127
					5,870		5,843		5,840		0.51	%
PDQ.com Corporation
Information Technology	First lien (2)(4)	6.01% (L + 5.00%/Q)	12/30/2021	8/27/2027	5,700		5,672		5,672		0.50	%
Appriss Health Holdings, LLC (7)
Appriss Health, LLC
Healthcare Information Technology	First lien (4)	8.25% (L + 7.25%/Q)	5/6/2021	5/6/2027	4,688		4,646		4,641		0.41	%
Therapy Brands Holdings LLC
Healthcare Information Technology	Second lien (2)(4)	7.54% (L + 6.75%/S)	5/12/2021	5/18/2029	4,222		4,202		4,202		0.37	%
Cloudera, Inc.
Software	Second lien	6.50% (L + 6.00%/M)	8/10/2021	10/8/2029	4,006		3,997		3,956		0.35	%
MH Sub I, LLC (Micro Holding Corp.)
Software	Second lien	6.71% (L + 6.25%/M)	2/12/2021	2/23/2029	3,000		2,993		2,979		0.26	%
Alegeus Technologies Holding Corp.
Healthcare Services	First lien (2)(4)	9.25% (L + 8.25%/S)	8/27/2019	9/5/2024	2,134		2,123		2,134		0.19	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (2)(4)	6.75% (L + 5.75%/M)	12/17/2021	2/20/2026	1,869		1,861		1,869		0.16	%
Total Funded Debt Investments - United States					$	1,713,954	$	1,700,894	$	1,699,135	148.75	%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(4)	6.75% (L + 6.00%/Q)	10/1/2021	9/29/2028	$	32,801	$	32,492	$	32,472	2.84	%
Total Funded Debt Investments - Netherlands					$	32,801	$	32,492	$	32,472	2.84	%
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (2)(4)	8.71% (L + 8.25%/M)	10/8/2019	10/8/2027	$	22,500	$	22,371	$	22,500	1.97	%
Total Funded Debt Investments - United Kingdom					$	22,500	$	22,371	$	22,500	1.97	%
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services	Second lien (2)(4)	8.46% (L + 8.00%/M)	9/17/2019	5/31/2027	$	12,000	$	12,000	$	12,000	1.05	%
Total Funded Debt Investments - Canada					$	12,000	$	12,000	$	12,000	1.05	%
Funded Debt Investments - United Arab Emirates
GEMS Menasa (Cayman) Limited**
Education	First lien	6.00% (L + 5.00%/S)	7/30/2019	7/31/2026	$	8,423	$	8,393	$	8,412	0.74	%
Total Funded Debt Investments - United Arab Emirates					$	8,423	$	8,393	$	8,412	0.74	%
Total Funded Debt Investments					$	1,789,678	$	1,776,150	$	1,774,519	155.35	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Equity - United States
Dealer Tire Holdings, LLC (10)
Distribution & Logistics	Preferred shares (4)	—	9/13/2021	—	30,082		$	32,268	$	33,270	2.91	%
OEC Holdco, LLC (12)
Business Services	Preferred shares (3)(4)	—	12/17/2021	—	17,786		17,608		17,608		1.54	%
ACI Parent Inc. (11)
Healthcare Services	Preferred shares (4)	—	8/2/2021	—	12,500		13,375		13,365		1.17	%
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (4)	—	4/6/2021	—	5,000		5,469		5,462		0.48	%
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software	Preferred shares (4)	—	4/20/2021	—	5,000		5,439		5,432		0.48	%
Appriss Health Holdings, LLC (7)
Appriss Health Intermediate Holdings, Inc.
Healthcare Information Technology	Preferred shares (4)	—	5/6/2021	—	1,167		1,269		1,267		0.11	%
Pioneer Topco I, L.P. (13)
Software	Ordinary shares (4)	—	11/1/2021	—	10		—		—		—	%
Total Shares - United States							$	75,428	$	76,404	6.69	%
Total Shares							$	75,428	$	76,404	6.69	%
Total Funded Investments							$	1,851,578	$	1,850,923	162.04	%
Unfunded Debt Investments - United States
NMC Crimson Holdings, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	3/1/2021	3/1/2023	$	4,898	$	—	$	—	—	%
GC Waves Holdings, Inc.
Financial Services	First lien (2)(4)(5) - Undrawn	—	8/12/2021	8/11/2023	4,319		—		—		—	%
DCA Investment Holding, LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	3/12/2021	3/10/2023	1,591		—		—		—	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	10/22/2021	10/22/2023	10,490		—		—		—	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	3/13/2020	2/6/2025	592		(2)		—		—	%
GS AcquisitionCo, Inc.
Software	First lien (4)(5) - Undrawn	—	10/7/2021	11/2/2022	14,450		—		—
	First lien (4)(5) - Undrawn	—	2/6/2020	5/22/2026	354		(2)		—
					14,804		(2)		—		—	%
MRI Software LLC
Software	First lien (4)(5) - Undrawn	—	2/11/2022	8/16/2023	4,347		—		—
	First lien (2)(4)(5) - Undrawn	—	3/24/2021	6/30/2022	910		—		—
	First lien (4)(5) - Undrawn	—	1/31/2020	2/10/2026	1,170		(4)		—
					6,427		(4)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Kaseya Inc.
Software	First lien (4)(5) - Undrawn	—	8/3/2020	5/2/2025	$	156	$	(2)	$	—
	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2023	385		(3)		—
					541		(5)		—		—	%
CFS Management, LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	2/15/2022	2/15/2024	1,036		(6)		—		—	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Undrawn	—	11/26/2021	11/26/2023	6,874		—		—
	First lien (4)(5) - Undrawn	—	11/26/2021	11/26/2024	741		(7)		—
					7,615		(7)		—		—	%
Bullhorn, Inc.
Software	First lien (4)(5) - Undrawn	—	9/24/2019	9/30/2026	964		(5)		—
	First lien (4)(5) - Undrawn	—	10/5/2021	11/8/2022	1,382		(3)		—
					2,346		(8)		—		—	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (4)(5) - Undrawn	—	8/4/2020	8/4/2025	2,335		(12)		—		—	%
Wealth Enhancement Group, LLC
Financial Services	First lien (4)(5) - Undrawn	—	8/13/2021	10/4/2027	1,867		(5)		—
	First lien (4)(5) - Undrawn	—	8/13/2021	6/3/2022	15,160		(35)		—
					17,027		(40)		—		—	%
Smile Doctors LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	2/14/2022	12/26/2023	249		(1)		(1)		(0.00)	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	7/19/2021	7/19/2026	226		(3)		(3)		(0.00)	%
Appriss Health Holdings, LLC (7)
Appriss Health, LLC
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	5/6/2021	5/6/2027	313		(3)		(3)		(0.00)	%
Calabrio, Inc.
Software	First lien (4)(5) - Undrawn	—	4/16/2021	4/16/2027	720		(5)		(5)		(0.00)	%
KPSKY Acquisition Inc.
Industrial Services	First lien (4)(5) - Undrawn	—	10/19/2021	10/19/2023	497		—		(5)		(0.00)	%
Recorded Future, Inc.
Software	First lien (4)(5) - Undrawn	—	8/26/2019	7/3/2025	1,630		(8)		(8)		(0.00)	%
Safety Borrower Holdings LLC
Information Services	First lien (4)(5) - Undrawn	—	9/1/2021	9/1/2027	384		(2)		(2)
	First lien (4)(5) - Undrawn	—	9/1/2021	9/1/2022	1,279		—		(6)
					1,663		(2)		(8)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Trinity Air Consultants Holdings Corporation
Business Services	First lien (4)(5) - Undrawn	—	6/30/2021	6/29/2027	$	727	$	(7)	$	(3)
	First lien (4)(5) - Undrawn	—	6/30/2021	6/29/2023	1,635		—		(6)
					2,362		(7)		(9)		(0.00)	%
Huskies Parent, Inc.
Business Services	First lien (4)(5) - Undrawn	—	12/31/2021	11/3/2027	426		(3)		(3)
	First lien (4)(5) - Undrawn	—	12/31/2021	11/3/2023	751		—		(6)
					1,177		(3)		(9)		(0.00)	%
Associations, Inc.
Consumer Services	First lien (4)(5) - Undrawn	—	7/2/2021	7/2/2027	1,772		(8)		(9)		(0.00)	%
Therapy Brands Holdings LLC
Healthcare Information Technology	Second lien (2)(4)(5) - Undrawn	—	5/12/2021	5/18/2023	1,778		—		(9)		(0.00)	%
Granicus, Inc.
Software	First lien (4)(5) - Undrawn	—	1/27/2021	1/29/2027	1,207		(7)		—
	First lien (4)(5) - Undrawn	—	4/23/2021	4/21/2023	911		—		(9)
					2,118		(7)		(9)		(0.00)	%
Infogain Corporation
Software	First lien (4)(5) - Undrawn	—	7/30/2021	7/30/2026	1,483		(11)		(11)		(0.00)	%
Radwell Parent, LLC
Distribution & Logistics	First lien (5) - Undrawn	—	3/11/2022	4/1/2028	449		(3)		(3)
	First lien (5) - Undrawn	—	3/11/2022	4/1/2024	1,124		(8)		(8)
					1,573		(11)		(11)		(0.00)	%
Community Brands ParentCo, LLC
Software	First lien (4)(5) - Undrawn	—	2/24/2022	2/24/2028	425		(4)		(4)
	First lien (4)(5) - Undrawn	—	2/24/2022	2/26/2024	849		—		(8)
					1,274		(4)		(12)		(0.00)	%
Ministry Brands Holdings, LLC
Software	First lien (4)(5) - Undrawn	—	12/31/2021	12/30/2027	678		(3)		(3)
	First lien (4)(5) - Undrawn	—	12/31/2021	12/30/2023	2,260		—		(11)
					2,938		(3)		(14)		(0.00)	%
Specialtycare, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	6/18/2021	6/18/2026	280		(4)		(3)
	First lien (4)(5) - Undrawn	—	6/18/2021	6/18/2023	1,015		(6)		(12)
					1,295		(10)		(15)		(0.00)	%
Relativity ODA LLC
Software	First lien (4)(5) - Undrawn	—	5/12/2021	5/12/2027	1,439		(15)		(18)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Sun Acquirer Corp.
Consumer Services	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2027	$	559	$	(4)	$	(6)
	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2023	1,378		(10)		(14)
					1,937		(14)		(20)		(0.00)	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (4)(5) - Undrawn	—	4/20/2021	4/20/2027	2,259		(17)		(20)		(0.00)	%
IG Investments Holdings, LLC
Business Services	First lien (4)(5) - Undrawn	—	9/22/2021	9/22/2027	2,482		(25)		(25)		(0.00)	%
OB Hospitalist Group, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	9/21/2021	9/27/2027	2,523		(23)		(25)		(0.00)	%
Daxko Acquisition Corporation
Software	First lien (4)(5) - Undrawn	—	10/15/2021	10/15/2027	1,331		(12)		(13)
	First lien (4)(5) - Undrawn	—	10/15/2021	10/16/2023	1,813		—		(18)
					3,144		(12)		(31)		(0.00)	%
Businessolver.com, Inc.
Software	First lien (4)(5) - Undrawn	—	12/1/2021	12/1/2023	6,622		—		(33)		(0.00)	%
TigerConnect, Inc.
Healthcare Services	First lien (2)(4)(5) - Undrawn	—	2/16/2022	2/16/2023	759		—		(8)
	First lien (4)(5) - Undrawn	—	2/16/2022	2/16/2028	2,630		(26)		(26)
					3,389		(26)		(34)		(0.00)	%
KWOR Acquisition, Inc.
Business Services	First lien (4)(5) - Undrawn	—	12/22/2021	12/22/2027	5,285		(40)		(40)		(0.00)	%
Ocala Bidco, Inc.
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	12/27/2021	5/24/2024	3,196		—		(40)		(0.00)	%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)(5) - Undrawn	—	11/1/2021	11/1/2027	4,009		(37)		(40)		(0.00)	%
GraphPAD Software, LLC
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	4/28/2021	4/27/2027	1,500		(6)		—
	First lien (4)(5) - Undrawn	—	12/1/2021	11/29/2023	9,932		(47)		(50)
					11,432		(53)		(50)		(0.00)	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	8/2/2021	8/2/2027	1,144		(10)		(11)
	First lien (4)(5) - Undrawn	—	8/2/2021	8/2/2023	3,977		—		(40)
					5,121		(10)		(51)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)(5) - Undrawn	—	2/25/2022	2/25/2028	$	1,214	$	(6)	$	(6)
	First lien (4)(5) - Undrawn	—	2/25/2022	2/25/2024	9,710		—		(49)
					10,924		(6)		(55)		(0.00)	%
OA Buyer, Inc.
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	12/20/2021	12/20/2028	5,959		(57)		(60)		(0.01)	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (4)(5) - Undrawn	—	12/29/2021	12/29/2027	1,057		(10)		(11)
	First lien (4)(5) - Undrawn	—	12/29/2021	6/29/2023	5,284		—		(53)
					6,341		(10)		(64)		(0.01)	%
Notorious Topco, LLC
Consumer Products	First lien (4)(5) - Undrawn	—	11/23/2021	5/24/2027	2,650		(20)		(20)
	First lien (4)(5) - Undrawn	—	11/23/2021	11/23/2023	6,023		—		(45)
					8,673		(20)		(65)		(0.01)	%
Allworth Financial Group, L.P.
Financial Services	First lien (4)(5) - Undrawn	—	1/10/2022	12/23/2022	260		(3)		(3)
	First lien (4)(5) - Undrawn	—	1/10/2022	12/23/2026	1,573		(15)		(16)
	First lien (4)(5) - Undrawn	—	1/20/2022	1/20/2024	5,118		—		(51)
					6,951		(18)		(70)		(0.01)	%
PDQ.com Corporation
Information Technology	First lien (4)(5) - Undrawn	—	12/30/2021	8/28/2023	14,286		—		(71)		(0.01)	%
Diamondback Acquisition, Inc.
Software	First lien (4)(5) - Undrawn	—	9/13/2021	9/13/2023	7,203		—		(72)		(0.01)	%
Galway Borrower LLC
Insurance Services	First lien (4)(5) - Undrawn	—	9/30/2021	9/30/2027	2,518		(23)		(25)
	First lien (4)(5) - Undrawn	��	9/30/2021	9/29/2023	4,810		—		(48)
					7,328		(23)		(73)		(0.01)	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	12/20/2021	12/21/2027	1,776		(18)		(18)
	First lien (4)(5) - Undrawn	—	12/20/2021	12/21/2023	5,959		—		(60)
					7,735		(18)		(78)		(0.01)	%
CCBlue Bidco, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	12/20/2021	12/21/2023	7,946		—		(79)		(0.01)	%
USRP Holdings, Inc.
Federal Services	First lien (4)(5) - Undrawn	—	7/22/2021	7/23/2027	425		(4)		(4)
	First lien (4)(5) - Undrawn	—	7/22/2021	7/23/2023	8,516		—		(85)
					8,941		(4)		(89)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

DECA Dental Holdings LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	8/26/2021	8/26/2027	$	2,292	$	(21)	$	(23)
	First lien (4)(5) - Undrawn	—	8/26/2021	8/28/2023	6,875		—		(69)
					9,167		(21)		(92)		(0.01)	%
Al Altius US Bidco, Inc.
Software	First lien (4)(5) - Undrawn	—	12/20/2021	12/13/2023	9,300		—		(93)		(0.01)	%

Fortis Solutions Group, LLC
Packaging	First lien (4)(5) - Undrawn	—	10/15/2021	10/15/2027	2,928		(27)		(29)
	First lien (4)(5) - Undrawn	—	10/15/2021	10/13/2023	8,541		—		(85)
					11,469		(27)		(114)		(0.01)	%
Vehlo Purchaser, LLC
Software	First lien (4)(5) - Undrawn	—	8/27/2021	8/27/2027	3,358		(34)		(34)
	First lien (4)(5) - Undrawn	—	8/27/2021	8/28/2023	8,325		—		(83)
					11,683		(34)		(117)		(0.02)	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	12/22/2021	12/22/2027	2,427		(23)		(24)
	First lien (4)(5) - Undrawn	—	12/22/2021	12/22/2023	22,329		—		(223)
					24,756		(23)		(247)		(0.02)	%
VetCor Professional Practices LLC
Consumer Services	First lien (4)(5) - Undrawn	—	12/3/2021	7/2/2024	3,137		(14)		(16)
	First lien (4)(5) - Undrawn	—	12/3/2021	12/4/2023	16,247		—		(81)
	Second lien (4)(5) - Undrawn	—	12/3/2021	12/4/2023	21,203		—		(159)
					40,587		(14)		(256)		(0.03)	%
Total Unfunded Debt Investments - United States					$	349,176	$	(719)	$	(2,263)	(0.20)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (4)(5) - Undrawn	—	10/1/2021	10/1/2027	$	2,460	$	(23)	$	(25)	(0.00)	%
Total Unfunded Debt Investments - Netherlands					$	2,460	$	(23)	$	(25)	(0.00)	%
Total Unfunded Debt Investments					$	351,636	$	(742)	$	(2,288)	(0.20)	%
Total Non-Controlled/Non-Affiliated Investments							$	1,850,836	$	1,848,635	161.84	%
Total Investments							$	1,850,836	$	1,848,635	161.84	%

(1)New Mountain Guardian III BDC, L.L.C. (the ~~“Company”~~"Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the ~~“Securities Act”~~"Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be ~~“restricted securities”~~"restricted securities" under the Securities Act.

(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Company as ~~Collateral Manager,~~collateral manager, New Mountain Guardian III SPV, L.L.C. (“("GIII ~~SPV”~~SPV") as the ~~Borrower,~~borrower, Wells Fargo Bank, National Association as the ~~Administrative Agent,~~administrative agent, and ~~Collateral Custodian.~~collateral custodian. See Note 6. Borrowings, for details.

(3)Investment is held in New Mountain Guardian III OEC, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(in thousands, except shares)

(unaudited)

(4)The fair value of the ~~Company’s~~Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.

~~(4)~~(5)Par ~~Value~~value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.

(6)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), Secured Overnight Financing Rate (SOFR), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of March 31, 2022.

(7)The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The Company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity in Appriss Health Intermediate Holdings, Inc. is entitled to receive cumulative preferential dividends at a rate of 11.00% per annum.

(8)The Company holds investments in two subsidiaries of Project Essential Topco, Inc. The Company holds a first lien term loan and first lien revolver in Project Essential Bidco, Inc. and preferred equity in Project Essential Super Parent, Inc. The preferred equity in Project Essential Super Parent, Inc. is entitled to receive cumulative preferential dividends at a rate of L + 9.50% per annum.

(9)The Company holds investments in two wholly-owned subsidiaries of Diamond Parent Holdings Corp. The Company holds three first lien term loans, two first lien delayed draws and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer, Inc. is entitled to receive cumulative preferential dividends at a rate of 10.50% per annum.

(10)The Company holds preferred equity in Dealer Tire Holdings, LLC., that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.

(11)The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.

(12)The Company holds investments in OEC Holdco, LLC, and a wholly-owned subsidiary of OEC Holdco, LLC. The Company holds two second lien term loans in OEConnection LLC, and preferred equity in OEC Holdco, LLC. The preferred equity is entitled to receive preferential dividends at a rate of 11.00% per annum.

(13)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds two first lien term loans and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.

* All or a portion of interest contains payment-in-kind ("PIK") interest. See Note 2. Summary of Significant Accounting Policies—Revenue Recognition, for details.

** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of March 31, 2022, 4.01% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

March 31, 2022

(unaudited)


	March 31, 2022
Investment Type	Percent of Total Investments at Fair Value
First lien	74.30	%
Second lien	21.05	%
Subordinated	0.52	%
Equity and other	4.13	%
Total investments	100.00	%


	March 31, 2022
Industry Type	Percent of Total Investments at Fair Value
Software	34.75	%
Business Services	15.22	%
Healthcare Services	14.26	%
Consumer Services	7.95	%
Healthcare Information Technology	6.27	%
Financial Services	4.56	%
Distribution & Logistics	4.29	%
Education	2.40	%
Consumer Products	2.28	%
Information Technology	2.06	%
Insurance Services	1.89	%
Packaging	1.12	%
Specialty Chemicals & Materials	1.01	%
Federal Services	0.80	%
Industrial Services	0.49	%
Business Products	0.33	%
Information Services	0.32	%
Total investments	100.00	%


	March 31, 2022
Interest Rate Type	Percent of Total Investments at Fair Value
Floating rates	95.64	%
Fixed rates	4.36	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Recorded Future, Inc.
Software	First lien (2)	7.00% (L + 6.00%/Q)	12/30/2021	7/3/2025	$	42,500	$	42,288	$	42,288
	First lien	7.00% (L + 6.00%/Q)	8/26/2019	7/3/2025	13,515		13,439		13,448
					56,015		55,727		55,736		6.10	%
OA Buyer, Inc.
Healthcare Information Technology	First lien (2)	6.75% (L + 6.00%/Q)	12/20/2021	12/20/2028	46,682		46,217		46,215		5.06	%
GS Acquisitionco, Inc.
Software	First lien (2)(4)	6.75% (L + 5.75%/S)	2/6/2020	5/22/2026	44,621		44,435		44,621
	First lien (4)(5) - Drawn	6.75% (L + 5.75%/Q)	2/6/2020	5/22/2026	1,122		1,119		1,122
					45,743		45,554		45,743		5.00	%
Diamondback Acquisition, Inc.
Software	First lien (2)(4)	6.25% (L + 5.50%/M)	9/13/2021	9/13/2028	43,059		42,644		42,629		4.66	%
Notorious Topco, LLC
Consumer Products	First lien (2)(4)	7.50% (L + 6.50%/Q)	11/23/2021	11/23/2027	41,680		41,373		41,368
	First lien (4)(5) - Drawn	7.50% (L + 6.50%/Q)	11/23/2021	5/24/2027	602		598		598
					42,282		41,971		41,966		4.59	%
KWOR Acquisition, Inc.
Business Services	First lien (2)	6.00% (L + 5.25%/M)	12/22/2021	12/22/2028	40,700		40,394		40,394
	First lien (5) - Drawn	7.50% (P + 4.25%/Q)	12/22/2021	12/22/2027	565		561		561
					41,265		40,955		40,955		4.48	%
IG Investments Holdings, LLC
Business Services	First lien (2)(4)	6.75% (L + 6.00%/Q)	9/22/2021	9/22/2028	39,738		39,354		39,341
	First lien (4)(5) - Drawn	6.75% (L + 6.00%/M)	9/22/2021	9/22/2027	1,551		1,537		1,536
					41,289		40,891		40,877		4.47	%
CCBlue Bidco, Inc.
Healthcare Services	First lien (2)	7.00% (L + 3.50% + 2.75% PIK/Q)*	12/20/2021	12/21/2028	40,259		39,859		39,857		4.36	%
Al Altius US Bidco, Inc.
Software	First lien (2)	6.25% (L + 5.50%/S)	12/20/2021	12/21/2028	38,500		38,116		38,115		4.17	%
Frontline Technologies Group Holdings, LLC
Software	First lien (2)(4)	6.25% (L + 5.25%/Q)	12/30/2020	9/18/2023	19,800		19,800		19,800
	First lien (2)(4)	6.25% (L + 5.25%/Q)	8/15/2019	9/18/2023	12,076		11,912		12,076
	First lien (2)(4)	6.25% (L + 5.25%/Q)	6/15/2021	9/18/2023	3,773		3,773		3,773
					35,649		35,485		35,649		3.90	%
Galway Borrower LLC
Insurance Services	First lien (2)(4)	6.00% (L + 5.25%/Q)	9/30/2021	9/29/2028	32,785		32,467		32,457
	First lien (4)	6.00% (L + 5.25%/Q)	9/30/2021	9/29/2028	2,261		2,254		2,238
					35,046		34,721		34,695		3.80	%
Stamps.com Inc.
Software	First lien (2)(4)	6.50% (L + 5.75%/Q)	10/5/2021	10/5/2028	19,926		19,732		19,726
	First lien (2)	6.50% (L + 5.75%/Q)	12/13/2021	10/5/2028	14,439		14,295		14,294
					34,365		34,027		34,020		3.72	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

DECA Dental Holdings LLC
Healthcare Services	First lien (2)(4)	6.50% (L + 5.75%/Q)	8/26/2021	8/28/2028	$	28,956	$	28,679	$	28,667
	First lien (4)(5) - Drawn	6.50% (L + 5.75%/Q)	8/26/2021	8/28/2028	3,048		3,019		3,018
					32,004		31,698		31,685		3.47	%
Eisner Advisory Group LLC
Financial Services	First lien (2)	6.00% (L + 5.25%/Q)	8/16/2021	7/28/2028	28,548		28,411		28,619
	First lien	6.00% (L + 5.25%/Q)	8/16/2021	7/28/2028	2,855		2,841		2,862
					31,403		31,252		31,481		3.44	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(4)	6.50% (L + 5.75%/Q)	12/30/2021	9/8/2028	25,000		24,750		24,750
	First lien (2)(4)	6.50% (L + 5.75%/Q)	9/8/2021	9/8/2028	4,025		3,991		3,985
	First lien (4)(5) - Drawn	6.50% (L + 5.75%/Q)	9/8/2021	9/8/2028	1,585		1,570		1,569
					30,610		30,311		30,304		3.31	%
GraphPAD Software, LLC
Healthcare Information Technology	First lien (2)(4)	6.50% (L + 5.50%/A)	12/1/2021	4/27/2027	18,209		18,119		18,119
	First lien (2)(4)	6.50% (L + 5.50%/A)	4/28/2021	4/27/2027	10,448		10,401		10,395
	First lien (2)(4)	6.50% (L + 5.50%/A)	10/14/2021	4/27/2027	1,606		1,598		1,598
					30,263		30,118		30,112		3.29	%
Icebox Holdco III, Inc.
Distribution & Logistics	Second lien (2)	7.25% (L + 6.75%/Q)	12/15/2021	12/21/2029	30,000		29,850		29,850		3.26	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (2)	6.25% (L + 5.50%/Q)	12/22/2021	12/22/2027	20,388		20,185		20,184
	Subordinated	11.50% PIK/Q*	12/22/2021	12/22/2031	9,533		9,390		9,390
					29,921		29,575		29,574		3.23	%
Ocala Bidco, Inc.
Healthcare Information Technology	First lien (2)	6.50% (L + 5.75%/Q)	12/27/2021	11/24/2028	29,913		29,539		29,539		3.23	%
Associations, Inc.
Consumer Services	First lien (2)(4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	15,098		15,028		15,023
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	4,295		4,275		4,273
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	4,295		4,275		4,273
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	2,594		2,582		2,581
	First lien (4)	7.50% (L + 4.00% + 2.50% PIK/Q)*	7/2/2021	7/2/2027	2,064		2,054		2,053
					28,346		28,214		28,203		3.08	%
CFS Management, LLC
Healthcare Services	First lien (2)(4)	6.50% (L + 5.50%/S)	8/6/2019	7/1/2024	22,431		22,326		22,431
	First lien (4)(5) - Drawn	6.50% (L + 5.50%/Q)	9/1/2021	7/1/2024	2,721		2,708		2,721
	First lien (4)	6.50% (L + 5.50%/S)	8/6/2019	7/1/2024	2,186		2,180		2,186
					27,338		27,214		27,338		2.99	%
OEC Holdco, LLC (12)
OEConnection LLC
Business Services	Second lien (2)	7.50% (L + 7.00%/M)	12/17/2021	9/25/2027	19,234		19,043		19,042
	Second lien (2)	7.50% (L + 7.00%/M)	9/25/2019	9/25/2027	7,677		7,616		7,600
					26,911		26,659		26,642		2.91	%
Idera, Inc.
Software	Second lien	7.50% (L + 6.75%/S)	3/8/2021	3/2/2029	26,250		26,302		26,381		2.89	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Vehlo Purchaser, LLC
Software	First lien (4)	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	$	19,539	$	19,354	$	19,343
	First lien (4)(5) - Drawn	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	5,667		5,613		5,610
	First lien (4)(5) - Drawn	5.75% (L + 5.00%/M)	8/27/2021	8/27/2027	840		833		831
					26,046		25,800		25,784		2.82	%
Energize Holdco LLC
Business Services	Second lien (2)	7.25% (L + 6.75%/Q)	11/19/2021	12/7/2029	24,900		24,776		24,775		2.71	%
Businessolver.com, Inc.
Software	First lien (2)	6.50% (L + 5.75%/S)	12/1/2021	12/1/2027	24,595		24,473		24,472		2.68	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (2)	6.50% (L + 5.75%/Q)	12/20/2021	12/21/2027	17,878		17,700		17,700
	First lien (5) - Drawn	6.50% (L + 5.75%/Q)	12/20/2021	12/21/2027	4,457		4,413		4,413
					22,335		22,113		22,113		2.42	%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)	7.75% (L + 7.00% PIK/Q)*	11/1/2021	11/1/2028	22,332		22,117		22,109		2.42	%
MED Parentco, LP
Healthcare Services	Second lien (2)	8.35% (L + 8.25%/M)	8/2/2019	8/30/2027	22,000		21,870		22,028		2.41	%
Bluefin Holding, LLC
Software	Second lien (2)(4)	7.93% (L + 7.75%/Q)	9/6/2019	9/3/2027	22,000		22,000		22,000		2.41	%
Bullhorn, Inc.
Software	First lien (2)(4)	6.75% (L + 5.75%/Q)	9/24/2019	9/30/2026	19,042		18,938		19,042
	First lien (2)(4)	6.75% (L + 5.75%/Q)	10/5/2021	9/30/2026	1,216		1,213		1,216
	First lien (4)	6.75% (L + 5.75%/Q)	9/24/2019	9/30/2026	881		876		881
	First lien (4)	6.75% (L + 5.75%/Q)	9/24/2019	9/30/2026	395		393		395
	First lien (4)	6.75% (L + 5.75%/Q)	9/24/2019	9/30/2026	315		313		315
					21,849		21,733		21,849		2.39	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (2)(4)	6.75% (L + 5.75%/Q)	3/30/2021	8/4/2025	8,458		8,422		8,416
	First lien (2)(4)	7.25% (L + 6.25%/Q)	8/4/2020	8/4/2025	7,449		7,379		7,523
	First lien (2)(4)	6.75% (L + 5.75%/Q)	3/4/2021	8/4/2025	4,717		4,697		4,693
	First lien (4)	7.25% (L + 6.25%/Q)	8/4/2020	8/4/2025	393		389		397
					21,017		20,887		21,029		2.30	%
Fortis Solutions Group, LLC
Packaging	First lien (2)(4)	6.25% (L + 5.50%/Q)	10/15/2021	10/13/2028	21,083		20,877		20,871		2.28	%
Wealth Enhancement Group, LLC**
Financial Services	First lien (4)(5) - Drawn	6.75% (L + 5.75%/Q)	8/13/2021	10/4/2027	19,382		19,336		19,382
	First lien (4)(5) - Drawn	6.75% (L + 5.75%/Q)	8/13/2021	10/4/2027	876		875		876
					20,258		20,211		20,258		2.22	%
Foundational Education Group, Inc.
Education	Second lien	7.00% (L + 6.50%/S)	8/19/2021	8/31/2029	19,706		19,628		19,706		2.15	%
RealPage, Inc.
Business Services	Second lien	7.25% (L + 6.50%/M)	2/18/2021	4/23/2029	19,250		19,115		19,635		2.15	%
KAMC Holdings, Inc
Business Services	Second lien (2)(4)	8.16% (L + 8.00%/Q)	8/14/2019	8/13/2027	22,500		22,368		19,622		2.15	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

OB Hospitalist Group, Inc.
Healthcare Services	First lien (2)(4)	6.25% (L + 5.50%/Q)	9/21/2021	9/27/2027	$	19,465	$	19,277	$	19,270
	First lien (4)(5) - Drawn	6.25% (L + 5.50%/M)	9/21/2021	9/27/2027	269		267		266
					19,734		19,544		19,536		2.14	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien	7.50% (L + 6.75%/Q)	5/11/2021	11/19/2027	18,882		18,882		18,890		2.07	%
Daxko Acquisition Corporation
Software	First lien (2)(4)	6.25% (L + 5.50%/Q)	10/15/2021	10/16/2028	17,928		17,753		17,748		1.94	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (2)(4)	6.75% (L + 5.75%/S)	4/20/2021	4/20/2028	17,530		17,389		17,377		1.90	%
MRI Software LLC
Software	First lien (2)(4)	6.50% (L + 5.50%/S)	1/31/2020	2/10/2026	16,544		16,483		16,544
	First lien (4)	6.50% (L + 5.50%/S)	1/31/2020	2/10/2026	478		476		478
	First lien (2)(4)	6.50% (L + 5.50%/Q)	3/24/2021	2/10/2026	154		154		154
					17,176		17,113		17,176		1.88	%
EAB Global, Inc.
Education	Second lien (4)	7.00% (L + 6.50%/S)	8/16/2021	8/16/2029	16,548		16,308		16,299		1.78	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Drawn	6.25% (L + 5.50%/Q)	11/26/2021	11/26/2027	11,159		11,048		11,159
	First lien (4)	6.25% (L + 5.50%/Q)	5/19/2021	11/26/2027	4,988		4,944		4,988
					16,147		15,992		16,147		1.77	%
Granicus, Inc.
Software	First lien (2)(4)	7.50% (L + 6.50%/Q)	1/27/2021	1/29/2027	10,722		10,651		10,642
	First lien (4)	7.50% (L + 6.50%/Q)	1/27/2021	1/29/2027	3,002		2,982		2,980
	First lien (4)(5) - Drawn	7.00% (L + 6.00%/Q)	4/23/2021	1/29/2027	1,389		1,376		1,375
					15,113		15,009		14,997		1.64	%
USRP Holdings, Inc.
Federal Services	First lien (2)	6.25% (L + 5.50%/Q)	7/22/2021	7/23/2027	13,256		13,126		13,123
	First lien (5) - Drawn	6.25% (L + 5.50%/Q)	7/22/2021	7/23/2027	1,882		1,864		1,863
	First lien (5) - Drawn	6.25% (L + 5.50%/Q)	7/22/2021	7/23/2027	7		7		7
					15,145		14,997		14,993		1.64	%
Relativity ODA LLC
Software	First lien (4)	8.50% (L + 7.50% PIK/M)*	5/12/2021	5/12/2027	15,166		15,001		14,976		1.64	%
iCIMS, Inc.
Software	First lien (2)(4)	7.50% (L + 6.50%/S)	11/16/2020	9/12/2024	12,261		12,171		12,261
	First lien (2)(4)	7.50% (L + 6.50%/S)	8/27/2019	9/12/2024	2,290		2,277		2,290
					14,551		14,448		14,551		1.59	%
New Trojan Parent, Inc.
Healthcare Services	Second lien	7.75% (L + 7.25%/Q)	1/22/2021	1/5/2029	13,238		13,177		13,238		1.45	%
Syndigo LLC
Software	Second lien	8.75% (L + 8.00%/S)	12/14/2020	12/15/2028	12,500		12,422		12,516		1.37	%
VT Topco, Inc.
Business Services	Second lien	7.50% (L + 6.75%/M)	7/30/2021	7/31/2026	7,837		7,810		7,857
	Second lien (2)	6.85% (L + 6.75%/M)	8/6/2020	7/31/2026	4,475		4,175		4,486
					12,312		11,985		12,343		1.35	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien	7.50% (L + 6.75%/M)	3/18/2021	3/30/2029	$	12,188	$	12,159	$	12,279	1.34	%
NMC Crimson Holdings, Inc.
Healthcare Services	First lien (2)(4)	6.75% (L + 6.00%/S)	3/1/2021	3/1/2028	11,101		10,950		10,934		1.20	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare Services	First lien (2)(4)	6.25% (L + 5.50%/Q)	8/2/2021	8/2/2028	10,845		10,743		10,737
	First lien (4)(5) - Drawn	6.25% (L + 5.50%/Q)	8/2/2021	8/2/2028	29		28		28
					10,874		10,771		10,765		1.18	%
DCA Investment Holding, LLC
Healthcare Services	First lien (2)	7.00% (L + 6.25%/Q)	3/12/2021	3/12/2027	9,626		9,562		9,589
	First lien (5) - Drawn	7.00% (L + 6.25%/Q)	3/12/2021	3/12/2027	929		923		926
					10,555		10,485		10,515		1.15	%
Beacon Pointe Harmony, LLC**
Financial Services	First lien (2)	6.00% (L + 5.25%/Q)	12/29/2021	12/29/2028	10,216		10,114		10,114		1.11	%
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (4)	7.35% (L + 7.25%/M)	7/16/2021	8/10/2026	10,000		9,977		10,000		1.09	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (2)(4)	7.00% (L + 6.00%/S)	3/13/2020	2/6/2026	8,144		8,114		8,144
	First lien (2)(4)	9.00% (L + 8.00%/S)	10/15/2020	8/6/2026	1,465		1,453		1,465
					9,609		9,567		9,609		1.05	%
Kaseya Inc.
Software	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	3/4/2020	5/2/2025	5,161		5,112		5,161
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	3/4/2020	5/2/2025	2,047		2,031		2,047
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	9/8/2021	5/2/2025	1,702		1,688		1,702
	First lien (4)(5) - Drawn	7.50% (L + 5.50% + 1.00% PIK/Q)*	9/8/2021	5/2/2025	337		334		337
	First lien (2)(4)	7.50% (L + 5.50% + 1.00% PIK/Q)*	8/3/2020	5/2/2025	230		227		230
					9,477		9,392		9,477		1.04	%
Infogain Corporation
Software	First lien (2)(4)	6.75% (L + 5.75%/S)	7/30/2021	7/28/2028	9,244		9,178		9,175		1.00	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(4)	6.25% (L + 5.25%/Q)	7/19/2021	7/19/2027	8,302		8,214		8,209
	First lien (4)(5) - Drawn	6.25% (L + 5.25%/M)	7/19/2021	7/19/2026	906		897		896
					9,208		9,111		9,105		1.00	%
KPSKY Acquisition Inc.
Industrial Services	First lien (2)(4)	6.25% (L + 5.50%/M)	10/19/2021	10/19/2028	8,676		8,592		8,590
	First lien (4)(5) - Drawn	7.75% (P + 4.50%/Q)	10/19/2021	10/19/2028	496		491		491
					9,172		9,083		9,081		0.99	%
Maverick Bidco Inc.
Software	Second lien (4)	7.50% (L + 6.75%/Q)	4/29/2021	5/18/2029	9,000		8,979		8,978		0.98	%
Mamba Purchaser, Inc.
Healthcare Services	Second lien	7.00% (L + 6.50%/M)	9/29/2021	10/15/2029	8,709		8,654		8,720		0.95	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Huskies Parent, Inc.
Business Services	First lien (2)	6.25% (L + 5.50%/Q)	12/31/2021	11/3/2028	$	8,525	$	8,461	$	8,461
	First lien (5) - Drawn	6.25% (L + 5.50%/M)	12/31/2021	11/3/2027	85		84		84
					8,610		8,545		8,545		0.93	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(4)	6.00% (L + 5.25%/S)	6/30/2021	6/29/2027	7,449		7,379		7,374
	First lien (4)(5) - Drawn	6.00% (L + 5.25%/M)	6/30/2021	6/29/2027	581		576		576
					8,030		7,955		7,950		0.87	%
AG Parent Holdings, LLC
Healthcare Services	First lien (2)	5.10% (L + 5.00%/M)	7/30/2019	7/31/2026	7,350		7,324		7,336		0.80	%
USIC Holdings, Inc.
Business Services	Second lien	7.25% (L + 6.50%/M)	5/7/2021	5/14/2029	7,000		6,967		7,070		0.77	%
Ministry Brands Holdings, LLC
Software	First lien (2)	6.25% (L + 5.50%/Q)	12/31/2021	12/29/2028	7,062		7,027		7,026		0.77	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)(4)	3.60% (L + 3.50%/M)	9/27/2019	8/28/2024	7,328		6,558		6,180		0.68	%
Vectra Co.
Business Products	Second lien	7.35% (L + 7.25%/M)	6/22/2020	3/8/2026	6,248		5,924		6,130		0.67	%
Calabrio, Inc.
Software	First lien (4)	8.00% (L + 7.00%/Q)	4/16/2021	4/16/2027	5,979		5,939		5,942		0.65	%
Safety Borrower Holdings LLC
Information Services	First lien (2)(4)	6.75% (L + 5.75%/S)	9/1/2021	9/1/2027	5,756		5,729		5,728		0.63	%
PDQ.com Corporation
Information Technology	First lien (2)(4)	6.00% (L + 5.00%/Q)	12/30/2021	8/27/2027	5,714		5,686		5,686		0.62	%
GC Waves Holdings, Inc.**
Financial Services	First lien (2)(4)(5) - Drawn	6.25% (L + 5.50%/Q)	8/12/2021	8/13/2026	5,643		5,590		5,643		0.62	%
Quest Software US Holdings Inc.
Software	Second lien	8.38% (L + 8.25%/Q)	10/13/2021	5/18/2026	4,774		4,780		4,781		0.52	%
Appriss Health Holdings, LLC (7)
Appriss Health, LLC
Healthcare Information Technology	First lien (4)	8.25% (L + 7.25%/Q)	5/6/2021	5/6/2027	4,688		4,645		4,641		0.51	%
Therapy Brands Holdings LLC
Healthcare Information Technology	Second lien (2)(4)	7.50% (L + 6.75%/Q)	5/12/2021	5/18/2029	4,222		4,201		4,201		0.46	%
Cloudera, Inc.
Software	Second lien	6.50% (L + 6.00%/M)	8/10/2021	10/8/2029	4,006		3,997		4,016		0.44	%
Specialtycare, Inc.
Healthcare Services	First lien (2)(4)	6.75% (L + 5.75%/Q)	6/18/2021	6/18/2028	3,612		3,561		3,558		0.39	%
MH Sub I, LLC (Micro Holding Corp.)
Software	Second lien	6.35% (L + 6.25%/M)	2/12/2021	2/23/2029	3,000		2,993		3,030		0.33	%
VetCor Professional Practices LLC
Consumer Services	First lien (5) - Drawn	5.00% (L + 4.25%/Q)	12/3/2021	7/2/2025	2,753		2,740		2,740		0.30	%
Alegeus Technologies Holding Corp.
Healthcare Services	First lien (2)(4)	9.25% (L + 8.25%/S)	8/27/2019	9/5/2024	2,134		2,122		2,134		0.23	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (2)	7.00% (L + 6.00%/M)	12/17/2021	2/20/2026	1,875		1,866		1,866		0.20	%
Total Funded Debt Investments - United States					$	1,590,091	$1,577,456		$1,577,559		172.55	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(4)	6.75% (L + 6.00%/Q)	10/1/2021	9/29/2028	$	32,801	$	32,483	$	32,473	3.55	%
Total Funded Debt Investments - Netherlands					$	32,801	$	32,483	$	32,473	3.55	%
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (2)(4)	8.35% (L + 8.25%/M)	10/8/2019	10/8/2027	$	22,500	$	22,366	$	22,500	2.46	%
Total Funded Debt Investments - United Kingdom					$	22,500	$	22,366	$	22,500	2.46	%
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services	Second lien (2)(4)	8.10% (L + 8.00%/M)	9/17/2019	5/31/2027	$	12,000	$	12,000	$	12,000	1.31	%
Total Funded Debt Investments - Canada					$	12,000	$	12,000	$	12,000	1.31	%
Funded Debt Investments - United Arab Emirates
GEMS Menasa (Cayman) Limited**
Education	First lien	6.00% (L + 5.00%/S)	7/30/2019	7/31/2026	$	8,444	$	8,413	$	8,488	0.93	%
Total Funded Debt Investments - United Arab Emirates					$	8,444	$	8,413	$	8,488	0.93	%
Total Funded Debt Investments					$	1,665,836	$	1,652,718	$	1,653,020	180.80	%
Equity - United States
Dealer Tire Holdings, LLC
Distribution & Logistics	Preferred shares (4)(10)	—	9/13/2021	—	30,082		$	32,268	$	32,172	3.52	%
OEC Holdco, LLC (12)
Business Services	Preferred shares (3)	—	12/17/2021	—	17,786		17,608		17,608		1.93	%
ACI Parent Inc. (11)
Healthcare Services	Preferred shares (4)	—	8/2/2021	—	12,500		12,994		12,989		1.42	%
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software	Preferred shares (4)	—	4/20/2021	—	5,000		5,299		5,293		0.58	%
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (4)	—	4/6/2021	—	5,000		5,193		5,190		0.57	%
Appriss Health Holdings, LLC (7)
Appriss Health Intermediate Holdings, Inc.
Healthcare Information Technology	Preferred shares (4)	—	5/6/2021	—	1,167		1,235		1,233		0.13	%
Pioneer Topco I, L.P. (13)
Software	Ordinary shares (4)	—	11/1/2021	—	10		—		—		—	%
Total Shares - United States							$	74,597	$	74,485	8.15	%
Total Shares							$	74,597	$	74,485	8.15	%
Total Funded Investments							$	1,727,315	$	1,727,505	188.95	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Unfunded Debt Investments - United States
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (4)(5) - Undrawn	—	8/4/2020	2/4/2022	$	1,433	$	(13)	$	14
	First lien (4)(5) - Undrawn	—	8/4/2020	8/4/2025	2,335		(13)		—
					3,768		(26)		14		0.00	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	10/22/2021	10/22/2023	10,490		—		—		—	%
GC Waves Holdings, Inc.**
Financial Services	First lien (2)(4)(5) - Undrawn	—	8/12/2021	8/11/2023	4,991		—		—		—	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	3/13/2020	2/6/2025	592		(2)		—		—	%
Wealth Enhancement Group, LLC**
Financial Services	First lien (4)(5) - Undrawn	—	8/13/2021	6/3/2022	17,042		—		—
	First lien (4)(5) - Undrawn	—	8/13/2021	10/4/2027	1,400		(4)		—
					18,442		(4)		—		—	%
MRI Software LLC
Software	First lien (2)(4)(5) - Undrawn	—	3/24/2021	3/24/2022	4,535		—		—
	First lien (4)(5) - Undrawn	—	1/31/2020	2/10/2026	1,170		(4)		—
					5,705		(4)		—		—	%
Kaseya Inc.
Software	First lien (4)(5) - Undrawn	—	8/3/2020	5/2/2025	156		(2)		—
	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2023	465		(4)		—
					621		(6)		—		—	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Undrawn	—	11/26/2021	11/26/2023	13,100		—		—
	First lien (4)(5) - Undrawn	—	11/26/2021	11/26/2024	741		(7)		—
					13,841		(7)		—		—	%
GS Acquisitionco, Inc.
Software	First lien (4)(5) - Undrawn	—	2/6/2020	5/22/2026	1,240		(8)		—
	First lien (4)(5) - Undrawn	—	10/7/2021	11/2/2022	14,450		—		—
					15,690		(8)		—		—	%
Bullhorn, Inc.
Software	First lien (4)(5) - Undrawn	—	9/24/2019	9/30/2026	964		(5)		—
	First lien (4)(5) - Undrawn	—	10/5/2021	11/8/2022	2,710		(7)		—
					3,674		(12)		—		—	%
CFS Management, LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	9/1/2021	9/1/2023	3,002		(19)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	7/19/2021	7/19/2026	$	226	$	(3)	$	(3)	(0.00)	%
Maverick Bidco Inc.
Software	Second lien (4)(5) - Undrawn	—	4/29/2021	11/18/2022	1,200		—		(3)		(0.00)	%
Appriss Health Holdings, LLC (7)
Appriss Health, LLC
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	5/6/2021	5/6/2027	313		(3)		(3)		(0.00)	%
Calabrio, Inc.
Software	First lien (4)(5) - Undrawn	—	4/16/2021	4/16/2027	720		(5)		(4)		(0.00)	%
KPSKY Acquisition Inc.
Industrial Services	First lien (4)(5) - Undrawn	—	10/19/2021	10/19/2023	497		—		(5)		(0.00)	%
DCA Investment Holding, LLC
Healthcare Services	First lien (5) - Undrawn	—	3/12/2021	3/10/2023	1,455		—		(5)		(0.00)	%
Recorded Future, Inc.
Software	First lien (5) - Undrawn	—	8/26/2019	7/3/2025	1,630		(9)		(8)		(0.00)	%
Associations, Inc.
Consumer Services	First lien (4)(5) - Undrawn	—	7/2/2021	7/2/2027	1,772		(8)		(9)		(0.00)	%
Therapy Brands Holdings LLC
Healthcare Information Technology	Second lien (2)(4)(5) - Undrawn	—	5/12/2021	5/18/2023	1,778		—		(9)		(0.00)	%
Safety Borrower Holdings LLC
Information Services	First lien (4)(5) - Undrawn	—	9/1/2021	9/1/2027	512		(2)		(3)
	First lien (4)(5) - Undrawn	—	9/1/2021	9/1/2022	1,279		—		(6)
					1,791		(2)		(9)		(0.00)	%
Specialtycare, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	6/18/2021	6/18/2026	280		(4)		(4)
	First lien (4)(5) - Undrawn	—	6/18/2021	6/18/2023	335		—		(5)
					615		(4)		(9)		(0.00)	%
Huskies Parent, Inc.
Business Services	First lien (5) - Undrawn	—	12/31/2021	11/3/2027	638		(5)		(5)
	First lien (5) - Undrawn	—	12/31/2021	11/3/2023	751		—		(6)
					1,389		(5)		(11)		(0.00)	%
Infogain Corporation
Software	First lien (4)(5) - Undrawn	—	7/30/2021	7/30/2026	1,854		(13)		(14)		(0.00)	%
Ministry Brands Holdings, LLC
Software	First lien (5) - Undrawn	—	12/31/2021	12/30/2027	678		(3)		(3)
	First lien (5) - Undrawn	—	12/31/2021	12/30/2023	2,260		—		(11)
					2,938		(3)		(14)		(0.00)	%
IG Investments Holdings, LLC
Business Services	First lien (4)(5) - Undrawn	—	9/22/2021	9/22/2027	1,551		(16)		(16)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

Relativity ODA LLC
Software	First lien (4)(5) - Undrawn	—	5/12/2021	5/12/2027	$	1,439	$	(16)	$	(18)	(0.00)	%
Granicus, Inc.
Software	First lien (4)(5) - Undrawn	—	1/27/2021	1/29/2027	1,207		(8)		(9)
	First lien (4)(5) - Undrawn	—	4/23/2021	4/21/2023	911		—		(9)
					2,118		(8)		(18)		(0.00)	%
Sun Acquirer Corp.
Consumer Services	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2027	559		(5)		(6)
	First lien (4)(5) - Undrawn	—	9/8/2021	9/8/2023	1,378		(10)		(14)
					1,937		(15)		(20)		(0.00)	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (4)(5) - Undrawn	—	4/20/2021	4/20/2027	2,259		(18)		(20)		(0.00)	%
OB Hospitalist Group, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	9/21/2021	9/27/2027	2,254		(23)		(23)		(0.00)	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (4)(5) - Undrawn	—	6/30/2021	6/29/2027	145		(1)		(1)
	First lien (4)(5) - Undrawn	—	6/30/2021	6/29/2023	2,544		—		(25)
					2,689		(1)		(26)		(0.00)	%
Businessolver.com, Inc.
Software	First lien (5) - Undrawn	—	12/1/2021	12/1/2023	6,622		—		(33)		(0.00)	%
Daxko Acquisition Corporation
Software	First lien (4)(5) - Undrawn	—	10/15/2021	10/15/2027	1,331		(13)		(13)
	First lien (4)(5) - Undrawn	—	10/15/2021	10/16/2023	2,211		—		(22)
					3,542		(13)		(35)		(0.00)	%
KWOR Acquisition, Inc.
Business Services	First lien (5) - Undrawn	—	12/22/2021	12/22/2027	5,087		(38)		(38)		(0.00)	%
Ocala Bidco, Inc.
Healthcare Information Technology	First lien (5) - Undrawn	—	12/27/2021	5/24/2024	3,196		—		(40)		(0.00)	%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)(5) - Undrawn	—	11/1/2021	11/1/2027	4,009		(39)		(40)		(0.00)	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	8/2/2021	8/2/2027	1,144		(11)		(11)
	First lien (4)(5) - Undrawn	—	8/2/2021	8/2/2023	3,977		—		(40)
					5,121		(11)		(51)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

GraphPAD Software, LLC
Healthcare Information Technology	First lien (4)(5) - Undrawn	—	4/28/2021	4/27/2027	$	1,500	$	(7)	$	(8)
	First lien (4)(5) - Undrawn	—	12/1/2021	11/29/2023	9,932		(49)		(49)
					11,432		(56)		(57)		(0.01)	%
OA Buyer, Inc.
Healthcare Information Technology	First lien (5) - Undrawn	—	12/20/2021	12/20/2028	5,959		(59)		(60)		(0.01)	%
Beacon Pointe Harmony, LLC**
Financial Services	First lien (5) - Undrawn	—	12/29/2021	12/29/2027	1,057		(11)		(11)
	First lien (5) - Undrawn	—	12/29/2021	6/29/2023	5,284		—		(53)
					6,341		(11)		(64)		(0.01)	%
Notorious Topco, LLC
Consumer Products	First lien (4)(5) - Undrawn	—	11/23/2021	5/24/2027	3,012		(23)		(23)
	First lien (4)(5) - Undrawn	—	11/23/2021	11/23/2023	6,023		—		(45)
					9,035		(23)		(68)		(0.01)	%
PDQ.com Corporation
Information Technology	First lien (4)(5) - Undrawn	—	12/30/2021	8/28/2023	14,286		—		(71)		(0.01)	%
Diamondback Acquisition, Inc.
Software	First lien (4)(5) - Undrawn	—	9/13/2021	9/13/2023	7,203		—		(72)		(0.01)	%
NMC Crimson Holdings, Inc.
Healthcare Services	First lien (4)(5) - Undrawn	—	3/1/2021	3/1/2023	4,898		—		(73)		(0.01)	%
Galway Borrower LLC
Insurance Services	First lien (4)(5) - Undrawn	—	9/30/2021	9/30/2027	2,519		(24)		(25)
	First lien (4)(5) - Undrawn	—	9/30/2021	9/29/2023	5,289		(15)		(53)
					7,808		(39)		(78)		(0.01)	%
CCBlue Bidco, Inc.
Healthcare Services	First lien (5) - Undrawn	—	12/20/2021	12/21/2023	7,946		—		(79)		(0.01)	%
USRP Holdings, Inc.
Federal Services	First lien (5) - Undrawn	—	7/22/2021	7/23/2027	425		(4)		(4)
	First lien (5) - Undrawn	—	7/22/2021	7/23/2023	8,516		—		(85)
					8,941		(4)		(89)		(0.01)	%
DECA Dental Holdings LLC
Healthcare Services	First lien (4)(5) - Undrawn	—	8/26/2021	8/26/2027	2,292		(22)		(23)
	First lien (4)(5) - Undrawn	—	8/26/2021	8/28/2023	6,875		—		(69)
					9,167		(22)		(92)		(0.01)	%
Al Altius US Bidco, Inc.
Software	First lien (5) - Undrawn	—	12/20/2021	12/13/2023	9,300		—		(93)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)


Portfolio Company, Location and Industry(1)	Type of Investment	Interest Rate (6)	Acquisition Date	Maturity/Expiration Date	Principal Amount, Par Value or Shares		Cost		Fair Value		Percent of Members' Capital

FS WhiteWater Borrower, LLC
Consumer Services	First lien (5) - Undrawn	—	12/20/2021	12/21/2022	$	1,502	$	—	$	(15)
	First lien (5) - Undrawn	—	12/20/2021	12/21/2027	2,384		(24)		(24)
	First lien (5) - Undrawn	—	12/20/2021	12/21/2023	5,959		—		(60)
					9,845		(24)		(99)		(0.02)	%
Fortis Solutions Group, LLC
Packaging	First lien (4)(5) - Undrawn	—	10/15/2021	10/15/2027	2,928		(28)		(29)
	First lien (4)(5) - Undrawn	—	10/15/2021	10/13/2023	8,540		—		(85)
					11,468		(28)		(114)		(0.02)	%
Vehlo Purchaser, LLC
Software	First lien (4)(5) - Undrawn	—	8/27/2021	8/27/2027	3,358		(34)		(34)
	First lien (4)(5) - Undrawn	—	8/27/2021	8/28/2023	8,325		—		(83)
					11,683		(34)		(117)		(0.02)	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (5) - Undrawn	—	12/22/2021	12/22/2027	2,427		(24)		(24)
	First lien (5) - Undrawn	—	12/22/2021	12/22/2023	22,329		—		(223)
					24,756		(24)		(247)		(0.03)	%
VetCor Professional Practices LLC
Consumer Services	First lien (5) - Undrawn	—	12/3/2021	7/2/2024	3,137		(15)		(16)
	First lien (5) - Undrawn	—	12/3/2021	12/4/2023	25,469		—		(127)
	Second lien (5) - Undrawn	—	12/3/2021	12/4/2023	28,229		—		(212)
					56,835		(15)		(355)		(0.04)	%
Total Unfunded Debt Investments - United States					$	357,721	$	(680)	$	(2,298)	(0.26)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (4)(5) - Undrawn	—	10/1/2021	10/1/2027	$	2,460	$	(24)	$	(25)	(0.00)	%
Total Unfunded Debt Investments - Netherlands					$	2,460	$	(24)	$	(25)	(0.00)	%
Total Unfunded Debt Investments					$	360,181	$	(704)	$	(2,323)	(0.26)	%
Total Non-Controlled/Non-Affiliated Investments							$	1,726,611	$	1,725,182	188.69	%
Total Investments							$	1,726,611	$	1,725,182	188.69	%

(1)New Mountain Guardian III BDC, L.L.C. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Company as Collateral Manager, New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as the Borrower, Wells Fargo Bank, National Association as the Administrative Agent, and Collateral Custodian. See Note 6. Borrowings, for details.

(3)Investment is held in New Mountain Guardian III OEC, Inc.

(4)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

(in thousands, except shares)

(5)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.

(6)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P) and the alternative base rate (Base) and which resets ~~daily (D), weekly (W),~~ monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of ~~September 30, 2019.~~December 31, 2021.

(7)The ~~accompanying notes are an integral part~~Company holds investments in two wholly-owned subsidiaries of ~~these consolidated financial statements.~~

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

~~Consolidated Schedule~~Appriss Health Holdings, Inc. The Company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity in Appriss Health Intermediate Holdings, Inc. is entitled to receive cumulative preferential dividends at a rate of ~~Investments (Continued)~~11.00% per annum.

~~September 30, 2019~~(8)

(The Company holds investments in ~~thousands)~~two subsidiaries of Project Essential Topco, Inc. The Company holds a first lien term loan and first lien revolver in Project Essential Bidco, Inc. and preferred equity in Project Essential Super Parent, Inc. The preferred equity in Project Essential Super Parent, Inc. is entitled to receive cumulative preferential dividends at a rate of L + 9.50% per annum.

~~(unaudited)~~

(10)The Company holds preferred equity in Dealer Tire Holdings, LLC., that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.

(13)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.

*All or a portion of interest contains PIK interest. See

Note 2. Summary of Significant Accounting Policies—Revenue Recognition, for details.

**Indicates assets that the Company deems to be ~~“non-qualifying assets”~~"non-qualifying assets" under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the ~~Company’s~~Company's total assets at the time of acquisition of any additional non-qualifying assets. As of ~~September 30, 2019, 10.6%~~December 31, 2021, 6.34% of the ~~Company’s~~Company's total assets are represented by investments at fair value that are considered non-qualifying assets.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2021

~~September 30, 2019~~

~~(unaudited)~~

	~~September 30, 2019~~
		December 31, 2021
Investment Type		Percent of Total Investments at Fair Value
First lien		~~62.63~~ 72.68	%
Second lien		~~37.37~~ 22.46	%
~~Total investments~~ Subordinated		~~100.00~~ 0.54	%

	~~September 30, 2019~~
Equity and other		4.32	%
Total investments		100.00	%


			December 31, 2021
Industry Type			Percent of Total Investments at Fair Value
Software			~~36.14~~ 36.44	%
~~Healthcare~~Business Services			~~24.91~~ 16.02	%
~~Business~~Healthcare Services			~~18.26~~ 12.77	%
~~Education~~	~~11.35~~	%
Healthcare Information Technology	~~7.63~~ 6.71		%
Consumer Services			6.50	%
Distribution & Logistics			~~1.71~~ 4.06	%
~~Total investments~~ Financial Services			~~100.00~~ 3.91	%

	~~September 30, 2019~~
Education		2.58	%
Consumer Products		2.43	%
Information Technology		2.21	%
Insurance Services		2.01	%
Packaging		1.20	%
Specialty Chemicals & Materials		1.08	%
Federal Services		0.86	%
Industrial Services		0.53	%
Business Products		0.36	%
Information Services		0.33	%
Total investments		100.00	%


	December 31, 2021
Interest Rate Type	Percent of Total Investments at Fair Value
Floating rates	~~100.00~~ 95.45	%
Fixed rates	— 4.55	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Notes to the Consolidated Financial Statements of

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

~~September 30, 2019~~

March 31, 2022

(in thousands, except ~~share~~unit data)

(unaudited)

Note 1. Formation and Business Purpose

New Mountain Guardian III BDC, L.L.C. (the ~~‘‘Company’’~~"Company") is a Delaware limited liability company formed on May 22, 2019. The Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ~~(‘‘BDC’’~~("BDC") under the Investment Company Act of 1940, as amended (the ~~‘‘1940 Act’’~~"1940 Act"). The Company ~~intends to elect~~has elected to be treated for ~~United States (‘‘~~U.S.~~’’)~~ federal income tax purposes as a regulated investment company ~~(‘‘RIC’’~~("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the ~~‘‘Code’’~~"Code").

New Mountain Finance Advisers BDC, L.L.C. (the ~~‘‘Investment Adviser’’~~"Investment Adviser") is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, ~~‘‘New~~"New Mountain ~~Capital’’~~Capital") whose ultimate owners include Steven B. Klinsky and related other vehicles. The Investment Adviser manages the ~~Company’s~~Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the ~~Company’s.~~Company's. New Mountain Finance Administration, L.L.C. (the ~~‘‘Administrator’’~~"Administrator"), a wholly-owned subsidiary of New Mountain Capital, ~~intends to provide~~provides the administrative services necessary to conduct the ~~Company’s~~Company's day-to-day operations.

The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.

The Company conducted a private offering (the ~~“Private Offering”~~"Private Offering") of units of the ~~Company’s~~Company's limited liability company interests (the ~~“Units”~~"Units") ~~to investors in reliance on exemptions from the registration requirements of the Securities Act.~~. Units ~~will be~~were offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a ~~“Capital Commitment”~~"Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with the Company (a ~~“Subscription Agreement”~~"Subscription Agreement"). ~~The Company expects closings~~Closings of the Private Offering ~~will occur,~~occurred, from time to time, in the Investment ~~Adviser’s~~Adviser's sole discretion, during the 18-month period (the ~~“Closing Period”~~"Closing Period") following the initial closing of Capital Commitments, which occurred on July 15, 2019. Pursuant to the Limited Liability Company Agreement, as amended and restated on July 22, 2021 (the "Third A&R LLC Agreement"), the Closing Period was extended to and ended on October 15, 2021. The Company ~~may accept~~accepted and ~~draw~~drew down on Capital Commitments from investors throughout the Closing ~~Period.~~Period and drew down on Capital Commitments throughout the Investment Period (as defined below). At the end of the Closing Period, the Company had aggregate Capital Commitments from investors of $1,149,065. The Company commenced loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering, which occurred on August 2, 2019 (the ~~“Initial Drawdown,” and the date on which the Initial Drawdown occured)~~"Initial Drawdown"). The ~~“Investment Period”~~"Investment Period" began on July 15, 2019 and will continue until the four-year anniversary of such date. The term of the Company is six years from July 15, 2019, subject to (i) a one year extension as determined by the Investment Adviser in its sole discretion and (ii) an additional one year extension as determined by the ~~Company’s~~Company's board of directors.

The Company established New Mountain Guardian III SPV, L.L.C. (“("GIII ~~SPV”~~SPV") as a wholly-owned direct subsidiary, whose assets are used to secure GIII ~~SPV’s~~SPV's credit facility.

The ~~Company’s~~Company established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which serves as a tax blocker corporation by holding equity or equity-like investments in one of the Company's portfolio companies organized as a limited liability company; the Company consolidates its tax blocker corporation for accounting purposes but the tax blocker corporation is not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of its ownership of the portfolio company.

The Company's investment objective is to generate current income and capital appreciation primarily by investing in or originating debt investments in companies that the Investment Adviser believes are ~~‘‘defensive growth’’~~"defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary research and operational advantages. The Company makes investments through both primary originations and open-market secondary purchases. The Company predominantly targets loans to, and invests in, ~~U.S.middle~~U.S. middle market businesses, a market segment the Company believes continues to be underserved by other lenders. The Company defines middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ~~(‘‘EBITDA’’~~("EBITDA") between $10,000 and $200,000. In some cases, the Company's investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. As of ~~September 30, 2019,~~March 31, 2022, the ~~Company’s~~Company's top five industry concentrations were software, business services, healthcare services, ~~business~~consumer services ~~education~~ and healthcare information technology.

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Note 2. Summary of Significant Accounting Policies

Basis of accounting—The ~~Company’s~~Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ~~of America (‘‘GAAP’’~~("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial ~~Services—~~Services—Investment Companies~~, (‘‘~~ ("ASC ~~946’’~~946"). The Company consolidates its wholly-owned direct ~~subsidiary~~subsidiaries GIII ~~SPV.~~

SPV and GIII OEC.

The ~~Company’s~~Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the period(s) presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the ~~Company’s~~Company's portfolio investments are not consolidated in the financial statements.

The ~~Company’s~~Company's interim consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 orand 10 of Regulation S-X. Accordingly, the Company’s interim consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period, have been included. The current ~~period’s~~period's results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, ~~2019.~~

2022.

Investments—The Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the ~~Company’s~~Company's Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Members’~~Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the ~~Company’s~~Company's Consolidated Statements of Operations as ~~“Net~~"Net change in unrealized appreciation (depreciation) of ~~investments”~~investments" and realizations on portfolio investments reflected in the ~~Company’s~~Company's Consolidated Statements of Operations as ~~“Net~~"Net realized gains (losses) on ~~investments”~~investments".

The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the ~~Company’s~~Company's board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The ~~Company’s~~Company's quarterly valuation procedures are set forth in more detail below:

(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

b.For investments other than bonds, the Company looks at the number of quotes readily available and performs the following procedures:

i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained.

The Company will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the Company will use one or more of the methodologies outlined below to determine fair value; and

internally and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:

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a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;

b.Preliminary valuation conclusions will then be documented and discussed with the ~~Company’s~~Company's senior management;

c.If an investment falls into (3) above for four consecutive quarters and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the ~~Company’s~~Company's board of directors; and

d.When deemed appropriate by the ~~Company’s~~Company's management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.

For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the ~~Company’s~~Company's investments may fluctuate from period to period and the fluctuations could be material.

See Note 3. Investments, for further discussion relating to investments.

Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of ~~September 30, 2019.~~

March 31, 2022 and December 31, 2021.

Revenue recognition

Sales and paydowns of investments:Realized gains and losses on investments are determined on the specific identification method.

Interest and dividend income:Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has loans and certain preferred equity investments in ~~the~~its portfolio that contain a payment-in-kind ~~(“PIK”~~("PIK") interest or dividend provision. PIK interest isand dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest isand dividends are added to the principal ~~balance~~or share balances on the capitalization ~~date~~dates and isare generally due at maturity or when redeemed by the issuer. For ~~both~~ the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019,~~March 31, 2021, the Company recognized PIK interest from investments of ~~$61.~~

$1,583 and $83, respectively, and PIK dividends from investments of $1,814 and $0, respectively.

~~capitalized~~un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon ~~management’s~~management's judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in ~~management’s~~management's judgment, are likely to remain current.

As of March 31, 2022 and December 31, 2021, no investments were on non-accrual status.

~~Other~~Fee income: ~~Other~~Fee income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. ~~Other~~Fee income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees

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and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.

Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.

Interest and other financing expenses—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 6. Borrowings, for details.

Organizational expenses—Organizational expenses include costs and expenses incurred in connection with the formation and organization of the Company and are expensed as incurred in the Consolidated Statements of Operations. Any organizational and offering expenses paid by the Company in excess of the lesser of $2,000 or 0.50% of the aggregate Capital Commitments will be applied as a reduction to the base management fee paid to the Investment Adviser and cannot be recouped by the Investment Adviser.

~~Deferred offering costs~~—The Company’s deferred offering costs consists of fees and expenses incurred in connection with the offering of the Company’s Units. Upon the issuance of Units, deferred offering costs are then amortized into expense to Organizational and Offering Expenses on the Consolidated Statements of Operations on a straight line basis over a period of 12 months beginning on the date of commencement of operations. Deferred offering costs are included on the Company’s Consolidated Statement of Assets, Liabilities and Members’ Capital. Any organizational and offering expenses paid by the Company in excess of the lesser of $2,000 or 0.50% of the aggregate Capital Commitments will be applied as a reduction to the base management fee paid to the Investment Adviser and cannot be recouped by the Investment Adviser.

Deferred financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the ~~Company’s~~Company's borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 6. Borrowings, for details.

Income taxes—The Company ~~intends to elect~~has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code ~~with the filing of its first tax return for the year ending December 31, 2019,~~ and ~~thereafter~~ intends to comply with the requirements to qualify and maintain its status as a RIC annually. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its unitholders.

To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to timely distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.

For U.S. federal income tax purposes, distributions paid to unitholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its

respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.

Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for U.S. federal income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and U.S. federal income tax purposes.

For the three months ended March 31, 2022 and March 31, 2021, the Company recognized a total income tax expense of approximately $123 and $0, respectively, for the Company's consolidated subsidiary. For the three months ended March 31, 2022 and March 31, 2021, the Company recorded current income tax expense of approximately $123 and $0, respectively, and no deferred income tax provision. As of March 31, 2022 and December 31, 2021, the Company had no deferred tax assets or liabilities.

Based on its analysis, the Company has determined that there were no uncertain tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740 (“ASC740”) through December 31, 2021. The 2019 through 2021 tax years and forward remains subject to examination by the U.S. Federal, state, and local tax authorities.

Distributions—Distributions to the ~~Company’s~~Company's unitholders are recorded on the record date as set by the Company's board of directors. The Company intends to make timely distributions to its unitholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.

Earnings per Unit—The ~~Company’s~~Company's earnings per unit ~~(“EPU”~~("EPU") amounts have been computed based on the weighted-average number of Units outstanding for the period. Basic EPU is computed by dividing net increase (decrease) in ~~members’~~members' capital resulting from operations by the weighted average number of Units outstanding during the period of computation. Diluted EPU is computed by dividing net increase (decrease) in ~~members’~~members' capital resulting from operations by the weighted

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average number of Units assuming all potential ~~shares~~Units had been issued, and its related net impact to ~~members’~~members' capital accounted for, and the additional Units were dilutive. Diluted EPU reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.

Foreign securities—The accounting records of the Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with ~~“Net~~"Net change in unrealized appreciation (depreciation) of ~~investments”~~investments" and ~~“Net~~"Net realized gains (losses) on ~~investments”~~investments" in the ~~Company’s~~Company's Consolidated Statements of Operations.

Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. This movement is beyond the control of the Company and cannot be predicted.

Use of estimates—The preparation of the ~~Company’s~~Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the ~~Company’s~~Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.

Note 3. Investments

At ~~September 30, 2019,~~March 31, 2022, the ~~Company’s~~Company's investments consisted of the following:

Investment Cost and Fair Value by Type

Cost Fair Value
First lien $ 1,373,903 $ 1,373,387
Second lien 391,811 389,157
Subordinated 9,694 9,687
Equity and other 75,428 76,404
Total investments $ 1,850,836 $ 1,848,635

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Cost

Fair Value

First lien

$
143,665

$
143,808

Second lien

85,769

85,821

Total investments

$
229,434

$
229,629

Investment Cost and Fair Value by Industry

Cost Fair Value
Software $ 642,216 $ 642,610
Business Services 283,379 281,314
Healthcare Services 263,421 263,550
Consumer Services 147,631 146,977
Healthcare Information Technology 115,928 115,835
Financial Services 84,301 84,379
Distribution & Logistics 78,942 79,310
Education 44,337 44,306
Consumer Products 42,218 42,156
Information Technology 38,141 38,048
Insurance Services 35,079 35,008
Packaging 20,804 20,706
Specialty Chemicals & Materials 18,634 18,666
Federal Services 14,962 14,866
Industrial Services 9,062 9,053
Business Products 5,940 6,019
Information Services 5,841 5,832
Total investments $ 1,850,836 $ 1,848,635

At December 31, 2021, the Company's investments consisted of the following:

Investment Cost and Fair Value by Type

Cost Fair Value
First lien $ 1,254,285 $ 1,253,901
Second lien 388,339 387,406
Subordinated 9,390 9,390
Equity and other 74,597 74,485
Total investments $ 1,726,611 $ 1,725,182

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Cost

Fair Value

Software

$
82,998

$
82,984

Healthcare Services

57,116

57,200

Business Services

41,933

41,931

Education

25,905

26,065

Healthcare Information Technology

17,547

17,526

Distribution & Logistics

3,935

3,923

Total investments

$
229,434

$
229,629

Investment Cost and Fair Value by Industry


	Cost		Fair Value
Software	$	627,811	$	628,680
Business Services	277,885		276,357
Healthcare Services	220,144		220,301
Healthcare Information Technology	115,837		115,772
Consumer Services	112,867		112,204
Distribution & Logistics	70,542		70,068
Financial Services	67,152		67,432
Education	44,349		44,493
Consumer Products	41,948		41,898
Information Technology	38,145		38,063
Insurance Services	34,682		34,617
Packaging	20,849		20,757
Specialty Chemicals & Materials	18,673		18,711
Federal Services	14,993		14,904
Industrial Services	9,083		9,076
Business Products	5,924		6,130
Information Services	5,727		5,719
Total investments	$	1,726,611	$	1,725,182

As of ~~September 30, 2019,~~March 31, 2022, the Company had unfunded commitments on revolving credit facilities of $77,834 and no unfunded commitments on bridge ~~facilities of $3,192 and $0, respectively.~~facilities. As of ~~September 30, 2019,~~March 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of ~~$12,192.~~$273,802. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the ~~Company’s~~Company's Consolidated Schedule of Investments as of ~~September 30, 2019.~~

March 31, 2022.

As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities of $71,664 and no unfunded commitments on bridge facilities. As of December 31, 2021, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $288,517. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2021.

Investment Risk Factors

—First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as ~~“leveraged loans”~~"leveraged loans", ~~“high yield”~~"high yield" or ~~“junk”~~"junk" debt investments, and may be considered ~~“high risk”~~"high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce the ~~members’~~members' capital and income distributions of the Company. In addition, some of the ~~Company’s~~Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.

Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and/or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.

The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.

The Company's operating results and portfolio companies may be negatively impacted by the COVID-19 pandemic. Although the U.S. Food and Drug Administration authorized vaccines beginning in December 2020 and a significant portion of the U.S. population has been vaccinated, it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally, or if and/or when "herd immunity" will be achieved and the restrictions that were imposed to slow the spread of

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the virus will be lifted entirely. Delays in distributing or difficulties in accessing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and the Company anticipates its business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.

This outbreak is having, and any future outbreaks could have, an adverse impact on the U.S. and global markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. As of the date of this Quarterly Report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company and its portfolio companies. Any potential impact to the Company's results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain the spread of COVID-19 or treat its impact, all of which are beyond the Company's control. These potential impacts, while uncertain, could adversely affect the Company and the Company's portfolio companies' operating results.

Note 4. Fair Value

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("ASC ~~820~~820") establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:

·•Quoted prices for similar assets or liabilities in active markets;

·•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

·•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and

·•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.

The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.

The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.

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The following table summarizes the levels in the fair value hierarchy that the ~~Company’s~~Company's portfolio investments fall into as of ~~September 30, 2019:~~

Total

Level I

Level II

Level III

First lien

$
143,808

$
—

$
32,827

$
110,981

Second lien

85,821

—

21,890

63,931

Total investments

$
229,629

$
—

$
54,717

$
174,912

March 31, 2022:


	Total		Level I		Level II		Level III
First lien	$	1,373,387	$	—	$	53,051	$	1,320,336
Second lien	389,157		—		129,085		260,072
Subordinated	9,687		—		—		9,687
Equity and other	76,404		—		—		76,404
Total investments	$	1,848,635	$	—	$	182,136	$	1,666,499

The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2021:


	Total		Level I		Level II		Level III
First lien	$	1,253,901	$	—	$	47,305	$	1,206,596
Second lien	387,406		—		165,511		221,895
Subordinated	9,390		—		—		9,390
Equity and other	74,485		—		—		74,485
Total investments	$	1,725,182	$	—	$	212,816	$	1,512,366

The following table summarizes the changes in fair value of Level III portfolio investments for ~~both~~ the three months ended ~~September 30, 2019 and the period from May 22, 2019 (inception) to September 30, 2019,~~March 31, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at ~~September 30, 2019:~~

Total

First Lien

Second Lien

Fair value, May 22, 2019 and June 30, 2019

$
—

$
—

$
—

Total gains or losses included in earnings:

Net change in unrealized depreciation

(9
)
(9
)
—

Purchases, including capitalized PIK and revolver fundings

174,966

111,035

63,931

Proceeds from sales and paydowns of investments

(45
)
(45
)
—

Fair Value, September 30, 2019

$
174,912

$
110,981

$
63,931

Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:

$
(9
)
$
(9
)
$
—

~~There~~March 31, 2022:


	Total		First Lien		Second Lien		Subordinated		Equity and other
Fair Value, December 31, 2021	$	1,512,366	$	1,206,596	$	221,895	$	9,390	$	74,485
Total gains or losses included in earnings:

Net change in unrealized appreciation (depreciation) of investments	1,394		677		(366)		(5)		1,088
Purchases, including capitalized PIK and revolver fundings	140,003		130,702		8,168		302		831
Proceeds from paydowns of investments	(11,459)		(11,459)		—		—		—
Transfers into Level III(1)	64,241		—		64,241		—		—
Transfers out of Level III(1)	(40,046)		(6,180)		(33,866)		—		—
Fair Value, March 31, 2022	$	1,666,499	$	1,320,336	$	260,072	$	9,687	$	76,404
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	1,394	$	677	$	(366)	$	(5)	$	1,088

(1)As of March 31, 2022, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.

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The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31, 2021, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at March 31, 2021:


	Total		First Lien		Second Lien
Fair Value, December 31, 2020	$	416,846	$	285,360	$	131,486
Total gains or losses included in earnings:

Net change in unrealized appreciation of investments	2,664		717		1,947
Purchases, including capitalized PIK and revolver fundings	93,332		62,069		31,263
Proceeds from paydowns of investments	(27,329)		(27,329)		—

Transfers out of Level III(1)	(22,220)		—		(22,220)
Fair Value, March 31, 2021	$	463,293	$	320,817	$	142,476
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	2,901	$	954	$	1,947

(1)As of March 31, 2021, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.

Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019.~~March 31, 2021. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. ~~Investments will be transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.~~

The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.

The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio ~~company’s~~company's performance and associated financial risks. The following outlines additional details on the approaches considered:

Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio ~~company’s~~company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and ~~earnings before interest, taxes, depreciation, and amortization (“EBITDA”)~~EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.

For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the ~~Company’s~~Company's debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the ~~Company’s~~Company's debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.

Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing ~~market value cash flow (EBITDA)~~EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio ~~company’s~~company's latest twelve month ~~(“LTM”~~("LTM") EBITDA

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or revenue or projected EBITDA or ~~projected EBITDA~~revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA ~~multiple~~or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of ~~September 30, 2019~~March 31, 2022 and December 31, 2021, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.

Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant ~~security’s~~security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the ~~investment’s~~investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach ~~which~~and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of ~~September 30, 2019~~March 31, 2022 and December 31, 2021, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.

The unobservable inputs used in the fair value measurement of the ~~Company’s~~Company's Level III investments as of ~~September 30, 2019~~March 31, 2022 were as follows:

Range

Type

Fair Value as of
September 30, 2019

Approach

Unobservable Input

Low

High

Weighted
Average

First lien

$
66,108

Market & income approach

EBITDA multiple

11.0
x
35.0
x
21.7
x

Revenue multiple

3.5
x
11.0
x
7.8
x

Discount rate

7.6
%
9.5
%
8.5
%

10,901

Market quote

Broker quote

N/A

N/A

N/A

33,972

Other

N/A(1)

N/A

N/A

N/A

Second lien

22,331

Market & income approach

EBITDA multiple

12.0
x
14.0
x
13.0
x

Discount rate

10.0
%
10.0
%
10.0
%

41,600

Other

N/A(1)

N/A

N/A

N/A

$
174,912

Range

Type

Fair Value as of March 31, 2022

Approach

Unobservable Input

Low

High

Weighted
Average

First lien

1,311,983

Market & income approach

EBITDA multiple

7.0x

75.0x

20.2x

Revenue multiple

5.5x

20.0x

9.7x

Discount rate

6.0

12.3

8.1

8,353

Other

N/A (1)

N/A

Second lien

260,072

Market & income approach

EBITDA multiple

12.0x

32.0x

19.0x

Discount rate

8.4

15.7

9.6

Subordinated

9,687

Market & income approach

EBITDA multiple

14.0x

20.3x

17.3x

Discount rate

11.1

13.5

12.3

Equity and other

76,404

Market & income approach

EBITDA multiple

11.0x

35.0x

15.6x

Revenue multiple

9.0x

20.0x

19.0x

Discount rate

9.0

13.5

11.9

1,666,499

(1)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.

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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2021 were as follows:

Range

Type

Fair Value as of December 31, 2021

Approach

Unobservable Input

Low

High

Weighted
Average

First lien

820,340

Market & income approach

EBITDA multiple

8.0x

70.0x

19.2x

Revenue multiple

4.0x

19.5x

9.1x

Discount rate

5.0

14.3

7.1

10,510

Market quote

Broker quote

N/A

375,746

Other

N/A (1)

N/A

Second lien

115,588

Market & income approach

EBITDA multiple

12.0x

32.0x

20.9x

Discount rate

7.5

14.1

9.0

16,532

Market quote

Broker quote

N/A

89,775

Other

N/A (1)

N/A

Subordinated

9,390

Other

N/A (1)

N/A

Equity and other

56,877

Market & income approach

EBITDA multiple

11.0x

26.5x

14.9x

Revenue multiple

9.8x

19.5x

16.5x

Discount rate

8.0

12.9

11.3

17,608

Other

N/A (1)

N/A

1,512,366

The fair value of the ~~credit facilities,~~Wells Credit Facility (as defined below), which ~~are~~is categorized as Level 3III within the fair value hierarchy as of ~~September 30, 2019,~~March 31, 2022 and December 31, 2021, approximates ~~their~~its carrying value. The fair value of the BMO Subscription Line (as defined below), which was categorized as Level III within the fair value hierarchy as of December 31, 2021, approximates its carrying value. The carrying value of the Unsecured Notes (as defined below) approximates its fair value as of March 31, 2022 and December 31, 2021, based on a comparison of market interest rates for the Company's borrowings and similar entities and is considered Level III. Additionally, the carrying amounts of the ~~Company’s~~Company's assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities.

Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the ~~Company’s~~Company's portfolio companies conduct their operations, as well as general economic, political and ~~political~~health conditions (including the COVID-19 pandemic), may have a significant negative impact on the operations and profitability of the ~~Company’s~~Company's investments and/or on the fair value of the ~~Company’s~~Company's investments. The ~~Company’s~~Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in

one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.

Note 5. Agreements and Related Parties

The Company entered into an investment advisory and management agreement ~~(the “Investment Management Agreement”)~~(as defined below) with the Investment Adviser. Under the ~~Investment Management Agreement,~~investment advisory and management agreement, the Investment Adviser ~~will manage~~manages the day-to-day operations of, and ~~provide~~provides investment advisory services, to the Company. For providing these services, the Investment Adviser receives an annual base management fee and incentive fee from the Company.

The Company's board of directors initially approved an investment advisory and management agreement (the "Prior Investment Management Agreement") between the Company and the Investment Adviser on June 18, 2019. Following approval from the Company's initial unitholders, the Prior Investment Management Agreement became effective on July 15, 2019. Pursuant to Section 15(a)(2) of the 1940 Act, the Prior Investment Management Agreement had an initial term of two years, concluding on July 15, 2021, which term could be continued only so long as such continuance was approved annually by the Company's board of directors, including a majority of the directors who are not considered "interested persons" of the Company, as the term is used under Section 2(a)(19) of the 1940 Act. Before the Prior Investment Management Agreement’s

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expiration, the Company inadvertently failed to present the Prior Investment Management Agreement for renewal to its board of directors as required by Section 15(a)(2) of the 1940 Act. The failure to renew the term of the Prior Investment Management Agreement for the succeeding annual period beginning July 15, 2021 was wholly inadvertent and unintentional and did not reflect the intent and desire of the Company's board of directors or the Investment Adviser. Therefore, the Prior Investment Management Agreement was, unbeknownst to all parties involved, terminated as a technical matter effective as of July 15, 2021.

On February 16, 2022, the Company's board of directors approved a new investment advisory and management agreement (the "Investment Management Agreement") between the Company and the Investment Adviser. The Prior Investment Management Agreement and the Investment Management Agreement are identical in all material respects, including the compensation and other terms set forth therein, except that the dates of execution, effectiveness and termination. On March 3, 2022, a majority of the outstanding voting securities of the Company approved the Investment Management Agreement via written consent. On March 21, 2022, the Company filed an Information Statement on Schedule 14C pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, reflecting the unitholders' approval of the Investment Management Agreement. As a result of this approval, the Investment Management Agreement became effective on April 11, 2022. The Investment Management Agreement will have a term of two years beginning April 11, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the board of directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company's directors who are not parties to this the Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act.

Pursuant to the Investment Management Agreement, the base management fee is payable quarterly in arrears at an annual rate of 1.15% of the aggregate contributed capital from all unitholders (including any outstanding borrowings under any subscription line drawn in lieu of capital calls) less any return of capital distributions and less any cumulative realized losses since inception (calculated net of any subsequently reversed realized losses and net of any realized gains) as of the last day of the applicable quarter. ~~For the period from the effective date of the Investment Management Agreement, July 15, 2019, through June 30, 2020, the base management fee will be reduced by 50% (0.575% through June 30, 2020).~~ The base management fee could ~~also~~ be reduced by any voluntary fee waivers made by the Investment Adviser. The management fee will be reduced, but not below zero, by any amounts paid by the Company or its subsidiaries to a placement agent, any organizational and offering expenses in excess of the lesser of $2,000 or 0.50% of the aggregate Capital Commitments and any fund expenses in excess of the Specified Expenses Cap as(as defined ~~below.~~

below).

The Investment Adviser has entered into agreements with placement agents that provide for ongoing payments from the Investment Adviser based upon the amount of a ~~unitholder’s~~unitholder's Capital Commitment or capital contributions. Neither the Company nor any unitholders will bear any of the fees paid to placement agents of the Company as any such fees paid by the Company will offset the management fees.

The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the ~~Company’s~~Company's income and a portion is based on a percentage of the ~~Company’s~~Company's capital gains, each as described below.

Incentive Fee on Pre-Incentive Fee Net Investment Income

The portion based on the ~~Company’s~~Company's income (the ~~‘‘Income~~"Income Incentive ~~Fee’’~~Fee") is based on pre-incentive fee net investment ~~income.~~

~~Pre-incentive fee net investment~~ income expressed as a rate of return on the value of our members’ capital at the end of the immediate preceding quarter, is compared to a ‘‘hurdle rate’’ of return of 1.75% per quarter (7.0% annualized).

~~The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:~~

· ~~no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.75%;~~

· 100% of the dollar amount of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 2.059% (8.235% annualized). The Company refers to this portion of the Company’s pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.059%) as the ‘‘catch-up.’’ The ‘‘catch-up’’ is meant to provide the Investment Adviser with approximately 15.0% of our pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.059% in any calendar quarter; and

· 15.0% of the dollar amount of the Company’s pre-incentive fee net investment income, if any, that exceeds a rate of return of 2.059% (8.235% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 15.0% of all pre-incentive fee net investment income thereafter is allocated to the Investment Adviser. ‘‘("Pre-Incentive Fee Net Investment ~~Income’’~~Income"). Pre-Incentive Fee Net Investment Income means interest income, dividend income and any ~~other~~fee income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, upfront, diligence and consulting fees or other fees that we receive from ~~Portfolio Companies)~~portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred units, but

excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our members' capital at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).

The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

•no incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%;

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•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 2.059% (8.235% annualized). The Company refers to this portion of the Company's Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.059%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 15.0% of our Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 2.059% in any calendar quarter; and

•15.0% of the dollar amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds a rate of return of 2.059% (8.235% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 15.0% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser.

For the three months ended March 31, 2022 and March 31, 2021, there were no incentive fees waived. The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.

Incentive Fee on Capital Gains

The second component of the incentive fee is the capital gains incentive fee. The Company will pay the Investment Adviser an incentive fee with respect to our cumulative realized capital gains computed net of all realized capital losses and unrealized capital depreciation since inception ~~(‘‘~~("Cumulative Net Realized ~~Gains’’~~Gains") based on the waterfall below:

a.First, no incentive fee is payable to the Investment Adviser on Cumulative Net Realized Gains until total return of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders is equal to total capital contributions;

b.Second, no incentive is payable to the Investment Adviser on Cumulative Net Realized Gains until the Company has paid cumulative distributions equal to an annualized, cumulative internal rate of return of 7.0% on the total contributed capital to the Company calculated from the date that each such amount was due to be contributed to the Company until the date each such distribution is paid;

c.Third, upon a distribution that results in cumulative distributions exceeding the amounts in clause (a) and (b) above, an incentive fee on capital gains payable to the Investment Adviser equal to ~~100%~~100.0% of the amount of Cumulative Net Realized Gains until the Investment Adviser has received (together with amounts the Investment Adviser has received under Income Incentive Fees) an amount equal to 15.0% of the sum of (i) the cumulative distributions to unitholders made pursuant to clause (b) above, (ii) Income Incentive Fee paid to the Investment Adviser and (iii) amounts paid to the Investment Adviser pursuant to this clause (c); and

d.Thereafter, an incentive fee on capital gains equal to 15.0% of additional undistributed Cumulative Net Realized Gains.

Upon termination of the Company, the Investment Adviser will be required to return incentive fees to the Company to the extent that: (i) the Investment Adviser has received cumulative incentive fees in excess of 15.0% of the sum of (A) the ~~Company’s~~Company's cumulative distributions other than return of capital contributions and (B) the incentive fees paid to the Investment Adviser; or (ii) the unitholders have not received a 7.0% cumulative internal rate of return; provided that in no event will such restoration be more than the incentive fees received by the Investment Adviser.

In accordance with GAAP, the Company accrues a hypothetical capital gains incentive fee based upon the cumulative net realized capital gains and realized capital losses and the cumulative net unrealized capital appreciation and unrealized capital depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on realized capital gains computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.

Expense Limitation

Notwithstanding the foregoing, the Investment Adviser has agreed to reduce and/or waive its management fee (the ~~“Specified~~"Specified Expenses ~~Cap”~~Cap") each year such that the Company will not be required to pay Specified Expenses (as defined below) in excess of a maximum aggregate amount in any calendar year (prorated for partial years and portions of years for which each applicable prong of the cap applies) equal to: (1) during the Closing Period, 0.40% of the greater of (A) $750,000 and (B) actual aggregate Capital Commitments as of the end of such calendar year, (2) at the end of the Closing Period until the end of the Investment Period, 0.40% of aggregate committed capital and (3) after the end of the Investment Period, 0.40% of ~~Members’~~Members' Capital. Further, if the actual Capital Commitments of the Company at the end of the Closing Period are less than $750,000, the prong of the Specified Expenses Cap in clause (1) above will be retroactively adjusted to equal 0.40% of aggregate Capital Commitments at the end of the Closing Period, and the Investment Adviser has agreed to further reduce

and/or waive its management fee for the year in which the Closing Period ends in an amount equal to the difference between (A) the amount that

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would have been required to be waived/reimbursed pursuant to clause (1) above as adjusted and (B) the amount previously waived/reimbursed pursuant to clause (1) above. ~~“Specified Expenses”~~"Specified Expenses" of the Company means all Company Expenses (as defined in the Third A&R LLC Agreement) incurred in the operation of the Company with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses (as defined in the ~~limited liability company agreement, (the “LLC Agreement”))~~Third A&R LLC Agreement) (which are subject to ~~the~~ Organizational and Offering ~~Expense~~Expenses Cap), (iv) Placement Fees (as defined in the Third A&R LLC Agreement), (v) interest on and fees and expenses arising out of all Company indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Company or its affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes.

If, while the Investment Adviser is the investment adviser to the Company, the annualized Specified Expenses for a given calendar year are less than the Specified Expenses Cap, the Investment Adviser shall be entitled to reimbursement by the Company of the compensation waived and other expenses borne by the Investment Adviser (the ~~“Reimbursement Amount”~~"Reimbursement Amount") on behalf of the Company pursuant to the expense limitation and reimbursement agreement between the Company and the Investment Adviser (the ~~“Expense~~"Expense Limitation and Reimbursement ~~Agreement”~~Agreement") during any of the previous thirty-six (36) months, and provided that such amount paid to the Investment Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Reimbursement Amount plus the annualized Specified Expenses for a given calendar year shall not exceed the Specified Expenses Cap. The Investment Adviser may recapture a Specified Expense in any year within the thirty-six month period after the Investment Adviser bears the expense. For the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019,~~March 31, 2021, there have been no reimbursements from the Investment Adviser pursuant to this provision.

The Expense Limitation and Reimbursement Agreement may be amended by mutual agreement of the parties, provided that any amendment that could result in an increase in expenses borne by the Company also must be approved by vote of a majority of the outstanding Units.

The following table summarizes the management fees and incentive fees incurred by the Company for the three months ended ~~September 30, 2019~~March 31, 2022 and March 31, 2021.


	Three Months Ended
		March 31, 2022		March 31, 2021
Management fee		$	3,303	$	1,045
Less: management fee waiver		(265)		(104)
Net management fee		3,038		941
Incentive fee, excluding accrued incentive fees on capital gains		$	3,535	$	1,040

For the ~~period from May 22, 2019 (inception) to September 30, 2019.~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

September 30, 2019

September 30, 2019

Management fee

$
362

$
362

Less: management fee waiver

(252
)
(252
)
Total management fee

110

110

~~As of September 30, 2019,~~three months ended March 31, 2022 and March 31, 2021, no incentive fee on capital gains was accrued or owed under the Investment Management Agreement by the Company, as pre-incentive fee net investment income, expressed as a rate of return on the value of our members’ capital at the end of the immediately preceding quarter did not exceed the ‘‘hurdle rate’’ of return of 1.75% per quarter. As of September 30, 2019, no capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net realized capital gains did not exceed cumulative unrealized capital depreciation.

Company.

The Company has entered into ~~the Administration Agreement~~an administration agreement, as amended and restated, with the Administrator (the "Administration Agreement") under which the Administrator provides administrative services. The Administrator maintains, or oversees the maintenance of, the ~~Company’s~~Company's consolidated financial records, prepares reports filed with the ~~United States~~U.S. Securities and Exchange Commission (the ~~“SEC”~~"SEC"), generally monitors the payment of the ~~Company’s~~Company's expenses and oversees the performance of administrative and professional services rendered by others. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. The Company will reimburse the Administrator for the ~~Company’s~~Company's allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company under the Administration Agreement, including compensation of the ~~Company’s~~Company's chief financial officer and chief compliance officer, and their respective staffs. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator may, in its own discretion, submit to the Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Company during any quarterly period. As a result, the amount of expenses for which the Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Company for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019,~~March 31, 2021, approximately ~~$346~~$258 and ~~$346,~~$159 respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of ~~September 30, 2019,~~March 31, 2022 and December 31, 2021, approximately ~~$346~~$478 and $220, respectively, of indirect administrative expenses was included in payable to affiliates.

The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended (the "Trademark License Agreement"), with New Mountain Capital, pursuant to which New Mountain Capital has

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agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the ~~“New Mountain”~~"New Mountain Capital" name. Under the Trademark License Agreement, as amended, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the ~~“New Mountain”~~"New Mountain Capital" name, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company, the Investment Adviser and the Administrator will have no legal right to the ~~“New Mountain”~~"New Mountain Capital" name.

The Company has adopted a formal code of ethics that governs the conduct of its officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the ~~Company’s~~Company's investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment ~~Adviser’s~~Adviser's allocation procedures. On ~~December 18, 2017,~~October 8, 2019, the SEC issued an exemptive order (the ~~“Exemptive Order”~~"Exemptive Order"), to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on ~~June 5,~~December 18, 2017, which permits the Company to co-invest in portfolio companies with certain

funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a ~~“required majority”~~"required majority" (as defined in Section 57(o) of the 1940 Act) of the ~~Company’s~~Company's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its unitholders and do not involve overreaching in respect of the Company or its unitholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the ~~Company’s~~Company's unitholders and is consistent with its then-current investment objective and strategies.

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the "Temporary Relief"), the Company was permitted, subject to the satisfaction of certain conditions, to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, the Company intends to file an application to amend its existing Exemptive Order to permit the Company to continue to co-invest in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company, subject to certain conditions. There can be no assurance if and when the Company will receive the exemptive order.

Note 6. Borrowings

BMO Subscription Line—On July 30, 2019, the Company entered into a Loan Authorization Agreement with BMO Harris Bank N.A. ~~(“BMO”~~("BMO") (as amended, from time to time, and most recently amended on March 9, 2022, the ~~“BMO~~"BMO Subscription ~~Line”~~Line"), which allows the Company to borrow on a revolving credit basis an aggregate principal amount which cannot exceed the lower of $250,000 or 80.0% of the remaining unfunded Capital Commitments of the Company. ~~All~~On March 25, 2022, all outstanding borrowings under the BMO Subscription Line ~~are due on BMO’s demand within 15 business days or on~~were repaid and the ~~date 6 months after each advance. The BMO Subscription Line is collateralized by the unfunded Capital Commitments of each of the Company’s unitholders. All fees associated~~facility was terminated in connection with the ~~origination of~~final drawdown on Capital Commitments.

From July 30, 2019 to March 9, 2022, the BMO Subscription Line are capitalized on the Consolidated Statement of Assets, Liabilities and Members’ Capital and amortized and charged against income as other financing costs over the life of the BMO Subscription Line. As of the most recent amendment, the BMO Subscription Line bearsbore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ~~(“LIBOR”~~("LIBOR") for each day plus 2.50% per annum.

~~For both~~ As of the ~~three months ended September 30, 2019 and~~most recent amendment on March 9, 2022, in additional to certain other changes, the ~~period from May 22, 2019 (inception)~~BMO Subscription Line was amended to ~~September 30, 2019,~~bear interest at the greater of the prime commercial rate minus 0.25% per annum or the Secured Overnight Financing Rate ("SOFR") Quoted Rate (as defined below) for such day plus 2.5% per annum. SOFR Quoted Rate means as of any day of determination, 3-month Term SOFR on the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.

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The following table summarizes the interest expense and amortization of financing costs incurred on the BMO Subscription Line ~~were $314~~for the three months ended March 31, 2022 and ~~$10, respectively.~~

March 31, 2021:
Three Months Ended
March 31, 2022 March 31, 2021
Interest expense $ 653 $ 607
Amortization of financing costs 7 3
Weighted average interest rate 3.0 % 3.0 %
Effective interest rate 3.1 % 3.0 %
Average debt outstanding $ 94,578 $ 82,096

As of ~~September 30, 2019,~~December 31, 2021, the outstanding balance on the BMO Subscription Line was ~~$118,415~~$92,000, and the Company was in compliance with the applicable covenants in the BMO Subscription Line on such date.

Wells Credit Facility—On August 30, 2019, the ~~Company’s~~Company's wholly-owned subsidiary, GIII SPV, entered into athe Loan and Security Agreement ~~(the ‘‘Wells~~(as amended, from time to time, and most recently amended on March 11, 2022, the "Wells Credit ~~Facility’’~~Facility") as the ~~Borrower,~~borrower, the Company as ~~Collateral Manager~~collateral manager and ~~Equityholder,~~equityholder, the lenders from time to time party thereto, and Wells Fargo Bank, National Association ("Wells Fargo") as the ~~Administrative Agent~~administrative agent and the ~~Collateral Custodian,~~collateral custodian, which is structured as a secured revolving credit facility. The Wells Credit Facility will mature on ~~August 30, 2024~~July 15, 2025 and has ~~an initial~~a maximum facility amount of ~~$150,000 which may increase in size, under certain circumstances, up to a total of $300,000.~~$700,000. Under the Wells Credit Facility, GIII SPV is permitted to borrow up to 25.0%, 45.0%, 55.0%, 70.0% or 75.0% of the purchase price of pledged assets, subject to approval by Wells ~~Fargo Bank, National Association.~~Fargo. The Wells Credit Facility is non-recourse to the Company and is collateralized by all of the investments of GIII SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Wells Credit Facility are capitalized on the ~~Company’s~~Company's Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Members’~~Members' Capital and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIII SPV investments, but rather to the performance of the underlying portfolio companies.

~~The~~

As of the most recent amendment on March 11, 2022, the Wells Credit Facility bears interest at a rate of Daily Simple SOFR plus 1.80% per annum for Broadly Syndicated Loans (as defined in the Fourth Amendment to the Loan and Security Agreement) and Daily Simple SOFR plus 2.30% per annum for all other investments. Previously, the Wells Credit Facility bore interest at a rate of LIBOR plus ~~1.75%~~1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus ~~2.25%~~2.15% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Fourth Amendment to the Loan and Security Agreement).

~~For both~~

The following table summarizes the ~~three months ended September 30, 2019 and the period from May 22, 2019 (inception) to September 30, 2019,~~ interest expense, non-usage fees and amortization of financing costs incurred on the Wells Credit Facility ~~were $12, $64~~for the three months ended March 31, 2022 and ~~$28, respectively.~~

March 31, 2021:
Three Months Ended
March 31, 2022 March 31, 2021
Interest expense $ 3,339 $ 643
Non-usage fee 38 164
Amortization of financing costs 299 105
Weighted average interest rate 2.3 % 2.4 %
Effective interest rate 2.6 % 3.4 %
Average debt outstanding $ 575,044 $ 108,767

As of ~~September 30, 2019,~~March 31, 2022 and December 31, 2021, the outstanding balance on the Wells Credit Facility was ~~$39,600~~$422,100 and $473,100, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility on such ~~date.~~

dates.

Unsecured Notes—On August 4, 2021, the Company entered into a Master Note Purchase Agreement (the "Note Purchase Agreement") with certain institutional investors (the "Purchasers"). Pursuant to the Note Purchase Agreement, on August 4, 2021, the Company issued to the Purchasers, in a private placement, $125,000 in aggregate principal amount of 3.57% Series 2021A Senior Notes, Tranche A, due July 15, 2025 (the "2021A Tranche A Notes"), and on December 21, 2021, at a second closing, the Company issued $50,000 in aggregate principal amount of 3.62% Series 2021A Senior Notes, Tranche B, due July 15, 2025 (the "2021A Tranche B Notes" and, together with the Tranche A Notes, the "2021A Unsecured Notes").

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On March 10, 2022, the Company entered into a first supplement (the "Supplement") to its Note Purchase Agreement with certain Purchasers. Pursuant to the Supplement, on March 10, 2022, the Company issued to the Purchasers $100,000 in aggregate principal amount of 3.95% Series 2022A Senior Notes due July 15, 2025 (the “2022A Unsecured Notes”).

All fees associated with the origination of the 2021A Unsecured Notes and the 2022A Unsecured Notes (together, the "Unsecured Notes") are capitalized on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the Unsecured Notes.

The 2021A Tranche A Notes and the 2021A Tranche B Notes bear interest at an annual rate of 3.57% and 3.62%, respectively, payable semi-annually on January 15 and July 15 of each year, which commenced on January 15, 2022. The 2022A Unsecured Notes bear interest at an annual rate of 3.95%, payable semi-annual on January 15 and July 15 of each year, which will commence on July 15, 2022. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the Unsecured Notes or the Company cease to have an investment grade rating or (ii) the Asset Coverage Ratio (as defined in the Note Purchase Agreement) is less than 1.83 to 1.00.

The Company is obligated to offer to prepay the Unsecured Notes (i) each time the Company receives an aggregate amount of net proceeds from the repayment, or sale, of loans or investments that constitute Company Level Assets (as defined in the Note Purchase Agreement) and (ii) each time the Company receives an aggregate amount of net proceeds, or if the Company is permitted to receive an aggregate amount of net proceeds, from the distribution of Wells Residual Equity (as defined in the Note Purchase Agreement), in each case that is at least equal to the lesser of (A) $25,000 and (B) 10% of the aggregate principal of Unsecured Notes issued under the Note Purchase Agreement and the Supplement.

The Note Purchase Agreement also contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company under the 1940 Act and a regulated investment company under Subchapter M of the Code, minimum stockholders’ equity, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of the Company or certain subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Note Purchase Agreement includes certain additional covenants and terms, including, without limitation, a requirement that the Company will not permit the Asset Coverage Ratio to be less than the greater of (x) 1.50 to 1.00 and (y) the minimum asset coverage required to be held by the Company to comply with the 1940 Act.

The Unsecured Notes are unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries and financing vehicles.

For the three months ended March 31, 2022, interest expense and amortization of financing costs incurred on the Unsecured Notes were $1,810 and $146, respectively. The weighted average interest rate and effective interest rate on the Unsecured Notes for the three months ended March 31, 2022 were 3.6% and 3.9%, respectively.

As of March 31, 2022 and December 31, 2021, the outstanding balance on the Unsecured Notes was $275,000 and $175,000, respectively, and the Company was in compliance with the applicable covenants in the Note Purchase Agreement on such dates.

Leverage risk factors—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The ~~Company’s~~Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the ~~Company’s~~Company's common unitholders, and the Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the ~~Company’s~~Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the ~~Company’s members’~~Company's members' capital. Similarly, leverage may cause a sharper decline in the ~~Company’s~~Company's income than if the Company had not borrowed. Such a decline could negatively affect the ~~Company’s~~Company's ability to make distributions to its unitholders. Leverage is generally considered a speculative investment technique. The ~~Company’s~~Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.

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Note 7. Regulation

The Company ~~intends to elect~~has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, ~~with the filing of its first tax return for the year ending December 31, 2019,~~ and ~~thereafter~~ intends to comply with the requirements to continue to qualify and maintain its status as a RIC annually. In order to continue to qualify and be subject to tax treatment as a RIC, among other things, the Company is required to timely distribute to its unitholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to take the requisite timely distributions to its unitholders, and as such, the Company will generally be relieved from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).

Additionally, as a BDC, the Company must not acquire any assets other than ~~“qualifying assets”~~"qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all ~~eligible~~"eligible portfolio ~~companies~~companies" (as defined in the 1940 Act) significant managerial assistance.

Note 8. Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of ~~September 30, 2019,~~March 31, 2022, the Company had unfunded commitments on revolving credit facilities of ~~$3,192,~~$77,834, no outstanding bridge financing commitments, and other future funding commitments of ~~$12,192.~~$273,802. As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities of $71,664, no outstanding bridge financing commitments and other future funding commitments of $288,517. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the ~~Company’s~~Company's Consolidated ~~Schedule~~Schedules of Investments.

The Company also has revolving borrowings available under the Wells Credit Facility as of ~~September 30, 2019.~~March 31, 2022 and had revolving borrowings available under the Wells Credit Facility and BMO Subscription Line as of December 31, 2021. See Note 6. Borrowings, for details.

The Company may from time to time enter into financing commitment letters. As of ~~September 30, 2019,~~March 31, 2022 and December 31, 2021, the Company had commitment letters to purchase investments in the aggregate par amount of ~~$22,500~~$79,269 and $45,900, respectively, which could require funding in the future.

COVID-19 Developments

On March 11, 2020 the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. For the three months ended March 31, 2022 and subsequent to March 31, 2022, the COVID-19 pandemic has had a significant impact on the U.S. economy and the Company.

The Company has been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic, including outbreaks of variants such as the Delta and Omicron variants, as well as any other variants, and its impact on all aspects of the Company's business, including how it will impact the Company's portfolio companies, employees, due diligence and underwriting processes, and financial markets. Further, the operational and financial performance of the portfolio companies in which the Company makes investments may be significantly impacted by COVID-19, which may in turn impact the valuation of the Company's investments. The Company believes that its portfolio companies have taken, and continue to take, immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related restrictions imposed by state and local governments, including developing liquidity plans supported by internal cash reserves, and unitholder support. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns and cancellations of events and travel. In addition, while consumer demand for goods and services has begun to rebound, the Company continues to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

The extent of the continued impact of the COVID-19 pandemic on the financial performance of the Company's current and future investments will depend on future developments, including the duration and spread of the virus, how quickly vaccines will continue to be distributed nationwide and globally, whether and/or how quickly "herd immunity" will be achieved, whether the restrictions that were imposed to slow the spread of the virus will be lifted entirely, and the health of the financial markets and economy as a result of the COVID-19 pandemic, all of which are highly uncertain and cannot be predicted. To the extent the Company’s portfolio companies continue to be adversely impacted by the continued effects of the COVID-19 pandemic, the Company may experience a material adverse impact on its future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of its portfolio companies.

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Note 9. ~~Members’~~Members' Capital

~~On July 5, 2019,~~

The following table summarizes the ~~Company~~total Units issued ~~100 Units~~and proceeds received related to capital drawdowns delivered pursuant to the ~~Investment Adviser~~Subscription Agreements for the three months ended March 31, 2022.

Drawdown Date

Unit Issue Date

Units Issued

Aggregate Offering Price

March 10, 2022

March 24, 2022

22,981,305

229,812

The following table summarizes the total Units issued and proceeds ~~of $1. On July 19, 2019, the Company~~received related to capital drawdowns delivered ~~a drawdown notice to its investors relating~~pursuant to the ~~issuance of 4,933,964 Units~~Subscription Agreements for ~~an aggregate purchase price of $49,340.~~ the three months ended March 31, 2021.


Drawdown Date	Unit Issue Date	Units Issued	Aggregate Offering Price
February 26, 2021	February 26, 2021	5,250,000	$	52,500
February 26, 2021	March 11, 2021	105,000	1,050



		5,355,000	$	53,550

The ~~Units were issued to investors~~following table reflects the distributions declared on ~~August 2, 2019. On August 21, 2019,~~ the ~~Company delivered a drawdown notice to its investors relating to~~Company's common units for the ~~issuance of 4,933,964 Units~~three months ended March 31, 2022.

Date Declared

Record Date

Payment Date

Per Unit Amount

March 29, 2022

March 30, 2022

April 20, 2022

0.181

The following table reflects the distributions declared on the Company's common units for ~~an aggregate purchase price of $49,340. The Units were issued to investors on September 5, 2019.~~

~~On September 30, 2019,~~ the ~~Investment Adviser’s 100 Units were canceled and the proceeds of the purchase, $1, were returned.~~

~~As of September 30, 2019, no distributions had been declared or paid by the Company.~~

three months ended March 31, 2021.
Date Declared Record Date Payment Date Per Unit Amount
February 24, 2021 February 25, 2021 April 13, 2021 $ 0.120
March 26, 2021 March 30, 2021 April 13, 2021 0.080
$ 0.200

Note 10. Earnings Per Unit

The following information sets forth the computation of basic net increase in the ~~Company’s members’~~Company's members' capital per unit resulting from operations for the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019:~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

September 30, 2019

September 30, 2019

Earnings per unit—basic & diluted

Numerator for basic & diluted earnings per unit:

$
1,564

$
914

Denominator for basic & diluted weighted average unit:

4,612,278

3,214,618

Basic & diluted earnings per unit:

$
0.34

$
0.28

March 31, 2021:


	Three Months Ended
		March 31, 2022		March 31, 2021
Earnings per unit—basic & diluted
Numerator for basic & diluted earnings per unit:		$	19,262	$	8,108
Denominator for basic & diluted weighted average unit:		93,968,005		27,387,291
Basic & diluted earnings per unit:		$	0.20	$	0.30

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Note 11. Financial Highlights

The following information sets forth the ~~Company’s~~Company's financial highlights ~~from May 22, 2019 (inception) to September 30, 2019.~~

For the period from
May 22, 2019 (inception) to

September 30, 2019

Per unit data(1):

Members’ capital, May 22, 2019

$
—

Net investment income

0.22

Net realized and unrealized gains (losses)(2)

(0.12
)
Total net increase

0.10

Issuance of Units

10.00

Placement fees

(0.01
)
Members’ capital, September 30, 2019

$
10.09

Total return based on members’ capital(3)

0.88
%
Units outstanding at end of period

9,867,928

Average weighted units outstanding for the period

3,214,618

Average members’ capital for the period

$
32,153

Ratio to average members’ capital:

Net investment income(4)

11.35
%
Total expenses, before waivers/reimbursements(4)

14.29
%
Total expenses, net of waivers/reimbursements(4)

12.12
%
Asset coverage ratio

163.00
%
Portfolio turnover

0.05
%

Capital Commitments

$
246,698

Funded Capital Commitments

$
98,679

% of Capital Commitments Funded

40.00
%

for the three months ended March 31, 2022 and March 31, 2021.


	Three Months Ended
	March 31, 2022			March 31, 2021
Per unit data(1):
Members' capital, December 31, 2021 and December 31, 2020, respectively	$	9.95		$	10.00
Net investment income	0.21			0.22
Net realized and unrealized (losses) gains(2)	(0.04)			0.06
Total net increase	0.17			0.28


Distributions declared to unitholders from net investment income	(0.18)			(0.20)


Members' capital, March 31, 2022 and March 31, 2021, respectively	$	9.94		$	10.08
Total return based on members' capital(3)	1.77		%	2.82		%
Units outstanding at end of period	114,906,527			30,734,458
Average weighted units outstanding for the period	93,968,005			27,387,291
Average members' capital for the period	$	934,686		$	273,881
Ratio to average members' capital:
Net investment income(4)	8.69		%	8.86		%
Total expenses, before waivers/reimbursements(4)	6.25		%	6.15		%
Total expenses, net of waivers/reimbursements(4)	6.13		%	6.00		%

Average debt outstanding—Unsecured Notes	$	199,444		N/A
Average debt outstanding—BMO Subscription Line	$	94,578		$	82,096
Average debt outstanding—Wells Credit Facility	$	575,044		$	108,767
Asset coverage ratio	263.86		%	260.49		%
Portfolio turnover	0.39		%	6.04		%

Capital Commitments	$	1,149,065		$	512,241
Funded Capital Commitments	$	1,149,065		$	307,345
% of Capital Commitments funded	100.00		%	60.00		%

(1)Per unit data is based on weighted average units outstanding for the respective period (except for issuance of Units and distributions declared to unitholders, which isare based on actual rate per unit).

(2)The total amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital ~~drawdowns.~~

transactions which for the three months ended March 31, 2022 and March 31, 2021 were $(0.03) and $(0.02), respectively.

(3)Total return is calculated assuming ~~an initial~~a purchase ~~price~~at members' capital per Unit on the first day of ~~$10.00 per unit~~the year and a sale at ~~“members’~~members' capital per ~~Unit”~~Unit on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at ~~the members’~~members' capital per Unit on the last day of the respective quarter. Total return calculation is not annualized.

(4)Annualized, except organizational and offering costs.

N/A Not applicable.

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Note 12. Recent Accounting Standards Updates

In ~~August 2018,~~March 2020, the ~~FASB~~Financial Accounting Standards Board issued Accounting Standards Update No. ~~2018-13,~~ ~~Fair Value Measurement~~2020-04, Reference Rate Reform (Topic ~~820)~~848): ~~Disclosure Framework-Changes to~~Facilitation of the ~~Disclosure Requirements for Fair Value Measurement~~ (“Effects of Reference Rate Reform on Financial Reporting ("ASU ~~2018-13”~~2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard ~~will modify~~is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the ~~disclosure~~impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2022.

Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value ~~measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective~~in good faith for ~~annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period.~~purposes of the 1940 Act. The Company is ~~permitted~~evaluating the impact of adopting Rule 2a-5 on the consolidated financial statements and intends to ~~early adopt any removed~~comply with the new rule’s requirements on or ~~modified disclosures upon issuance of ASU 2018-13 and delay adoption of~~before the ~~additional disclosures until their effective date. The Company has elected to early adopt ASU 2018-13 as of~~compliance date in September ~~30, 2019.~~

2022.

Note 13. Subsequent Events

On ~~October 8, 2019,~~April 11, 2022, the ~~SEC issued an exemptive order~~Company entered into a new investment advisory and management agreement (the ~~“New Order”~~"New Investment Management Agreement") ~~permitting~~, by and between the Company and ~~certain~~the Investment Adviser. The terms of the ~~Company’s affiliates~~New Investment Management Agreement are substantially identical to ~~co-invest together in portfolio companies subject~~those of the prior investment advisory and management agreement that was executed on July 15, 2019, and under which the Investment Adviser had provided investment advisory services to ~~certain conditions included therein.~~the Company since its inception. The New ~~Order supersedes~~Investment Management Agreement has a term of two years beginning April 11, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the ~~Company’s existing co-investment exemptive order, which was granted~~vote of the board of directors, or by the ~~SEC on December 18, 2017,~~vote of a majority of the outstanding voting securities of the Company and ~~expands on~~(B) the ~~Company’s ability~~vote of a majority of the Company's directors who are not parties to ~~co-invest~~this New Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with ~~certain affiliates.~~

the requirements of the 1940 Act.

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	~~Deloitte & Touche LLP~~

	~~30 Rockefeller Plaza~~
	~~New York, NY 10112~~
	~~USA~~
	~~Tel: 212 492 4000~~
	~~Fax: 212 489 1687~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the board of directors of New Mountain Guardian III BDC, L.L.C.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statement of assets, liabilities and members’ capital of New Mountain Guardian III BDC, L.L.C. and ~~subsidiary~~subsidiaries (the ~~“Company”~~"Company"), including the consolidated schedule of investments, as of ~~September 30, 2019,~~March 31, 2022, and the related consolidated statements of operations, ~~and~~ changes in members’ capital, ~~for the three-month period ended September 30, 2019 and the period from May 22, 2019 (inception) to September 30, 2019,~~ and cash flows for the ~~period from May 22, 2019 (inception) to September 30, 2019,~~three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the ~~“interim~~"interim financial ~~information”~~information"). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets, liabilities and members’ capital of the Company, including the consolidated schedule of investments, as of December 31, 2021, and the related consolidated statements of operations, changes in members’ capital and cash flows for the year then ended (not presented herein); and in our report dated March 9, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets, liabilities and members’ capital as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statement of assets, liabilities and members’ capital from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the ~~Company’s~~Company's management. We are a public accounting firm registered with the ~~Public Company Accounting Oversight Board (United States) (PCAOB)~~PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~review~~reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

~~/s/ DELOITTE & TOUCHE LLP~~

~~November 13, 2019~~

/s/ DELOITTE & TOUCHE LLP

May 12, 2022

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Item 2.~~Management’s~~ Management's Discussion and Analysis of Financial Condition and Results of Operations

The information in ~~management’s~~management's discussion and analysis of financial condition and results of operations relates to New Mountain Guardian III BDC, L.L.C., including its wholly-owned direct ~~subsidiary~~subsidiaries (collectively, ~~“we”~~"we", ~~“us”~~"us", ~~“our”~~"our", ~~“GIII”~~"GIII" or the ~~“Company”~~"Company").

Forward-Looking Statements

The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:

·•statements concerning the impact of a protracted decline in the liquidity of credit markets;

·•the general economy, including interest and inflation rates, and ~~its~~the impact onof the ~~industries in which we invest;~~

COVID-19 pandemic thereon;

·•our future operating results, our business prospects, and the adequacy of our cash resources and working ~~capital;~~

capital, and the impact of the COVID-19 pandemic thereon;

·•the ability of our portfolio companies to achieve their ~~objectives;~~

objectives and the impact of the COVID-19 pandemic thereon;

·•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;

·•the ability of New Mountain Finance Advisers BDC, L.L.C. (the ~~“Investment Adviser”~~"Investment Adviser") or its affiliates to attract and retain highly talented professionals;

·•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, ~~“New~~"New Mountain ~~Capital”~~Capital") whose ultimate owners include Steven B. Klinsky and related ~~and~~ other vehicles; and

·•the risk factors set forth in Item 1A.—Risk Factorscontained in our ~~registration statement~~Annual Report on Form ~~10 filed with~~10-K for the ~~SEC~~year ended December 31, 2021 and in this ~~quarterly report~~Quarterly Report on Form 10-Q.

Forward-looking statements are identified by their use of such terms and phrases such as ~~“anticipate”~~"anticipate", ~~“believe”~~"believe", ~~“continue”~~"continue", ~~“could”~~"could", ~~“estimate”~~"estimate", ~~“expect”~~"expect", ~~“intend”~~"intend", ~~“may”~~"may", ~~“plan”~~"plan", ~~“potential”~~"potential", ~~“project”~~"project", ~~“seek”~~"seek", ~~“should”~~"should", ~~“target”~~"target", ~~“will”~~"will", ~~“would”~~"would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our ~~registration statement~~annual report on Form ~~10 filed with~~10-K for the ~~SEC~~year ended December 31, 2021 and in this ~~quarterly report~~Quarterly Report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the ~~United States~~U.S. Securities and Exchange Commission (the ~~“SEC”~~"SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form ~~8-K.~~

8-K.

Overview

We are a Delaware limited liability company formed on May 22, 2019. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ~~(‘‘BDC’’~~("BDC") under the Investment Company Act of 1940, as amended (the ~~‘‘1940 Act’’~~"1940 Act"). We ~~intend to elect~~have elected to be treated for ~~United States (‘‘~~U.S.~~’’)~~ federal income tax purposes as a regulated investment company ~~(‘‘RIC’’~~("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the ~~‘‘Code’’~~"Code").

The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital ~~Group, L.P. whose ultimate owners include Steven B. Klinsky and related other vehicles.~~is a firm with a track record of investing in the middle market. The Investment Adviser manages our day-to-day operations and provides us with investment advisory

and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ~~our’s.~~ours. New Mountain Finance Administration, L.L.C. (the ~~‘‘Administrator’’~~"Administrator"), a wholly-owned subsidiary of New Mountain Capital, ~~intends to provide~~provides the administrative services necessary to conduct our day-to-day operations.

The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.

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We conducted a private offering (the ~~“Private Offering”~~"Private Offering") of units of our limited liability company interests (the ~~“Units”~~"Units") to investors in reliance on exemptions from the registration requirements of the Securities ~~Act.~~Act of 1933, as amended (the "Securities Act"). Units ~~will be~~were offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a ~~“Capital Commitment”~~"Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with us (a ~~“Subscription Agreement”~~"Subscription Agreement"). ~~We expect closings~~Closings of the Private Offering ~~will occur,~~occurred, from time to time, in the Investment ~~Adviser’s~~Adviser's sole discretion, during the 18-month period (the ~~“Closing Period”~~"Closing Period") following the initial closing of Capital Commitments, which occurred on July 15, 2019. Pursuant to the Limited Liability Company Agreement, as amended and restated on July 22, 2021 (the "Third A&R LLC Agreement"), the Closing Period was extended to and ended on October 15, 2021. We ~~may accept~~accepted and ~~draw~~drew down on Capital Commitments from investors throughout the Closing ~~Period.~~Period and drew down on Capital Commitments throughout the Investment Period (as defined below). At the end of the Closing Period, we had aggregate Capital Commitments from investors of $1.15 billion. We commenced our loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering, which occurred on August 2, 2019 (the ~~“Initial Drawdown,” and the date on which the Initial Drawdown occured)~~"Initial Drawdown"). The ~~“Investment Period”~~investment period began on July 15, 2019 and will continue until the four-year anniversary of such ~~date.~~date (the "Investment Period"). Our term is six years from July 15, 2019, subject to (i) a one year extension as determined by the Investment Adviser in its sole discretion and (ii) an additional one year extension as determined by our board of directors.

We established New Mountain Guardian III SPV, L.L.C. (“("GIII ~~SPV”~~SPV") as a wholly-owned direct subsidiary whose assets are used to secure GIII ~~SPV’s~~SPV's credit facility.

We established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which serves as a tax blocker corporation by holding equity or equity-like investments in one of our portfolio companies organized as a limited liability company; we consolidate our tax blocker corporation for accounting purposes but the tax blocker corporation is not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of our ownership of the portfolio company.

Our investment objective is to generate current income and capital appreciation primarily by investing in or originating debt investments in companies that the Investment Adviser believes are ~~‘‘defensive growth’’~~"defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary research and operational advantages. We make investments through both primary originations and open-market secondary purchases. We predominantly target loans to, and invest in, U.S. middle market businesses, a market segment we believe continues to be underserved by other lenders. We define middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ~~(‘‘EBITDA’’~~("EBITDA") between $10.0 million and $200.0 million. In some cases, we may also include equity interest. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. As of ~~September 30, 2019,~~March 31, 2022, our top five industry concentrations were software, business services, healthcare services, ~~business~~consumer services ~~education~~ and healthcare information technology.

As of ~~September 30, 2019,~~March 31, 2022, our ~~members’~~members' capital was approximately ~~$99.5~~$1,142.3 million and our portfolio had a fair value of approximately ~~$229.6~~$1,848.6 million in 2095 portfolio companies.

Recent Developments

On ~~October 8, 2019, the SEC issued an exemptive order~~April 11, 2022, we entered into a new investment advisory and management agreement (the ~~“New Order”~~"New Investment Management Agreement") ~~permitting~~, by and between us and ~~certain~~the Investment Adviser. The terms of the New Investment Management Agreement are substantially identical to those of the prior investment advisory and management agreement that was executed on July 15, 2019, and under which the Investment Adviser had provided investment advisory services to us since the inception. The New Investment Management Agreement has a term of two years beginning April 11, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the our board of directors, or by the vote of a majority of our ~~affiliates~~outstanding voting securities and (B) the vote of a majority of our directors who are not parties to ~~co-invest together~~this New Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.

COVID-19 Developments

Our operating results and portfolio companies ~~subject to certain conditions included therein. The New Order supersedes our existing co-investment exemptive order, which was granted~~may be negatively impacted by the ~~SEC~~COVID-19 pandemic. While several countries, as well as certain states, counties and cities in the United States, have relaxed initial public health restrictions with the view to partially or fully reopen their economies, many cities have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic. These surges have led to the re-introduction of such restrictions and business shutdowns in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Health advisors warn that recurring COVID-19 outbreaks, including outbreaks of variants such as the Delta and Omicron variants, as well as any other variants, will continue if reopening is pursued too soon or in the wrong manner, which may lead to the re-introduction or continuation of certain public health restrictions (such as instituting

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quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues). Additionally, travelers from the United States are restricted from visiting many countries including countries in Europe, Asia, Africa and South America. These continued travel restrictions may prolong the global economic downturn. In addition, while consumer demand for goods and services has begun to rebound, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

Although the Federal Food and Drug Administration authorized vaccines beginning in December ~~18, 2017,~~2020 and ~~expands~~a significant portion of the U.S. population has been vaccinated, it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally, or when "herd immunity" will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Any delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.

This outbreak is having, and any future outbreaks could have, an adverse impact on the U.S. and global markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this Quarterly Report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain the spread of COVID-19 or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.

We will continue to monitor the rapidly evolving situation surrounding the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities, and we may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impact of the COVID-19 pandemic on our ~~ability to co-invest with certain affiliates.~~

financial condition, results of operations or cash flows in the future.

Critical Accounting ~~Policies~~

Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ~~of America (“GAAP”~~("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting ~~policies.~~

estimates.

Basis of Accounting

We consolidate our wholly-owned direct ~~subsidiary~~subsidiaries GIII ~~SPV.~~SPV and GIII OEC. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies, (“("ASC ~~946”~~946").

Valuation and Leveling of Portfolio Investments

~~For the period from May 22, 2019 (inception) to September 30, 2019,~~

At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of assets, which impacts our ~~members’~~members' capital.

We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:

(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

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a. Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

b. For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:

i. Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes ~~obtained;~~

obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value; and

ii. Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers or dealers are valued through a multi-step valuation process:

a. Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;

b. Preliminary valuation conclusions will then be documented and discussed with our senior management;

c. If an investment falls into (3) above for four consecutive quarters and if the ~~investment’s~~investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and

d. When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being

performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.

GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:

Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ ("ASC ~~820”~~820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.

Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:

·•Quoted prices for similar assets or liabilities in active markets;

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•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

·•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.

~~The following table summarizes the levels~~

See Item 1.—Financial Statements—Note 4. Fair Value in ~~the~~this Quarterly Report on Form 10-Q for additional information on fair value hierarchy ~~that our portfolio investments fall into~~ as of ~~September 30, 2019:~~

(in thousands)

Total

Level I

Level II

Level III

First lien

$
143,808

$
—

$
32,827

$
110,981

Second lien

85,821

—

21,890

63,931

Total investments

$
229,629

$
—

$
54,717

$
174,912

March 31, 2022.

We generally use the following framework when determining the fair value of investments where there ~~are~~is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio ~~company’s~~company's performance and associated financial risks. The following outlines additional details on the approaches considered:

Company Performance, Financial Review, and Analysis: Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio ~~company’s~~company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting our revenue and ~~earnings before interest, taxes, depreciation, and amortization~~ EBITDA growth, margin trends, liquidity position, covenant compliance and changes to our capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.

For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.

Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing ~~market value cash flow (EBITDA)~~EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio ~~company’s~~company's latest twelve month ~~(“LTM”~~("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA ~~multiple~~or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of September 30, 2019, we used the relevant EBITDA multiple ranges set forth in the table below to determine the enterprise value of our portfolio companies. We believe these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.

Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant ~~security’s~~security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the ~~investment’s~~investment's expected maturity date. These cash flows are discounted at a rate

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established utilizing a combination of a yield calibration approach ~~which~~and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes and average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. ~~In applying the income based approach as of September 30, 2019, we used the discount ranges set forth~~

See Item 1.—Financial Statements—Note 4. Fair Value in ~~the table below to value investments in our portfolio companies.~~

~~The~~this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of ~~September 30, 2019 were as follows:~~

Range

(in thousands)
Type

Fair value as of
September 30, 2019

Approach

Unobservable Input

Low

High

Weighted
Average

First lien

$
66,108

Market & income approach

EBITDA multiple

11.0
x
35.0
x
21.7
x

Revenue multiple

3.5
x
11.0
x
7.8
x

Discount rate

7.6
%
9.5
%
8.5
%

10,901

Market quote

Broker quote

N/A

N/A

N/A

33,972

Other

N/A(1)

N/A

N/A

N/A

Second lien

22,331

Market & income approach

EBITDA multiple

12.0
x
14.0
x
13.0
x

Discount rate

10.0
%
10.0
%
10.0
%

41,600

Other

N/A(1)

N/A

N/A

N/A

$
174,912

March 31, 2022.

~~(1)~~ Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.

Revenue ~~recognition~~

Recognition

Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.

Interest and dividend income:Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind ~~(“PIK”~~("PIK") interest or dividend provision. PIK interest isand dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest isand dividends are added to the principal balance on the capitalization date and isare generally due at maturity or when redeemed by the issuer. For ~~both~~ the three months ended ~~September 30, 2019~~March 31, 2022 and ~~the period from May 22, 2019 (inception) to September 30, 2019, the Company~~March 31, 2021, we recognized PIK interest from investments of approximately $1.6 million and $0.1 ~~million.~~

million, respectively, and PIK dividends from investments of approximately $1.8 million and $0.0 million, respectively.

Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.

Non-accrual income:Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon ~~management’s~~management's judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in ~~management’s~~management's judgment, are likely to remain current.

As of March 31, 2022 and December 31, 2021, no investments were on non-accrual status.

~~Other~~Fee income: ~~Other~~Fee income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. ~~Other~~Fee income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by us for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.

Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.

Monitoring of Portfolio Investments

We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy.

We have recently consolidated our portfolio monitoring procedures by combining our previously bifurcated system that separately (1) rated investments based on their performance compared to expectations and (2) assigned a risk rating to each investment based on the expected impact from the COVID-19 pandemic. As described more fully below, our new portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).

We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. ~~We use~~As such, we assign each investment a ~~four-level numeric rating scale as follows:~~

composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:

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·• ~~Investment Rating 1—Investment~~Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is ~~performing materially above expectations;~~

expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:

·◦ ~~Investment Rating 2—Investment~~Tier 1 – Severe business underperformance and/or severe market headwinds

◦Tier 2 – Significant business underperformance and/or significant market headwinds

◦Tier 3 – Moderate business underperformance and/or moderate market headwinds

◦Tier 4 – Business performance is ~~performing materially~~ in-line with ~~expectations. All new loans are rated 2 at initial purchase;~~

or above expectations

·• ~~Investment~~Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.

The Risk Rating ~~3—Investment~~for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green with Red reflecting an investment performing materially below expectations ~~where~~and Green reflecting an investment that is in-line with or above expectations. The mapping of the ~~risk of loss has materially increased since the original investment;~~composite scores to these categories are below:

•Red – 1C (e.g., Tier 1 for Operating Performance and

C for Business Characteristics)

·• ~~Investment Rating 4—Investment is performing substantially below expectations~~Orange – 2C and ~~risks have increased substantially since the original investment. Payments may be delinquent. There is meaningful possibility that we will not recoup our original cost basis in the investment~~1B

•Yellow – 3C, 2B, and ~~may realize a substantial loss upon exit.~~

•Green – 4C, 3B, 2A, 4B, 3A, and 4A

The following table shows the ~~distribution~~Risk Ratings of our ~~investments on the 1 to 4 investment rating scale at fair value~~portfolio companies as of ~~September 30, 2019:~~

(in millions)

As of September 30, 2019

Investment Rating

Cost

Percent

Fair Value

Percent

Investment Rating 1

$
5.5

2.4
%
$
5.5

2.4
%
Investment Rating 2

223.9

97.6
%
224.1

97.6
%
Investment Rating 3

—

—
%
—

—
%
Investment Rating 4

—

—
%
—

—
%

$
229.4

100.0
%
$
229.6

100.0
%

March 31, 2022:


(in millions)	As of March 31, 2022
Risk Rating	Cost		Percent		Fair Value		Percent
Red	$	—	—	%	$	—	—	%
Orange	6.6		0.4	%	6.2		0.3	%
Yellow	22.4		1.2	%	19.5		1.1	%
Green	1,821.8		98.4	%	1,822.9		98.6	%
	$	1,850.8	100.0	%	$	1,848.6	100.0	%

As of ~~September 30, 2019,~~March 31, 2022, all investments in our portfolio had a Green Risk Rating with the exception of one portfolio company that had a Yellow Risk Rating and one portfolio company that had an ~~Investment Rating~~Orange Risk Rating.

Table of ~~1 or 2.~~

Contents

Portfolio and Investment Activity

The fair value of our investments, as determined in good faith by our board of directors, was approximately ~~$229.6~~$1,848.6 million in 2095 portfolio companies at ~~September 30, 2019.~~

March 31, 2022 and approximately $1,725.2 million in 90 companies at December 31, 2021.

The following table shows our portfolio and investment activity for the ~~period from May 22, 2019 (inception) to September 30, 2019:~~

For the period from
May 22, 2019 (inception) to

(in millions)

September 30, 2019

New investments in 20 portfolio companies

$
229.4

Debt repayments in existing portfolio companies

(0.1
)
Sales of securities in 0 portfolio companies

—

Change in unrealized appreciation on 6 portfolio companies

0.3

Change in unrealized depreciation on 9 portfolio companies

(0.1
)

three months ended March 31, 2022 and March 31, 2021:

Three Months Ended
(in millions) March 31, 2022 March 31, 2021
New investments in 24 and 16 portfolio companies, respectively $ 127.9 $ 145.5
Debt repayments in existing portfolio companies (6.8) (26.2)
Sales of securities in 0 and 0 portfolio companies, respectively — —
Change in unrealized appreciation on 17 and 17 portfolio companies, respectively 1.9 3.3
Change in unrealized depreciation on 75 and 25 portfolio companies, respectively (2.7) (1.1)

Recent Accounting Standards Updates

See ~~Item~~Part 1.—Financial Statements—Note 12. Recent Accounting Standards Updates for details on recent accounting standards updates.

Results of Operations for the Three Months Ended March 31, 2022 and March 31, 2021

Revenue

Three Months Ended
(in thousands) March 31, 2022 March 31, 2021
Total interest income $ 30,004 $ 8,837
Dividend income 1,814 —
Fee income 2,348 1,197
Total investment income $ 34,166 $ 10,034

Our total investment income increased by approximately $24.1 million, or 241%, for the three months ended March 31, 2022 as compared to ~~September 30, 2019~~the three months ended March 31, 2021. For the three months ended March 31, 2022, total investment income of approximately $34.2 million consisted of approximately $27.8 million in cash interest from investments, approximately $1.6 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $0.6 million, approximately $1.8 million in PIK dividends from investments and approximately $2.4 million in fee income. The increase in interest income of approximately $21.2 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was primarily due to increased interest income which is attributable to larger invested balances, driven by proceeds from drawdowns on Capital Commitments, higher drawn balances on our revolving credit facility and the ~~period from May 22, 2019 (inception) to September 30, 2019~~

~~Revenue~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

(in thousands)

September 30, 2019

September 30, 2019

Interest income

$
1,323

$
1,323

Other income

1,407

1,407

Total investment income

$
2,730

$
2,730

~~Investment~~issuance of our Unsecured Notes (as defined below). Our dividend income for the three months ended ~~September 30, 2019 and for the period from May 22, 2019 (inception)~~March 31, 2022 was due to ~~September 30, 2019 is driven by~~ our ~~deployment of capital and increasing invested balance.~~

~~Operating Expenses~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

(in thousands)

September 30, 2019

September 30, 2019

Management fee

$
362

$
362

Less: management fee waiver

(252
)
(252
)
Total management fee

110

110

Interest and other financing expenses

431

431

Professional fees

102

102

Administrative expenses

394

394

Organizational and offering expenses

292

942

Other general and administrative expenses

32

32

Net expenses

$
1,361

$
2,011

~~Management fees before waivers for the both~~new investments in preferred securities. Fee income during the three months ended ~~September 30, 2019~~March 31, 2022, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and ~~for the period~~amendment fees received from ~~May 22, 2019 (inception) to September 30, 2019 were $0.4 million. Per the Investment Management Agreement, the management fee will be reduced~~14 different portfolio companies.

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Operating Expenses


	Three Months Ended
(in thousands)	March 31, 2022		March 31, 2021
Management fee	$	3,303	$	1,045
Less: management fee waiver	(265)		(104)
Net management fee	3,038		941
Interest and other financing expenses	6,302		1,533
Incentive fee	3,535		1,040
Administrative expenses	711		300
Professional fees	383		169
Organizational and offering expenses	—		117
Other general and administrative expenses	40		38
Net expenses before income taxes	14,009		4,138
Income tax expense	123		—
Net expenses after income taxes	$	14,132	$	4,138

Our total net operating expenses increased by ~~50% until June 30, 2020. The base management fee was also reduced by a voluntary fee waiver made by the Investment Adviser. This resulted in net management fees of $0.1 million.~~

~~We have incurred expenses related to our formation, organization and continuous offering of our common units. For~~$10.0 million for the three months ended ~~September 30, 2019 and for the period from May 22, 2019 (inception)~~March 31, 2022 as compared to September 30, 2019, we incurred organizational costs of $0.3 million and $0.9 million, respectively. We anticipate formation costs to decrease in relation to our income as we move further away from the date of inception. For both the three months ended ~~September 30, 2019~~March 31, 2021. Our management fee increased by approximately $2.1 million, net of a management fee waiver, and our incentive fee increased by approximately $2.5 million for ~~the period from May 22, 2019 (inception) to September 30, 2019, we incurred offering costs of less than $0.1 million.~~

~~Interest and credit facility expenses for both~~ the three months ended ~~September 30, 2019~~March 31, 2022 as compared to the three months ended March 31, 2021. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances.

Interest and other financing expenses increased by approximately $4.8 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to higher drawn balances on our revolving credit facility and our issuance of the Unsecured Notes (as defined below) in August 2021, December 2021 and March 2022.

Administrative expenses increased by approximately $0.4 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to higher fees charged for administrative services performed over our larger managed and invested balances. Organization and offering expenses decreased by approximately $0.1 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to the end of Closing Period on October 15, 2021. Total professional fees, and total other general and administrative expenses increased by approximately $0.2 million for the ~~period from May 22, 2019 (inception)~~three months ended March 31, 2022 as compared to ~~September 30, 2019 were $0.4 million,~~the three months ended March 31, 2021 due to ~~our entry into the BMO Subscription Line and Wells Credit Facility.~~

increased costs as we continued to deploy capital contributions.

Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation ~~(Depreciation)~~

Three Months Ended

For the period from
May 22, 2019 (inception) to

(in thousands)

September 30, 2019

September 30, 2019

Net realized gains (losses) on investments

$
—

$
—

Net change in unrealized appreciation of investments

195

195

Net realized and unrealized gains

$
195

$
195

~~We had~~


	Three Months Ended
(in thousands)	March 31, 2022		March 31, 2021
Net realized losses on investments	$	—	$	—
Net change in unrealized (depreciation) appreciation of investments	(772)		2,212

Net realized and unrealized (losses) gains	$	(772)	$	2,212

Our net realized losses and unrealized ~~gains~~depreciation resulted in a net loss of approximately ~~$0.2~~$0.8 million for the three months ended ~~September 30, 2019~~March 31, 2022 as compared to net realized gains and unrealized appreciation resulting in a net gain of approximately $2.2 million for the ~~period from May 22, 2019 (inception) to September 30, 2019 which~~three months ended March 31, 2021. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the three months ended March 31, 2022, was primarily driven by amortization on the portfolio and a slight overall decrease in market prices of our investments during the period. The net gain for the three months ended March 31, 2021 was primarily driven by the overall increase in market prices of our investments during the ~~period.~~

period due to the partial recovery of the market from the impact of the COVID-19 pandemic.

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Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations

Liquidity and Capital Resources

The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our unitholders or for other general corporate purposes.

On July 15, 2019, we entered into Subscription Agreements with several investors providing for the private placement of the our Units. On July 19, 2019, we delivered a drawdown notice to our investors relating to the issuance of 4,933,964 Units for an aggregate purchase price of $49.3 million. The Units were issued to investors on August 2, 2019. On August 21, 2019, we delivered a drawdown notice to our investors relating to the issuance of 4,933,964 Units for an aggregate purchase price of $49.3 million. The Units were issued to investors on September 5, 2019.

We expect to generate cash from (1) ~~drawing down capital in respect of Units, (2)~~ cash flows from investments and operations and ~~(3)~~(2) borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market ~~terms;~~terms, however, we cannot assure you we will be able to do so. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. ~~As permitted by the Small Business Credit Availability Act (the “SBCA”) upon~~Upon organization, the Investment Adviser, as the initial ~~Unitholder,~~unitholder, has authorized us to adopt the application of the modified asset coverage requirements set forth in Section 61(a)~~(2)~~ of the 1940 Act, ~~as amended by the SBCA,~~ which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to us. In connection with their subscriptions of the Units, our unitholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150.0%. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity).As of ~~September 30, 2019,~~March 31, 2022, our asset coverage ratio was ~~163.0%~~263.9%.

~~At September 30,~~

Since our inception on May 22, 2019, we have entered into Subscription Agreements with several investors on various dates. Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the Closing Period, which ended on October 15, 2021. On March 31, 2022 and December 31, 2021, we had aggregate capital commitments and undrawn capital commitments from investors as follows:


(in millions)	March 31, 2022			December 31, 2021
Capital Commitments	$	1,149.1		$	1,149.1
Unfunded Capital Commitments	—			229.8
% of Capital Commitments funded	100.0		%	80.0		%

As of March 31, 2022 and December 31, 2021, we had cash and cash equivalents of approximately ~~$84.6 million.~~$19.8 million and $24.1 million, respectively. Our cash used in operating activities for the ~~period from May 22, 2019 (inception) to September 30, 2019 was~~three months ended March 31, 2022 and March 31, 2021, were approximately ~~$171.2 million.~~$170.2 million and $59.6 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and ~~drawdowns on Capital Commitments.~~

borrowings from banks or other lenders.

Off-Balance Sheet Arrangements

We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2022 and December 31, 2021, we had outstanding commitments to third parties to fund investments totaling $351.6 million and $360.2 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of March 31, 2022 and December 31, 2021, we had commitment letters to purchase investments in the aggregate par amount of $79.3 million and $45.9 million, respectively, which could require funding in the future. As of March 31, 2022 and December 31, 2021, we had not entered into any bridge financing commitments which could require funding in the future.

Borrowings

BMO Subscription Line—On July 30, 2019, we entered into a Loan Authorization Agreement with BMO Harris Bank N.A. ~~(“BMO”~~("BMO") (as amended, from time to time, and most recently amended on March 9, 2022, the ~~“BMO~~"BMO Subscription ~~Line”~~Line"), which allows us to borrow on a revolving credit basis an aggregate principal amount which cannot exceed the lower of ~~$250.0 million~~$250,000 or 80.0% of the remaining unfunded Capital Commitments. ~~All~~On March 25, 2022, all outstanding borrowings under the BMO Subscription Line ~~are due on BMO’s demand within 15 business days or on~~were repaid and the ~~date 6 months after each advance. The BMO Subscription Line is collateralized by the unfunded Capital Commitments of each of our unitholders. All fees associated~~facility was terminated in connection with the ~~origination of~~final drawdown on Capital Commitments.

From July 30, 2019 to March 9, 2022, the BMO Subscription Line are capitalized on the Consolidated Statement of Assets, Liabilities and Members’ Capital and charged against income as other financing costs over the life of the BMO Subscription Line. As of the most recent amendment, the BMO Subscription Line bearsbore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ~~(“LIBOR”~~("LIBOR") for each day plus 2.50% per annum.

~~For both~~ As of the ~~three months ended September 30, 2019 and the period from May 22, 2019 (inception)~~most recent amendment on March 9, 2022, in addition to ~~September 30, 2019, interest expense was $0.3 million and amortization of financing costs incurred on~~certain other changes, the BMO Subscription Line was ~~less than $0.1 million, respectively.~~

amended to bear interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month SOFR Quoted Rate (as defined below) for such day plus 2.5% per annum. SOFR Quoted Rate means as of any day of determination,

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3-month Term SOFR on the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.

As of ~~September 30, 2019,~~December 31, 2021, the outstanding balance on the BMO Subscription Line was ~~$118.4~~$92.0 million, and we were in compliance with the applicable covenants in the BMO Subscription Line on such date.

See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the BMO Subscription Line for the three months ended March 31, 2022 and March 31, 2021.

Wells Credit Facility—On August 30, 2019, our wholly-owned subsidiary, GIII SPV, entered into athe Loan and Security Agreement ~~(the ‘‘Wells~~(as amended, from time to time, and most recently amended on March 11, 2022, the "Wells Credit ~~Facility’’~~Facility") as the ~~Borrower,~~borrower, us as ~~Collateral Manager~~collateral manager and ~~Equityholder,~~equityholder, the lenders from time to time party thereto, and Wells Fargo Bank, National Association ("Wells Fargo") as the ~~Administrative Agent~~administrative agent and the ~~Collateral Custodian,~~collateral custodian, which is structured as a secured revolving credit facility. The Wells Credit Facility will mature on ~~August 30, 2024~~July 15, 2025 and has ~~an initial~~a maximum facility amount of ~~$150.0 million which may increase in size, under certain circumstances, up to a total of $300.0~~$700.0 million. Under the Wells Credit Facility, GIII SPV is permitted to borrow up to 25.0%, 45.0%, 55.0%, 70.0% or 75.0% of the purchase price of pledged assets, subject to approval by Wells ~~Fargo Bank, National Association.~~Fargo. The Wells Credit Facility is non-recourse to ususy and is collateralized by all of the investments of GIII SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Wells Credit Facility are capitalized on our Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Members’~~Members' Capital and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIII SPV investments, but rather to the performance of the underlying portfolio companies.

~~The~~

For both the three months ended September 30, 2019 and the period from May 22, 2019 (inception) to September 30, 2019, non-usage fees were $0.1 million and both interest expense and amortization of financing costs incurred on the Wells Credit Facility were less than $0.1 million, respectively.

As of ~~September 30, 2019,~~March 31, 2022 and December 31, 2021, the outstanding balance on the Wells Credit Facility was ~~$39.6~~$422.1 million and $473.1 million, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility on such ~~date.~~

dates.

~~Off-Balance Sheet Arrangements~~See

~~We may become~~Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Wells Credit Facility for the three months ended March 31, 2022 and March 31, 2021.

Unsecured Notes—On August 4, 2021, we entered into a ~~party~~Master Note Purchase Agreement (the "Note Purchase Agreement") with certain institutional investors (the "Purchasers"). Pursuant to ~~financial instruments~~the Note Purchase Agreement, on August 4, 2021, we issued to the Purchasers, in a private placement, $125.0 million in aggregate principal amount of 3.57% Series 2021A Senior Notes, Tranche A, due July 15, 2025 (the "2021A Tranche A Notes"), and on December 21, 2021, at a second closing, we issued $50.0 million in aggregate principal amount of 3.62% Series 2021A Senior Notes, Tranche B, due July 15, 2025 (the "2021A Tranche B Notes" and, together with ~~off-balance sheet risk~~the Tranche A Notes, the "2021A Unsecured Notes"). On March 10, 2022, we entered into a first supplement (the "Supplement") to its Note Purchase Agreement with certain Purchasers. Pursuant to the Supplement, on March 10, 2022, we issued to the Purchasers $100.0 million in aggregate principal amount of 3.95% Series 2022A Senior Notes due July 15, 2025 (the “2022A Unsecured Notes”).

All fees associated with the origination of the 2021A Unsecured Notes and the 2022A Unsecured Notes (together, the "Unsecured Notes") are capitalized on our Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the Unsecured Notes.

The 2021A Tranche A Notes and the 2021A Tranche B Notes bear interest at an annual rate of 3.57% and 3.62%, respectively, payable semi-annually on January 15 and July 15 of each year, which commenced on January 15, 2022. The 2022A Unsecured Notes bear interest at an annual rate of 3.95%, payable semi-annual on January 15 and July 15 of each year, which will commence on July 15, 2022. These interest rates are subject to increase in the ~~normal course~~event that: (i) subject to certain exceptions, the Unsecured Notes or we cease to have an investment grade rating or (ii) the Asset Coverage Ratio (as defined in the Note Purchase Agreement) is less than 1.83 to 1.00.

We are obligated to offer to prepay the Unsecured Notes (i) each time we receive an aggregate amount of ~~business~~net proceeds from the repayment, or sale, of loans or investments that constitute Company Level Assets (as defined in the Note Purchase Agreement) and (ii) each time we receive an aggregate amount of net proceeds, or if we are permitted to ~~meet~~receive an aggregate amount of net proceeds, from the ~~financial needs~~distribution of Wells Residual Equity (as defined in the Note Purchase Agreement), in each case that is at least equal to the lesser of (A) $25.0 million and (B) 10% of the aggregate principal of the Unsecured Notes issued under the Note Purchase Agreement.

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The Note Purchase Agreement also contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our ~~portfolio companies. These instruments may include commitments to extend credit~~status as a business development company under the 1940 Act, and ~~involve, to varying degrees, elements of liquidity and credit risk in excess~~a regulated investment company under Subchapter M of the ~~amount recognized~~Code, minimum stockholders’ equity, and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of ours or certain subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Note Purchase Agreement includes certain additional covenants and terms, including, without limitation, a requirement that we will not permit the Asset Coverage Ratio to be less than the greater of (x) 1.50 to 1.00 and (y) the minimum asset coverage required to be held by us to comply with the 1940 Act.

The Unsecured Notes are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles.

As of March 31, 2022 and December 31, 2021, the outstanding balance on the Unsecured Notes was $275.0 million and $175.0 million, respectively, and we were in compliance with the applicable covenants in the balance sheet. As of September 30, 2019 we had outstanding commitments to third parties to fund investments totaling $15.4 million under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

~~We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding~~Unsecured Notes on such dates.

See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the future. As of September 30, 2019, we had commitment letters to purchase investments in an aggregate par amount of $22.5 million. As of September 30, 2019, we had not entered into any bridge financing commitments which could require funding inUnsecured Notes for the ~~future.~~

three months ended March 31, 2022.

Contractual Obligations

A summary of our significant contractual payment obligations as of ~~September 30, 2019~~March 31, 2022 is as follows:

Contractual Obligations Payments Due by Period

(in millions)

Total

Less than
1 Year

1 - 3 Years

3 - 5 Years

More than
5 Years

BMO Subscription Line(1)

$
118.4

$
118.4

$
—

$
—

$
—

Wells Credit Facility(2)

39.6

—

—

39.6

—

Total Contractual Obligations

$
158.0

$
118.4

$
—

$
39.6

$
—


	Contractual Obligations Payments Due by Period
(in millions)	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Unsecured Notes (1)	$	275.0	$	—	$	—	$	275.0	$	—
Wells Credit Facility (2)	422.1		—		—		422.1		—
Total Contractual Obligations	$	697.1	$	—	$	—	$	697.1	$	—

(1)$175.0 million of the 2021A Unsecured Notes will mature on July 15, 2025 unless earlier repurchased, $100.0 million of the 2022A Unsecured Notes will mature on July 15, 2025 unless earlier repurchased..

(2)Under the terms of the BMO Subscription Line, all outstanding borrowings under that facility ($118.4 million as of September 30, 2019) are due on BMO’s demand within 15 business days or on the date 6 months after each advance. The BMO Subscription Line will terminate when all Capital Commitments have been funded.

~~(2)~~ ~~Under the terms of the $150.0~~$700.0 million Wells Credit Facility, all outstanding borrowings under that facility ($~~39.6~~422.1 million as of ~~September 30, 2019)~~March 31, 2022) must be repaid on or before ~~August 30, 2024.~~July 15, 2025. As of ~~September 30, 2019,~~March 31, 2022, there was approximately ~~$110.4~~$277.9 million of possible capacity remaining under the Wells Credit Facility.

See "Borrowings", for material details on the Wells Credit Facility.

We have entered into the investment advisory and management agreement (the ~~“Investment~~"Investment Management ~~Agreement”~~Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on our performance.

We have also entered into an administration agreement ~~as amended and restated~~ (the ~~“Administration Agreement”~~"Administration Agreement"), with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to unitholders and reports filed with the SEC.

The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.

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Distributions and Dividends

~~There were no~~

Distributions declared for the three months ended March 31, 2022 and March 31, 2021 totaled approximately $20.8 million and $5.5 million, respectively.

Tax characteristics of all distributions paid are reported to unitholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2021 and December 31, 2020, total distributions declared ~~or paid to unitholders for~~were $44.3 million and $16.7 million, respectively, of which the ~~period from May 22, 2019 (inception) to September 30, 2019.~~

distributions were comprised of approximately 98.47% and 100.00%, respectively, of ordinary income, 1.53% and 0.00%, respectively, of long-term capital gains and 0.00% and 0.00%, respectively of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.

We intend to pay quarterly distributions to our unitholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

·•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

·•We have entered into the Expense Limitation and Reimbursement Agreement with the Investment Adviser. The Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses Cap") each year such that we will not be required to pay certain expenses in excess of a maximum aggregate amount defined in the Expense Limitation and Reimbursement Agreement.

•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three months ended ~~September 30, 2019 and the period from May 22, 2019 (inception) to September 30, 2019,~~March 31, 2022, approximately $0.3 million ~~and $0.3 million, respectively,~~ of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of ~~September 30, 2019, $0.3~~March 31, 2022, $0.5 million of indirect administrative expenses were included in payable to affiliates on the Consolidated ~~Statement~~Statements of Assets, Liabilities and ~~Liabilities.~~

Members' Capital.

·•We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name ~~“New Mountain”~~"New Mountain Capital".

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware Limited Liability Company Act.

The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment ~~Adviser’s~~Adviser's allocation procedures. On ~~December 18, 2017,~~October 8, 2019, the SEC issued an exemptive order (the ~~“Exemptive Order”~~"Exemptive Order"), to the Investment Adviser and

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certain of its affiliates, which superseded a prior order issued on ~~June 5,~~December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a ~~“required majority”~~"required majority" (as defined in Section ~~57(o)~~57 (o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the potential

co-investment transaction is consistent with the interests of our unitholders and is consistent with our then-current investment objective and strategies.

We intend to file an application to amend the Exemptive Order. See Item 1.—Financial Statements—Note 5. Agreements and Related Parties in this Quarterly Report on Form 10-Q for more information.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are subject to certain financial market risks, such as interest rate fluctuations. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities that we hold. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. However, in March 2022, the Federal Reserve raised interest rates by 0.25%, the first increase since December 2018. Most recently, the Federal Reserve raised interest rates an additional 0.50% in May 2022, and indicated that it would raise rates at each of the remaining five meetings in 2022. During the three months ended March 31, 2022, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of ~~September 30, 2019, 100.0%~~March 31, 2022, approximately 95.6% of investments at fair value (excluding unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR or SOFR floor (includes investments bearing prime interest rate contracts) and ~~none~~approximately 4.4% of ~~our~~ investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit ~~facilities are~~facility is also subject to floating interest rates and ~~are~~is currently paid based on floating ~~LIBOR~~SOFR rates and prime interest rates.

The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on ~~September 30, 2019.~~March 31, 2022. Interest expense is calculated based on the terms of our outstanding revolving credit ~~facilities.~~facilities and unsecured notes. For our floating rate credit facilities, we use the outstanding balance as of ~~September 30, 2019.~~March 31, 2022. Interest expense on our floating rate credit facilities is calculated using the interest rate as of ~~September 30, 2019,~~March 31, 2022, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of ~~September 30, 2019.~~March 31, 2022. These hypothetical calculations are based on a model of the investments in our portfolio, held as of ~~September 30, 2019,~~March 31, 2022, and are only adjusted for assumed changes in the underlying base interest rates.

Actual results could differ significantly from those estimated in the table.


Change in Interest Rates			Estimated Percentage Change in Interest Income Net of Interest Expense (unaudited)
~~-25~~–25 Basis Points	(0.46)	~~(0.35~~ %	)%
Base Interest Rate	—	— %	%
+100 Basis Points	7.92	~~1.40~~ %	%
+200 Basis Points	19.10	~~2.81~~ %	%
+300 Basis Points	30.27	~~4.21~~ %	%

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Item 4.Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2019~~March 31, 2022 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange ~~Act)~~Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic ~~United States Securities and Exchange Commission~~SEC filings is recorded, processed, summarized and reported within the time periods specified in the ~~United States Securities and Exchange Commission’s~~SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b)Changes in Internal ~~Controls~~Control Over Financial Reporting

~~Management has not identified any change~~

There have been no changes in our internal control over financial reporting that occurred during ~~the~~our most recently completed fiscal quarter ~~ended September 30, 2019~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

The terms ~~“we”~~"we", ~~“us”~~"us", ~~“our”~~"our" and the ~~“Company”~~"Company" refers to New Mountain Guardian III BDC, L.L.C. and its consolidated subsidiaries.

Item 1.Legal Proceedings

We, and our consolidated subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material ~~pending~~ legal proceedings ~~threatened against us~~ as of ~~September 30, 2019.~~March 31, 2022. From time to time, we or our consolidated subsidiary may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our ~~registration statement~~Annual Report on Form ~~10,~~10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled ~~“Fund-Level Borrowings”~~"Fund-Level Borrowings". The risks described in our ~~registration statement~~Annual Report on Form 1010-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. ~~Other than as set forth below, there~~There have been no material changes during the ~~period from May 22, 2019 (inception) to September 30, 2019~~ three months ended March 31, 2022to the risk factors discussed inItem 1A. Risk Factors in our ~~registration statement~~Annual Report on Form ~~10.~~10-K.

~~Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.~~

Concerns have been publicized that some of the member banks surveyed by the British Bankers’ Association, or the ‘‘BBA,’’ in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established, which may have an adverse effect on our results of operations. In addition, if LIBOR ceases to exist, we may need to renegotiate any LIBOR based revolving credit facilities to replace LIBOR with the new standard that is established in its place. If we are unable to do so, amounts drawn under the revolving credit facility may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

~~The following table summarizes~~

None, other than those already disclosed in certain Form 8-Ks filed with the ~~total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended September 30, 2019.~~

Unit Issue Date

Units Issued

Proceeds Received

(in millions)

July 5, 2019

100

$
0.0

August 2, 2019

4,933,964

49.3

September 5, 2019

4,933,964

49.3

9,868,028

$
98.6

~~On September 30, 2019, the Investment Adviser’s 100 Units were canceled and the proceeds of the purchase, $1 thousand, were returned.~~

The primary use of existing funds and any funds raised in the future is and is expected to continue to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our unitholders or for other general corporate purposes.

Each of the above issuances and sales of the common Units were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common Units was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of Units sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common Units purchased by it for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.

SEC.

Item 3.Defaults Upon Senior ~~Securities~~

Securities.

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

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~~None.~~

Item 6.Exhibits

~~(a)~~ ~~Exhibits~~

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the ~~United States~~U.S. Securities and Exchange Commission:

~~Exhibit~~ ~~Number~~	~~Description~~
~~3.1~~ Exhibit Number			Description
3.1			Third Amended and Restated Limited Liability Company Agreement dated as of July ~~15, 2019(2)~~22, 2021(3)
3.2
~~3.2~~		Certificate of ~~Formation~~Formation(2)
4.1
~~4.1~~		Form of Subscription Agreement(1)
10.1
~~10.1~~		~~Investment Advisory~~Form of First Supplement to Master Note Purchase Agreement, dated March 10, 2022, by and ~~Management Agreement~~ between New Mountain Guardian III BDC, L.L.C. and ~~New Mountain Finance Advisers BDC, L.L.C., dated July 15, 2019(2)~~the purchasers party thereto(4)
10.2
~~10.2~~		~~Administration Agreement between New Mountain Guardian III BDC, L.L.C. and New Mountain Finance Administration, L.L.C., dated July 15, 2019(2)~~

~~10.3~~	~~Trademark Agreement between New Mountain Guardian III BDC, L.L.C. and New Mountain Capital, L.L.C., dated June 18, 2019(2)~~

~~10.4~~	~~Custody Agreement between New Mountain Guardian III BDC, L.L.C. and U.S. Bank National Association, dated July 3, 2019(2)~~

~~10.5~~	~~Expense Limitation and Reimbursement Agreement between New Mountain Guardian III BDC, L.L.C. and New Mountain Finance Advisers BDC, L.L.C., dated July 15, 2019(2)~~

~~10.6~~	Form of Second Amendment to Loan Authorization Agreement, dated March 9, 2022, between New Mountain Guardian III BDC, L.L.C. and BMO Harris Bank N.A.~~, dated July 30, 2019(2)~~(4)
10.3
~~10.7~~		Form of ~~Custodian~~Amendment No. 4 to Loan and Security Agreement, ~~between~~dated March 11, 2022, among New Mountain Guardian III ~~BDC,~~SPV, L.L.C. ~~and State Street Bank and Trust Company(2)~~

~~10.8~~	~~Transfer Agency and Registrar Services Agreement by and between New Mountain Guardian III BDC, L.L.C. and American Stock Transfer & Trust Company, LLC, dated August 1, 2019(2)~~

~~10.9~~	~~Loan and Security Agreement between~~, as the borrower, New Mountain Guardian III BDC, L.L.C., as the collateral manager, New Mountain Guardian III ~~SPV,~~BDC, L.L.C., as the ~~borrower, each of the lenders from time to time party thereto~~equityholder and seller, Wells Fargo Bank, National Association, as the administrative agent and ~~collateral custodian, dated August 30, 2019(2)~~the lenders party thereto(4)
10.4			Investment Advisory and Management Agreement, dated as of April 11, 2022, by and between New Mountain Guardian III BDC, L.L.C. and New Mountain Finance Advisers BDC, L.L.C.(5)
31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as ~~amended~~amended*
31.2
~~31.2~~		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as ~~amended~~amended*
32.1
~~32.1~~		Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2
~~32.2~~		Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

(1)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.’s's registration statement on Form 10 (File No. 000-56072) filed on July 15, 2019.

(2)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.~~’s registration statement~~'s report on Form ~~10 Pre-Effective Amendment No. 1 (File No. 000-56072)~~10-Q filed on ~~September~~November 13, 2019.

(3)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s report on Form 8-K filed on July 23, 2021.

(4)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s report on Form 8-K filed on March 15, 2022.

(5)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s report on Form 8-K filed on April 13, 2022.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~November 13, 2019.~~

May 12, 2022.


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

	By:	/s/ ROBERT A. HAMWEE
		Robert A. Hamwee
Chief Executive Officer
(Principal Executive Officer)

	By:	/s/ SHIRAZ Y. KAJEE
		Shiraz Y. Kajee
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

	September 30, 2019
Assets
Non-controlled/non-affiliated investments at fair value (cost of $229,434)	$	229,629
Cash and cash equivalents	84,572
Interest receivable	929
Deferred offering costs	130
Other assets	65
Total assets	$	315,325
Liabilities
Borrowings
BMO Subscription Line	$	118,415
Wells Credit Facility	39,600
Deferred financing costs (net of accumulated amortization of $38)	(1,671		)
Net borrowings	156,344
Payable for unsettled securities purchased	56,465
Accrued organizational and offering expenses	1,049
Payable to affiliates	494
Interest payable	366
Management fee payable	110
Other liabilities	949
Total liabilities	215,777
Commitments and contingencies (See Note 8)
Members’ Capital
Common units, 9,867,928 units issued and outstanding	98,679
Accumulated distributable earnings	869
Total members’ capital	$	99,548
Total liabilities and members’ capital	$	315,325
Outstanding common units	9,867,928
Members’ capital per unit	$	10.09

	Three Months Ended			For the period from May 22, 2019 (inception) to
	September 30, 2019			September 30, 2019
Investment income
Interest income	$	1,323		$	1,323
Other income	1,407			1,407
Total investment income	2,730			2,730
Expenses
Organizational and offering expenses	292			942
Interest and other financing expenses	431			431
Administrative expenses	394			394
Management fee (offset by placement fees of $45 and $45, respectively)	362			362
Professional fees	102			102
Other general and administrative expenses	32			32
Total expenses	1,613			2,263
Less: management fees waived (See Note 5)	(252		)	(252		)
Net expenses	1,361			2,011
Net investment income	1,369			719
Net realized and unrealized gains (losses)
Net change in unrealized appreciation of investments	195			195
Net realized gains (losses) on investments	—			—
Net realized and unrealized gains (losses)	195			195
Net increase in members’ capital resulting from operations	$	1,564		$	914
Earnings per unit (basic & diluted)	$	0.34		$	0.28
Weighted average common units outstanding - basic & diluted (See Note 10)	4,612,278			3,214,618

	For the period from May 22, 2019 (inception) to
	September 30, 2019
Cash flows from operating activities
Net increase in members’ capital resulting from operations	$	914
Adjustments to reconcile net (increase) decrease in members’ capital resulting from operations to net cash (used in) provided by operating activities:
Net change in unrealized appreciation of investments	(195		)
Amortization of purchase discount	(16		)
Amortization of deferred financing costs	38
Amortization of deferred offering costs	25
Non-cash investment income	(61		)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities	(229,459		)
Proceeds from sales and paydowns of investments	57
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities	46
Interest receivable	(929		)
Deferred offering costs	(155		)
Other assets	(65		)
Increase (decrease) in operating liabilities:
Payable for unsettled securities purchased	56,465
Accrued organizational and offering expenses	1,049
Payable to affiliates	426
Interest payable	366
Management fee payable	110
Other liabilities	146
Net cash flows used in operating activities	(171,238		)
Cash flows from financing activities
Net proceeds from issuance of common units	98,680
Placement fees paid	(45		)
Cancellation of common units	(1		)
Proceeds from BMO Subscription Line	118,415
Proceeds from Wells Credit Facility	39,600
Deferred financing costs paid	(839		)
Net cash flows provided by financing activities	255,810
Net increase in cash and cash equivalents	84,572
Cash and cash equivalents at the beginning of the period	—
Cash and cash equivalents at the end of the period	$	84,572
Supplemental disclosure of cash flow information
Cash interest paid	$	24
Non-cash financing activities:
Accrual for offering costs	$	155
Accrual for deferred financing costs	871

Portfolio Company, Location and Industry (1)	Type of Investment	Interest Rate (5)	Acquisition Date	Maturity / Expiration Date	Principal Amount or Par Value		Cost		Fair Value		Percent of Members’ Capital
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services	Second lien (2)	10.09% (L + 8.00%/Q)	9/17/2019	5/21/2027	$	12,000	$	12,000	$	12,000	12.05	%
Total Funded Debt Investments - Canada					$	12,000	$	12,000	$	12,000	12.05	%
Funded Debt Investments - United Arab Emirates
GEMS Menasa (Cayman) Limited**
Education	First lien	7.04% (L + 5.00%/M)	7/30/2019	7/30/2026	$	21,374	$	21,267	$	21,427	21.52	%
Total Funded Debt Investments - United Arab Emirates					$	21,374	$	21,267	$	21,427	21.52	%
Funded Debt Investments - United States
KAMC Holdings, Inc.
Business Services	Second lien (2)(3)	10.18% (L + 8.00%/Q)	8/14/2019	8/13/2027	$	22,500	$	22,333	$	22,331	22.44	%
Bluefin Holding, LLC
Software	Second lien (2)	9.86% (L + 7.75%/Q)	9/6/2019	9/6/2027	22,000		22,000		22,000		22.10	%
MED Parentco, LP
Healthcare Services	Second lien (2)	10.29% (L + 8.25%/M)	8/2/2019	8/30/2027	22,000		21,836		21,890		21.99	%
Bullhorn, Inc.
Software	First lien (2)	7.60% (L + 5.50%/Q)	9/24/2019	10/1/2025	19,431		19,285		19,285		19.37	%
Clarkson Eyecare, LLC
Healthcare Services	First lien (2)(3)	8.37% (L + 6.25%/Q)	8/21/2019	4/2/2021	11,054		10,947		10,944
	First lien (2)	8.39% (L + 6.25%/Q)	9/11/2019	4/2/2021	7,369		7,297		7,296
					18,423		18,244		18,240		18.33	%
Definitive Healthcare Holdings, LLC
Healthcare Information Technology	First lien (3)	8.67% (L + 5.50% + 1.00% PIK/Q)*	8/7/2019	7/16/2026	17,638		17,552		17,550		17.63	%
PaySimple, Inc.
Software	First lien (2)	7.55% (L + 5.50%/M)	8/19/2019	8/23/2025	11,123		11,012		10,956		11.01	%
Recorded Future, Inc.
Software	First lien (3)	8.79% (L + 6.75%/M)	8/26/2019	7/3/2025	10,417		10,365		10,365		10.41	%
OEConnection LLC
Business Services	Second lien (2)	10.27% (L + 8.25%/M)	9/25/2019	9/25/2027	7,677		7,600		7,600		7.63	%
Integral Ad Science, Inc.
Software	First lien (3)	9.30% (L + 6.00% + 1.25% PIK/M)*	8/27/2019	7/19/2024	7,532		7,457		7,532		7.57	%
AG Parent Holdings, LLC
Healthcare Services	First lien (2)	7.26% (L + 5.00%/Q)	7/30/2019	7/31/2026	7,500		7,463		7,477		7.51	%
CFS Management, LLC
Healthcare Services	First lien (2)(3)	7.95% (L + 5.75%/S)	8/6/2019	7/1/2024	7,508		7,471		7,470		7.50	%
Sphera Solutions, Inc.
Software	First lien (2)	9.13% (L + 7.00%/Q)	9/10/2019	6/14/2022	7,485		7,412		7,410		7.44	%
Frontline Technologies Group Holdings, LLC
Education	First lien (2)(3)	8.60% (L + 6.50%/Q)	8/15/2019	9/18/2023	4,638		4,638		4,638		4.66	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)	5.57% (L + 3.50%/Q)	9/27/2019	8/28/2024	4,698		3,935		3,923		3.94	%
JAMF Holdings, Inc.
Software	First lien (2)(3)	9.18% (L + 7.00%/Q)	8/27/2019	11/11/2022	3,253		3,229		3,253		3.27	%
iCIMS, Inc.

	Cost		Fair Value
First lien	$	143,665	$	143,808
Second lien	85,769		85,821
Total investments	$	229,434	$	229,629

	Total		Level I		Level II		Level III
First lien	$	143,808	$	—	$	32,827	$	110,981
Second lien	85,821		—		21,890		63,931
Total investments	$	229,629	$	—	$	54,717	$	174,912

	Total			First Lien			Second Lien
Fair value, May 22, 2019 and June 30, 2019	$	—		$	—		$	—
Total gains or losses included in earnings:
Net change in unrealized depreciation	(9		)	(9		)	—
Purchases, including capitalized PIK and revolver fundings	174,966			111,035			63,931
Proceeds from sales and paydowns of investments	(45		)	(45		)	—
Fair Value, September 30, 2019	$	174,912		$	110,981		$	63,931
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(9	)	$	(9	)	$	—

					Range
Type	Fair Value as of September 30, 2019		Approach	Unobservable Input	Low		High		Weighted Average
First lien	$	66,108	Market & income approach	EBITDA multiple	11.0	x	35.0	x	21.7	x
				Revenue multiple	3.5	x	11.0	x	7.8	x
				Discount rate	7.6	%	9.5	%	8.5	%
	10,901		Market quote	Broker quote	N/A		N/A		N/A
	33,972		Other	N/A(1)	N/A		N/A		N/A
Second lien	22,331		Market & income approach	EBITDA multiple	12.0	x	14.0	x	13.0	x
				Discount rate	10.0	%	10.0	%	10.0	%
	41,600		Other	N/A(1)	N/A		N/A		N/A
	$	174,912

					Range
(in thousands) Type	Fair value as of September 30, 2019		Approach	Unobservable Input	Low		High		Weighted Average
First lien	$	66,108	Market & income approach	EBITDA multiple	11.0	x	35.0	x	21.7	x
				Revenue multiple	3.5	x	11.0	x	7.8	x
				Discount rate	7.6	%	9.5	%	8.5	%
	10,901		Market quote	Broker quote	N/A		N/A		N/A
	33,972		Other	N/A(1)	N/A		N/A		N/A
Second lien	22,331		Market & income approach	EBITDA multiple	12.0	x	14.0	x	13.0	x
				Discount rate	10.0	%	10.0	%	10.0	%
	41,600		Other	N/A(1)	N/A		N/A		N/A
	$	174,912

(in millions)	As of September 30, 2019
Investment Rating	Cost		Percent		Fair Value		Percent
Investment Rating 1	$	5.5	2.4	%	$	5.5	2.4	%
Investment Rating 2	223.9		97.6	%	224.1		97.6	%
Investment Rating 3	—		—	%	—		—	%
Investment Rating 4	—		—	%	—		—	%
	$	229.4	100.0	%	$	229.6	100.0	%

Unit Issue Date	Units Issued	Proceeds Received
		(in millions)
July 5, 2019	100	$	0.0
August 2, 2019	4,933,964	49.3
September 5, 2019	4,933,964	49.3
	9,868,028	$	98.6