0001781870us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-06-30
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ýQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31,June 30, 2023
oTransition 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, 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.
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 classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A

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") 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 ý    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 ý    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 accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ý
Smaller reporting company ☐
Emerging growth company ☒
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 ý

The number of the registrant's limited liability company units outstanding as of May 12,August 11, 2023 was 114,906,527. As of March 31,June 30, 2023, there was no established public market for the registrant's limited liability company common units.
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FORM 10-Q FOR THE QUARTER ENDED MARCH 31,JUNE 30, 2023
TABLE OF CONTENTS
  PAGE

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PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Assets, Liabilities and Members' Capital
(in thousands, except units and per unit data)
(unaudited)
March 31, 2023December 31, 2022 June 30, 2023December 31, 2022
AssetsAssets  Assets  
Non-controlled/non-affiliated investments at fair value (cost of $2,105,275 and $2,107,206 respectively)$2,055,152 $2,053,939 
Non-controlled/non-affiliated investments at fair value (cost of $2,122,329 and $2,107,206 respectively)Non-controlled/non-affiliated investments at fair value (cost of $2,122,329 and $2,107,206 respectively)$2,077,302 $2,053,939 
Cash and cash equivalentsCash and cash equivalents30,127 28,266 Cash and cash equivalents31,082 28,266 
Interest and dividend receivableInterest and dividend receivable11,923 12,684 Interest and dividend receivable12,258 12,684 
Other assetsOther assets354 312 Other assets362 312 
Total assetsTotal assets$2,097,556 $2,095,201 Total assets$2,121,004 $2,095,201 
LiabilitiesLiabilities  Liabilities  
BorrowingsBorrowingsBorrowings
Wells Credit FacilityWells Credit Facility$682,600 $685,600 Wells Credit Facility$697,600 $685,600 
Unsecured NotesUnsecured Notes275,000 275,000 Unsecured Notes275,000 275,000 
Deferred financing costs (net of accumulated amortization of $4,133 and $3,577 respectively)(4,686)(5,241)
Deferred financing costs (net of accumulated amortization of $4,694 and $3,577 respectively)Deferred financing costs (net of accumulated amortization of $4,694 and $3,577 respectively)(4,125)(5,241)
Net borrowingsNet borrowings952,914 955,359 Net borrowings968,475 955,359 
Distribution payableDistribution payable32,748 28,956 Distribution payable34,472 28,956 
Interest payableInterest payable6,264 8,472 Interest payable9,072 8,472 
Incentive fee payableIncentive fee payable5,817 5,501 Incentive fee payable5,773 5,501 
Management fee payableManagement fee payable3,299 3,301 Management fee payable3,299 3,301 
Payable to affiliatePayable to affiliate512 313 Payable to affiliate519 313 
Deferred tax liabilityDeferred tax liability386 333 Deferred tax liability480 333 
Other liabilitiesOther liabilities1,374 1,541 Other liabilities1,529 1,541 
Total liabilitiesTotal liabilities1,003,314 1,003,776 Total liabilities1,023,619 1,003,776 
Commitments and contingencies (See Note 8)Commitments and contingencies (See Note 8)  Commitments and contingencies (See Note 8)  
Members' CapitalMembers' Capital  Members' Capital  
Common units, 114,906,527 and 114,906,527 units issued and outstanding, respectivelyCommon units, 114,906,527 and 114,906,527 units issued and outstanding, respectively1,145,376 1,145,376 Common units, 114,906,527 and 114,906,527 units issued and outstanding, respectively1,145,376 1,145,376 
Accumulated overdistributed earningsAccumulated overdistributed earnings(51,134)(53,951)Accumulated overdistributed earnings(47,991)(53,951)
Total members' capitalTotal members' capital$1,094,242 $1,091,425 Total members' capital$1,097,385 $1,091,425 
Total liabilities and members' capitalTotal liabilities and members' capital$2,097,556 $2,095,201 Total liabilities and members' capital$2,121,004 $2,095,201 
Members' capital per unitMembers' capital per unit$9.52 $9.50 Members' capital per unit$9.55 $9.50 
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Operations
(in thousands, except units and per unit data)
(unaudited)
Three Months Ended Three Months EndedSix Months Ended
March 31, 2023March 31, 2022 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Investment incomeInvestment income Investment income   
Interest income (excluding Payment-in-kind ("PIK") interest income)Interest income (excluding Payment-in-kind ("PIK") interest income)$52,837 $28,421 Interest income (excluding Payment-in-kind ("PIK") interest income)$55,412 $32,594 $108,249 $61,015 
PIK interest incomePIK interest income2,631 1,583 PIK interest income2,760 1,771 5,391 3,354 
Dividend incomeDividend income2,336 1,814 Dividend income2,388 1,872 4,724 3,686 
Fee incomeFee income651 2,348 Fee income728 3,251 1,379 5,599 
Total investment incomeTotal investment income58,455 34,166 Total investment income61,288 39,488 119,743 73,654 
ExpensesExpenses Expenses   
Interest and other financing expensesInterest and other financing expenses14,946 6,302 Interest and other financing expenses16,041 7,153 30,987 13,455 
Incentive feeIncentive fee5,817 3,535 Incentive fee5,773 4,215 11,590 7,750 
Management feeManagement fee3,299 3,303 Management fee3,299 3,302 6,598 6,605 
Administrative expensesAdministrative expenses685 711 Administrative expenses695 640 1,380 1,351 
Professional feesProfessional fees558 383 Professional fees494 398 1,052 781 
Other general and administrative expensesOther general and administrative expenses166 40 Other general and administrative expenses67 61 233 101 
Total expensesTotal expenses25,471 14,274 Total expenses26,369 15,769 51,840 30,043 
Less: management fees waived (See Note 5)Less: management fees waived (See Note 5)— (265)Less: management fees waived (See Note 5)— — — (265)
Net expensesNet expenses25,471 14,009 Net expenses26,369 15,769 51,840 29,778 
Net investment income before income taxesNet investment income before income taxes32,984 20,157 Net investment income before income taxes34,919 23,719 67,903 43,876 
Income tax expense16 123 
Income tax expense (benefit)Income tax expense (benefit)2,199 (172)2,215 (49)
Net investment incomeNet investment income32,968 20,034 Net investment income32,720 23,891 65,688 43,925 
Net realized losses on investmentsNet realized losses on investments(495)— Net realized losses on investments(106)— (601)— 
Net change in unrealized appreciation (depreciation) of investmentsNet change in unrealized appreciation (depreciation) of investments3,144 (772)Net change in unrealized appreciation (depreciation) of investments5,096 (15,756)8,240 (16,528)
Provision for taxesProvision for taxes(52)— Provision for taxes(95)(156)(147)(156)
Net realized and unrealized gains (losses)Net realized and unrealized gains (losses)2,597 (772)Net realized and unrealized gains (losses)4,895 (15,912)7,492 (16,684)
Net increase in members' capital resulting from operationsNet increase in members' capital resulting from operations$35,565 $19,262 Net increase in members' capital resulting from operations$37,615 $7,979 $73,180 $27,241 
Earnings per unit (basic & diluted)Earnings per unit (basic & diluted)$0.31 $0.20 Earnings per unit (basic & diluted)$0.33 $0.07 $0.64 $0.26 
Weighted average common units outstanding - basic & diluted (See Note 10)Weighted average common units outstanding - basic & diluted (See Note 10)114,906,527 93,968,005 Weighted average common units outstanding - basic & diluted (See Note 10)114,906,527 114,906,527 114,906,527 104,495,107 

The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Changes in Members' Capital
(in thousands, except units)
(unaudited)
Three Months Ended Three Months EndedSix Months Ended
March 31, 2023March 31, 2022 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Increase in members' capital resulting from operations:Increase in members' capital resulting from operations: Increase in members' capital resulting from operations:  
Net investment incomeNet investment income$32,968 $20,034 Net investment income$32,720 $23,891 $65,688 $43,925 
Net realized losses on investmentsNet realized losses on investments(495)— Net realized losses on investments(106)— (601)— 
Net change in unrealized appreciation (depreciation) of investmentsNet change in unrealized appreciation (depreciation) of investments3,144 (772)Net change in unrealized appreciation (depreciation) of investments5,096 (15,756)8,240 (16,528)
Provision for taxesProvision for taxes(52)— Provision for taxes(95)(156)(147)(156)
Net increase in members' capital resulting from operationsNet increase in members' capital resulting from operations35,565 19,262 Net increase in members' capital resulting from operations37,615 7,979 73,180 27,241 
Capital transactionsCapital transactions Capital transactions   
ContributionsContributions— 229,812 Contributions— — — 229,812 
Placement feesPlacement fees— (265)Placement fees— — — (265)
Distributions declared to unitholders from net investment incomeDistributions declared to unitholders from net investment income(32,748)(20,798)Distributions declared to unitholders from net investment income(34,472)(24,935)(67,220)(45,733)
Total net (decrease) increase in members' capital resulting from capital transactionsTotal net (decrease) increase in members' capital resulting from capital transactions(32,748)208,749 Total net (decrease) increase in members' capital resulting from capital transactions(34,472)(24,935)(67,220)183,814 
Net increase in members' capital2,817 228,011 
Net increase (decrease) in members' capitalNet increase (decrease) in members' capital3,143 (16,956)5,960 211,055 
Members' capital at the beginning of the periodMembers' capital at the beginning of the period1,091,425 914,279 Members' capital at the beginning of the period1,094,242 1,142,290 1,091,425 914,279 
Members' capital at the end of the periodMembers' capital at the end of the period$1,094,242 $1,142,290 Members' capital at the end of the period$1,097,385 $1,125,334 $1,097,385 $1,125,334 
Capital unit activityCapital unit activityCapital unit activity
Units issuedUnits issued— 22,981,305 Units issued— — — 22,981,305 

The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended Six Months Ended
March 31, 2023March 31, 2022 June 30, 2023June 30, 2022
Cash flows from operating activitiesCash flows from operating activities  Cash flows from operating activities  
Net increase in members' capital resulting from operationsNet increase in members' capital resulting from operations$35,565 $19,262 Net increase in members' capital resulting from operations$73,180 $27,241 
Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:
Net realized losses on investmentsNet realized losses on investments495 — Net realized losses on investments601 — 
Net change in unrealized (appreciation) depreciation of investmentsNet change in unrealized (appreciation) depreciation of investments(3,144)772 Net change in unrealized (appreciation) depreciation of investments(8,240)16,528 
Amortization of purchase discountAmortization of purchase discount(805)(594)Amortization of purchase discount(1,629)(1,609)
Amortization of deferred financing costsAmortization of deferred financing costs556 451 Amortization of deferred financing costs1,117 972 
Non-cash investment incomeNon-cash investment income(5,286)(2,238)Non-cash investment income(10,290)(5,867)
(Increase) decrease in operating assets:(Increase) decrease in operating assets:  (Increase) decrease in operating assets:  
Purchase of investments and delayed draw facilitiesPurchase of investments and delayed draw facilities(25,337)(128,041)Purchase of investments and delayed draw facilities(40,612)(379,347)
Proceeds from sales and paydowns of investmentsProceeds from sales and paydowns of investments34,957 6,791 Proceeds from sales and paydowns of investments39,466 44,585 
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilitiesCash received for purchase of undrawn portion of revolving credit or delayed draw facilities35 181 Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities35 263 
Cash paid for purchase of drawn portion of revolving credit facilitiesCash paid for purchase of drawn portion of revolving credit facilities— (78)Cash paid for purchase of drawn portion of revolving credit facilities— (141)
Cash paid on drawn revolversCash paid on drawn revolvers(11,326)(9,825)Cash paid on drawn revolvers(25,368)(19,373)
Cash repayments on drawn revolversCash repayments on drawn revolvers9,198 9,579 Cash repayments on drawn revolvers22,675 17,468 
Interest and dividend receivableInterest and dividend receivable761 (3,177)Interest and dividend receivable426 (562)
Other assetsOther assets(42)277 Other assets(50)255 
Increase (decrease) in operating liabilities:Increase (decrease) in operating liabilities:  Increase (decrease) in operating liabilities:  
Payable for unsettled securities purchasedPayable for unsettled securities purchased— (70,824)Payable for unsettled securities purchased— (77,078)
Interest payableInterest payable(2,208)(71)Interest payable600 2,914 
Incentive fee payableIncentive fee payable316 3,535 Incentive fee payable272 888 
Management fee payableManagement fee payable(2)3,037 Management fee payable(2)932 
Deferred tax liabilityDeferred tax liability53 — Deferred tax liability147 156 
Payable to affiliatesPayable to affiliates199 282 Payable to affiliates206 61 
Other liabilitiesOther liabilities(168)458 Other liabilities(13)(34)
Net cash flows provided by (used in) operating activitiesNet cash flows provided by (used in) operating activities33,817 (170,223)Net cash flows provided by (used in) operating activities52,521 (371,748)
Cash flows from financing activitiesCash flows from financing activities  Cash flows from financing activities  
DistributionsDistributions(28,956)(19,477)Distributions(61,705)(40,275)
Net proceeds from issuance of common unitsNet proceeds from issuance of common units— 229,812 Net proceeds from issuance of common units— 229,812 
Proceeds from BMO Subscription LineProceeds from BMO Subscription Line— 63,000 Proceeds from BMO Subscription Line— 63,000 
Repayment of BMO Subscription LineRepayment of BMO Subscription Line— (155,000)Repayment of BMO Subscription Line— (155,000)
Proceeds from Wells Credit FacilityProceeds from Wells Credit Facility49,000 118,000 Proceeds from Wells Credit Facility105,500 353,000 
Repayment of Wells Credit FacilityRepayment of Wells Credit Facility(52,000)(169,000)Repayment of Wells Credit Facility(93,500)(179,000)
Proceeds from Unsecured NotesProceeds from Unsecured Notes— 100,000 Proceeds from Unsecured Notes— 100,000 
Placement fees paidPlacement fees paid— (265)Placement fees paid— (265)
Deferred financing costs paidDeferred financing costs paid— (1,198)Deferred financing costs paid— (1,307)
Net cash flows (used in) provided by financing activitiesNet cash flows (used in) provided by financing activities(31,956)165,872 Net cash flows (used in) provided by financing activities(49,705)369,965 
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents1,861 (4,351)Net increase (decrease) in cash and cash equivalents2,816 (1,783)
Cash and cash equivalents at the beginning of the periodCash and cash equivalents at the beginning of the period28,266 24,121 Cash and cash equivalents at the beginning of the period28,266 24,121 
Cash and cash equivalents at the end of the periodCash and cash equivalents at the end of the period$30,127 $19,770 Cash and cash equivalents at the end of the period$31,082 $22,338 
Supplemental disclosure of cash flow informationSupplemental disclosure of cash flow information  Supplemental disclosure of cash flow information  
Cash interest paidCash interest paid$16,459 $5,867 Cash interest paid$28,984 $9,278 
Income taxes paidIncome taxes paid2,173 92 
Non-cash financing activities:Non-cash financing activities:  Non-cash financing activities:  
Distributions declared and payableDistributions declared and payable$32,748 $20,798 Distributions declared and payable$34,472 $24,935 
Accrual for deferred financing costsAccrual for deferred financing costs211 Accrual for deferred financing costs204 
Accrual for placement fees— 265 
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.

Consolidated Schedule of Investments
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Non-Controlled/Non-Affiliated InvestmentsNon-Controlled/Non-Affiliated InvestmentsNon-Controlled/Non-Affiliated Investments
Funded Debt Investments - United StatesFunded Debt Investments - United StatesFunded Debt Investments - United States
Recorded Future, Inc.Recorded Future, Inc.Recorded Future, Inc.
SoftwareSoftwareFirst lien (2)(4)L(Q)+5.25%10.41%12/202107/2025$41,969 $41,828 $41,755 SoftwareFirst lien (2)(4)SOFR(S)+5.25%10.69%12/202107/2025$41,863 $41,736 $41,444 
First lien (4)L(Q)+5.25%10.40%08/201907/202513,346 13,295 13,278 First lien (4)SOFR(S)+5.25%10.69%08/201907/202513,312 13,266 13,179 
55,315 55,123 55,033 5.03 %55,175 55,002 54,623 4.98 %
GS Acquisitionco, Inc.GS Acquisitionco, Inc.GS Acquisitionco, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(Q)+5.75%10.80%02/202005/202644,053 43,917 43,661 SoftwareFirst lien (2)(4)SOFR(Q)+5.75%11.14%02/202005/202643,940 43,813 43,940 
First lien (4)SOFR(Q)+5.75%10.80%02/202005/20269,215 9,208 9,133 First lien (4)SOFR(Q)+5.75%11.14%02/202005/20269,191 9,185 9,191 
53,268 53,125 52,794 4.82 %First lien (4)(5) - DrawnSOFR(Q)+5.75%11.14%02/202005/2026787 790 787 
53,918 53,788 53,918 4.92 %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
SoftwareSoftwareFirst lien (4)SOFR(M)+5.50%10.26%05/202205/202949,624 49,175 49,127 4.49 %SoftwareFirst lien (4)SOFR(M)+5.25%10.33%05/202205/202949,499 49,065 49,499 4.51 %
OA Buyer, Inc.
HealthcareFirst lien (2)(4)SOFR(M)+5.75%10.56%12/202112/202846,215 45,820 45,919 
First lien (2)(4)SOFR(M)+5.75%10.56%05/202212/20282,925 2,899 2,907 
49,140 48,719 48,826 4.46 %
Al Altius US Bidco, Inc.
Business ServicesFirst lien (2)(4)L(S)+5.50%10.65%12/202112/202838,500 38,171 38,323 
First lien (4)L(S)+5.50%10.48%12/202112/20289,300 9,219 9,256 
47,800 47,390 47,579 4.35 %
Paw Midco, Inc.Paw Midco, Inc.Paw Midco, Inc.
AAH Topco, LLCAAH Topco, LLCAAH Topco, LLC
Consumer ServicesConsumer ServicesFirst lien (2)(4)L(M)+5.50%10.34%12/202112/202720,133 19,967 20,062 Consumer ServicesFirst lien (2)(4)SOFR(M)+5.50%10.70%12/202112/202720,082 19,924 20,062 
First lien (4)(5) - DrawnL(M)+5.50%10.25%12/202112/202715,002 14,882 14,950 First lien (4)(5) - DrawnSOFR(M)+5.50%10.70%12/202112/202718,363 18,223 18,343 
Subordinated (4)Fixed(Q)*+11.50%/PIK11.50%12/202112/203111,032 10,904 10,606 Subordinated (4)Fixed(Q)*+11.50%/PIK11.50%12/202112/203111,353 11,228 10,616 
46,167 45,753 45,618 4.17 %49,798 49,375 49,021 4.47 %
OA Buyer, Inc.OA Buyer, Inc.
HealthcareHealthcareFirst lien (2)(4)SOFR(M)+5.75%10.85%12/202112/202846,099 45,718 46,099 
First lien (2)(4)SOFR(M)+5.75%10.85%05/202212/20282,918 2,893 2,918 
49,017 48,611 49,017 4.47 %
WEG Sub Intermediate Holdings, LLCWEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLCWealth Enhancement Group, LLCWealth Enhancement Group, LLC
Financial ServicesFinancial ServicesFirst lien (4)SOFR(S)+6.25%11.12%08/202110/202739,574 39,471 39,574 Financial ServicesFirst lien (4)SOFR(S)+6.25%11.24%08/202110/202739,475 39,376 39,475 
First lien (4)SOFR(Q)+6.25%11.26%01/202210/20273,083 3,057 3,083 Subordinated (4)Fixed(Q)*+15.00%/PIK15.00%05/202305/20333,333 3,284 3,271 
First lien (4)SOFR(S)+6.25%11.06%01/202210/20272,067 2,050 2,067 First lien (4)SOFR(Q)+6.25%11.63%01/202210/20273,075 3,051 3,075 
44,724 44,578 44,724 4.09 %First lien (4)SOFR(S)+6.25%11.14%01/202210/20272,062 2,046 2,062 
Notorious Topco, LLC
Consumer ProductsFirst lien (2)(4)SOFR(Q)+6.75%11.58%11/202111/202741,159 40,907 39,312 
First lien (4)(5) - DrawnSOFR(Q)+6.75%11.58%11/202111/20273,586 3,551 3,426 47,945 47,757 47,883 4.37 %
Al Altius US Bidco, Inc.Al Altius US Bidco, Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(S)+5.18%10.47%12/202112/202838,500 38,182 38,500 
First lien (4)(5) - DrawnSOFR(Q)+6.75%11.58%11/202105/2027724 724 690 First lien (4)SOFR(S)+5.18%10.47%12/202112/20289,300 9,222 9,300 
45,469 45,182 43,428 3.97 %47,800 47,404 47,800 4.36 %
KWOR Acquisition, Inc.KWOR Acquisition, Inc.KWOR Acquisition, Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)L(M)+5.25%10.09%12/202112/202840,394 40,135 40,220 Business ServicesFirst lien (2)(4)SOFR(M)+5.25%10.45%12/202112/202840,292 40,043 40,292 
First lien (4)(5) - DrawnP(Q)+4.25%12.25%12/202112/20272,558 2,547 2,547 First lien (4)(5) - DrawnP(Q)+4.25%12.50%12/202112/20273,109 3,096 3,109 
42,952 42,682 42,767 3.91 %43,401 43,139 43,401 3.95 %
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
CCBlue Bidco, Inc.CCBlue Bidco, Inc.CCBlue Bidco, Inc.
HealthcareHealthcareFirst lien (2)(4)L(Q)*+3.50% +2.75%/PIK11.41%12/202112/2028$41,304 $40,966 $40,090 HealthcareFirst lien (2)(4)SOFR(Q)*+3.50%+2.75%/PIK11.60%12/202112/2028$41,490 $41,165 $40,287 
First lien (4)(5) - DrawnL(Q)*+3.50%+2.75%/PIK11.41%12/202112/20282,147 2,129 2,084 First lien (4)(5) - DrawnSOFR(Q)*+3.50% +2.75%/PIK11.60%12/202112/20282,157 2,140 2,094 
43,451 43,095 42,174 3.85 %43,647 43,305 42,381 3.86 %
Notorious Topco, LLCNotorious Topco, LLC
Consumer ProductsConsumer ProductsFirst lien (2)(4)SOFR(Q)+6.75%11.95%11/202111/202741,055 40,814 38,202 
First lien (4)(5) - DrawnSOFR(Q)+6.75%11.95%11/202111/20273,578 3,542 3,328 
First lien (4)(5) - DrawnSOFR(Q)+6.75%11.95%11/202105/2027241 247 224 
44,874 44,603 41,754 3.80 %
Anaplan, Inc.Anaplan, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(M)+6.50%11.60%06/202206/202940,440 40,080 40,440 3.69 %
Diamondback Acquisition, Inc.Diamondback Acquisition, Inc.Diamondback Acquisition, Inc.
SoftwareFirst lien (2)(4)L(M)+5.50%10.34%09/202109/202842,520 42,171 41,397 3.78 %
Anaplan, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(M)+6.50%11.31%06/202206/202940,440 40,069 40,036 3.65 %SoftwareFirst lien (2)(4)SOFR(M)+5.50%10.70%09/202109/202842,412 42,076 38,934 3.55 %
IG Investments Holdings, LLCIG Investments Holdings, LLCIG Investments Holdings, LLC
Business ServicesBusiness ServicesFirst lien (2)(4)L(Q)+6.00%10.86%09/202109/202839,241 38,916 38,844 3.55 %Business ServicesFirst lien (2)(4)SOFR(Q)+6.00%11.17%09/202109/202839,141 38,829 38,750 3.53 %
Galway Borrower LLCGalway Borrower LLCGalway Borrower LLC
Business ServicesBusiness ServicesFirst lien (2)(4)L(Q)+5.25%10.41%09/202109/202832,374 32,107 32,143 Business ServicesFirst lien (2)(4)SOFR(Q)+5.25%10.59%09/202109/202832,292 32,035 32,292 
First lien (4)L(Q)+5.25%10.41%09/202109/20284,342 4,294 4,311 
First lien (4)(5) - DrawnL(Q)+5.25%10.41%09/202109/2027503 504 500 First lien (4)SOFR(Q)+5.25%10.59%09/202109/20284,331 4,284 4,331 
37,219 36,905 36,954 3.38 %36,623 36,319 36,623 3.34 %
Auctane Inc. (fka Stamps.com Inc.)Auctane Inc. (fka Stamps.com Inc.)Auctane Inc. (fka Stamps.com Inc.)
SoftwareSoftwareFirst lien (2)(4)L(M)+5.75%10.59%10/202110/202819,726 19,563 19,616 SoftwareFirst lien (2)(4)L(M)+5.75%10.94%10/202110/202819,676 19,519 19,676 
First lien (2)(4)L(M)+5.75%10.59%12/202110/202814,294 14,174 14,214 First lien (2)(4)L(M)+5.75%10.94%12/202110/202814,258 14,142 14,258 
34,020 33,737 33,830 3.09 %33,934 33,661 33,934 3.09 %
DECA Dental Holdings LLCDECA Dental Holdings LLCDECA Dental Holdings LLC
HealthcareHealthcareFirst lien (2)(4)L(Q)+5.75%10.91%08/202108/202828,594 28,360 27,041 HealthcareFirst lien (2)(4)SOFR(Q)+5.75%11.09%08/202108/202828,521 28,296 27,366 
First lien (4)(5) - DrawnL(Q)+5.75%10.91%08/202108/20283,010 2,986 2,846 First lien (4)(5) - DrawnSOFR(Q)+5.75%11.09%08/202108/20283,002 2,979 2,881 
First lien (4)(5) - DrawnL(Q)+5.75%10.91%08/202108/20272,139 2,123 2,023 First lien (4)(5) - DrawnSOFR(Q)+5.75%11.09%08/202108/20272,139 2,124 2,052 
33,743 33,469 31,910 2.92 %33,662 33,399 32,299 2.94 %
Associations, Inc.
Business ServicesFirst lien (2)(4)SOFR(Q)*+4.00% +2.50%/PIK11.36%07/202107/202718,007 17,946 18,007 
iCIMS, Inc.iCIMS, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(Q)*+3.38%+3.88%/PIK12.38%08/202208/202827,018 26,816 27,018 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.50%07/202107/20274,433 4,417 4,433 First lien (4)SOFR(Q)+7.25%12.38%10/202208/20284,508 4,472 4,508 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.59%07/202107/20274,432 4,416 4,432 First lien (4)(5) - DrawnSOFR(Q)+6.75%11.99%08/202208/2028421 421 414 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.48%07/202107/20272,677 2,668 2,677 31,947 31,709 31,940 2.91 %
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.45%07/202107/20272,130 2,122 2,130 
31,679 31,569 31,679 2.90 %
The accompanying notes are an integral part of these consolidated financial statements.
8

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Sun Acquirer Corp.
Consumer ServicesFirst lien (2)(4)L(M)+5.75%10.59%12/202109/2028$24,688 $24,476 $24,418 
Associations, Inc.Associations, Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(Q)*+4.00% +2.50%/PIK11.68%07/202107/2027$18,120 $18,062 $18,120 
First lien (2)(4)L(M)+5.75%10.59%09/202109/20283,975 3,946 3,931 First lien (4)SOFR(Q)*+4.00%+2.50%/PIK11.89%07/202107/20274,461 4,445 4,461 
First lien (4)(5) - DrawnL(M)+5.75%10.59%09/202109/20282,809 2,778 2,778 First lien (4)SOFR(Q)*+4.00%+2.50%/PIK11.99%07/202107/20274,461 4,445 4,461 
First lien (4)(5) - DrawnP(Q)+4.75%12.75%09/202109/202778 79 77 First lien (4)SOFR(Q)*+4.00%+2.50%/PIK11.80%07/202107/20272,694 2,685 2,694 
31,550 31,279 31,204 2.85 %First lien (4)SOFR(Q)*+4.00%+2.50%/PIK11.72%07/202107/20272,143 2,136 2,143 
iCIMS, Inc.
SoftwareFirst lien (2)(4)SOFR(Q)*+3.38% +3.88%/PIK12.05%08/202208/202826,759 26,548 26,615 
First lien (4)SOFR(Q)+7.25%12.05%10/202208/20284,508 4,471 4,508 
31,267 31,019 31,123 2.84 %31,879 31,773 31,879 2.90 %
Ocala Bidco, Inc.Ocala Bidco, Inc.Ocala Bidco, Inc.
HealthcareHealthcareFirst lien (2)(4)L(Q)*+3.50% +2.75%/PIK11.21%12/202111/202830,857 30,537 30,625 2.80 %HealthcareFirst lien (2)(4)L(Q)*+3.50%+2.75%/PIK11.66%12/202111/202831,067 30,758 31,067 2.83 %
FS WhiteWater Borrower, LLC
Sun Acquirer Corp.Sun Acquirer Corp.
Consumer ServicesConsumer ServicesFirst lien (2)(4)SOFR(Q)+5.75%10.80%12/202112/202717,655 17,509 17,247 Consumer ServicesFirst lien (2)(4)SOFR(M)+5.75%10.97%12/202109/202824,625 24,422 23,985 
First lien (4)SOFR(Q)+5.75%10.73%12/202112/20275,926 5,878 5,789 
First lien (4)SOFR(Q)+5.75%10.80%12/202112/20275,889 5,840 5,753 
First lien (4)(5) - DrawnSOFR(Q)+5.75%10.72%12/202112/20271,609 1,598 1,572 
31,079 30,825 30,361 2.77 %
CFS Management, LLC
HealthcareFirst lien (2)(4)SOFR(Q)*+6.25% +0.75%/PIK12.16%08/201907/202423,864 23,804 22,604 
First lien (4)SOFR(Q)*+6.25% +0.75%/PIK12.16%09/202107/20245,608 5,592 5,312 First lien (2)(4)SOFR(M)+5.75%10.97%09/202109/20283,965 3,937 3,862 
First lien (4)SOFR(Q)*+6.25% +0.75%/PIK12.16%08/201907/20242,131 2,128 2,019 First lien (4)(5) - DrawnSOFR(M)+5.75%10.97%09/202109/20282,802 2,772 2,729 
First lien (4)(5) - DrawnSOFR(Q)*+6.25% +0.75%/PIK12.16%02/202207/2024366 367 346 First lien (4)(5) - DrawnP(Q)+4.75%13.00%09/202109/202734 35 33 
31,969 31,891 30,281 2.77 %31,426 31,166 30,609 2.79 %
IG IntermediateCo LLCIG IntermediateCo LLCIG IntermediateCo LLC
Infogain CorporationInfogain CorporationInfogain Corporation
Business ServicesBusiness ServicesSubordinated (4)SOFR(Q)+8.25%13.25%07/202207/202920,105 19,871 19,403 Business ServicesSubordinated (4)SOFR(Q)+8.25%13.59%07/202207/202920,105 19,877 19,853 
First lien (2)(4)SOFR(M)+5.75%10.66%07/202107/20289,129 9,073 9,058 First lien (2)(4)SOFR(M)+5.75%10.95%07/202107/20289,105 9,052 9,105 
First lien (2)(4)SOFR(M)+5.75%10.59%07/202207/20281,576 1,561 1,564 First lien (2)(4)SOFR(M)+5.75%10.94%07/202207/20281,572 1,558 1,572 
30,810 30,505 30,025 2.74 %30,782 30,487 30,530 2.78 %
Fortis Solutions Group, LLC
PackagingFirst lien (2)(4)L(M)+5.50%10.34%10/202110/202820,819 20,646 20,359 
CFS Management, LLCCFS Management, LLC
HealthcareHealthcareFirst lien (2)(4)SOFR(Q)*+6.25% +0.75%/PIK12.50%08/201907/202423,848 23,800 22,488 
First lien (4)L(M)+5.50%10.34%10/202110/20288,382 8,322 8,197 First lien (4)SOFR(Q)*+6.25% +0.75%/PIK12.50%09/202107/20245,609 5,596 5,289 
First lien (4)(5) - DrawnL(M)+5.50%10.34%10/202110/2027390 393 382 First lien (4)SOFR(Q)*+6.25% +0.75%/PIK12.50%08/201907/20242,130 2,128 2,009 
First lien (4)L(M)+5.50%10.34%10/202110/202883 73 81 First lien (4)(5) - DrawnSOFR(Q)*+6.25% +0.75%/PIK12.50%02/202207/2024365 367 345 
First lien (4)(5) - DrawnL(M)+5.50%10.34%06/202210/202830 30 29 31,952 31,891 30,131 2.75 %
Foreside Financial Group, LLCForeside Financial Group, LLC
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(Q)+5.50%10.91%05/202209/202727,175 26,950 27,175 
29,704 29,464 29,048 2.65 %First lien (4)SOFR(Q)+5.50%10.91%05/202209/20271,999 1,983 1,999 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.82%05/202209/2027465 464 465 
29,639 29,397 29,639 2.70 %
The accompanying notes are an integral part of these consolidated financial statements.
9

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Pioneer Topco I, L.P. (13)Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLCPioneer Buyer I, LLC
SoftwareSoftwareFirst lien (4)SOFR(Q)*+7.00%/PIK12.24%11/202111/2028$25,896 $25,718 $25,896 
First lien (4)SOFR(Q)*+7.00%/PIK12.24%03/202211/20283,549 3,524 3,549 
29,445 29,242 29,445 2.68 %
GraphPAD Software, LLCGraphPAD Software, LLCGraphPAD Software, LLC
HealthcareHealthcareFirst lien (2)(4)L(S)+5.50%10.71%12/202104/2027$17,982 $17,911 $17,469 HealthcareFirst lien (2)(4)L(S)+5.50%10.71%12/202104/202717,936 17,869 17,572 
First lien (2)(4)L(S)+5.50%10.43%04/202104/202710,316 10,279 10,022 First lien (2)(4)L(S)+5.50%10.87%04/202104/202710,290 10,255 10,081 
First lien (2)(4)L(S)+5.50%10.71%10/202104/20271,586 1,580 1,541 First lien (2)(4)L(S)+5.50%10.71%10/202104/20271,582 1,576 1,550 
29,884 29,770 29,032 2.65 %29,808 29,700 29,203 2.66 %
Foreside Financial Group, LLC
Business ServicesFirst lien (2)(4)SOFR(Q)+5.50%10.54%05/202209/202727,244 27,007 26,971 
Fortis Solutions Group, LLCFortis Solutions Group, LLC
PackagingPackagingFirst lien (2)(4)SOFR(Q)+5.50%10.84%10/202110/202820,767 20,600 20,435 
First lien (4)SOFR(Q)+5.50%10.54%05/202209/20271,885 1,869 1,866 First lien (4)SOFR(Q)+5.50%10.84%10/202110/20288,361 8,303 8,227 
29,129 28,876 28,837 2.64 %First lien (4)(5) - DrawnSOFR(Q)+5.50%10.84%10/202110/2027390 395 384 
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
SoftwareFirst lien (4)SOFR(Q)*+7.00%/PIK11.90%11/202111/202825,140 24,954 24,984 
First lien (4)SOFR(Q)+5.50%10.84%10/202110/202883 73 82 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.84%06/202210/202830 30 29 
29,631 29,401 29,157 2.66 %
FS WhiteWater Borrower, LLCFS WhiteWater Borrower, LLC
Consumer ServicesConsumer ServicesFirst lien (2)(4)SOFR(Q)+5.75%11.14%12/202112/202717,610 17,471 17,244 
First lien (4)SOFR(Q)+5.75%11.16%12/202112/20275,911 5,865 5,788 
First lien (4)SOFR(Q)*+7.00%/PIK11.90%03/202211/20283,446 3,419 3,424 First lien (4)SOFR(Q)+5.75%11.14%12/202112/20275,874 5,827 5,752 
28,586 28,373 28,408 2.60 %29,395 29,163 28,784 2.62 %
Pye-Barker Fire & Safety, LLCPye-Barker Fire & Safety, LLCPye-Barker Fire & Safety, LLC
Business ServicesBusiness ServicesFirst lien (4)SOFR(Q)+5.50%10.55%11/202111/202723,999 23,793 23,421 Business ServicesFirst lien (4)SOFR(Q)+5.50%10.89%11/202111/202723,938 23,739 23,862 
First lien (4)SOFR(Q)+5.50%10.55%05/202111/20274,925 4,895 4,806 First lien (4)SOFR(Q)+5.50%10.89%05/202111/20274,913 4,885 4,897 
28,924 28,688 28,227 2.58 %28,851 28,624 28,759 2.62 %
Icebox Holdco III, Inc.Icebox Holdco III, Inc.Icebox Holdco III, Inc.
Distribution & LogisticsDistribution & LogisticsSecond lien (2)(4)L(Q)+6.75%11.91%12/202112/202930,000 29,867 28,113 2.57 %Distribution & LogisticsSecond lien (2)(4)SOFR(Q)+6.75%12.25%12/202112/202930,000 29,870 28,479 2.60 %
OEC Holdco, LLC (12)OEC Holdco, LLC (12)OEC Holdco, LLC (12)
OEConnection LLCOEConnection LLCOEConnection LLC
SoftwareSoftwareSecond lien (2)(4)SOFR(M)+7.00%11.91%12/202109/202719,234 19,077 18,846 SoftwareSecond lien (2)(4)SOFR(Q)+7.00%12.34%12/202109/202719,234 19,084 19,234 
Second lien (2)(4)SOFR(M)+7.00%11.91%09/201909/20277,677 7,627 7,521 Second lien (2)(4)SOFR(Q)+7.00%12.34%09/201909/20277,677 7,629 7,677 
26,911 26,704 26,367 2.41 %26,911 26,713 26,911 2.45 %
Knockout Intermediate Holdings I Inc. (14)Knockout Intermediate Holdings I Inc. (14)Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.Kaseya Inc.Kaseya Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(Q)+5.75%10.65%06/202206/202925,847 25,669 25,653 2.34 %SoftwareFirst lien (2)(4)SOFR(M)*+3.75%+2.50%/PIK11.35%06/202206/202925,847 25,674 25,847 
Idera, Inc.
SoftwareSecond lien (4)L(Q)+6.75%11.51%03/202103/202926,250 26,295 25,460 2.33 %
Businessolver.com, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.50%10.66%12/202112/202724,349 24,249 24,032 
First lien (4)(5) - DrawnL(S)+5.50%9.88%12/202112/2027565 562 557 
24,914 24,811 24,589 2.25 %
Bullhorn, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.75%10.91%09/201909/202618,799 18,719 18,799 
First lien (4)L(Q)+5.75%10.91%10/202109/20262,683 2,679 2,683 First lien (4)(5) - DrawnSOFR(M)*+3.75%+2.50%/PIK11.36%06/202206/2029394 393 394 
First lien (2)(4)L(Q)+5.75%10.91%10/202109/20261,201 1,199 1,201 First lien (4)(5) - DrawnSOFR(M)*+3.75% +2.50%/PIK11.36%06/202206/202996 96 96 
First lien (4)L(Q)+5.75%10.91%09/201909/2026870 866 870 26,337 26,163 26,337 2.40 %
First lien (4)L(Q)+5.75%10.91%09/201909/2026390 388 390 
First lien (4)L(Q)+5.75%10.91%09/201909/2026311 309 311 
24,254 24,160 24,254 2.22 %
The accompanying notes are an integral part of these consolidated financial statements.
10

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Idera, Inc.Idera, Inc.
SoftwareSoftwareSecond lien (4)SOFR(M)+6.75%12.01%03/202103/2029$26,250 $26,294 $25,395 2.31 %
Businessolver.com, Inc.Businessolver.com, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(Q)+5.50%10.84%12/202112/202724,287 24,192 24,287 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.84%12/202112/2027563 561 563 
24,850 24,753 24,850 2.26 %
MRI Software LLCMRI Software LLCMRI Software LLC
SoftwareSoftwareFirst lien (2)(4)L(Q)+5.50%10.66%01/202002/2026$16,333 $16,290 $15,922 SoftwareFirst lien (2)(4)SOFR(Q)+5.50%10.84%01/202002/202616,291 16,251 15,900 
First lien (2)(4)L(Q)+5.50%10.66%03/202102/20264,632 4,625 4,515 First lien (2)(4)SOFR(Q)+5.50%10.84%03/202102/20264,620 4,614 4,510 
First lien (4)L(Q)+5.50%10.66%03/202102/20262,929 2,923 2,855 First lien (4)SOFR(Q)+5.50%10.84%03/202102/20263,417 3,411 3,335 
First lien (4)L(Q)+5.50%10.66%01/202002/2026472 471 460 First lien (4)SOFR(Q)+5.50%10.84%01/202002/2026471 469 459 
24,366 24,309 23,752 2.17 %24,799 24,745 24,204 2.21 %
Bullhorn, Inc.Bullhorn, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(M)+5.75%10.95%09/201909/202618,751 18,676 18,751 
First lien (4)SOFR(M)+5.75%10.95%10/202109/20262,676 2,672 2,676 
First lien (2)(4)SOFR(M)+5.75%10.95%10/202109/20261,198 1,196 1,198 
First lien (4)SOFR(M)+5.75%10.95%09/201909/2026868 864 868 
First lien (4)SOFR(M)+5.75%10.95%09/201909/2026389 387 389 
First lien (4)SOFR(M)+5.75%10.95%09/201909/2026310 309 310 
24,192 24,104 24,192 2.20 %
TRC Companies L.L.C. (fka Energize Holdco LLC)TRC Companies L.L.C. (fka Energize Holdco LLC)TRC Companies L.L.C. (fka Energize Holdco LLC)
Business ServicesBusiness ServicesSecond lien (2)(4)L(M)+6.75%11.59%11/202112/202924,900 24,790 23,401 2.14 %Business ServicesSecond lien (2)(4)SOFR(M)+6.75%11.97%11/202112/202924,900 24,793 23,823 2.17 %
Avalara, Inc.
SoftwareFirst lien (4)SOFR(Q)+7.25%12.15%10/202210/202821,654 21,398 21,628 1.98 %
Bluefin Holding, LLCBluefin Holding, LLCBluefin Holding, LLC
SoftwareSoftwareSecond lien (2)(4)L(Q)+7.75%12.70%09/201909/202722,000 22,000 21,461 1.96 %SoftwareSecond lien (2)(4)L(Q)+7.75%13.23%09/201909/202722,000 22,000 22,000 2.00 %
Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)
Diligent CorporationDiligent CorporationDiligent Corporation
SoftwareSoftwareFirst lien (2)(4)L(M)+5.75%10.59%03/202108/20258,352 8,327 8,075 SoftwareFirst lien (2)(4)SOFR(M)+5.75%10.95%03/202108/20258,330 8,309 8,030 
First lien (2)(4)L(M)+6.25%11.09%08/202008/20257,355 7,307 7,150 First lien (2)(4)SOFR(M)+6.25%11.45%08/202008/20257,336 7,293 7,104 
First lien (2)(4)L(M)+5.75%10.59%03/202108/20254,657 4,644 4,503 First lien (2)(4)SOFR(M)+5.75%10.95%03/202108/20254,645 4,633 4,477 
First lien (4)(5) - DrawnL(M)+6.25%11.08%08/202008/2025700 712 681 First lien (4)(5) - DrawnSOFR(M)+6.25%11.45%08/202008/20251,121 1,128 1,085 
First lien (4)L(M)+6.25%11.09%08/202008/2025615 611 595 First lien (4)SOFR(M)+6.25%11.45%08/202008/2025614 610 591 
First lien (4)L(M)+6.25%11.09%08/202008/2025388 385 377 First lien (4)SOFR(M)+6.25%11.45%08/202008/2025387 385 375 
22,067 21,986 21,381 1.95 %22,433 22,358 21,662 1.97 %
Avalara, Inc.Avalara, Inc.
SoftwareSoftwareFirst lien (4)SOFR(Q)+7.25%12.49%10/202210/202821,654 21,406 21,654 1.97 %
DOCS, MSO, LLCDOCS, MSO, LLCDOCS, MSO, LLC
HealthcareHealthcareFirst lien (2)(4)SOFR(S)+5.75%10.54%06/202206/202821,089 21,089 20,903 1.91 %HealthcareFirst lien (2)(4)SOFR(M)+5.75%11.01%06/202206/202821,035 21,036 20,438 1.86 %
USRP Holdings, Inc.USRP Holdings, Inc.USRP Holdings, Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(Q)+5.50%10.55%07/202107/202713,089 12,986 12,706 Business ServicesFirst lien (2)(4)SOFR(Q)+5.75%11.14%07/202107/202713,056 12,958 12,625 
First lien (4)SOFR(Q)+5.50%10.55%07/202107/20277,650 7,589 7,426 First lien (4)SOFR(Q)+5.75%11.14%07/202107/20277,630 7,573 7,378 
20,739 20,575 20,132 1.84 %20,686 20,531 20,003 1.82 %
KAMC Holdings, IncKAMC Holdings, Inc
Business ServicesBusiness ServicesSecond lien (2)(4)L(Q)+8.00%13.33%08/201908/202722,500 22,397 19,841 1.81 %
OB Hospitalist Group, Inc.OB Hospitalist Group, Inc.OB Hospitalist Group, Inc.
HealthcareHealthcareFirst lien (2)(4)SOFR(Q)+5.50%10.55%09/202109/202719,221 19,069 18,433 HealthcareFirst lien (2)(4)SOFR(M)+5.50%10.70%09/202109/202719,172 19,027 18,375 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.53%09/202109/2027976 972 936 First lien (4)(5) - DrawnSOFR(M)+5.50%10.96%09/202109/20271,110 1,106 1,064 
20,197 20,041 19,369 1.77 %20,282 20,133 19,439 1.77 %
KAMC Holdings, Inc
Business ServicesSecond lien (2)(4)L(Q)+8.00%12.88%08/201908/202722,500 22,392 19,125 1.75 %
Daxko Acquisition Corporation
SoftwareFirst lien (2)(4)L(M)+5.50%10.34%10/202110/202817,704 17,556 17,270 
First lien (4)L(M)+5.50%10.34%10/202110/20281,491 1,479 1,455 
First lien (4)(5) - DrawnP(Q)+4.50%12.50%10/202110/2027133 135 130 
19,328 19,170 18,855 1.72 %
The accompanying notes are an integral part of these consolidated financial statements.
11

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Daxko Acquisition CorporationDaxko Acquisition Corporation
SoftwareSoftwareFirst lien (2)(4)SOFR(M)+5.50%10.70%10/202110/2028$17,659 $17,517 $17,389 
First lien (4)SOFR(M)+5.50%10.70%10/202110/20281,488 1,480 1,465 
First lien (4)(5) - DrawnP(Q)+4.50%12.75%10/202110/2027155 157 153 
19,302 19,154 19,007 1.73 %
MED Parentco, LPMED Parentco, LP
HealthcareHealthcareSecond lien (2)(4)SOFR(M)+8.25%13.47%08/201908/202722,000 21,898 18,911 1.72 %
TigerConnect, Inc.TigerConnect, Inc.TigerConnect, Inc.
HealthcareHealthcareFirst lien (2)(4)SOFR(Q)*+3.63% +3.63%/PIK12.08%02/202202/2028$18,409 $18,253 $18,319 HealthcareFirst lien (2)(4)SOFR(Q)*+3.38% +3.38%/PIK11.79%02/202202/202818,409 18,261 18,063 
First lien (2)(4)(5) - DrawnSOFR(Q)*+3.63% +3.63%/PIK12.08%02/202202/2028343 343 341 First lien (2)(4)(5) - DrawnSOFR(Q)*+3.38% +3.38%/PIK11.79%02/202202/2028507 507 498 
18,752 18,596 18,660 1.71 %18,916 18,768 18,561 1.69 %
Foundational Education Group, Inc.Foundational Education Group, Inc.Foundational Education Group, Inc.
EducationEducationSecond lien (4)SOFR(Q)+6.50%11.66%08/202108/202919,706 19,637 18,504 1.69 %EducationSecond lien (4)SOFR(M)+6.50%11.72%08/202108/202919,706 19,639 18,141 1.65 %
HS Purchaser, LLC / Help/Systems Holdings, Inc.HS Purchaser, LLC / Help/Systems Holdings, Inc.HS Purchaser, LLC / Help/Systems Holdings, Inc.
SoftwareSoftwareSecond lien (4)SOFR(M)+6.75%11.66%05/202111/202718,882 18,882 17,794 1.63 %SoftwareSecond lien (4)SOFR(M)+6.75%11.95%05/202111/202718,882 18,882 17,500 1.59 %
MED Parentco, LP
AmeriVet Partners Management, Inc.AmeriVet Partners Management, Inc.
Consumer ServicesConsumer ServicesFirst lien (4)SOFR(Q)+5.50%10.88%02/202202/202813,688 13,632 13,688 
First lien (4)SOFR(Q)+5.50%10.89%02/202202/20282,467 2,465 2,467 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.88%02/202202/20281,341 1,328 1,341 
17,496 17,425 17,496 1.59 %
DCA Investment Holding, LLCDCA Investment Holding, LLC
HealthcareHealthcareSecond lien (2)L(M)+8.25%13.09%08/201908/202722,000 21,893 17,050 1.56 %HealthcareFirst lien (2)(4)SOFR(Q)+6.41%11.65%03/202104/20289,467 9,416 9,400 
First lien (4)SOFR(Q)+6.41%11.65%02/202204/20284,972 4,952 4,936 
First lien (4)SOFR(Q)+6.41%11.58%03/202104/20281,583 1,574 1,572 
First lien (4)(5) - DrawnSOFR(M)+6.50%11.53%12/202204/2028994 980 994 
17,016 16,922 16,902 1.54 %
Relativity ODA LLCRelativity ODA LLC
SoftwareSoftwareFirst lien (4)SOFR(M)+6.50%11.70%05/202105/202716,848 16,722 16,848 1.54 %
Project Essential Topco, Inc. (8)Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.Project Essential Bidco, Inc.
SoftwareSoftwareFirst lien (2)(4)SOFR(M)+6.25%11.43%04/202104/202817,310 17,198 16,485 1.50 %
Granicus, Inc.Granicus, Inc.Granicus, Inc.
SoftwareSoftwareFirst lien (2)(4)L(M)*+5.50% +1.50%/PIK11.84%01/202101/202710,640 10,585 10,640 SoftwareFirst lien (2)(4)SOFR(Q)*+5.50% +1.50%/PIK12.15%01/202101/202710,625 10,573 10,625 
First lien (4)L(M)*+5.50% +1.50%/PIK11.84%01/202101/20272,979 2,964 2,979 First lien (4)SOFR(Q)*+5.50%+1.50%/PIK12.15%01/202101/20272,975 2,960 2,975 
First lien (4)L(M)+6.00%10.84%04/202101/20272,283 2,266 2,283 First lien (4)SOFR(Q)+6.00%11.15%04/202101/20272,277 2,261 2,277 
First lien (4)(5) - DrawnL(M)+6.50%11.18%01/202101/2027634 633 634 First lien (4)(5) - DrawnSOFR(Q)+6.50%11.55%01/202101/2027374 375 374 
16,536 16,448 16,536 1.51 %16,251 16,169 16,251 1.48 %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.75%10.56%04/202104/202817,310 17,193 16,481 1.51 %
Relativity ODA LLC
SoftwareFirst lien (4)L(M)*+7.50%/PIK12.35%05/202105/202716,657 16,524 16,465 1.50 %
DCA Investment Holding, LLC
HealthcareFirst lien (2)(4)SOFR(Q)+6.41%11.30%03/202104/20289,494 9,440 9,316 
First lien (4)SOFR(Q)+6.41%11.30%02/202204/20284,984 4,964 4,891 
First lien (4)SOFR(Q)+6.41%11.21%03/202104/20281,587 1,578 1,558 
First lien (4)(5) - DrawnSOFR(S)+6.50%11.29%12/202204/2028503 495 498 
16,568 16,477 16,263 1.49 %
AmeriVet Partners Management, Inc.
Consumer ServicesFirst lien (4)SOFR(Q)+5.50%10.55%02/202202/202813,722 13,665 13,594 
First lien (4)SOFR(Q)+5.50%10.55%02/202202/20282,474 2,471 2,450 
First lien (4)(5) - DrawnSOFR(Q)+5.50%10.55%02/202202/2028186 179 184 
16,382 16,315 16,228 1.48 %
EAB Global, Inc.
EducationSecond lien (4)L(M)+6.50%11.28%08/202108/202916,548 16,339 16,127 1.47 %
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (2)(4)SOFR(M)+5.25%9.91%12/202112/202810,114 10,027 9,878 
First lien (4)(5) - DrawnSOFR(M)+5.25%9.95%12/202112/20283,124 3,098 3,053 
13,238 13,125 12,931 1.18 %
The accompanying notes are an integral part of these consolidated financial statements.
12

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
EAB Global, Inc.EAB Global, Inc.
EducationEducationSecond lien (4)L(S)+6.50%11.95%08/202108/2029$16,548 $16,344 $16,177 1.47 %
Beacon Pointe Harmony, LLCBeacon Pointe Harmony, LLC
Financial ServicesFinancial ServicesFirst lien (2)(4)SOFR(M)+5.75%10.85%12/202112/202810,088 10,005 9,880 
First lien (4)(5) - DrawnSOFR(M)+5.75%10.85%12/202112/20283,956 3,923 3,875 
14,044 13,928 13,755 1.25 %
ACI Parent Inc. (11)ACI Parent Inc. (11)ACI Parent Inc. (11)
ACI Group Holdings, Inc.ACI Group Holdings, Inc.ACI Group Holdings, Inc.
HealthcareHealthcareFirst lien (2)(4)L(M)*+4.50% +1.25%/PIK10.59%08/202108/2028$10,744 $10,657 $10,331 HealthcareFirst lien (2)(4)SOFR(M)*+4.50%+1.25%/PIK10.95%08/202108/202810,750 10,667 10,426 
First lien (4)(5) - DrawnL(M)*+4.50% +1.25%/PIK10.59%08/202108/20281,634 1,622 1,572 First lien (4)(5) - DrawnSOFR(M)*+4.50% +1.25%/PIK10.95%08/202108/20281,905 1,891 1,848 
12,378 12,279 11,903 1.09 %12,655 12,558 12,274 1.12 %
Syndigo LLCSyndigo LLC
SoftwareSoftwareSecond lien (4)L(Q)+8.00%13.55%12/202012/202812,500 12,427 11,953 1.09 %
VT Topco, Inc.VT Topco, Inc.
Business ServicesBusiness ServicesSecond lien (4)SOFR(M)+6.75%11.97%07/202107/20267,837 7,817 7,566 
Second lien (2)(4)SOFR(M)+6.75%11.97%08/202007/20264,475 4,258 4,320 
12,312 12,075 11,886 1.08 %
NMC Crimson Holdings, Inc.NMC Crimson Holdings, Inc.NMC Crimson Holdings, Inc.
HealthcareHealthcareFirst lien (2)(4)L(Q)+6.00%10.75%03/202103/202811,101 10,975 11,101 HealthcareFirst lien (2)(4)SOFR(Q)+6.00%11.04%03/202103/202811,101 10,980 10,907 
First lien (4)(5) - DrawnL(Q)+6.00%10.95%03/202103/2028751 743 751 First lien (4)(5) - DrawnSOFR(Q)+6.00%11.41%03/202103/2028751 743 738 
11,852 11,718 11,852 1.08 %11,852 11,723 11,645 1.06 %
VT Topco, Inc.
Business ServicesSecond lien (4)L(M)+6.75%11.59%07/202107/20267,837 7,816 7,539 
Second lien (2)(4)L(M)+6.75%11.59%08/202007/20264,475 4,244 4,305 
12,312 12,060 11,844 1.08 %
Syndigo LLC
SoftwareSecond lien (4)L(S)+8.00%13.21%12/202012/202812,500 12,425 11,714 1.07 %
Specialtycare, Inc.Specialtycare, Inc.Specialtycare, Inc.
HealthcareHealthcareFirst lien (2)(4)L(Q)+5.75%10.50%06/202106/202811,698 11,587 11,200 HealthcareFirst lien (2)(4)L(Q)+5.75%10.93%06/202106/202811,668 11,562 11,168 
First lien (4)(5) - DrawnL(Q)+5.75%10.58%06/202106/202884 92 81 First lien (4)L(Q)+5.75%11.01%06/202106/202884 83 80 
11,782 11,679 11,281 1.03 %11,752 11,645 11,248 1.02 %
DG Investment Intermediate Holdings 2, Inc.DG Investment Intermediate Holdings 2, Inc.DG Investment Intermediate Holdings 2, Inc.
Business ServicesBusiness ServicesSecond lienL(M)+6.75%11.59%03/202103/202912,187 12,163 10,790 0.99 %Business ServicesSecond lienSOFR(M)+6.75%11.97%03/202103/202912,187 12,164 10,866 0.99 %
GC Waves Holdings, Inc.GC Waves Holdings, Inc.GC Waves Holdings, Inc.
Financial ServicesFinancial ServicesFirst lien (2)(4)L(M)+5.50%10.34%08/202108/202610,524 10,450 10,524 0.96 %Financial ServicesFirst lien (2)(4)SOFR(M)+5.50%10.70%08/202108/202610,498 10,428 10,498 0.96 %
Maverick Bidco Inc.Maverick Bidco Inc.Maverick Bidco Inc.
SoftwareSoftwareSecond lien (4)L(Q)+6.75%11.58%04/202105/202910,200 10,176 9,802 0.90 %SoftwareSecond lien (4)L(Q)+6.75%12.02%04/202105/202910,200 10,177 9,806 0.89 %
CRCI Longhorn Holdings, Inc.
Business ServicesSecond lien (4)L(M)+7.25%12.09%07/202108/202610,000 9,982 9,537 0.87 %
Coyote Buyer, LLCCoyote Buyer, LLCCoyote Buyer, LLC
Specialty Chemicals & MaterialsSpecialty Chemicals & MaterialsFirst lien (2)(4)L(S)+6.00%11.10%03/202002/20268,040 8,019 8,040 Specialty Chemicals & MaterialsFirst lien (2)(4)L(S)+6.00%11.10%03/202002/20268,020 8,000 8,020 
First lien (2)(4)L(M)+8.00%12.84%10/202008/20261,447 1,438 1,447 First lien (2)(4)L(Q)+8.00%13.48%10/202008/20261,443 1,435 1,443 
9,487 9,457 9,487 0.87 %First lien (4)(5) - DrawnSOFR(M)+6.00%11.20%03/202002/2025237 238 237 
New Trojan Parent, Inc.
HealthcareSecond lien (4)L(M)+7.25%12.09%01/202101/202913,238 13,185 9,360 0.86 %
KPSKY Acquisition Inc.
9,700 9,673 9,700 0.88 %
CRCI Longhorn Holdings, Inc.CRCI Longhorn Holdings, Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(M)+5.50%10.41%10/202110/20288,568 8,496 8,172 Business ServicesSecond lien (4)SOFR(M)+7.25%12.45%07/202108/202610,000 9,983 9,693 0.88 %
First lien (4)L(Q)+5.50%10.48%10/202110/2028987 978 941 
9,555 9,474 9,113 0.83 %
Huskies Parent, Inc.
PDQ.com CorporationPDQ.com Corporation
SoftwareSoftwareFirst lien (2)(4)L(Q)+5.50%10.49%12/202111/20288,440 8,386 8,440 SoftwareFirst lien (2)(4)SOFR(Q)+4.75%10.09%12/202108/20275,629 5,607 5,513 
First lien (4)(5) - DrawnL(Q)+5.50%10.66%12/202111/2027511 508 511 First lien (4)(5) - DrawnSOFR(Q)+4.75%10.09%12/202108/20273,984 3,969 3,902 
8,951 8,894 8,951 0.82 %9,613 9,576 9,415 0.86 %
The accompanying notes are an integral part of these consolidated financial statements.
13

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Trinity Air Consultants Holdings Corporation
KPSKY Acquisition Inc.KPSKY Acquisition Inc.
Business ServicesBusiness ServicesFirst lien (2)(4)L(S)+5.25%10.18%06/202106/2027$7,449 $7,392 $7,389 Business ServicesFirst lien (2)(4)SOFR(Q)+5.50%10.65%10/202110/2028$8,546 $8,477 $8,436 
First lien (4)(5) - DrawnL(S)+5.25%10.34%06/202106/20271,399 1,388 1,387 First lien (4)SOFR(M)+5.50%10.75%10/202110/2028979 971 967 
8,848 8,780 8,776 0.80 %9,525 9,448 9,403 0.86 %
Allworth Financial Group, L.P.Allworth Financial Group, L.P.Allworth Financial Group, L.P.
Financial ServicesFinancial ServicesFirst lien (2)(4)SOFR(M)+4.75%9.66%01/202212/20265,083 5,044 4,899 Financial ServicesFirst lien (2)(4)SOFR(M)+5.00%10.20%01/202212/20265,070 5,033 4,862 
First lien (4)(5) - DrawnSOFR(M)+4.75%9.66%01/202212/20262,316 2,298 2,233 First lien (4)(5) - DrawnSOFR(M)+5.00%10.20%01/202212/20263,076 3,054 2,950 
First lien (4)SOFR(M)+4.75%9.66%01/202212/20261,538 1,524 1,482 First lien (4)SOFR(M)+5.00%10.20%01/202212/20261,534 1,521 1,471 
8,937 8,866 8,614 0.79 %9,680 9,608 9,283 0.85 %
Radwell Parent, LLC
Distribution & LogisticsFirst lien (4)SOFR(Q)+6.53%11.52%03/202204/20298,364 8,308 8,364 
Huskies Parent, Inc.Huskies Parent, Inc.
SoftwareSoftwareFirst lien (2)(4)L(Q)+5.50%11.04%12/202111/20288,419 8,367 8,419 
First lien (4)(5) - DrawnL(Q)+5.50%11.20%12/202111/2027707 703 707 
9,126 9,070 9,126 0.83 %
Trinity Air Consultants Holdings CorporationTrinity Air Consultants Holdings Corporation
Business ServicesBusiness ServicesFirst lien (2)(4)L(S)+5.25%10.62%06/202106/20277,449 7,395 7,449 
First lien (4)(5) - DrawnSOFR(M)+6.75%11.56%03/202204/202860 60 60 First lien (4)(5) - DrawnSOFR(S)+5.25%10.37%06/202106/20271,499 1,488 1,499 
8,424 8,368 8,424 0.77 %8,948 8,883 8,948 0.82 %
CG Group Holdings, LLCCG Group Holdings, LLCCG Group Holdings, LLC
Specialty Chemicals & MaterialsSpecialty Chemicals & MaterialsFirst lien (2)(4)SOFR(Q)*+6.75% +2.00%/PIK13.65%07/202107/20278,338 8,268 7,380 Specialty Chemicals & MaterialsFirst lien (2)(4)SOFR(Q)*+6.75%+2.00%/PIK13.99%07/202107/20278,360 8,293 7,700 
First lien (4)(5) - DrawnSOFR(M)*+6.75% +2.00%/PIK13.56%07/202107/2026921 915 815 First lien (4)(5) - DrawnSOFR(M)*+6.75% +2.00%/PIK13.85%07/202107/2026926 920 853 
9,259 9,183 8,195 0.75 %9,286 9,213 8,553 0.78 %
Smile Doctors LLC
HealthcareFirst lien (4)SOFR(Q)+5.75%10.75%02/202212/20287,390 7,358 7,341 
Radwell Parent, LLCRadwell Parent, LLC
Distribution & LogisticsDistribution & LogisticsFirst lien (4)SOFR(Q)+6.53%11.87%03/202204/20298,343 8,289 8,343 
First lien (4)SOFR(Q)+5.75%10.71%02/202212/2028533 527 529 First lien (4)(5) - DrawnSOFR(Q)+6.75%11.99%03/202204/202890 90 90 
7,923 7,885 7,870 0.72 %8,433 8,379 8,433 0.77 %
Mamba Purchaser, Inc.Mamba Purchaser, Inc.Mamba Purchaser, Inc.
HealthcareHealthcareSecond lienL(M)+6.50%11.34%09/202110/20298,709 8,660 7,838 0.72 %HealthcareSecond lienSOFR(M)+6.50%11.72%09/202110/20298,709 8,661 8,230 0.75 %
Smile Doctors LLCSmile Doctors LLC
HealthcareHealthcareFirst lien (4)SOFR(M)+5.90%11.03%02/202212/20287,923 7,886 7,923 0.72 %
New Trojan Parent, Inc.New Trojan Parent, Inc.
HealthcareHealthcareSecond lien (4)SOFR(M)+7.25%12.47%01/202101/202913,238 13,188 7,452 0.68 %
Ministry Brands Holdings, LLCMinistry Brands Holdings, LLCMinistry Brands Holdings, LLC
SoftwareSoftwareFirst lien (2)(4)SOFR(Q)+5.50%10.55%12/202112/20286,992 6,962 6,898 SoftwareFirst lien (2)(4)SOFR(M)+5.50%10.70%12/202112/20286,974 6,945 6,880 
First lien (4)(5) - DrawnL(M)+5.50%10.21%12/202112/2028285 283 282 First lien (4)(5) - DrawnSOFR(M)+5.50%10.70%12/202112/2028285 283 281 
First lien (4)(5) - DrawnL(M)+5.50%11.06%12/202112/2027169 169 167 
7,446 7,414 7,347 0.67 %
PDQ.com Corporation
SoftwareFirst lien (2)(4)SOFR(Q)+4.85%9.75%12/202108/20275,643 5,620 5,520 
First lien (4)(5) - DrawnSOFR(Q)+4.85%9.61%12/202108/20271,595 1,590 1,560 First lien (4)(5) - DrawnSOFR(M)+5.50%10.70%12/202112/2027249 248 245 
7,238 7,210 7,080 0.65 %7,508 7,476 7,406 0.67 %
Safety Borrower Holdings LLCSafety Borrower Holdings LLCSafety Borrower Holdings LLC
SoftwareSoftwareFirst lien (2)(4)L(S)+5.25%10.41%09/202109/20275,687 5,665 5,622 SoftwareFirst lien (2)(4)SOFR(S)+5.25%10.95%09/202109/20275,673 5,652 5,673 
First lien (4)L(S)+5.25%10.41%09/202109/20271,270 1,265 1,256 First lien (4)SOFR(S)+5.25%10.95%09/202109/20271,267 1,262 1,267 
First lien (4)(5) - DrawnP(Q)+4.25%12.25%09/202109/2027128 128 126 First lien (4)(5) - DrawnP(Q)+4.25%12.50%09/202109/2027256 255 256 
7,085 7,058 7,004 0.64 %7,196 7,169 7,196 0.66 %
Community Brands ParentCo, LLC
SoftwareFirst lien (4)SOFR(M)+5.75%10.66%02/202202/20287,145 7,084 7,003 0.64 %
USIC Holdings, Inc.
Business ServicesSecond lienL(M)+6.50%11.34%05/202105/20297,000 6,971 6,475 0.59 %
The accompanying notes are an integral part of these consolidated financial statements.
14

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Community Brands ParentCo, LLCCommunity Brands ParentCo, LLC
SoftwareSoftwareFirst lien (4)SOFR(M)+5.50%10.70%02/202202/2028$7,127 $7,069 $7,046 0.65 %
USIC Holdings, Inc.USIC Holdings, Inc.
Business ServicesBusiness ServicesSecond lienL(M)+6.50%11.69%05/202105/20297,000 6,972 6,388 0.58 %
TMK Hawk Parent, Corp.TMK Hawk Parent, Corp.TMK Hawk Parent, Corp.
Distribution & LogisticsDistribution & LogisticsFirst lien (2)(4)L(Q)+3.50%8.46%09/201908/2024$7,235 $6,810 $4,795 Distribution & LogisticsFirst lien (2)(4)L(Q)+3.50%9.00%09/201908/20247,217 6,863 4,741 
First lien (4)L(Q)+3.50%8.46%09/202208/20242,481 1,671 1,644 First lien (4)L(Q)+3.50%9.00%09/202208/20242,475 1,787 1,626 
9,716 8,481 6,439 0.59 %9,692 8,650 6,367 0.58 %
RealPage, Inc.RealPage, Inc.
SoftwareSoftwareSecond lienSOFR(M)+6.50%11.72%02/202104/20296,388 6,350 6,172 0.56 %
Calabrio, Inc.Calabrio, Inc.Calabrio, Inc.
SoftwareSoftwareFirst lien (4)L(Q)+7.00%12.16%04/202104/20275,979 5,948 5,758 SoftwareFirst lien (4)SOFR(M)+7.13%12.23%04/202104/20275,979 5,948 5,640 
First lien (4)(5) - DrawnL(Q)+7.00%11.95%04/202104/2027411 410 396 First lien (4)(5) - DrawnL(M)+7.00%12.15%04/202104/2027411 410 388 
6,390 6,358 6,154 0.56 %6,390 6,358 6,028 0.55 %
RealPage, Inc.
SoftwareSecond lienL(M)+6.50%11.34%02/202104/20296,388 6,349 6,049 0.55 %
Therapy Brands Holdings LLCTherapy Brands Holdings LLCTherapy Brands Holdings LLC
SoftwareSoftwareSecond lien (2)(4)L(M)+6.75%11.53%05/202105/20296,000 5,967 5,753 0.53 %SoftwareSecond lien (2)(4)L(M)+6.75%11.90%05/202105/20296,000 5,968 5,727 0.53 %
IMO Investor Holdings, Inc.IMO Investor Holdings, Inc.IMO Investor Holdings, Inc.
HealthcareHealthcareFirst lien (2)(4)SOFR(S)+6.00%10.62%05/202205/20295,264 5,216 5,159 HealthcareFirst lien (2)(4)SOFR(Q)+6.00%11.09%05/202205/20295,251 5,205 5,156 
First lien (4)(5) - DrawnSOFR(S)+6.00%10.78%05/202205/2028246 244 241 First lien (4)(5) - DrawnSOFR(S)+6.00%11.04%05/202205/2029339 336 333 
5,510 5,460 5,400 0.49 %5,590 5,541 5,489 0.50 %
YLG Holdings, Inc.YLG Holdings, Inc.
Business ServicesBusiness ServicesFirst lien (4)(5) - DrawnSOFR(Q)+5.00%10.22%10/202110/20255,184 5,153 5,048 0.47 %
Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)
Appriss Health, LLCAppriss Health, LLCAppriss Health, LLC
HealthcareHealthcareFirst lien (4)L(M)+7.25%11.96%05/202105/20274,670 4,635 4,581 HealthcareFirst lien (4)L(M)+6.75%11.90%05/202105/20274,664 4,631 4,664 0.43 %
First lien (4)(5) - DrawnL(M)+7.25%11.93%05/202105/2027156 156 153 
4,826 4,791 4,734 0.43 %
Vectra Co.Vectra Co.Vectra Co.
Business ProductsBusiness ProductsSecond lien (4)L(M)+7.25%12.09%06/202003/20266,248 6,007 4,428 0.40 %Business ProductsSecond lien (4)SOFR(M)+7.25%12.47%06/202003/20266,248 6,024 4,366 0.40 %
YLG Holdings, Inc.
Business ServicesFirst lien (4)(5) - DrawnSOFR(Q)+5.00%9.96%10/202110/20254,009 3,983 3,892 0.36 %
Cloudera, Inc.Cloudera, Inc.Cloudera, Inc.
SoftwareSoftwareSecond lienL(M)+6.00%10.91%08/202110/20294,006 3,998 3,565 0.33 %SoftwareSecond lienSOFR(M)+6.00%11.20%08/202110/20294,006 3,998 3,646 0.33 %
AG Parent Holdings, LLCAG Parent Holdings, LLCAG Parent Holdings, LLC
HealthcareHealthcareFirst lien (2)L(M)+5.00%9.84%07/201907/20263,267 3,258 3,173 0.29 %HealthcareFirst lien (2)SOFR(M)+5.00%10.22%07/201907/20263,258 3,250 3,175 0.29 %
MH Sub I, LLC (Micro Holding Corp.)
SoftwareSecond lienSOFR(M)+6.25%11.06%02/202102/20293,000 2,994 2,769 0.25 %
Alegeus Technologies Holdings Corp.Alegeus Technologies Holdings Corp.Alegeus Technologies Holdings Corp.
HealthcareHealthcareFirst lien (2)(4)L(A)+8.25%10.95%08/201909/20242,134 2,127 2,134 0.20 %HealthcareFirst lien (2)(4)SOFR(S)+8.25%13.36%08/201909/20242,134 2,129 2,134 0.19 %
Kele Holdco, Inc.Kele Holdco, Inc.Kele Holdco, Inc.
Distribution & LogisticsDistribution & LogisticsFirst lien (2)(4)L(M)+5.25%9.95%12/202102/20261,851 1,845 1,851 0.17 %Distribution & LogisticsFirst lien (2)(4)SOFR(M)+5.25%10.49%12/202102/20261,846 1,840 1,846 0.17 %
MH Sub I, LLC (Micro Holding Corp.)MH Sub I, LLC (Micro Holding Corp.)
SoftwareSoftwareSecond lienSOFR(M)+6.25%11.35%02/202102/20291,865 1,861 1,632 0.16 %
Virtusa CorporationVirtusa CorporationVirtusa Corporation
Business ServicesBusiness ServicesSubordinatedFixed(S)+7.13%7.13%07/202212/20281,000 816 787 0.07 %Business ServicesSubordinatedFixed(S)+7.13%7.13%07/202212/20281,000 822 817 0.08 %
Total Funded Debt Investments - United StatesTotal Funded Debt Investments - United States$1,937,451 $1,923,425 $1,879,285 171.75 %Total Funded Debt Investments - United States$1,951,489 $1,938,095 $1,898,164 172.97 %
The accompanying notes are an integral part of these consolidated financial statements.
15

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Funded Debt Investments - United KingdomFunded Debt Investments - United KingdomFunded Debt Investments - United Kingdom
Trident Bidco Limited**Trident Bidco Limited**Trident Bidco Limited**
Business ServicesBusiness ServicesFirst lien (2)(4)SOFR(Q)+5.00%9.55%06/202206/2029$19,553 $19,376 $19,143 Business ServicesFirst lien (2)(4)SOFR(Q)+5.00%10.08%06/202206/2029$19,553 $19,382 $19,487 
First lien (2)(4)SOFR(Q)+5.00%9.55%09/202206/20293,496 3,463 3,422 First lien (2)(4)SOFR(Q)+5.00%10.08%09/202206/20293,496 3,464 3,484 
23,049 22,839 22,565 2.06 %23,049 22,846 22,971 2.09 %
Aston FinCo S.a r.l. / Aston US Finco, LLC**Aston FinCo S.a r.l. / Aston US Finco, LLC**Aston FinCo S.a r.l. / Aston US Finco, LLC**
SoftwareSoftwareSecond lien (2)(4)L(M)+8.25%13.09%10/201910/2027$22,500 $22,389 $22,500 2.06 %SoftwareSecond lien (2)(4)L(M)+8.25%13.44%10/201910/202722,500 22,394 22,500 2.05 %
Total Funded Debt Investments - United KingdomTotal Funded Debt Investments - United Kingdom$45,549 $45,228 $45,065 4.12 %Total Funded Debt Investments - United Kingdom$45,549 $45,240 $45,471 4.14 %
Funded Debt Investments - NetherlandsFunded Debt Investments - NetherlandsFunded Debt Investments - Netherlands
Tahoe Finco, LLC**Tahoe Finco, LLC**Tahoe Finco, LLC**
Information TechnologyInformation TechnologyFirst lien (2)(4)L(M)+6.00%10.71%10/202109/2028$32,801 $32,529 $32,634 2.98 %Information TechnologyFirst lien (2)(4)L(M)+6.00%11.15%10/202109/2028$32,801 $32,539 $32,552 2.97 %
Total Funded Debt Investments - NetherlandsTotal Funded Debt Investments - Netherlands$32,801 $32,529 $32,634 2.98 %Total Funded Debt Investments - Netherlands$32,801 $32,539 $32,552 2.97 %
Funded Debt Investments - CanadaFunded Debt Investments - CanadaFunded Debt Investments - Canada
Project Boost Purchaser, LLC**Project Boost Purchaser, LLC**Project Boost Purchaser, LLC**
Business ServicesBusiness ServicesSecond lien (2)(4)L(M)+8.00%12.84%09/201905/2027$12,000 $12,000 $11,536 1.05 %Business ServicesSecond lien (2)(4)SOFR(M)+8.00%13.22%09/201905/2027$12,000 $12,000 $11,604 1.06 %
Total Funded Debt Investments - CanadaTotal Funded Debt Investments - Canada$12,000 $12,000 $11,536 1.05 %Total Funded Debt Investments - Canada$12,000 $12,000 $11,604 1.06 %
Total Funded Debt InvestmentsTotal Funded Debt Investments$2,027,801 $2,013,182 $1,968,520 179.90 %Total Funded Debt Investments$2,041,839 $2,027,874 $1,987,791 181.14 %
Equity - United StatesEquity - United StatesEquity - United States
Dealer Tire Holdings, LLC(10)Dealer Tire Holdings, LLC(10)Dealer Tire Holdings, LLC(10)
Distribution & LogisticsDistribution & LogisticsPreferred shares (4)09/202130,082 $34,856 $35,346 3.22 %Distribution & LogisticsPreferred shares (4)09/202130,082 $34,857 $35,595 3.24 %
OEC Holdco, LLC (12)OEC Holdco, LLC (12)OEC Holdco, LLC (12)
SoftwareSoftwarePreferred shares (3)(4)12/202117,786 19,715 18,552 1.69 %SoftwarePreferred shares (3)(4)12/202117,786 20,782 19,524 1.78 %
ACI Parent Inc. (11)ACI Parent Inc. (11)ACI Parent Inc. (11)
HealthcareHealthcarePreferred shares (4)08/202112,500 15,032 14,081 1.29 %HealthcarePreferred shares (4)08/202112,500 15,476 14,828 1.35 %
Knockout Intermediate Holdings I Inc. (14)Knockout Intermediate Holdings I Inc. (14)Knockout Intermediate Holdings I Inc. (14)
SoftwareSoftwarePreferred shares (4)06/20229,061 9,510 9,503 0.87 %SoftwarePreferred shares (4)06/20229,061 10,066 10,179 0.93 %
Project Essential Topco, Inc. (8)Project Essential Topco, Inc. (8)Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.Project Essential Super Parent, Inc.Project Essential Super Parent, Inc.
SoftwareSoftwarePreferred shares (4)04/20215,000 6,156 5,856 0.54 %SoftwarePreferred shares (4)04/20215,000 6,384 5,972 0.54 %
Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.Diligent Preferred Issuer, Inc.Diligent Preferred Issuer, Inc.
SoftwareSoftwarePreferred shares (4)04/20215,000 6,065 5,652 0.52 %SoftwarePreferred shares (4)04/20215,000 6,065 5,598 0.51 %
Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)
Appriss Health Intermediate Holdings, Inc.Appriss Health Intermediate Holdings, Inc.Appriss Health Intermediate Holdings, Inc.
HealthcareHealthcarePreferred shares (4)05/20211,167 1,417 1,314 0.12 %HealthcarePreferred shares (4)05/20211,167 1,455 1,360 0.13 %
The accompanying notes are an integral part of these consolidated financial statements.
16

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Pioneer Topco I, L.P. (13)Pioneer Topco I, L.P. (13)Pioneer Topco I, L.P. (13)
SoftwareSoftwareOrdinary shares (4)11/202110 $— $— — %SoftwareOrdinary shares (4)11/202110 $— $—  %
Total Shares - United StatesTotal Shares - United States$92,751 $90,304 8.25 %Total Shares - United States$95,085 $93,056 8.48 %
Total SharesTotal Shares$92,751 $90,304 8.25 %Total Shares$95,085 $93,056 8.48 %
Total Funded InvestmentsTotal Funded Investments$2,105,933 $2,058,824 188.15 %Total Funded Investments$2,122,959 $2,080,847 189.62 %
Unfunded Debt Investments - United StatesUnfunded Debt Investments - United StatesUnfunded Debt Investments - United States
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn03/202002/2025$592 $(1)$— — %
Associations, Inc.
Business ServicesFirst lien (4)(5) - Undrawn07/202107/20271,772 (6)— — %
Bullhorn, Inc.
Businessolver.com, Inc.Businessolver.com, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn09/201909/2026964 (4)— — %SoftwareFirst lien (4)(5) - Undrawn12/202112/2023$6,054 $— $— — %
NMC Crimson Holdings, Inc.
DCA Investment Holding, LLCDCA Investment Holding, LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn03/202112/20231,959 — — — %HealthcareFirst lien (4)(5) - Undrawn12/202212/2024912 — — — %
Granicus, Inc.
SoftwareFirst lien (4)(5) - Undrawn01/202101/2027573 (4)— — %
Ocala Bidco, Inc.Ocala Bidco, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn12/202105/20243,196 — — — %
Huskies Parent, Inc.Huskies Parent, Inc.Huskies Parent, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn12/202111/2023751 — — SoftwareFirst lien (4)(5) - Undrawn12/202111/2023751 — — 
First lien (4)(5) - Undrawn12/202111/2027213 (2)— First lien (4)(5) - Undrawn12/202111/202717 — — 
964 (2)— — %768 — — — %
Radwell Parent, LLC
Distribution & LogisticsFirst lien (4)(5) - Undrawn03/202204/20241,124 (7)— 
Knockout Intermediate Holdings I Inc. (14)Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.Kaseya Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn06/202206/20241,481 — — 
First lien (4)(5) - Undrawn03/202204/2028389 (3)— First lien (4)(5) - Undrawn06/202206/20291,183 (9)— 
1,513 (10)— — %2,664 (9)— — %
Wealth Enhancement Group, LLC
Financial ServicesFirst lien (4)(5) - Undrawn08/202110/20272,480 (6)— — %
Avalara, Inc.
Smile Doctors LLCSmile Doctors LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn06/202303/2025905 — — — %
Safety Borrower Holdings LLCSafety Borrower Holdings LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn10/202210/20282,165 (25)(3)(0.00)%SoftwareFirst lien (4)(5) - Undrawn09/202109/2027256 (1)— %
Coyote Buyer, LLCCoyote Buyer, LLC
Specialty Chemicals & MaterialsSpecialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn03/202002/2025355 (2)— %
Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)Appriss Health Holdings, Inc. (7)
Appriss Health, LLCAppriss Health, LLCAppriss Health, LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn05/202105/2027156 (2)(3)(0.00)%HealthcareFirst lien (4)(5) - Undrawn05/202105/2027312 (2)— — %
Safety Borrower Holdings LLC
Bullhorn, Inc.Bullhorn, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn09/202109/2027384 (2)(4)(0.00)%SoftwareFirst lien (4)(5) - Undrawn09/201909/2026964 (3)— — %
Sun Acquirer Corp.
Consumer ServicesFirst lien (4)(5) - Undrawn09/202109/2023127 — (1)
First lien (4)(5) - Undrawn09/202109/2027481 (5)(5)
608 (5)(6)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
17

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Recorded Future, Inc.
SoftwareFirst lien (4)(5) - Undrawn08/201907/2025$1,630 $(6)$(8)(0.00)%
Calabrio, Inc.
SoftwareFirst lien (4)(5) - Undrawn04/202104/2027309 (2)(11)(0.00)%
DCA Investment Holding, LLC
HealthcareFirst lien (4)(5) - Undrawn12/202212/20231,403 — (13)(0.00)%
KWOR Acquisition, Inc.
Business ServicesFirst lien (4)(5) - Undrawn12/202112/20273,095 (23)(13)(0.00)%
iCIMS, Inc.
SoftwareFirst lien (2)(4)(5) - Undrawn08/202208/20246,765 — — 
AmeriVet Partners Management, Inc.AmeriVet Partners Management, Inc.
Consumer ServicesConsumer ServicesFirst lien (4)(5) - Undrawn02/202202/2024$5,877 $— $— 
First lien (4)(5) - Undrawn08/202208/20282,523 (20)(14)First lien (4)(5) - Undrawn02/202202/20281,214 (5)— 
9,288 (20)(14)(0.00)%7,091 (5)— — %
Trinity Air Consultants Holdings CorporationTrinity Air Consultants Holdings Corporation
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn06/202106/2027727 (5)— 
First lien (4)(5) - Undrawn06/202106/20241,045 — — 
1,772 (5)— — %
Associations, Inc.Associations, Inc.
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn07/202107/20271,772 (6)— — %
Granicus, Inc.Granicus, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn01/202101/2027833 (6)— — %
WEG Sub Intermediate Holdings, LLCWEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLCWealth Enhancement Group, LLC
Financial ServicesFinancial ServicesFirst lien (4)(5) - Undrawn08/202110/20272,480 (6)— — %
IG IntermediateCo LLCIG IntermediateCo LLCIG IntermediateCo LLC
Infogain CorporationInfogain CorporationInfogain Corporation
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn07/202107/20261,854 (9)(14)(0.00)%Business ServicesFirst lien (4)(5) - Undrawn07/202107/20261,854 (9)— — %
Trinity Air Consultants Holdings Corporation
Radwell Parent, LLCRadwell Parent, LLC
Distribution & LogisticsDistribution & LogisticsFirst lien (4)(5) - Undrawn03/202204/2028360 (3)— 
First lien (4)(5) - Undrawn03/202204/20241,124 (7)— 
1,484 (10)— — %
GS Acquisitionco, Inc.GS Acquisitionco, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn02/202005/20261,575 (10)— — %
Relativity ODA LLCRelativity ODA LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn05/202105/20271,439 (12)— — %
Foreside Financial Group, LLCForeside Financial Group, LLC
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn06/202106/2027727 (5)(6)Business ServicesFirst lien (4)(5) - Undrawn05/202209/20271,325 (13)— 
First lien (4)(5) - Undrawn06/202106/20231,145 — (9)First lien (4)(5) - Undrawn05/202205/20243,953 — — 
1,872 (5)(15)(0.00)%5,278 (13)— — %
Galway Borrower LLCGalway Borrower LLCGalway Borrower LLC
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn09/202109/2023340 — (2)Business ServicesFirst lien (4)(5) - Undrawn09/202109/2023340 — — 
First lien (4)(5) - Undrawn09/202109/20271,838 (18)(13)First lien (4)(5) - Undrawn09/202109/20272,341 (17)— 
2,178 (18)(15)(0.00)%2,681 (17)— — %
Relativity ODA LLC
KWOR Acquisition, Inc.KWOR Acquisition, Inc.
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn12/202112/20272,544 (19)— — %
Avalara, Inc.Avalara, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn05/202105/20271,439 (12)(17)(0.00)%SoftwareFirst lien (4)(5) - Undrawn10/202210/20282,165 (24)— — %
FS WhiteWater Borrower, LLC
Consumer ServicesFirst lien (4)(5) - Undrawn12/202112/2027775 (8)(18)(0.00)%
TigerConnect, Inc.
HealthcareFirst lien (2)(4)(5) - Undrawn02/202202/20231,037 — (5)
First lien (4)(5) - Undrawn02/202202/20282,630 (21)(13)
3,667 (21)(18)(0.00)%
GS Acquisitionco, Inc.
SoftwareFirst lien (4)(5) - Undrawn02/202005/20262,362 (8)(21)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
18

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
SoftwareFirst lien (4)(5) - Undrawn06/202206/2024$1,578 $— $(12)
First lien (4)(5) - Undrawn06/202206/20291,578 (11)(12)
3,156 (11)(24)(0.00)%
Ocala Bidco, Inc.
HealthcareFirst lien (4)(5) - Undrawn12/202105/20243,196 — (24)(0.00)%
Pioneer Topco I, L.P. (13)Pioneer Topco I, L.P. (13)Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLCPioneer Buyer I, LLCPioneer Buyer I, LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn11/202111/20274,009 (31)(25)(0.00)%SoftwareFirst lien (4)(5) - Undrawn11/202111/2027$4,008 $(29)$— — %
Community Brands ParentCo, LLC
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
SoftwareSoftwareFirst lien (4)(5) - Undrawn02/202202/2028425 (3)(8)SoftwareFirst lien (4)(5) - Undrawn05/202205/20284,156 (34)— — %
First lien (4)(5) - Undrawn02/202202/2024849 — (17)
1,274 (3)(25)(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn07/202107/2026226 (3)(25)(0.00)%
IG Investments Holdings, LLC
Business ServicesFirst lien (4)(5) - Undrawn09/202109/20273,103 (23)(31)(0.00)%
IMO Investor Holdings, Inc.
OA Buyer, Inc.OA Buyer, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn05/202205/2028384 (4)(7)HealthcareFirst lien (4)(5) - Undrawn12/202112/20285,959 (47)— — %
First lien (4)(5) - Undrawn05/202205/20241,260 — (25)
1,644 (4)(32)(0.00)%
Ministry Brands Holdings, LLC
SoftwareFirst lien (4)(5) - Undrawn12/202112/2027508 (3)(7)
First lien (4)(5) - Undrawn12/202112/20231,975 — (26)
2,483 (3)(33)(0.00)%
Paw Midco, Inc.Paw Midco, Inc.Paw Midco, Inc.
AAH Topco, LLCAAH Topco, LLCAAH Topco, LLC
Consumer ServicesConsumer ServicesFirst lien (4)(5) - Undrawn12/202112/20272,427 (19)(8)Consumer ServicesFirst lien (4)(5) - Undrawn12/202112/20272,427 (18)(2)
First lien (4)(5) - Undrawn12/202112/20237,281 — (25)First lien (4)(5) - Undrawn12/202112/20233,883 — (4)
9,708 (19)(33)(0.00)%6,310 (18)(6)(0.00)%
OA Buyer, Inc.
Pye-Barker Fire & Safety, LLCPye-Barker Fire & Safety, LLC
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn11/202111/20241,998 (30)(6)(0.00)%
Specialtycare, Inc.Specialtycare, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn12/202112/20285,959 (49)(38)(0.00)%HealthcareFirst lien (4)(5) - Undrawn06/202106/2026280 (3)(12)(0.00)%
CFS Management, LLC
HealthcareFirst lien (4)(5) - Undrawn02/202202/2024764 (5)(40)(0.00)%
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Community Brands ParentCo, LLCCommunity Brands ParentCo, LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn05/202205/20284,156 (36)(42)(0.00)%SoftwareFirst lien (4)(5) - Undrawn02/202202/2028424 (3)(5)
First lien (4)(5) - Undrawn02/202202/2024849 — (10)
1,273 (3)(15)(0.00)%
Recorded Future, Inc.Recorded Future, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn08/201907/20251,630 (5)(16)(0.00)%
Sun Acquirer Corp.Sun Acquirer Corp.
Consumer ServicesConsumer ServicesFirst lien (4)(5) - Undrawn09/202109/2023127 — (3)
First lien (4)(5) - Undrawn09/202109/2027526 (5)(14)
653 (5)(17)(0.00)%
Calabrio, Inc.Calabrio, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn04/202104/2027309 (2)(18)(0.00)%
CG Group Holdings, LLCCG Group Holdings, LLC
Specialty Chemicals & MaterialsSpecialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn07/202107/2026226 (3)(18)(0.00)%
IMO Investor Holdings, Inc.IMO Investor Holdings, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn05/202205/2028630 (5)(11)
First lien (4)(5) - Undrawn05/202205/2024920 — (17)
1,550 (5)(28)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
19

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Daxko Acquisition CorporationDaxko Acquisition Corporation
SoftwareSoftwareFirst lien (4)(5) - Undrawn10/202110/2023$708 $(4)$(11)
First lien (4)(5) - Undrawn10/202110/20271,176 (12)(18)
1,884 (16)(29)(0.00)%
IG Investments Holdings, LLCIG Investments Holdings, LLC
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn09/202109/20273,103 (22)(31)(0.00)%
Ministry Brands Holdings, LLCMinistry Brands Holdings, LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn12/202112/2027429 (2)(6)
First lien (4)(5) - Undrawn12/202112/20231,974 — (26)
2,403 (2)(32)(0.00)%
NMC Crimson Holdings, Inc.NMC Crimson Holdings, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn03/202112/20231,959 — (34)(0.00)%
iCIMS, Inc.iCIMS, Inc.
SoftwareSoftwareFirst lien (2)(4)(5) - Undrawn08/202208/20246,506 — — 
First lien (4)(5) - Undrawn08/202208/20282,101 (18)(38)
8,607 (18)(38)(0.00)%
Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)Diamond Parent Holdings Corp. (9)
Diligent CorporationDiligent CorporationDiligent Corporation
SoftwareSoftwareFirst lien (4)(5) - Undrawn08/202008/2025$1,634 $(20)$(46)(0.00)%SoftwareFirst lien (4)(5) - Undrawn08/202008/20251,214 (15)(38)(0.00)%
Daxko Acquisition Corporation
SoftwareFirst lien (4)(5) - Undrawn10/202110/2023708 — (17)
CFS Management, LLCCFS Management, LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn02/202202/2024764 (5)(44)(0.00)%
Beacon Pointe Harmony, LLCBeacon Pointe Harmony, LLC
Financial ServicesFinancial ServicesFirst lien (4)(5) - Undrawn12/202112/20271,057 (8)(22)
First lien (4)(5) - Undrawn10/202110/20271,198 (12)(29)First lien (4)(5) - Undrawn12/202109/20241,300 — (27)
1,906 (12)(46)(0.00)%2,357 (8)(49)(0.00)%
Pye-Barker Fire & Safety, LLC
Business ServicesFirst lien (4)(5) - Undrawn11/202111/20241,998 (35)(48)(0.01)%
Specialtycare, Inc.
HealthcareFirst lien (4)(5) - Undrawn06/202106/2026280 (3)(12)
First lien (4)(5) - Undrawn06/202106/2023930 (9)(40)
1,210 (12)(52)(0.01)%
Foreside Financial Group, LLC
Business ServicesFirst lien (4)(5) - Undrawn05/202209/20271,790 (15)(18)
First lien (4)(5) - Undrawn05/202205/20244,073 — (41)
5,863 (15)(59)(0.01)%
OB Hospitalist Group, Inc.
HealthcareFirst lien (4)(5) - Undrawn09/202109/20271,548 (15)(63)(0.01)%
MRI Software LLCMRI Software LLCMRI Software LLC
SoftwareSoftwareFirst lien (4)(5) - Undrawn01/202002/20261,170 (3)(29)SoftwareFirst lien (4)(5) - Undrawn02/202208/2023905 — (22)
First lien (4)(5) - Undrawn02/202208/20231,402 — (35)First lien (4)(5) - Undrawn01/202002/20261,170 (3)(28)
2,572 (3)(64)(0.01)%2,075 (3)(50)(0.01)%
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (4)(5) - Undrawn12/202112/20271,057 (8)(25)
First lien (4)(5) - Undrawn12/202106/20232,142 — (50)
3,199 (8)(75)(0.01)%
AmeriVet Partners Management, Inc.
FS WhiteWater Borrower, LLCFS WhiteWater Borrower, LLC
Consumer ServicesConsumer ServicesFirst lien (4)(5) - Undrawn02/202202/20281,214 (5)(11)Consumer ServicesFirst lien (4)(5) - Undrawn12/202112/20272,384 (18)(50)(0.01)%
First lien (4)(5) - Undrawn02/202202/20247,035 — (66)
8,249 (5)(77)(0.01)%
Businessolver.com, Inc.
SoftwareFirst lien (4)(5) - Undrawn12/202112/20236,054 — (79)(0.01)%
DOCS, MSO, LLC
OB Hospitalist Group, Inc.OB Hospitalist Group, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn06/202206/20281,976 — (17)HealthcareFirst lien (4)(5) - Undrawn09/202109/20271,413 (14)(59)(0.01)%
First lien (4)(5) - Undrawn06/202206/20247,412 — (65)
9,388 — (82)(0.01)%
The accompanying notes are an integral part of these consolidated financial statements.
20

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
TigerConnect, Inc.TigerConnect, Inc.
HealthcareHealthcareFirst lien (2)(4)(5) - Undrawn02/202202/2024$873 $— $(16)
First lien (4)(5) - Undrawn02/202202/20282,630 (20)(49)
3,503 (20)(65)(0.01)%
ACI Parent Inc. (11)ACI Parent Inc. (11)
ACI Group Holdings, Inc.ACI Group Holdings, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn08/202108/20271,144 (8)(34)
First lien (4)(5) - Undrawn08/202108/20242,095 — (63)
3,239 (8)(97)(0.01)%
USRP Holdings, Inc.USRP Holdings, Inc.USRP Holdings, Inc.
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn07/202107/2027$432 $(3)$(13)Business ServicesFirst lien (4)(5) - Undrawn07/202107/2027432 (3)(14)
First lien (4)(5) - Undrawn07/202107/20232,710 — (79)First lien (4)(5) - Undrawn07/202107/20232,710 — (89)
3,142 (3)(92)(0.01)%3,142 (3)(103)(0.01)%
Project Essential Topco, Inc. (8)Project Essential Topco, Inc. (8)Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.Project Essential Bidco, Inc.Project Essential Bidco, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn04/202104/20272,259 (13)(108)(0.01)%SoftwareFirst lien (4)(5) - Undrawn04/202104/20272,259 (13)(108)(0.01)%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
HealthcareFirst lien (4)(5) - Undrawn08/202108/20271,144 (8)(44)
Fortis Solutions Group, LLCFortis Solutions Group, LLC
PackagingPackagingFirst lien (4)(5) - Undrawn10/202110/20272,538 (25)(41)
First lien (4)(5) - Undrawn08/202108/20232,366 — (91)First lien (4)(5) - Undrawn06/202206/20244,971 — (80)
3,510 (8)(135)(0.01)%7,509 (25)(121)(0.01)%
YLG Holdings, Inc.YLG Holdings, Inc.
Business ServicesBusiness ServicesFirst lien (4)(5) - Undrawn10/202110/20235,290 — (139)(0.01)%
Allworth Financial Group, L.P.Allworth Financial Group, L.P.Allworth Financial Group, L.P.
Financial ServicesFinancial ServicesFirst lien (4)(5) - Undrawn01/202212/20261,573 (12)(57)Financial ServicesFirst lien (4)(5) - Undrawn01/202212/20261,573 (11)(65)
First lien (4)(5) - Undrawn01/202201/20242,789 — (101)First lien (4)(5) - Undrawn01/202201/20242,022 — (83)
4,362 (12)(158)(0.01)%3,595 (11)(148)(0.01)%
Fortis Solutions Group, LLC
PackagingFirst lien (4)(5) - Undrawn10/202110/20272,537 (25)(56)
First lien (4)(5) - Undrawn06/202206/20244,971 — (110)
7,508 (25)(166)(0.02)%
CCBlue Bidco, Inc.CCBlue Bidco, Inc.CCBlue Bidco, Inc.
HealthcareHealthcareFirst lien (4)(5) - Undrawn12/202112/20235,826 — (171)(0.02)%HealthcareFirst lien (4)(5) - Undrawn12/202112/20235,827 — (169)(0.02)%
YLG Holdings, Inc.
Business ServicesFirst lien (4)(5) - Undrawn10/202110/20236,474 — (188)(0.02)%
Diamondback Acquisition, Inc.
SoftwareFirst lien (4)(5) - Undrawn09/202109/20237,203 — (190)(0.02)%
Notorious Topco, LLC
Consumer ProductsFirst lien (4)(5) - Undrawn11/202111/20232,409 — (108)
First lien (4)(5) - Undrawn11/202105/20272,891 (22)(130)
5,300 (22)(238)(0.03)%
PDQ.com CorporationPDQ.com CorporationPDQ.com Corporation
SoftwareSoftwareFirst lien (4)(5) - Undrawn12/202108/202312,686 — (275)(0.03)%SoftwareFirst lien (4)(5) - Undrawn12/202108/202310,286 — (211)(0.02)%
GraphPAD Software, LLCGraphPAD Software, LLCGraphPAD Software, LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn04/202104/20271,500 (5)(18)HealthcareFirst lien (4)(5) - Undrawn04/202104/20271,500 (5)(30)
First lien (4)(5) - Undrawn12/202111/20239,932 (38)(283)First lien (4)(5) - Undrawn12/202111/20239,932 (36)(202)
11,432 (43)(301)(0.03)%11,432 (41)(232)(0.02)%
DOCS, MSO, LLCDOCS, MSO, LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn06/202206/20281,977 — (56)
First lien (4)(5) - Undrawn06/202206/20247,412 — (211)
9,389 — (267)(0.02)%
The accompanying notes are an integral part of these consolidated financial statements.
21

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
Portfolio Company, Location and Industry (1)Type of InvestmentReference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration Date Principal
Amount,
Par Value
or Shares
 Cost Fair
Value
Percent of
Members' Capital
DECA Dental Holdings LLCDECA Dental Holdings LLCDECA Dental Holdings LLC
HealthcareHealthcareFirst lien (4)(5) - Undrawn08/202108/2027$153 $(2)$(8)HealthcareFirst lien (4)(5) - Undrawn08/202108/2027$153 $(2)$(6)
First lien (4)(5) - Undrawn08/202108/20236,874 — (373)First lien (4)(5) - Undrawn08/202108/20236,875 — (278)
7,027 (2)(381)(0.03)%7,028 (2)(284)(0.03)%
Notorious Topco, LLCNotorious Topco, LLC
Consumer ProductsConsumer ProductsFirst lien (4)(5) - Undrawn11/202111/20232,409 — (167)
First lien (4)(5) - Undrawn11/202105/20273,373 (25)(234)
5,782 (25)(401)(0.05)%
Diamondback Acquisition, Inc.Diamondback Acquisition, Inc.
SoftwareSoftwareFirst lien (4)(5) - Undrawn09/202109/20237,203 — (591)(0.06)%
Total Unfunded Debt Investments - United StatesTotal Unfunded Debt Investments - United States$204,030 $(639)$(3,659)(0.33)%Total Unfunded Debt Investments - United States$191,353 $(612)$(3,526)(0.32)%
Unfunded Debt Investments - NetherlandsUnfunded Debt Investments - NetherlandsUnfunded Debt Investments - Netherlands
Tahoe Finco, LLC**Tahoe Finco, LLC**Tahoe Finco, LLC**
Information TechnologyInformation TechnologyFirst lien (4)(5) - Undrawn10/202110/2027$2,460 $(19)$(13)(0.00)%Information TechnologyFirst lien (4)(5) - Undrawn10/202110/2027$2,460 $(18)$(19)0.00 %
Total Unfunded Debt Investments - NetherlandsTotal Unfunded Debt Investments - Netherlands$2,460 $(19)$(13)(0.00)%Total Unfunded Debt Investments - Netherlands$2,460 $(18)$(19)0.00 %
Total Unfunded Debt InvestmentsTotal Unfunded Debt Investments$206,490 $(658)$(3,672)(0.33)%Total Unfunded Debt Investments$193,813 $(630)$(3,545)(0.32)%
Total Non-Controlled/Non-Affiliated InvestmentsTotal Non-Controlled/Non-Affiliated Investments$2,105,275 $2,055,152 187.82 %Total Non-Controlled/Non-Affiliated Investments$2,122,329 $2,077,302 189.30 %
Total InvestmentsTotal Investments$2,105,275 $2,055,152 187.82 %Total Investments$2,122,329 $2,077,302 189.30 %
(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, and the lenders party thereto. 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.
(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), 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,June 30, 2023.
(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.,LLC, that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.
The accompanying notes are an integral part of these consolidated financial statements.
22

Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
June 30, 2023
(in thousands, except shares)
(unaudited)

(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.
(14)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
The accompanying notes are an integral part of these consolidated financial statements.
22

Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(in thousands, except shares)
(unaudited)

*    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,June 30, 2023, 4.25%4.22% 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.
23

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
March 31,June 30, 2023
(unaudited)

 March 31,June 30, 2023
Investment TypePercent of Total
Investments at Fair Value
First lien77.2177.05 %
Second lien16.9016.81 %
Subordinated1.501.66 %
Equity and other4.394.48 %
Total investments100.00 %


 March 31,June 30, 2023
Industry TypePercent of Total
Investments at Fair Value
Software37.7937.73 %
Business Services21.5321.59 %
Healthcare19.2019.13 %
Consumer Services5.996.06 %
Financial Services3.91 %
Distribution & Logistics3.90 %
Financial Services3.723.89 %
Consumer Products2.101.99 %
Education1.691.65 %
Information Technology1.591.57 %
Packaging1.411.40 %
Specialty Chemicals & Materials0.860.87 %
Business Products0.220.21 %
Total investments100.00 %

 
 March 31,June 30, 2023
Interest Rate TypePercent of Total
Investments at Fair Value
Floating rates95.3495.10 %
Fixed rates4.664.90 %
Total investments100.00 %
The accompanying notes are an integral part of these consolidated financial statements.
24

Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments
December 31, 2022
(in thousands, except shares)
Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Recorded Future, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.25%9.98%12/202107/2025$42,075 $41,920 $41,722 
First lien (4)L(Q)+5.25%9.98%08/201907/202513,380 13,324 13,267 
55,455 55,244 54,989 5.04 %
GS Acquisitionco, Inc.
SoftwareFirst lien (2)(4)SOFR(Q)+5.75%9.92%02/202005/202644,167 44,021 43,774 
First lien (4)SOFR(Q)+5.75%9.92%02/202005/20269,239 9,231 9,158 
53,406 53,252 52,932 4.85 %
Bottomline Technologies, Inc.
SoftwareFirst lien (4)SOFR(M)+5.50%9.82%05/202205/202949,747 49,286 49,251 4.51 %
OA Buyer, Inc.
HealthcareFirst lien (2)(4)L(M)+5.75%10.13%12/202112/202846,332 45,923 45,957 
First lien (2)(4)L(M)+5.75%10.13%05/202212/20282,933 2,906 2,909 
49,265 48,829 48,866 4.48 %
Notorious Topco, LLC
Consumer ProductsFirst lien (2)(4)SOFR(Q)+6.75%10.99%11/202111/202741,264 41,001 40,571 
First lien (4)(5) - DrawnSOFR(Q)+6.75%10.99%11/202111/20273,596 3,557 3,535 
First lien (4)(5) - DrawnSOFR(Q)+6.75%10.99%11/202105/2027602 603 592 
45,462 45,161 44,698 4.10 %
Wealth Enhancement Group, LLC
Financial ServicesFirst lien (4)SOFR(S)+6.00%10.00%08/202110/202739,674 39,565 39,420 
First lien (4)SOFR(S)+6.00%9.41%01/202210/20273,090 3,064 3,071 
First lien (4)SOFR(S)+6.00%10.46%01/202210/20272,072 2,055 2,059 
44,836 44,684 44,550 4.08 %
CCBlue Bidco, Inc.
HealthcareFirst lien (2)(4)L(Q)*+3.50% +2.75%/PIK10.98%12/202112/202841,119 40,769 40,296 
First lien (4)(5) - DrawnL(Q)*+3.50% +2.75%/PIK10.98%12/202112/20282,137 2,119 2,095 
43,256 42,888 42,391 3.88 %
Diamondback Acquisition, Inc.
SoftwareFirst lien (2)(4)L(M)+5.50%9.88%09/202109/202842,628 42,266 41,647 3.82 %
Paw Midco, Inc.
AAH Topco, LLC
Consumer ServicesFirst lien (2)(4)L(M)+5.50%9.89%12/202112/202720,184 20,011 19,934 
First lien (4)(5) - DrawnL(M)+5.50%9.82%12/202112/202710,855 10,764 10,720 
Subordinated (4)Fixed(Q)*+11.50%/PIK11.50%12/202112/203110,721 10,589 10,218 
41,760 41,364 40,872 3.74 %
KWOR Acquisition, Inc.
Business ServicesFirst lien (2)(4)L(M)+5.25%9.64%12/202112/202840,596 40,329 40,207 3.68 %
Anaplan, Inc.
SoftwareFirst lien (2)(4)SOFR(M)+6.50%10.82%06/202206/202940,440 40,059 40,036 3.67 %
The accompanying notes are an integral part of these consolidated financial statements.
25

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
IG Investments Holdings, LLC
Business ServicesFirst lien (2)(4)L(M)+6.00%10.38%09/202109/2028$39,340 $39,004 $38,797 
First lien (4)(5) - DrawnL(M)+6.00%10.39%09/202109/20271,241 1,235 1,224 
40,581 40,239 40,021 3.67 %
Al Altius US Bidco, Inc.
Business ServicesFirst lien (2)(4)L(S)+5.50%10.65%12/202112/202838,500 38,161 38,100 3.49 %
Galway Borrower LLC
Business ServicesFirst lien (2)(4)L(Q)+5.25%9.98%09/202109/202832,456 32,179 31,936 
First lien (4)L(Q)+5.25%9.98%09/202109/20284,353 4,303 4,283 
36,809 36,482 36,219 3.32 %
Auctane Inc. (fka Stamps.com Inc.)
SoftwareFirst lien (2)(4)L(M)+5.75%10.13%10/202110/202819,776 19,607 19,440 
First lien (2)(4)L(M)+5.75%10.13%12/202110/202814,330 14,205 14,087 
34,106 33,812 33,527 3.07 %
DECA Dental Holdings LLC
HealthcareFirst lien (2)(4)L(Q)+5.75%10.48%08/202108/202828,666 28,424 27,433 
First lien (4)(5) - DrawnL(Q)+5.75%10.48%08/202108/20283,017 2,993 2,888 
First lien (4)(5) - DrawnL(Q)+5.75%10.48%08/202108/20271,986 1,971 1,901 
33,669 33,388 32,222 2.95 %
Associations, Inc.
Business ServicesFirst lien (2)(4)SOFR(Q)*+4.00% +2.50%/PIK10.36%07/202107/202717,893 17,829 17,893 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.26%07/202107/20274,405 4,388 4,405 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK11.28%07/202107/20274,405 4,388 4,405 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK10.97%07/202107/20272,660 2,650 2,660 
First lien (4)SOFR(Q)*+4.00% +2.50%/PIK10.49%07/202107/20272,116 2,108 2,116 
31,479 31,363 31,479 2.88 %
Sun Acquirer Corp.
Consumer ServicesFirst lien (2)(4)L(M)+5.75%10.13%12/202109/202824,750 24,531 24,334 
First lien (2)(4)L(M)+5.75%10.13%09/202109/20283,985 3,955 3,918 
First lien (4)(5) - DrawnL(M)+5.75%10.13%09/202109/20282,791 2,760 2,744 
31,526 31,246 30,996 2.84 %
iCIMS, Inc.
SoftwareFirst lien (2)(4)SOFR(Q)*+3.38% +3.88%/PIK11.52%08/202208/202826,488 26,267 26,258 
First lien (4)SOFR(Q)+7.25%11.52%10/202208/20284,508 4,470 4,474 
30,996 30,737 30,732 2.82 %
The accompanying notes are an integral part of these consolidated financial statements.
26

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
IG IntermediateCo LLC
Infogain Corporation
Business ServicesSubordinated (4)SOFR(Q)+8.25%12.93%07/202207/2029$20,105 $19,865 $19,640 
First lien (2)(4)SOFR(M)+5.75%10.17%07/202107/20289,152 9,094 8,981 
First lien (2)(4)SOFR(M)+5.75%10.17%07/202207/20281,580 1,565 1,550 
First lien (4)(5) - DrawnSOFR(M)+5.75%10.17%07/202107/2026517 517 508 
31,354 31,041 30,679 2.81 %
CFS Management, LLC
HealthcareFirst lien (2)(4)SOFR(Q)*+6.25% +0.75%/PIK11.84%08/201907/202424,251 24,178 22,644 
First lien (4)SOFR(Q)*+6.25% +0.75%/PIK11.84%09/202107/20245,695 5,675 5,317 
First lien (4)SOFR(Q)*+6.25% +0.75%/PIK11.84%08/201907/20242,166 2,162 2,022 
First lien (4)(5) - DrawnSOFR(Q)*+6.25% +0.75%/PIK11.84%02/202207/2024372 372 347 
32,484 32,387 30,330 2.78 %
Ocala Bidco, Inc.
HealthcareFirst lien (2)(4)L(Q)*+3.50% +2.75%/PIK10.95%12/202111/202830,644 30,312 30,291 2.78 %
FS WhiteWater Borrower, LLC
Consumer ServicesFirst lien (2)(4)L(Q)+5.75%10.48%12/202112/202717,700 17,548 17,215 
First lien (4)L(Q)+5.75%10.48%12/202112/20275,941 5,890 5,777 
First lien (4)L(Q)+5.75%10.48%12/202112/20275,904 5,853 5,742 
First lien (4)(5) - DrawnL(Q)+5.75%10.50%12/202112/2027834 830 811 
30,379 30,121 29,545 2.71 %
GraphPAD Software, LLC
HealthcareFirst lien (2)(4)L(Q)+5.50%10.23%12/202104/202718,027 17,95317,708
First lien (2)(4)L(Q)+5.50%10.23%04/202104/202710,343 10,30210,159
First lien (2)(4)L(Q)+5.50%10.23%10/202104/20271,590 1,5841,562
29,960 29,83929,4292.70 %
Fortis Solutions Group, LLC
PackagingFirst lien (2)(4)L(Q)+5.50%10.23%10/202110/202820,872 20,69320,384
First lien (4)L(Q)+5.50%10.23%10/202110/20288,403 8,3328,206
First lien (4)(5) - DrawnL(S)+5.00%10.83%10/202110/2027390 392381
29,665 29,41728,9712.65 %
Foreside Financial Group, LLC
Business ServicesFirst lien (2)(4)L(M)+5.50%9.88%05/202209/202727,313 27,06527,039
First lien (4)L(M)+5.50%9.88%05/202209/20271,770 1,7541,752
29,083 28,81928,7912.64 %
Icebox Holdco III, Inc.
Distribution & LogisticsSecond lien (2)(4)L(Q)+6.75%11.48%12/202112/202930,000 29,86428,5502.62 %
Pye-Barker Fire & Safety, LLC
Business ServicesFirst lien (4)L(Q)+5.50%10.23%11/202111/202724,060 23,84623,373
First lien (4)L(Q)+5.50%10.23%05/202111/20274,938 4,9044,797
First lien (4)(5) - DrawnL(Q)+5.50%10.23%11/202111/2024346 345336
29,344 29,09528,5062.61 %
The accompanying notes are an integral part of these consolidated financial statements.
27

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
SoftwareFirst lien (4)L(Q)*+7.00%/PIK11.73%11/202111/2028$24,416 $24,224 $24,099 
First lien (4)L(Q)*+7.00%/PIK11.73%03/202211/20283,346 3,3193,303
27,762 27,54327,4022.51 %
OEC Holdco, LLC (12)
OEConnection LLC
SoftwareSecond lien (2)(4)SOFR(M)+7.00%11.42%12/202109/202719,234 19,07018,644
Second lien (2)(4)SOFR(M)+7.00%11.42%09/201909/20277,677 7,6257,441
26,911 26,69526,0852.39 %
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
SoftwareFirst lien (2)(4)SOFR(Q)+5.75%10.33%06/202206/202925,847 25,66425,4692.33 %
Bullhorn, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.75%10.48%09/201909/202618,848 18,76318,848
First lien (4)L(Q)+5.75%10.48%10/202109/20262,690 2,6852,690
First lien (2)(4)L(Q)+5.75%10.48%10/202109/20261,205 1,2021,205
First lien (4)L(Q)+5.75%10.48%09/201909/2026872 868872
First lien (4)(5) - DrawnL(Q)+5.75%10.48%09/201909/2026443 443443
First lien (4)L(Q)+5.75%10.48%09/201909/2026391 389391
First lien (4)L(Q)+5.75%10.48%09/201909/2026312 310312
24,761 24,66024,7612.27 %
Idera, Inc.
SoftwareSecond lien (4)L(Q)+6.75%10.50%03/202103/202926,250 26,29624,6962.26 %
Businessolver.com, Inc.
SoftwareFirst lien (2)(4)L(S)+5.50%9.67%12/202112/202724,410 24,30624,068
First lien (4)(5) - DrawnL(S)+5.50%9.88%12/202112/2027566 564558
24,976 24,87024,6262.26 %
Eisner Advisory Group LLC
Financial ServicesFirst lien (2)(4)SOFR(M)+5.25%9.69%08/202107/202825,317 25,21124,1932.22 %
TRC Companies L.L.C. (fka. Energize Holdco LLC)
Business ServicesSecond lien (2)(4)L(M)+6.75%11.13%11/202112/202924,900 24,78723,4532.15 %
MRI Software LLC
SoftwareFirst lien (2)(4)L(Q)+5.50%10.23%01/202002/202616,375 16,32816,004
First lien (2)(4)L(Q)+5.50%10.23%03/202102/20264,644 4,6364,540
First lien (4)L(Q)+5.50%10.23%03/202102/20262,054 2,0502,008
First lien (4)L(Q)+5.50%10.23%01/202002/2026473 472462
23,546 23,48623,0142.11 %
Diamond Parent Holdings Corp. (9)
Diligent Corporation
SoftwareFirst lien (2)(4)L(M)+5.75%10.13%03/202108/20258,373 8,3468,272
First lien (2)(4)L(M)+6.25%10.63%08/202008/20257,374 7,3227,374
First lien (2)(4)L(M)+5.75%10.13%03/202108/20254,669 4,6544,613
First lien (4)(5) - DrawnL(M)+6.25%10.63%08/202008/2025700 712700
First lien (4)L(M)+6.25%10.63%08/202008/2025617 613609
First lien (4)L(M)+6.25%10.63%08/202008/2025389 386389
22,122 22,03321,9572.01 %
Avalara, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
28

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
SoftwareFirst lien (4)SOFR(Q)+7.25%11.83%10/202210/202821,654 21,39021,4671.97 %
Bluefin Holding, LLC
SoftwareSecond lien (2)(4)L(Q)+7.75%12.48%09/201909/2027$22,000 $22,000 $21,190 1.94 %
DOCS, MSO, LLC
HealthcareFirst lien (2)(4)SOFR(S)+5.75%10.54%06/202206/202821,195 21,19520,6141.89 %
OB Hospitalist Group, Inc.
HealthcareFirst lien (2)(4)L(Q)+5.50%10.23%09/202109/202719,319 19,15918,711
First lien (4)(5) - DrawnL(Q)+5.50%10.17%09/202109/2027875 871847
20,194 20,03019,5581.79 %
KAMC Holdings, Inc
Business ServicesSecond lien (2)(4)L(Q)+8.00%12.65%08/201908/202722,500 22,38819,1251.75 %
Daxko Acquisition Corporation
SoftwareFirst lien (2)(4)L(M)+5.50%9.88%10/202110/202817,748 17,59617,251
First lien (4)L(M)+5.50%9.88%10/202110/20281,495 1,4821,453
First lien (4)(5) - DrawnP(Q)+4.50%12.00%10/202110/202744 4743
19,287 19,12518,7471.72 %
Foundational Education Group, Inc.
EducationSecond lien (4)SOFR(Q)+6.50%11.34%08/202108/202919,706 19,63618,2261.67 %
TigerConnect, Inc.
HealthcareFirst lien (2)(4)SOFR(Q)*+3.63% +3.63%/PIK11.49%02/202202/202818,409 18,24717,967
First lien (2)(4)(5) - DrawnSOFR(Q)*+3.63% +3.63%/PIK11.49%02/202202/2028171 171166
18,580 18,41818,1331.66 %
HS Purchaser, LLC / Help/Systems Holdings, Inc.
SoftwareSecond lien (4)SOFR(Q)+6.75%10.94%05/202111/202718,882 18,88217,9661.65 %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.75%9.99%04/202104/202817,354 17,23216,8201.54 %
MED Parentco, LP
HealthcareSecond lien (2)L(M)+8.25%12.63%08/201908/202722,000 21,88916,5881.52 %
Relativity ODA LLC
SoftwareFirst lien (4)L(M)*+7.50%/PIK11.89%05/202105/202716,484 16,34516,4841.51 %
Granicus, Inc.
SoftwareFirst lien (2)(4)L(M)*+5.50% +1.50%/PIK11.14%01/202101/202710,641 10,58310,641
First lien (4)L(M)*+5.50% +1.50%/PIK11.14%01/202101/20272,980 2,9632,980
First lien (4)L(M)+6.00%10.14%04/202101/20272,290 2,2722,290
First lien (4)(5) - DrawnL(M)+6.50%10.69%01/202101/2027405 405405
16,316 16,22316,3161.49 %
EAB Global, Inc.
EducationSecond lien (4)L(Q)+6.50%10.69%08/202108/202916,548 16,33216,0231.47 %
AmeriVet Partners Management, Inc.
Consumer ServicesFirst lien (4)SOFR(Q)+5.50%10.23%02/202202/202813,758 13,69713,482
First lien (4)SOFR(Q)+5.50%10.23%02/202202/20282,480 2,4692,430
16,238 16,16615,9121.46 %
The accompanying notes are an integral part of these consolidated financial statements.
29

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
DCA Investment Holding, LLC
HealthcareFirst lien (2)(4)SOFR(Q)+6.41%10.39%03/202104/2028$9,520 $9,464 $9,336 
First lien (4)SOFR(M)+6.41%10.73%02/202204/20284,997 4,9754,900
First lien (4)(5) - DrawnSOFR(S)+6.41%10.14%03/202104/20281,374 1,3651,347
15,891 15,80415,5831.43 %
USRP Holdings, Inc.
Business ServicesFirst lien (2)(4)L(Q)+5.50%10.23%07/202107/202713,123 13,01412,698
First lien (4)L(Q)+5.50%10.23%07/202107/20271,863 1,8481,802
14,986 14,86214,5001.33 %
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (2)(4)SOFR(M)+5.25%9.38%12/202112/202810,139 10,0509,855
First lien (4)(5) - DrawnSOFR(Q)+5.25%9.44%12/202112/20282,452 2,4312,384
12,591 12,48112,2391.12 %
VT Topco, Inc.
Business ServicesSecond lien (4)L(M)+6.75%11.13%07/202107/20267,837 7,8157,608
Second lien (2)(4)L(M)+6.75%11.13%08/202007/20264,475 4,2304,344
12,312 12,04511,9521.10 %
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
HealthcareFirst lien (2)(4)L(M)*+4.50% +1.25%/PIK10.13%08/202108/202810,737 10,64710,376
First lien (4)(5) - DrawnL(M)*+4.50% +1.25%/PIK10.13%08/202108/20281,381 1,3701,334
First lien (4)(5) - DrawnL(M)+5.50%9.88%08/202108/2027126 127122
12,244 12,14411,8321.08 %
NMC Crimson Holdings, Inc.
HealthcareFirst lien (2)(4)L(Q)+6.00%9.74%03/202103/202811,101 10,97011,023
First lien (4)(5) - DrawnL(M)+6.00%10.39%03/202103/2028751 742746
11,852 11,71211,7691.08 %
Syndigo LLC
SoftwareSecond lien (4)L(S)+8.00%13.21%12/202012/202812,500 12,43911,7041.07 %
Specialtycare, Inc.
HealthcareFirst lien (2)(4)L(Q)+5.75%9.49%06/202106/202811,728 11,61211,235
First lien (4)(5) - DrawnL(M)+4.00%8.29%06/202106/2026106 106102
First lien (4)(5) - DrawnL(Q)+5.75%9.76%06/202106/202884 9181
11,918 11,80911,4181.05 %
DG Investment Intermediate Holdings 2, Inc.
Business ServicesSecond lienSOFR(M)+6.75%11.07%03/202103/202912,188 12,16210,8320.99 %
GC Waves Holdings, Inc.
Financial ServicesFirst lien (2)(4)L(M)+5.50%9.88%08/202108/202610,551 10,47110,4240.96 %
New Trojan Parent, Inc.
HealthcareSecond lien (4)L(M)+7.25%11.63%01/202101/202913,238 13,1839,9430.91 %
Maverick Bidco Inc.
SoftwareSecond lien (4)L(Q)+6.75%11.16%04/202105/202910,200 10,1769,8220.90 %
CRCI Longhorn Holdings, Inc.
Business ServicesSecond lien (4)L(M)+7.25%11.63%07/202108/202610,000 9,9819,5310.87 %
Coyote Buyer, LLC
The accompanying notes are an integral part of these consolidated financial statements.
30

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Specialty Chemicals & MaterialsFirst lien (2)(4)L(Q)+6.00%10.41%03/202002/2026$8,061 $8,038 $8,061 
First lien (2)(4)L(Q)+8.00%12.73%10/202008/20261,451 1,4411,451
9,512 9,4799,5120.87 %
KPSKY Acquisition Inc.
Business ServicesFirst lien (2)(4)L(M)+5.50%9.89%10/202110/20288,589 8,5168,212
First lien (4)P(Q)+4.50%12.00%10/202110/2028988 979944
9,577 9,4959,1560.84 %
Huskies Parent, Inc.
SoftwareFirst lien (2)(4)L(Q)+5.50%10.23%12/202111/20288,461 8,4058,331
First lien (4)(5) - DrawnL(Q)+5.50%10.23%12/202111/2027511 508503
8,972 8,9138,8340.81 %
Trinity Air Consultants Holdings Corporation
Business ServicesFirst lien (2)(4)L(S)+5.25%10.18%06/202106/20277,449 7,3907,389
First lien (4)(5) - DrawnL(S)+5.25%9.40%06/202106/20271,399 1,3871,388
8,848 8,7778,7770.80 %
Radwell Parent, LLC
Distribution & LogisticsFirst lien (4)SOFR(Q)+6.53%11.21%03/202204/20298,385 8,3278,3220.76 %
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst lien (2)(4)L(Q)*+5.25% +2.00%/PIK11.98%07/202107/20278,317 8,2437,411
First lien (4)(5) - DrawnL(M)*+5.25% +2.00%/PIK11.63%07/202107/2026916 910817
9,233 9,1538,2280.74 %
RealPage, Inc.
SoftwareSecond lienL(M)+6.50%10.88%02/202104/20298,388 8,3358,1050.74 %
Smile Doctors LLC
HealthcareFirst lien (4)L(Q)+5.75%10.48%02/202212/20287,409 7,3757,371
First lien (4)L(Q)+5.75%10.46%02/202212/2028534 528532
7,943 7,9037,9030.72 %
Mamba Purchaser, Inc.
HealthcareSecond lien (4)L(M)+6.50%10.89%09/202110/20298,709 8,6597,6940.70 %
Allworth Financial Group, L.P.
Financial ServicesFirst lien (2)(4)SOFR(M)+4.75%9.17%01/202212/20265,096 5,0544,956
First lien (4)SOFR(M)+4.75%9.17%01/202212/20261,542 1,5271,500
First lien (4)(5) - DrawnSOFR(M)+4.75%9.17%01/202212/20261,248 1,2371,213
7,886 7,8187,6690.70 %
Ministry Brands Holdings, LLC
SoftwareFirst lien (2)(4)L(M)+5.50%9.88%12/202112/20287,009 6,9786,887
First lien (4)(5) - DrawnL(Q)+5.50%10.24%12/202112/2027339 338333
7,348 7,3167,2200.66 %
PDQ.com Corporation
SoftwareFirst lien (2)(4)SOFR(Q)+4.75%9.43%12/202108/20275,657 5,6335,524
First lien (4)(5) - DrawnL(Q)+4.75%9.02%12/202108/20271,598 1,5911,560
7,255 7,2247,0840.65 %
AG Parent Holdings, LLC
HealthcareFirst lien (2)L(M)+5.00%9.38%07/201907/20267,275 7,254 7,061 0.65 %
The accompanying notes are an integral part of these consolidated financial statements.
31

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Community Brands ParentCo, LLC
SoftwareFirst lien (4)SOFR(M)+5.75%10.17%02/202202/2028$7,163 $7,100 $6,928 0.63 %
Safety Borrower Holdings LLC
SoftwareFirst lien (2)(4)L(S)+5.25%10.41%09/202109/20275,701 5,6785,608
First lien (4)L(S)+5.25%10.41%09/202109/20271,273 1,2681,253
6,974 6,9466,8610.63 %
USIC Holdings, Inc.
Business ServicesSecond lienL(M)+6.50%10.88%05/202105/20297,000 6,9706,5800.60 %
Calabrio, Inc.
SoftwareFirst lien (4)L(Q)+7.00%11.73%04/202104/20275,979 5,9455,979
First lien (4)(5) - DrawnL(Q)+7.00%11.75%04/202104/2027411 410411
6,390 6,3556,3900.59 %
TMK Hawk Parent, Corp.
Distribution & LogisticsFirst lien (2)(4)L(Q)+3.50%8.26%09/201908/20247,254 6,7584,715
First lien (4)L(Q)+3.50%8.26%09/202208/20242,487 1,5661,617
9,741 8,3246,3320.58 %
Therapy Brands Holdings LLC
SoftwareSecond lien (2)(4)L(M)+6.75%11.10%05/202105/20296,000 5,9665,7840.53 %
IMO Investor Holdings, Inc.
HealthcareFirst lien (2)(4)SOFR(S)+6.00%10.62%05/202205/20295,277 5,2285,224
First lien (4)(5) - DrawnSOFR(S)+6.00%10.61%05/202205/2028120 119118
5,397 5,3475,3420.49 %
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
HealthcareFirst lien (4)L(M)+7.25%11.54%05/202105/20274,676 4,6404,6760.43 %
Vectra Co.
Business ProductsSecond lien (4)L(M)+7.25%11.63%06/202003/20266,248 5,9904,0560.37 %
Cloudera, Inc.
SoftwareSecond lienL(M)+6.00%10.38%08/202110/20294,006 3,9983,3600.31 %
MH Sub I, LLC (Micro Holding Corp.)
SoftwareSecond lienSOFR(Q)+6.25%10.65%02/202102/20293,000 2,9942,7180.25 %
YLG Holdings, Inc.
Business ServicesFirst lien (4)(5) - DrawnL(S)+5.00%9.90%10/202110/20252,497 2,4792,4310.22 %
Alegeus Technologies Holding Corp.
HealthcareFirst lien (2)(4)L(A)+8.25%10.95%08/201909/20242,134 2,1262,1340.20 %
Kele Holdco, Inc.
Distribution & LogisticsFirst lien (2)(4)L(M)+5.25%9.42%12/202102/20261,856 1,8491,8560.17 %
Virtusa Corporation
SoftwareSubordinatedFixed(S)7.13%7.13%07/202212/20281,000 8117640.07 %
Total Funded Debt Investments - United States$1,942,644 $1,927,998 $1,880,978 172.33 %
Funded Debt Investments - United Kingdom
Trident Bidco Limited**
Business ServicesFirst lien (2)(4)SOFR(Q)+5.25%9.07%06/202206/2029$19,553 $19,371 $19,129 
First lien (2)(4)SOFR(Q)+5.25%9.07%09/202206/20293,496 3,4623,420
23,049 22,83322,5492.06 %
The accompanying notes are an integral part of these consolidated financial statements.
32

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Aston FinCo S.a r.l. / Aston US Finco, LLC**
SoftwareSecond lien (2)(4)L(M)+8.25%12.63%10/201910/2027$22,500 $22,384 $22,433 2.06 %
Total Funded Debt Investments - United Kingdom$45,549 $45,217 $44,982 4.12 %
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information TechnologyFirst lien (2)(4)L(M)+6.00%10.29%10/202109/2028$32,801 $32,521 $32,273 2.96 %
Total Funded Debt Investments - Netherlands$32,801 $32,521 $32,273 2.96 %
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business ServicesSecond lien (2)(4)L(M)+8.00%12.38%09/201905/2027$12,000 $12,000 $11,536 1.06 %
Total Funded Debt Investments - Canada$12,000 $12,000 $11,536 1.06 %
Total Funded Debt Investments$2,032,994 $2,017,736 $1,969,769 180.47 %
Equity - United States
Dealer Tire Holdings, LLC(10)
Distribution & LogisticsPreferred shares (4)09/202130,082 $34,857 $35,116 3.22 %
OEC Holdco, LLC (12)
SoftwarePreferred shares (3)(4)12/202117,786 18,65317,7851.63 %
ACI Parent Inc. (11)
HealthcarePreferred shares (4)08/202112,500 14,60514,0681.29 %
Knockout Intermediate Holdings I Inc. (14)
SoftwarePreferred shares (4)06/20229,061 8,9488,7690.80 %
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
SoftwarePreferred shares (4)04/20215,000 5,9425,7850.53 %
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
SoftwarePreferred shares (4)04/20215,000 5,7595,6520.52 %
Appriss Health Holdings, Inc. (7)
Appriss Health Intermediate Holdings, Inc.
HealthcarePreferred shares (4)05/20211,167 1,3791,3150.12 %
Pioneer Topco I, L.P. (13)
SoftwareOrdinary shares (4)11/202110 — %
Total Shares - United States$90,143 $88,490 8.11 %
Total Shares$90,143 $88,490 8.11 %
Total Funded Investments$2,107,879 $2,058,259 188.58 %
Unfunded Debt Investments - United States
Coyote Buyer, LLC
Specialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn03/202002/2025$592 $(1)$— — %
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
HealthcareFirst lien (4)(5) - Undrawn05/202105/2027313 (2)— %
Associations, Inc.
Business ServicesFirst lien (4)(5) - Undrawn07/202107/20271,772 (7)— %
The accompanying notes are an integral part of these consolidated financial statements.
33

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Bullhorn, Inc.
SoftwareFirst lien (4)(5) - Undrawn09/201909/2026$520 $(4)$— — %
Calabrio, Inc.
SoftwareFirst lien (4)(5) - Undrawn04/202104/2027309 (2)— %
Diamond Parent Holdings Corp. (9)
Diligent Corporation
SoftwareFirst lien (4)(5) - Undrawn08/202008/20251,634 (20)— %
Granicus, Inc.
SoftwareFirst lien (4)(5) - Undrawn01/202101/2027802 (6)— %
Relativity ODA LLC
SoftwareFirst lien (4)(5) - Undrawn05/202105/20271,439 (13)— %
DCA Investment Holding, LLC
HealthcareFirst lien (4)(5) - Undrawn03/202103/2023218 (4)(0.00)%
Safety Borrower Holdings LLC
SoftwareFirst lien (4)(5) - Undrawn09/202109/2027512 (2)(8)(0.00)%
Pye-Barker Fire & Safety, LLC
Business ServicesFirst lien (4)(5) - Undrawn11/202111/2024395 (4)(11)(0.00)%
Radwell Parent, LLC
Distribution & LogisticsFirst lien (4)(5) - Undrawn03/202204/2028448 (3)(3)
First lien (4)(5) - Undrawn03/202204/20241,124 (8)(8)
1,572 (11)(11)(0.00)%
Sun Acquirer Corp.
Consumer ServicesFirst lien (4)(5) - Undrawn09/202109/2023152 (3)
First lien (4)(5) - Undrawn09/202109/2027559 (4)(9)
711 (4)(12)(0.00)%
Recorded Future, Inc.
SoftwareFirst lien (4)(5) - Undrawn08/201907/20251,630 (6)(14)(0.00)%
Huskies Parent, Inc.
SoftwareFirst lien (4)(5) - Undrawn12/202111/2027213 (2)(3)
First lien (4)(5) - Undrawn12/202111/2023751 (12)
964 (2)(15)(0.00)%
Trinity Air Consultants Holdings Corporation
Business ServicesFirst lien (4)(5) - Undrawn06/202106/2027727 (6)(6)
First lien (4)(5) - Undrawn06/202106/20231,145 (9)
1,872 (6)(15)(0.00)%
Wealth Enhancement Group, LLC
Financial ServicesFirst lien (4)(5) - Undrawn08/202110/20272,480 (6)(16)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
34

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
IMO Investor Holdings, Inc.
HealthcareFirst lien (4)(5) - Undrawn05/202205/2028$510 $(5)$(5)
First lien (4)(5) - Undrawn05/202205/20241,260 — (13)
1,770 (5)(18)(0.00)%
Avalara, Inc.
SoftwareFirst lien (4)(5) - Undrawn10/202210/20282,165 (26)(19)(0.00)%
GS Acquisitionco, Inc.
SoftwareFirst lien (4)(5) - Undrawn02/202005/20262,362 (8)(21)(0.00)%
iCIMS, Inc.
SoftwareFirst lien (2)(4)(5) - Undrawn08/202208/20247,036 — — 
First lien (4)(5) - Undrawn08/202208/20282,523 (21)(22)
9,559 (21)(22)(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & MaterialsFirst lien (4)(5) - Undrawn07/202107/2026226 (3)(25)(0.00)%
IG IntermediateCo LLC
Infogain Corporation
Business ServicesFirst lien (4)(5) - Undrawn07/202107/20261,336 (10)(25)(0.00)%
IG Investments Holdings, LLC
Business ServicesFirst lien (4)(5) - Undrawn09/202109/20271,862 (19)(26)(0.00)%
DCA Investment Holding, LLC
HealthcareFirst lien (5) - Undrawn12/202212/20231,906 — (29)(0.00)%
NMC Crimson Holdings, Inc.
HealthcareFirst lien (4)(5) - Undrawn03/202103/20234,147 — (29)(0.00)%
Ocala Bidco, Inc.
HealthcareFirst lien (4)(5) - Undrawn12/202105/20243,196 — (37)(0.00)%
Bottomline Technologies, Inc.
SoftwareFirst lien (4)(5) - Undrawn05/202205/20284,157 (38)(42)(0.00)%
Community Brands ParentCo, LLC
SoftwareFirst lien (4)(5) - Undrawn02/202202/2028425 (4)(14)
First lien (4)(5) - Undrawn02/202202/2024849 — (28)
1,274 (4)(42)(0.00)%
FS WhiteWater Borrower, LLC
Consumer ServicesFirst lien (4)(5) - Undrawn12/202112/20271,549 (15)(42)(0.00)%
Galway Borrower LLC
Business ServicesFirst lien (4)(5) - Undrawn09/202109/2023340 — (5)
First lien (4)(5) - Undrawn09/202109/20272,341 (19)(37)
2,681 (19)(42)(0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
35

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Ministry Brands Holdings, LLC
SoftwareFirst lien (4)(5) - Undrawn12/202112/2027$339 $(2)$(6)
First lien (4)(5) - Undrawn12/202112/20232,260 — (39)
2,599 (2)(45)(0.00)%
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
SoftwareFirst lien (4)(5) - Undrawn06/202206/20241,578 — (23)
First lien (4)(5) - Undrawn06/202206/20291,578 (11)(23)
3,156 (11)(46)(0.00)%
Specialtycare, Inc.
HealthcareFirst lien (4)(5) - Undrawn06/202106/2026173 (3)(7)
First lien (4)(5) - Undrawn06/202106/2023930 (9)(39)
1,103 (12)(46)(0.00)%
OA Buyer, Inc.
HealthcareFirst lien (4)(5) - Undrawn12/202112/20285,958 (51)(47)(0.00)%
CFS Management, LLC
HealthcareFirst lien (4)(5) - Undrawn02/202202/2024764 (5)(51)(0.00)%
OB Hospitalist Group, Inc.
HealthcareFirst lien (4)(5) - Undrawn09/202109/20271,649 (16)(52)(0.00)%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
SoftwareFirst lien (4)(5) - Undrawn11/202111/20274,009 (33)(52)(0.00)%
KWOR Acquisition, Inc.
Business ServicesFirst lien (4)(5) - Undrawn12/202112/20275,653 (35)(54)(0.00)%
Daxko Acquisition Corporation
SoftwareFirst lien (4)(5) - Undrawn10/202110/2023708 — (20)
First lien (4)(5) - Undrawn10/202110/20271,287 (13)(36)
1,995 (13)(56)(0.01)%
Foreside Financial Group, LLC
Business ServicesFirst lien (4)(5) - Undrawn05/202209/20271,790 (16)(18)
First lien (4)(5) - Undrawn05/202205/20244,192 — (42)
5,982 (16)(60)(0.01)%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
SoftwareFirst lien (4)(5) - Undrawn04/202104/20272,259 (14)(70)(0.01)%
TigerConnect, Inc.
HealthcareFirst lien (2)(4)(5) - Undrawn02/202202/2023589 — (14)
First lien (4)(5) - Undrawn02/202202/20282,630 (23)(63)
3,219 (23)(77)(0.01)%
The accompanying notes are an integral part of these consolidated financial statements.
36

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
MRI Software LLC
SoftwareFirst lien (4)(5) - Undrawn01/202002/2026$1,170 $(3)$(27)
First lien (4)(5) - Undrawn02/202208/20232,284 — (52)
3,454 (3)(79)(0.01)%
Businessolver.com, Inc.
SoftwareFirst lien (4)(5) - Undrawn12/202112/20236,054 — (85)(0.01)%
Notorious Topco, LLC
Consumer ProductsFirst lien (4)(5) - Undrawn11/202111/20232,409 — (40)
First lien (4)(5) - Undrawn11/202105/20273,012 (23)(51)
5,421 (23)(91)(0.01)%
Al Altius US Bidco, Inc.
Business ServicesFirst lien (4)(5) - Undrawn12/202112/20239,300 — (97)(0.01)%
Beacon Pointe Harmony, LLC
Financial ServicesFirst lien (4)(5) - Undrawn12/202112/20271,057 (8)(30)
First lien (4)(5) - Undrawn12/202106/20232,822 — (79)
3,879 (8)(109)(0.01)%
CCBlue Bidco, Inc.
HealthcareFirst lien (4)(5) - Undrawn12/202112/20235,826 — (117)(0.01)%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
HealthcareFirst lien (4)(5) - Undrawn08/202108/20271,019 (10)(34)
First lien (4)(5) - Undrawn08/202108/20232,619 — (88)
3,638 (10)(122)(0.01)%
Allworth Financial Group, L.P.
Financial ServicesFirst lien (4)(5) - Undrawn01/202212/20261,573 (13)(43)
First lien (4)(5) - Undrawn01/202201/20243,863 — (106)
5,436 (13)(149)(0.02)%
Diamondback Acquisition, Inc.
SoftwareFirst lien (4)(5) - Undrawn09/202109/20237,203 — (166)(0.02)%
AmeriVet Partners Management, Inc.
Consumer ServicesFirst lien (4)(5) - Undrawn02/202202/20281,214 (5)(24)
First lien (4)(5) - Undrawn02/202202/20247,221 — (144)
8,435 (5)(168)(0.02)%
Paw Midco, Inc.
AAH Topco, LLC
Consumer ServicesFirst lien (4)(5) - Undrawn12/202112/20272,427 (20)(30)
First lien (4)(5) - Undrawn12/202112/202311,456 — (142)
13,883 (20)(172)(0.02)%
The accompanying notes are an integral part of these consolidated financial statements.
37

Table of Contents
New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

Portfolio Company, Location and Industry(1)Type of
Investment
Reference (6)Spread (6)Interest Rate (6)Acquisition DateMaturity/Expiration
Date
Principal
Amount,
Par Value or Shares
CostFair ValuePercent of
Members' Capital
Fortis Solutions Group, LLC
PackagingFirst lien (4)(5) - Undrawn10/202110/2023$83 $— $(2)
First lien (4)(5) - Undrawn10/202110/20272,538 (25)(59)
First lien (4)(5) - Undrawn06/202206/20245,001 — (117)
7,622 (25)(178)(0.02)%
GraphPAD Software, LLC
HealthcareFirst lien (4)(5) - Undrawn04/202104/20271,500 (5)(27)
First lien (4)(5) - Undrawn12/202111/20239,932 (40)(176)
11,432 (45)(203)(0.02)%
YLG Holdings, Inc.
Business ServicesFirst lien (4)(5) - Undrawn10/202110/20237,993 — (209)(0.02)%
DOCS, MSO, LLC
HealthcareFirst lien (4)(5) - Undrawn06/202206/20281,977 — (54)
First lien (4)(5) - Undrawn06/202206/20247,412 — (203)
9,389 — (257)(0.03)%
USRP Holdings, Inc.
Business ServicesFirst lien (4)(5) - Undrawn07/202107/2027432 (3)(14)
First lien (4)(5) - Undrawn07/202107/20238,515 — (276)
8,947 (3)(290)(0.03)%
PDQ.com Corporation
SoftwareFirst lien (4)(5) - Undrawn12/202108/202312,686 — (298)(0.04)%
DECA Dental Holdings LLC
HealthcareFirst lien (4)(5) - Undrawn08/202108/2027306 (3)(13)
First lien (4)(5) - Undrawn08/202108/20236,875 — (296)
7,181 (3)(309)(0.04)%
Total Unfunded Debt Investments - United States$232,050 $(653)$(4,280)(0.39)%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information TechnologyFirst lien (4)(5) - Undrawn10/202110/2027$2,460 $(20)$(40)(0.00)%
Total Unfunded Debt Investments - Netherlands$2,460 $(20)$(40)(0.00)%
Total Unfunded Debt Investments$234,510 $(673)$(4,320)(0.39)%
Total Non-Controlled/Non-Affiliated Investments$2,107,206 $2,053,939 188.19 %
Total Investments$2,107,206 $2,053,939 188.19 %
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022
(in thousands, except shares)

(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.
(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), 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 December 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.,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 a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
(14)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
*    All or a portion of interest contains PIK interest.
**    Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the 1940 Act. 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 December 31, 2022, 4.24% 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.
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New Mountain Guardian III BDC, L.L.C.
 
Consolidated Schedule of Investments (Continued)
December 31, 2022

 December 31, 2022
Investment TypePercent of Total
Investments at Fair Value
First lien77.26 %
Second lien16.94 %
Subordinated1.49 %
Equity and other4.31 %
Total investments100.00 %


 December 31, 2022
Industry TypePercent of Total
Investments at Fair Value
Software37.73 %
Business Services20.62 %
Healthcare19.37 %
Consumer Services5.70 %
Financial Services4.81 %
Distribution & Logistics3.90 %
Consumer Products2.17 %
Education1.67 %
Information Technology1.57 %
Packaging1.40 %
Specialty Chemicals & Materials0.86 %
Business Products0.20 %
Total investments100.00 %


 December 31, 2022
Interest Rate TypePercent of Total
Investments at Fair Value
Floating rates95.44 %
Fixed rates4.56 %
Total investments100.00 %

The accompanying notes are an integral part of these consolidated financial statements.
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Notes to the Consolidated Financial Statements of
New Mountain Guardian III BDC, L.L.C.
March 31,June 30, 2023
(in thousands, except unit data)
(unaudited)
Note 1. Formation and Business Purpose
New Mountain Guardian III BDC, L.L.C. (the "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") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected to be treated for U.S. federal income tax purposes, and intends to comply with the requirements to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
New Mountain Finance Advisers BDC, L.L.C. (the "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 Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. TheNew Mountain Capital is a global investment firm with approximately $40 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies.The Investment Adviser manages the 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. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the 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") of units of the Company's limited liability company interests (the "Units"). Units 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") to purchase Units pursuant to a subscription agreement entered into with the Company (a "Subscription Agreement"). Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the 18-month period following the initial closing of Capital Commitments, which occurred on July 15, 2019 (the "Closing Period"). Pursuant to the Limited Liability Company Agreement, as amended and restated on July 22, 2021June 28, 2023 (the "Third"Fourth A&R LLC Agreement"), the Closing Period was extended to and ended on October 15, 2021. The Company accepted and drew down on Capital Commitments from investors throughout the Closing 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"). The "Investment Period" began on July 15, 2019 and will continue untilended on July 15, 2023, the four-year anniversary of such date. The term of the Company is until July 15, 2025, 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 board of directors.
The Company established New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as a wholly-owned direct subsidiary, whose assets are used to secure GIII SPV's credit facility. The Company established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which servesis treated as a corporation for U.S. federal income tax blocker corporationpurposes and is intended to facilitate our compliance with the requirements to be treated as a RIC under the Code 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 blockerthis 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 focuses on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. The Company's investment objective is to generate current income and capital appreciation primarily by investingthrough the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in or originating debt investments in companiesdefensive industries that offer attractive risk-adjusted returns. The Company's differentiated investment approach leverages the Investment Adviser believes are "defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary researchdeep sector knowledge and operational advantages. operating resources of New Mountain Capital.
The Company makes investments through both primary originations and open-market secondary purchases. The Company predominantly targets loans to, andprimarily invests in senior secured debt of U.S. sponsor-backed, middle market businesses. The Company defines middle market businesses as those businesses withcompanies, defined by annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10,000 and $200,000. The Company focuses on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
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Senior secured loans may include traditional first lien loans or unitranche loans. The Company invests a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. In some cases, the Company'sCompany’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. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose the Company to the risks associated with second lien and subordinated loans to the extent we invest in the “last out” tranche. In some cases, our investments may also include equity interests.
As of March 31,June 30, 2023, the Company's top five industry concentrations were software, business services, healthcare, consumer services and distribution & logistics.financial services.
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Note 2. Summary of Significant Accounting Policies
Basis of accounting—The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies ("ASC 946"). The Company consolidates its wholly-owned direct subsidiaries GIII SPV and GIII OEC.
The 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 portfolio investments are not consolidated in the financial statements.
The 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 and 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 results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.
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 Consolidated Statements of Assets, Liabilities and Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized gains (losses) on 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 board of directors is ultimately and solely responsible for determining the fair value of the Company's 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 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 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
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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 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).
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(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 the Company's senior management;
c.If an investment falls into (3) above for four consecutive quarters and if the 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 board of directors; and
d.When deemed appropriate by the 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 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 March 31,June 30, 2023 and December 31, 2022.
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 its portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and six months ended March 31,June 30, 2023, the Company recognized PIK interest from investments of $2,760 and March 31,$5,391, respectively, and PIK dividends from investments of $2,388 and $4,724, respectively. For the three and six months ended June 30, 2022, the Company recognized PIK interest from investments of $2,631$1,771 and $1,583,$3,354, respectively, and PIK dividends from investments of $2,336$1,872 and $1,814,$3,686, 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
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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 judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of March 31,June 30, 2023 and December 31, 2022, no investments were on non-accrual status.
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Fee income: Fee income represents delayed compensation, amendment fees, revolver 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 the trade date. 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 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 financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the 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 has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and 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 and six months ended March 31,June 30, 2023, and March 31, 2022, the Company recognized a total income tax provision of approximately $68$2,294 and $123,$2,362, respectively, for the Company's consolidated subsidiary. For the three and six months ended March 31,June 30, 2022, the Company recognized a total income tax benefit (provision) of approximately $16 and $(107), respectively, for the Company's consolidated subsidiary. For the three and six months ended June 30, 2023, and March 31, 2022, the Company recorded current income tax expense of approximately $16$2,199 and $123,$2,215, respectively, and deferred income tax provision of approximately $52$95 and $0,$147, respectively, for the Company's consolidated subsidiary. For the three and six months ended June 30, 2022, the
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Company recorded current income tax benefit of approximately $172 and $49, respectively, and deferred income tax provision of $156 and $156, respectively, for the Company's consolidated subsidiary.
As of March 31,June 30, 2023 and December 31, 2022, the Company had $386$480 and $333, respectively, of deferred tax liabilities primarily relating to deferred taxes attributable to certain differences between the computation of income for the U.S. federal income tax purposes as compared to GAAP.
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, Income Taxes (“ASC 740”) through December 31, 2022. The 2019 through 2022 tax years and forward remain subject to examination by the U.S. federal, state, and local tax authorities.
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Distributions—Distributions to the 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 earnings per unit ("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' 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' capital resulting from operations by the weighted average number of Units assuming all potential Units had been issued, and its related net impact to 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 change in unrealized appreciation (depreciation) of investments" and "Net realized gains (losses) on investments" in the 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 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 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 March 31,June 30, 2023, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
CostFair Value CostFair Value
First lienFirst lien$1,606,808 $1,586,690 First lien$1,618,961 $1,600,590 
Second lienSecond lien374,125 347,362 Second lien373,072 349,099 
SubordinatedSubordinated31,591 30,796 Subordinated35,211 34,557 
Equity and otherEquity and other92,751 90,304 Equity and other95,085 93,056 
Total investmentsTotal investments$2,105,275 $2,055,152 Total investments$2,122,329 $2,077,302 
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Investment Cost and Fair Value by Industry
CostFair Value CostFair Value
SoftwareSoftware$787,886 $776,643 Software$794,269 $783,809 
Business ServicesBusiness Services452,219 442,410 Business Services453,915 448,393 
HealthcareHealthcare412,907 394,680 Healthcare414,417 397,480 
Consumer ServicesConsumer Services124,135 123,277 Consumer Services127,083 125,837 
Financial ServicesFinancial Services81,696 81,222 
Distribution & LogisticsDistribution & Logistics83,407 80,173 Distribution & Logistics83,586 80,720 
Financial Services76,993 76,560 
Consumer ProductsConsumer Products45,160 43,190 Consumer Products44,578 41,353 
EducationEducation35,976 34,631 Education35,983 34,318 
Information TechnologyInformation Technology32,510 32,621 Information Technology32,521 32,533 
PackagingPackaging29,439 28,882 Packaging29,376 29,036 
Specialty Chemicals & MaterialsSpecialty Chemicals & Materials18,636 17,657 Specialty Chemicals & Materials18,881 18,235 
Business ProductsBusiness Products6,007 4,428 Business Products6,024 4,366 
Total investmentsTotal investments$2,105,275 $2,055,152 Total investments$2,122,329 $2,077,302 
At December 31, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
 CostFair Value
First lien$1,609,747 $1,586,875 
Second lien376,051 347,952 
Subordinated31,265 30,622 
Equity and other90,143 88,490 
Total investments$2,107,206 $2,053,939 
Investment Cost and Fair Value by Industry
 CostFair Value
Software$787,131 $775,032 
Business Services434,189 423,595 
Healthcare415,568 397,762 
Consumer Services118,853 116,931 
Financial Services100,638 98,801 
Distribution & Logistics83,210 80,165 
Consumer Products45,138 44,607 
Education35,968 34,249 
Information Technology32,501 32,233 
Packaging29,392 28,793 
Specialty Chemicals & Materials18,628 17,715 
Business Products5,990 4,056 
Total investments$2,107,206 $2,053,939 
As of March 31,June 30, 2023, the Company had unfunded commitments on revolving credit facilities of $80,940$80,375 and no unfunded commitments on bridge facilities. As of March 31,June 30, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $125,550.$113,438. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of March 31,June 30, 2023.
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As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $81,811 and no unfunded commitments on bridge facilities. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $152,699. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2022.
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", "high yield" or "junk" debt investments, and may be considered "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' capital and income distributions of the Company. In addition, some of the 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.
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") 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
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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.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of March 31,June 30, 2023:
TotalLevel ILevel IILevel III TotalLevel ILevel IILevel III
First lienFirst lien$1,586,690 $— $3,173 $1,583,517 First lien$1,600,590 $— $3,175 $1,597,415 
Second lienSecond lien347,362 — 54,536 292,826 Second lien349,099 — 33,288 315,811 
SubordinatedSubordinated30,796 — 787 30,009 Subordinated34,557 — 817 33,740 
Equity and otherEquity and other90,304 — — 90,304 Equity and other93,056 — — 93,056 
Total investmentsTotal investments$2,055,152 $— $58,496 $1,996,656 Total investments$2,077,302 $— $37,280 $2,040,022 
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2022:
 TotalLevel ILevel IILevel III
First lien$1,586,875 $— $7,061 $1,579,814 
Second lien347,952 — 48,183 299,769 
Subordinated30,622 — 764 29,858 
Equity and other88,490 — — 88,490 
Total investments$2,053,939 $— $56,008 $1,997,931 
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31,June 30, 2023, 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,June 30, 2023:
 TotalFirst LienSecond LienSubordinatedEquity and other
Fair Value, December 31, 2022$1,997,931 $1,579,814 $299,769 $29,858 $88,490 
Total gains or losses included in earnings: 
Net realized losses on investments(339)(339)— — — 
Net change in unrealized appreciation (depreciation) of investments3,171 3,374 752 (160)(795)
Purchases, including capitalized PIK and revolver fundings41,915 38,995 — 311 2,609 
Proceeds from sales and paydowns of investments(38,327)(38,327)— — — 
Transfers out of Level III(1)(7,695)— (7,695)— — 
Fair Value, March 31, 2023$1,996,656 $1,583,517 $292,826 $30,009 $90,304 
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:$2,151 $2,354 $752 $(160)$(795)
 TotalFirst LienSecond LienSubordinatedEquity and other
Fair Value, March 31, 2023$1,996,656 $1,583,517 $292,826 $30,009 $90,304 
Total gains or losses included in earnings: 
Net change in unrealized appreciation of investments5,379 2,466 2,369 127 417 
Purchases, including capitalized PIK and revolver fundings34,321 28,382 — 3,604 2,335 
Proceeds from sales and paydowns of investments(16,950)(16,950)— — — 
Transfers into Level III(1)20,616 — 20,616 — — 
Fair Value, June 30, 2023$2,040,022 $1,597,415 $315,811 $33,740 $93,056 
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:$5,379 $2,466 $2,369 $127 $417 
(1)As of March 31,June 30, 2023, portfolio investments were transferred out ofinto Level III intofrom 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,June 30, 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 March 31,June 30, 2022:
TotalFirst LienSecond LienSubordinatedEquity 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 investments1,394 677 (366)(5)1,088 
Purchases, including capitalized PIK and revolver fundings140,003 130,702 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 
 TotalFirst LienSecond LienSubordinatedEquity and other
Fair Value, March 31, 2022$1,666,499 $1,320,336 $260,072 $9,687 $76,404 
Total gains or losses included in earnings: 
Net change in unrealized depreciation of investments(9,323)(1,138)(6,603)(4)(1,578)
Purchases, including capitalized PIK and revolver fundings 263,385 252,530 — 286 10,569 
Proceeds from paydowns of investments(45,552)(45,552)— — — 
Transfers into Level III(1)88,913 37,417 51,496 — — 
Transfers out of Level III(1)(55,873)(35,033)(20,840)— — 
Fair Value, June 30, 2022$1,908,049 $1,528,560 $284,125 $9,969 $85,395 
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:$(9,700)$(1,515)$(6,603)$(4)$(1,578)
(1)As of March 31,June 30, 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.
The following table summarizes the changes in fair value of Level III portfolio investments for the six months ended June 30, 2023, 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 June 30, 2023:
TotalFirst LienSecond LienSubordinatedEquity and other
Fair Value, December 31, 20221,997,931 $1,579,814 $299,769 $29,858 $88,490 
Total gains or losses included in earnings:
Net realized losses on investments(339)(339)— — — 
Net change in unrealized appreciation (depreciation) of investments9,217 5,840 3,788 (33)(378)
Purchases, including capitalized PIK and revolver fundings76,236 67,377 — 3,915 4,944 
Proceeds from paydowns of investments(55,277)(55,277)— — — 
Transfers into Level III(1)19,948 — 19,948 — — 
Transfers out of Level III(1)(7,694)— (7,694)— — 
Fair Value, June 30, 2023$2,040,022 $1,597,415 $315,811 $33,740 $93,056 
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:$8,198 4,821 $3,788 $(33)$(378)
(1)As of June 30, 2023, 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 six months ended June 30, 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 June 30, 2022:
TotalFirst LienSecond LienSubordinatedEquity 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 depreciation of investments(8,306)(614)(7,193)(9)(490)
Purchases, including capitalized PIK and revolver fundings402,913 382,758 8,167 588 11,400 
Proceeds from paydowns of investments(57,019)(57,019)— — — 
Transfers into Level III(1)131,306 31,481 99,825 — — 
Transfers out of Level III(1)(73,211)(34,642)(38,569)— — 
Fair Value, June 30, 2022$1,908,049 $1,528,560 $284,125 $9,969 $85,395 
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:$(8,683)$(991)$(7,193)$(9)$(490)
(1)As of June 30, 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.    
Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022. 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 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 current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and 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 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 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.
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Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing 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 latest twelve month ("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 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 March 31,June 30, 2023 and December 31, 2022, 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 contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach 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 March 31,June 30, 2023 and December 31, 2022, 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 Level III investments as of March 31,June 30, 2023 were as follows:
  Range   Range
TypeTypeFair Value as of March 31, 2023ApproachUnobservable InputLowHighWeighted
Average (1)
TypeFair Value as of June 30, 2023ApproachUnobservable InputLowHighWeighted
Average (1)
First lienFirst lien$1,583,517 Market & income approachEBITDA multiple9.0x65.0x19.8xFirst lien$1,597,415 Market & income approachEBITDA multiple7.3x70.0x18.7x
Revenue multiple4.5x18.0x10.1xRevenue multiple4.0x19.5x9.6x
 Discount rate8.1 %31.6 %10.5 % Discount rate8.6 %57.6 %11.2 %
Second lienSecond lien292,826 Market & income approachEBITDA multiple10.0x22.0x16.2xSecond lien312,165 Market & income approachEBITDA multiple9.5x22.0x16.2x
 Discount rate10.7 %20.6 %12.5 % Discount rate11.3 %30.3 %13.6 %
3,646 Market quoteBroker quoteN/AN/AN/A
SubordinatedSubordinated30,009 Market & income approachEBITDA multiple15.0x24.5x20.2xSubordinated33,740 Market & income approachEBITDA multiple14.0x32.5x20.2x
Discount rate13.1 %15.2 %14.0 %Discount rate12.7 %17.5 %13.8 %
Equity and otherEquity and other90,304 Market & income approachEBITDA multiple10.5x26.5x14.8xEquity and other93,056 Market & income approachEBITDA multiple11.0x26.5x14.3x
Revenue multiple4.5x18.0x6.6xRevenue multiple4.0x19.5x6.1x
 Discount rate9.3 %16.5 %12.7 % Discount rate9.5 %16.7 %12.7 %
$1,996,656      $2,040,022      
(1)Unobservable inputs were weighted by the relative fair value of the investments.
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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:
   Range
TypeFair Value as of December 31, 2022(3)ApproachUnobservable InputLowHighWeighted
Average (1)
First lien$1,579,843 Market & income approachEBITDA multiple8.7x70.0x19.3x
Revenue multiple6.0x19.5x10.4x
Discount rate8.3 %29.4 %10.7 %
(29)OtherN/A (2)N/AN/AN/A
Second lien299,769 Market & income approachEBITDA multiple10.0x32.0x18.3x
Discount rate11.2 %23.1 %12.8 %
Subordinated29,858 Market & income approachEBITDA multiple14.0x23.5x21.4x
Discount rate13.5%15.7%14.7%
Equity and other88,490 Market & income approachEBITDA multiple11.0x26.5x16.0x
Revenue multiple10.5x19.5x16.5x
Discount rate9.3 %17.0 %12.6 %
$1,997,931      
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)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.
(3)Revolving credit facilities and delayed draw commitments not completely funded may have negative fair values until they are called and funded.
The Wells Credit Facility (as defined below) and the Unsecured Notes (as defined below) are considered Level III investments. See Note 6. Borrowings for details.
The following are the principal amount and fair value of the Company’s borrowings as of March 31,June 30, 2023. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
As ofAs of
March 31, 2023December 31, 2022 June 30, 2023December 31, 2022
Principal AmountFair ValuePrincipal AmountFair ValuePrincipal AmountFair ValuePrincipal AmountFair Value
Wells Credit FacilityWells Credit Facility$682,600 $678,494 $685,600 $680,211 Wells Credit Facility$697,600 $693,704 $685,600 $680,211 
Unsecured NotesUnsecured Notes275,000 252,159 275,000 248,141 Unsecured Notes275,000 250,605 275,000 248,141 
Total BorrowingsTotal Borrowings$957,600 $930,653 $960,600 $928,352 Total Borrowings$972,600 $944,309 $960,600 $928,352 
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 portfolio companies conduct their operations, as well as general economic, political and health conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The 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 has entered into an Investment Management Agreement (as defined below) with the Investment Adviser. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and 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
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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 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 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, with the exception 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 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. Although the initial two year term of the Investment Management Agreement would not have expired until April 11, 2024, the Company's board of directors most recently re-approved the Investment Management Agreement on January 24, 2023, at an in-person meeting, for a period of 12 months commencing on March 1, 2023.
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. The base management fee could 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 defined 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 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 income and a portion is based on a percentage of the Company's capital gains, each as described below.
Incentive Fee on Pre-Incentive Fee Net Investment Income
The portion based on the Company's income (the "Income Incentive Fee") is based on pre-incentive fee net investment income ("Pre-Incentive Fee Net Investment Income"). Pre-Incentive Fee Net Investment Income means interest income, dividend income and any 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 the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's 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.
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Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's 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 the Company's 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 and six months ended March 31,June 30, 2023 and March 31,June 30, 2022, 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 the Company's cumulative realized capital gains computed net of all realized capital losses and unrealized capital depreciation since inception ("Cumulative Net Realized 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 100.0% 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 cumulative distributions other than return of capital contributions and (B) the cumulative 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
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Expense Limitation
Notwithstanding the foregoing, the Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses 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 the Company's average Members' Capital for the calendar year. 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 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" of the Company means all Company Expenses (as defined in the ThirdFourth 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 ThirdFourth A&R LLC Agreement) (which are subject to the Organizational and Offering Expenses Cap), (iv) Placement Fees (as defined in the ThirdFourth 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") on behalf of the Company pursuant to the expense limitation and reimbursement agreement between the Company and the Investment Adviser (the "Expense Limitation and Reimbursement Agreement") during any of the previous thirty-six 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 and six months ended March 31,June 30, 2023 and March 31,June 30, 2022, 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 and six months ended March 31,June 30, 2023 and March 31,June 30, 2022.
Three Months Ended Three Months EndedSix Months Ended
March 31, 2023March 31, 2022 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Management feeManagement fee$3,299 $3,303 Management fee$3,299 $3,302 $6,598 $6,605 
Less: management fee waiverLess: management fee waiver— (265)Less: management fee waiver— — — (265)
Net management feeNet management fee3,299 3,038 Net management fee3,299 3,302 6,598 6,340 
Incentive fee, excluding accrued incentive fees on capital gainsIncentive fee, excluding accrued incentive fees on capital gains$5,817 $3,535 Incentive fee, excluding accrued incentive fees on capital gains$5,773 $4,215 $11,590 $7,750 
For the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022, no incentive fee on capital gains was accrued or owed under the Investment Management Agreement by the Company, as cumulativereturn of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders did not exceed cumulative unrealized capital depreciation.contributions.
The Company has entered into 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 consolidated financial records, prepares reports filed with the U.S. Securities and Exchange Commission (the "SEC"), generally monitors the payment of the 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 reimburses the Administrator for the 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 chief financial officer and chief compliance officer, and
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their respective staffs. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator
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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 and six months ended March 31,June 30, 2023, approximately $213 and March 31,$393, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. For the three and six months ended June 30, 2022, approximately $180$199 and $258,$457 respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of March 31,June 30, 2023 and December 31, 2022, approximately $180$213 and $201, respectively, of indirect administrative expenses were 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 agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "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 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 Capital" name.
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 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 allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on 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" (as defined in Section 57(o) of the 1940 Act) of the Company's directors who are not interested persons, as that term is defined in Section 2(a)(19) of the 1940 Act (the "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 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 complete follow-on investments in ourits existing portfolio companies with certain affiliates that are private funds if such private funds did not previously hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on 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 continued 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 filed an application to amend its existing Exemptive Order (as defined below) on May 24, 2022, as amended on June 22, 2022. On August 30, 2022, New Mountain Finance Corporation, an affiliate of the Company and the Investment Adviser, and certain of its affiliates, including the Company,other affiliated applicants, received an Order from the SEC whichthat amended its existing Exemptive Order to permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
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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") (as amended, from time to time, and most recently amended on March 9, 2022, the "Loan Authorization Agreement"), which allowed the Company to borrow on a revolving credit basis an aggregate principal amount which could not exceed the lower of $250,000 or 80.0% of the remaining unfunded Capital Commitments of the Company (the "BMO
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"BMO Subscription Line"). On March 25, 2022, all outstanding borrowings under the BMO Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments.
From July 30, 2019 to March 9, 2022, the BMO Subscription Line bore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ("LIBOR") for each day plus 2.50% per annum. As of the most recent amendment on March 9, 2022, in addition to certain other changes, the BMO Subscription Line was amended to 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 2.50% 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%.
For the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line), interest expense and amortization of financing costs incurred on the BMO Subscription Line were $653 and $7, respectively. The weighted average interest rate and effective interest rate on the BMO Subscription Line for the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line) were 3.0% and 3.1%, respectively.
Wells Credit Facility—On August 30, 2019, the Company's wholly-owned subsidiary, GIII SPV, entered into the Loan and Security Agreement (as amended, from time to time, the "Loan and Security Agreement") as the borrower, the Company as collateral manager and equityholder, the lenders from time to time party thereto, and Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian (as amended, from time to time, the "Loan and Security Agreement"), which is structured as a secured revolving credit facility (the "Wells Credit Facility"). The Wells Credit Facility will mature on July 15, 2025 and has a maximum facility amount of $800,000. 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. 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 Consolidated Statements of Assets, Liabilities and 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.
As of the amendment on March 11, 2022 and through the time of this Quarterly Report on Form 10-Q, 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 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 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).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Wells Credit Facility for the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022:
Three Months EndedThree Months EndedSix Months Ended
March 31, 2023March 31, 2022June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Interest expenseInterest expense$11,693 $3,339 Interest expense$12,787 $3,852 $24,480 $7,191 
Non-usage feeNon-usage fee131 38 Non-usage fee$127 $227 $258 $265 
Amortization of financing costsAmortization of financing costs351 299 Amortization of financing costs$353 $325 $704 $624 
Weighted average interest rateWeighted average interest rate6.7 %2.3 %Weighted average interest rate7.3 %2.9 %7.0 %2.6 %
Effective interest rateEffective interest rate7.1 %2.6 %Effective interest rate7.6 %3.4 %7.4 %3.0 %
Average debt outstandingAverage debt outstanding$693,883 $575,044 Average debt outstanding$697,682 $519,001 $695,793 $546,868 
As of March 31,June 30, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $682,600$697,600 and $685,600, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.
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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
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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 2021A Tranche A Notes, the "2021A Unsecured Notes"). 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 commenced 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 companyBDC under the 1940 Act and a regulated investment companyRIC 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; and 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.
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Unsecured Notes for the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022:
Three Months EndedThree Months EndedSix Months Ended
March 31, 2023March 31, 2022June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Interest expenseInterest expense$2,556 $1,810 Interest expense$2,555 $2,544 $5,111 $4,354 
Amortization of financing costsAmortization of financing costs205 146 Amortization of financing costs$208 $195 $413 $341 
Weighted average interest rateWeighted average interest rate3.7 %3.6 %Weighted average interest rate3.7 %3.7 %3.7 %3.7 %
Effective interest rateEffective interest rate4.0 %3.9 %Effective interest rate4.0 %4.0 %4.0 %4.0 %
Average debt outstandingAverage debt outstanding$275,000 $199,444 Average debt outstanding$275,000 $275,000 $275,000 $237,431 
As of March 31,June 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $275,000 and $275,000, respectively, and the Company was in compliance with the applicable covenants in the Note Purchase Agreement on such dates.
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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 lenders will have fixed dollar claims on certain assets that
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are superior to the claims of the 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 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' capital. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its unitholders. Leverage is generally considered a speculative investment technique. The 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.
Note 7. Regulation
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and 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 for U.S. federal income tax purposes, 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 make 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" as defined in Section 55(a) of 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 portfolio 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 March 31,June 30, 2023, the Company had unfunded commitments on revolving credit facilities of $80,940,$80,375, no outstanding bridge financing commitments, and other future funding commitments of $125,550.$113,438. As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $81,811, no outstanding bridge financing commitments and other future funding commitments of $152,699. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedules of Investments.
The Company also has revolving borrowings available under the Wells Credit Facility as of March 31,June 30, 2023 and December 31, 2022. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of March 31,June 30, 2023 and December 31, 2022, the Company had no commitment letters to purchase investments which could require funding in the future.
Note 9. Members' Capital
The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the threesix months ended March 31,June 30, 2022. There were no Units issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the threesix months ended March 31,June 30, 2023 as the Capital Commitment has been fully drawn as of March 31, 2022.
Drawdown DateUnit Issue DateUnits IssuedAggregate Offering Price
March 10, 2022March 24, 202222,981,305 $229,812 
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The following table reflects the distributions declared on the Company's common units for the threesix months ended March 31,June 30, 2023.
Date DeclaredRecord DatePayment DatePer Unit Amount
March 30, 2023March 31, 2023April 20, 2023$0.285 
June 26, 2023June 29, 2023July 20, 20230.300 
$0.585 
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The following table reflects the distributions declared on the Company's common units for the threesix months ended March 31,June 30, 2022.
Date DeclaredRecord DatePayment DatePer Unit Amount
March 29, 2022March 30, 2022April 20, 2022$0.181 
June 27, 2022June 29, 2022July 20, 20220.217 
$0.398 
Note 10. Earnings Per Unit
The following information sets forth the computation of basic net increase in the Company's members' capital per unit resulting from operations for the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022:
Three Months EndedThree Months EndedSix Months Ended
March 31, 2023March 31, 2022June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Earnings per unit—basic & dilutedEarnings per unit—basic & diluted Earnings per unit—basic & diluted
Numerator for basic & diluted earnings per unit:Numerator for basic & diluted earnings per unit:$35,565 $19,262 Numerator for basic & diluted earnings per unit:$37,615 $7,979 $73,180 $27,241 
Denominator for basic & diluted weighted average unit:Denominator for basic & diluted weighted average unit:114,906,527 93,968,005 Denominator for basic & diluted weighted average unit:114,906,527 114,906,527 114,906,527 104,495,107 
Basic & diluted earnings per unit:Basic & diluted earnings per unit:$0.31 $0.20 Basic & diluted earnings per unit:$0.33 $0.07 $0.64 $0.26 
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Note 11. Financial Highlights
The following information sets forth the Company's financial highlights for the threesix months ended March 31,June 30, 2023 and March 31,June 30, 2022.
Three Months Ended Six Months Ended
March 31, 2023March 31, 2022 June 30, 2023June 30, 2022
Per unit data(1):Per unit data(1):  Per unit data(1):  
Members' capital, December 31, 2022 and December 31, 2021, respectivelyMembers' capital, December 31, 2022 and December 31, 2021, respectively$9.50 $9.95 Members' capital, December 31, 2022 and December 31, 2021, respectively$9.50 $9.95 
Net investment incomeNet investment income0.29 0.21 Net investment income0.57 0.42 
Net realized and unrealized gains (losses)(2)Net realized and unrealized gains (losses)(2)0.02 (0.04)Net realized and unrealized gains (losses)(2)0.07 (0.18)
Total net increaseTotal net increase0.31 0.17 Total net increase0.64 0.24 
Distributions declared to unitholders from net investment incomeDistributions declared to unitholders from net investment income(0.29)(0.18)Distributions declared to unitholders from net investment income(0.59)(0.40)
Members' capital, March 31, 2023 and March 31, 2022, respectively$9.52 9.94 
Members' capital, June 30, 2023 and June 30, 2022, respectivelyMembers' capital, June 30, 2023 and June 30, 2022, respectively$9.55 9.79 
Total return based on members' capital(3)Total return based on members' capital(3)3.26 %1.77 %Total return based on members' capital(3)6.81 %2.48 %
Units outstanding at end of periodUnits outstanding at end of period114,906,527 114,906,527 Units outstanding at end of period114,906,527 114,906,527 
Average weighted units outstanding for the periodAverage weighted units outstanding for the period114,906,527 93,968,005 Average weighted units outstanding for the period114,906,527 104,495,107 
Average members' capital for the periodAverage members' capital for the period$1,091,456 $934,686 Average members' capital for the period$1,092,874 $1,038,968 
Ratio to average members' capital:Ratio to average members' capital:Ratio to average members' capital:
Net investment income(4)Net investment income(4)12.25 %8.69 %Net investment income(4)12.12 %8.53 %
Total expenses, before waivers/reimbursements(4)Total expenses, before waivers/reimbursements(4)9.47 %6.25 %Total expenses, before waivers/reimbursements(4)9.97 %5.82 %
Total expenses, net of waivers/reimbursements(4)Total expenses, net of waivers/reimbursements(4)9.47 %6.13 %Total expenses, net of waivers/reimbursements(4)9.97 %5.77 %
Average debt outstanding—Unsecured NotesAverage debt outstanding—Unsecured Notes$275,000 $199,444 Average debt outstanding—Unsecured Notes$275,000 $237,431 
Average debt outstanding—BMO Subscription Line(5)Average debt outstanding—BMO Subscription Line(5)$— $94,578 Average debt outstanding—BMO Subscription Line(5)$— $94,578 
Average debt outstanding—Wells Credit FacilityAverage debt outstanding—Wells Credit Facility$693,883 $575,044 Average debt outstanding—Wells Credit Facility$695,793 $546,868 
Asset coverage ratioAsset coverage ratio214.27 %263.86 %Asset coverage ratio212.83 %222.04 %
Portfolio turnoverPortfolio turnover1.23 %0.39 %Portfolio turnover1.92 %2.49 %
Capital CommitmentsCapital Commitments$1,149,065 $1,149,065 Capital Commitments$1,149,065 $1,149,065 
Funded Capital CommitmentsFunded Capital Commitments$1,149,065 $1,149,065 Funded Capital Commitments$1,149,065 $1,149,065 
% of Capital Commitments funded% of Capital Commitments funded100.00 %100.00 %% of Capital Commitments funded100.00 %100.00 %
(1)Per unit data is based on weighted average units outstanding for the respective period (except for distributions declared to unitholders, which are 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 transactions, which for the threesix months ended March 31,June 30, 2023 and March 31,June 30, 2022 were $0.00 and $(0.03)$(0.02), respectively.
(3)Total return is calculated assuming a purchase at members' capital per Unit on the first day of the year and a sale at members' capital per Unit on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at 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.
(5)For the threesix months ended March 31,June 30, 2022, average debt outstanding represents the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line).
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Note 12. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 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 iswas effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the 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 threesix months ended March 31,June 30, 2023. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In December 2020, the SEC adopted a rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While the Company's board of directors has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Note 13. Subsequent Events
TheOn July 15, 2023, the Company's Investment Period ended.
On August 4, 2023, the Company has evaluatedentered into a custody agreement with Western Alliance Trust Company, N.A. ("WATC"), pursuant to which WATC was appointed to serve as an additional custodian to the needCompany to hold securities, loans, cash, and other assets on behalf of the Company. Additionally, on August 4, 2023, the Company entered into a custody agreement with Western Alliance Bank ("WAB"), pursuant to which WAB was appointed to hold and act as an additional custodian to the Company with respect to all deposit accounts for disclosures and/or adjustments resulting from recent developmentsfunds of the Company placed through the date the financial statements were issued. There have been no recent developments that require recognition or disclosure in these consolidated financial statements.ICS Deposit Placement Agreement.
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deloittelogoa24.jpg
 
Deloitte & Touche LLP
 
30 Rockefeller Plaza
New York, NY 10112
USA
 
Tel:    212 492 4000
Fax:   212 489 1687
www.deloitte.com

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 subsidiaries (the "Company"), including the consolidated schedule of investments, as of March 31,June 30, 2023, and the related consolidated statements of operations and changes in members’ capital for the three-month and six-month periods ended June 30, 2023 and 2022, the consolidated statement of cash flows for the three-monthsix-month periods ended March 31,June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our review,reviews, 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, 2022, 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, 2023, 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, 2022, 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 management. We are a public accounting firm registered with the 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 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
May 12,August 11, 2023
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in 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 subsidiaries (collectively, "we", "us", "our", "GIII" or the "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;
the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates, on our business and our portfolio companies;
our future operating results, our business prospects, and the adequacy of our cash resources and working capital;
the ability of our portfolio companies to achieve their objectives;
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") 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 Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor; and
the risk factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "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 Annual Report on Form 10-K for the year ended December 31, 2022 and in this 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 U.S. Securities and Exchange Commission (the "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.
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") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated for U.S. federal income tax purposes, and intend to comply with the requirements to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $40 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. 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 ours. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned
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subsidiary of New Mountain Capital, provides the administrative services necessary to
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conduct our day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
We conducted a private offering (the "Private Offering") of units of our limited liability company interests (the "Units") to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Units 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") to purchase Units pursuant to a subscription agreement entered into with us (a "Subscription Agreement"). Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the 18-month period following the initial closing of Capital Commitments, which occurred on July 15, 2019 (the "Closing Period"). Pursuant to the Limited Liability Company Agreement, as amended and restated on July 22, 2021June 28, 2023 (the "Third"Fourth A&R LLC Agreement"), the Closing Period was extended to and ended on October 15, 2021. We accepted and drew down on Capital Commitments from investors throughout the Closing 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"). The investment period began on July 15, 2019 and will continue untilended on July 15, 2023, the four-year anniversary of such date (the "Investment Period"). Our term is until July 15, 2025, 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") as a wholly-owned direct subsidiary whose assets are used to secure GIII SPV's credit facility. We established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which servesis treated as a corporation for U.S. federal income tax blocker corporationpurposes and is intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in one of our portfolio companies organized as a limited liability company; we consolidate our tax blockerthe 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.
We focus on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation primarily by investingthrough the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in or originating debt investments in companiesdefensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the Investment Adviser believes are "defensive growth" companies in non-cyclical industry niches where the Investment Adviser has developed strong proprietary researchdeep sector knowledge and operational advantages. operating resources of New Mountain Capital.
We make investments through both primary originations and open-market secondary purchases. We predominantly target loans to, andprimarily invest in senior secured debt of U.S. sponsor-backed, middle market businesses, a market segment we believe continues to be underservedcompanies, defined by other lenders. We define middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") betweenEBITDA of $10.0 million andto $200.0 million. In some cases, we may also include equity interest. The primaryOur focus is in the debt ofon defensive growth companies, which are defined asbusinesses that generally exhibitingexhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (ii)(iii) niche market dominance and high barriers to competitive entry, (iii) high(iv) recurring revenue and strong free cash flow, after capital expenditure(v) flexible cost structures and working capital needs, (iv) high returns on assets(vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and (v) niche market dominance. Unitranchesubordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose usdebt, they have risks similar to the risks associated with second liensecured debt and subordinated loans todebt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the extent we invest in the “last out” tranche.risk of loss. In some cases, our investments may also include equity interests.
As of March 31,June 30, 2023, our top five industry concentrations were software, business services, healthcare, consumer services and distribution & logistics.financial services.
As of March 31,June 30, 2023, our members' capital was approximately $1,094.2$1,097.4 million and our portfolio had a fair value of approximately $2,055.2$2,077.3 million in 98 portfolio companies.
Recent Developments
On July 15, 2023, our Investment Period ended.
On August 4, 2023, we entered into a custody agreement with Western Alliance Trust Company, N.A. ("WATC"), pursuant to which WATC was appointed to serve as an additional custodian to hold securities, loans, cash, and other assets on behalf of us. Additionally, on August 4, 2023, we entered into a custody agreement with Western Alliance Bank ("WAB"), pursuant to which WAB was appointed to hold and act as an additional custodian with respect to all deposit accounts for our funds placed through the ICS Deposit Placement Agreement.
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Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("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 estimates.
Basis of Accounting
We consolidate our wholly-owned direct subsidiaries GIII 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").
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Valuation and Leveling of Portfolio Investments
At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our 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.
(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 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. 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 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 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
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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.
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 our investments may fluctuate from period to period and the fluctuations could be material.
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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"), 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;
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.
See Item 1.—Financial Statements—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of March 31,June 30, 2023.
We generally use the following framework when determining the fair value of investments where there 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 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 current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. We also attempt to identify and subsequently track any developments at the portfolio company,
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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.
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Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing 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 latest twelve month ("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 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.
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 contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach 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.
See Item 1.—Financial Statements—Note 4. Fair Value in 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 March 31,June 30, 2023.
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. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal balance on the capitalization date and are generally due at maturity or when redeemed by the issuer. For the three and six months ended March 31,June 30, 2023, we recognized PIK interest from investments of approximately $2.8 million and March 31,$5.4 million, respectively, and PIK dividends from investments of approximately $2.4 million and $4.7 million, respectively. For the three and six months ended June 30, 2022, we recognized PIK interest from investments of approximately $2.6$1.8 million and $1.6$3.4 million, respectively, and PIK dividends from investments of approximately $2.3$1.9 million and $1.8$3.7 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 judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and,
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in management's judgment, are likely to remain current. As of March 31,June 30, 2023 and December 31, 2022, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, amendment fees, revolver 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. 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.
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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. Our 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. As such, we assign each investment a composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:
Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:
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 in-line with or above expectations
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 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 and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
Orange – 2C and 1B
Yellow – 3C, 2B, and 1A
Green – 4C, 3B, 2A, 4B, 3A, and 4A
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The following table shows the Risk Ratings of our portfolio companies as of March 31,June 30, 2023:
(in millions)(in millions)As of March 31, 2023(in millions)As of June 30, 2023
Risk RatingRisk RatingCostPercentFair ValuePercentRisk RatingCostPercentFair ValuePercent
RedRed$— — %$— — %Red$— — %$— — %
OrangeOrange— — %— — %Orange13.2 0.6 %7.5 0.4 %
YellowYellow91.1 4.3 %77.8 3.8 %Yellow122.7 5.8 %110.5 5.3 %
GreenGreen2,014.2 95.7 %1,977.4 96.2 %Green1,986.4 93.6 %1,959.3 94.3 %
$2,105.3 100.0 %$2,055.2 100.0 % $2,122.3 100.0 %$2,077.3 100.0 %
As of March 31,June 30, 2023, all investments in our portfolio had a Green Risk Rating, with the exception of six portfolio companies that had a Yellow Risk Rating and one portfolio company that had an Orange Risk Rating.
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Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $2,055.2$2,077.3 million in 98 portfolio companies at March 31,June 30, 2023 and approximately $2,053.9 million in 99 portfolio companies at December 31, 2022.
The following table shows our portfolio and investment activity for the threesix months ended March 31,June 30, 2023 and March 31,June 30, 2022:
Three Months Ended
(in millions)March 31, 2023March 31, 2022
New investments in 17 and 24 portfolio companies, respectively$25.3 $127.9 
Debt repayments in existing portfolio companies(4.3)(6.8)
Sales of securities in 3 and 0 portfolio companies, respectively(30.7)— 
Change in unrealized appreciation on 53 and 17 portfolio companies, respectively11.1 1.9 
Change in unrealized depreciation on 45 and 75 portfolio companies, respectively(8.0)(2.7)
Six Months Ended
(in millions)June 30, 2023June 30, 2022
New investments in 23 and 38 portfolio companies, respectively$40.6 $379.2 
Debt repayments in existing portfolio companies(7.8)(44.6)
Sales of securities in 4 and 0 portfolio companies, respectively(31.7)— 
Change in unrealized appreciation on 66 and 19 portfolio companies, respectively21.5 1.3 
Change in unrealized depreciation on 33 and 81 portfolio companies, respectively13.3 (17.8)
Recent Accounting Standards Updates
See PartItem 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,June 30, 2023 and March 31,June 30, 2022
Revenue
Three Months EndedThree Months Ended
(in thousands)(in thousands)March 31, 2023March 31, 2022(in thousands)June 30, 2023June 30, 2022
Total interest incomeTotal interest income$55,468 $30,004 Total interest income$58,172 $34,365 
Dividend incomeDividend income2,336 1,814 Dividend income2,388 1,872 
Fee incomeFee income651 2,348 Fee income728 3,251 
Total investment incomeTotal investment income$58,455 $34,166 Total investment income$61,288 $39,488 
Our total investment income increased by approximately $24.3$21.8 million, or 71%55%, for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022. For the three months ended March 31,June 30, 2023, total investment income of approximately $58.5$61.3 million consisted of approximately $52.1$54.8 million in cash interest from investments, approximately $2.6$2.8 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $0.8 million, approximately $2.3$2.4 million in PIK dividends from investments and approximately $0.7 million in fee income.
The increase in interest income of approximately $25.5$23.8 million during the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022 was primarily due to higher LIBOR and SOFR rates on our floating rate assets as well as larger invested balances, driven by higher drawn balances on our revolving credit facility and the issuance of our Unsecured Notes (as defined below).balances. Our increase in dividend income for the three months ended March 31,June 30, 2023 as
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compared to the three months ended March 31,June 30, 2022 was due to 1one new investment in preferred securities. Fee income during the three months ended March 31,June 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to amendment and upfront fees received from 3four different portfolio companies.
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control fee received from one of our portfolio companies.
Operating Expenses
Three Months EndedThree Months Ended
(in thousands)(in thousands)March 31, 2023March 31, 2022(in thousands)June 30, 2023June 30, 2022
Management fee$3,299 $3,303 
Less: management fee waiver— (265)
Net management feeNet management fee3,299 3,038 Net management fee$3,299 $3,302 
Interest and other financing expensesInterest and other financing expenses14,946 6,302 Interest and other financing expenses16,041 7,153 
Incentive feeIncentive fee5,817 3,535 Incentive fee5,773 4,215 
Administrative expensesAdministrative expenses685 711 Administrative expenses695 640 
Professional feesProfessional fees558 383 Professional fees494 398 
Other general and administrative expensesOther general and administrative expenses166 40 Other general and administrative expenses67 61 
Net expenses before income taxesNet expenses before income taxes25,471 14,009 Net expenses before income taxes26,369 15,769 
Income tax expenseIncome tax expense16 123 Income tax expense2,199 (172)
Net expenses after income taxesNet expenses after income taxes$25,487 $14,132 Net expenses after income taxes$28,568 $15,597 
Our total net operating expenses increased by $11.4$13.0 million for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022. Our management fee increased by approximately $0.3 million, net of a management fee waiver,remained relatively flat and our incentive fee increased by approximately $2.3$1.6 million for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances.an increase in net investment income.
Interest and other financing expenses increased by approximately $8.6$8.9 million during the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022, primarily due to higher SOFR rates on our floating rate borrowings and higher drawn balances on our revolving credit facility and our issuance of the Unsecured Notes (as defined below) in March 2022.facility.
Our administrative expenses, professional fees and other general and administrative expenses for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022 remained relatively flat. Income tax expense increased by approximately $2.4 million due to estimated income taxes on income allocated to our tax blocker, GIII OEC, which holds preferred shares in OEC Holdco, LLC.
Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation
Three Months EndedThree Months Ended
(in thousands)(in thousands)March 31, 2023March 31, 2022(in thousands)June 30, 2023June 30, 2022
Net realized losses on investmentsNet realized losses on investments$(495)$— Net realized losses on investments$(106)$— 
Net change in appreciation (depreciation) of investmentsNet change in appreciation (depreciation) of investments3,144 (772)Net change in appreciation (depreciation) of investments5,096 (15,756)
Provision for taxesProvision for taxes(52)— Provision for taxes(95)(156)
Net realized and unrealized (losses) gainsNet realized and unrealized (losses) gains$2,597 $(772)Net realized and unrealized (losses) gains$4,895 $(15,912)
Our net realized losses and unrealized appreciation resulted in a net gain of approximately $2.6$4.9 million for the three months ended March 31,June 30, 2023 as compared to net unrealized depreciation resulting in a net loss of approximately $0.8$15.9 million for the three months ended March 31,June 30, 2022. 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 gain for the three months ended March 31,June 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period, as well aspartially offset by a realized lossesloss on 3 positions.one position. The provision for income taxes was attributable to an equity investment that is held as of March 31,June 30, 2023 in one of our wholly-owned subsidiaries. The net loss for the three months ended March 31,June 30, 2022 was primarily driven by amortization on the portfolio and a slight overall decrease in market prices of our investments during the period.
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Results of Operations for the Six Months Ended June 30, 2023 and June 30, 2022
Revenue
Six Months Ended
(in thousands)June 30, 2023June 30, 2022
Total interest income$113,640 $64,369 
Dividend income4,724 3,686 
Fee income1,379 5,599 
Total investment income$119,743 $73,654 
Our total investment income increased by approximately $46.1 million, or 63%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. For the six months ended June 30, 2023, total investment income of approximately $119.7 million consisted of approximately $106.6 million in cash interest from investments, approximately $5.4 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $1.6 million, approximately $4.7 million in PIK dividends from investments and approximately $1.4 million in fee income.
The increase in interest income of approximately $49.3 million during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was primarily due to higher LIBOR and SOFR rates on our floating rate assets as well as larger invested balances. Our increase in dividend income for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was due to one new investment in preferred securities. Fee income during the six months ended June 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to amendment and upfront fees received from seven different portfolio companies and a change of control fee received from one of our portfolio companies.
Operating Expenses
Six Months Ended
(in thousands)June 30, 2023June 30, 2022
Management fee$6,598 $6,605 
Less: management fee waiver— (265)
Net management fee6,598 6,340 
Interest and other financing expenses30,987 13,455 
Incentive fee11,590 7,750 
Administrative expenses1,380 1,351 
Professional fees1,052 781 
Other general and administrative expenses233 101 
Net expenses before income taxes51,840 29,778 
Income tax expense2,215 (49)
Net expenses after income taxes$54,055 $29,729 
Our total net operating expenses increased by $24.3 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. Our management fee increased by approximately $0.3 million, net of a management fee waiver, and our incentive fee increased by approximately $3.8 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances and increased net investment income.
Interest and other financing expenses increased by approximately $17.5 million during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher SOFR rates on our floating rate borrowings and higher drawn balances on our revolving credit facility.
Our total administrative expenses, professional fees and other general and administrative expenses for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 remained relatively flat. Income tax expense increased by approximately $2.3 million due to estimated income taxes on income allocated to our tax blocker GIII OEC, which holds preferred shares in OEC Holdco, LLC.
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Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation
Six Months Ended
(in thousands)June 30, 2023June 30, 2022
Net realized losses on investments$(601)$— 
Net change in appreciation (depreciation) of investments8,240 (16,528)
Provision for taxes(147)(156)
Net realized and unrealized (losses) gains$7,492 $(16,684)
Our net realized losses and unrealized appreciation resulted in a net gain of approximately $7.5 million for the six months ended June 30, 2023 as compared to net unrealized depreciation resulting in a net loss of approximately $16.7 million for the six months ended June 30, 2022. 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 gain for the six months ended June 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period, partially offset by realized losses on four positions. The provision for income taxes was attributable to an equity investment held as of June 30, 2023 in one of our wholly-owned subsidiaries. The net loss for the six months ended June 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.
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.
We expect to generate cash from (1) cash flows from investments and operations and (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, 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. Upon organization, the Investment Adviser, as the initial unitholder, authorized us to adopt the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, as amended by the Small Business Credit Availability Act, which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to us.us from 200.0% to 150.0%. 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 March 31,June 30, 2023, our asset coverage ratio was 214.3%212.8%.
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,June 30, 2023 and December 31, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)June 30, 2023December 31, 2022
Capital CommitmentsCapital Commitments$1,149.1 $1,149.1 Capital Commitments$1,149.1 $1,149.1 
Unfunded Capital CommitmentsUnfunded Capital Commitments— — Unfunded Capital Commitments— — 
% of Capital Commitments funded% of Capital Commitments funded100.0 %100.0 %% of Capital Commitments funded100.0 %100.0 %
As of March 31,June 30, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $30.1$31.1 million and $28.3 million, respectively. Our cash provided by (used in) operating activities for the threesix months ended March 31,June 30, 2023 and March 31,June 30, 2022, were approximately $33.8$52.5 million and $(170.2)$(371.7) million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and 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,June 30, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments totaling $206.5$193.8 million and $234.5 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
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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,June 30, 2023 and December 31, 2022, we had no commitment letters to purchase investments, which could require funding in the future. As of March 31,June 30, 2023 and December 31, 2022, 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") (as amended, from time to time, and most recently amended on March 9, 2022, the "Loan Authorization Agreement"), which allowed us to borrow on a revolving credit basis an aggregate principal amount which could not exceed the lower of $250.0 million or 80.0% of the remaining unfunded Capital Commitments (the "BMO Subscription Line"). On March 25, 2022, all outstanding borrowings under the BMO Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments.
From July 30, 2019 to March 9, 2022, the BMO Subscription Line bore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ("LIBOR") for each day plus 2.50% per annum. As of the most recent amendment on March 9, 2022, in addition to certain other changes, the BMO Subscription Line was 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 2.50% 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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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 and six months ended March 31,June 30, 2023 and March 31,June 30, 2022.
Wells Credit Facility—On August 30, 2019, our wholly-owned subsidiary, GIII SPV, entered into the Loan and Security Agreement (as amended, from time to time, the "Loan and Security Agreement") as the borrower, us as collateral manager and equityholder, the lenders from time to time party thereto, and Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian (as amended, from time to time, the "Loan and Security Agreement"), which is structured as a secured revolving credit facility (the "Wells Credit Facility"). The Wells Credit Facility will mature on July 15, 2025 and has a maximum facility amount of $800.0 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. The Wells Credit Facility is non-recourse to us 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 Statements of Assets, Liabilities and 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.
As of the amendment on March 11, 2022 (the "Fourth Amendment to the Loan and Security Agreement") and through the time of this Quarterly Report on Form 10-Q, 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 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 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).
As of March 31,June 30, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $682.6$697.6 million and $685.6 million, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility 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 Wells Credit Facility for the three and six months ended March 31,June 30, 2023 and March 31,June 30, 2022.
Unsecured Notes—On August 4, 2021, we 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, 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 the 2021A Tranche A Notes, the "2021A Unsecured Notes"). On March 10, 2022, we entered into a first supplement (the "Supplement") to the 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”).
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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 commenced on July 15, 2022. These interest rates are subject to increase in the 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 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 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) $25.0 million and (B) 10% of the aggregate principal of the Unsecured Notes issued under the Note Purchase Agreement.
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 status as a business development companyBDC under the 1940 Act, and a regulated investment companyRIC under Subchapter M of the Code, minimum stockholders’ equity, and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as
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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; and 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,June 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $275.0 million and $275.0 million, respectively, and we were in compliance with the applicable covenants in the Note Purchase Agreement 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 Unsecured Notes for the three and six months ended March 31,June 30, 2023.

Contractual Obligations
A summary of our significant contractual payment obligations as of March 31,June 30, 2023 is as follows:
Contractual Obligations Payments Due by Period Contractual Obligations Payments Due by Period
(in millions)(in millions)TotalLess than
1 Year
1 - 3 Years3 - 5 YearsMore than
5 Years
(in millions)TotalLess than
1 Year
1 - 3 Years3 - 5 YearsMore than
5 Years
Unsecured Notes (1)Unsecured Notes (1)$275.0 $— $275.0 $— $— Unsecured Notes (1)$275.0 $— $275.0 $— $— 
Wells Credit Facility (2)Wells Credit Facility (2)682.6 — 682.6 — — Wells Credit Facility (2)697.6 — 697.6 — — 
Total Contractual ObligationsTotal Contractual Obligations$957.6 $— $957.6 $— $— Total Contractual Obligations$972.6 $— $972.6 $— $— 
(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 $800.0 million Wells Credit Facility, all outstanding borrowings under that facility ($682.6697.6 million as of March 31,June 30, 2023) must be repaid on or before July 15, 2025. As of March 31,June 30, 2023, there was approximately $117.4$102.4 million of possible capacity remaining under the Wells Credit Facility. See "Borrowings""Borrowings", for material details on the Wells Credit Facility.
We have entered into the investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment
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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 (the "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
Distributions declared to unitholders for the threesix months ended March 31,June 30, 2023 and March 31,June 30, 2022 totaled approximately $32.7$67.2 million and $20.8$45.7 million, respectively.
Tax characteristics of all distributions paid are reported to unitholders on Form 1099 or 1042 after the end of the calendar year. For the years ended December 31, 2022 and December 31, 2021, total distributions declared were $102.3 million and $44.3 million, respectively, of which the distributions were comprised of approximately 100.00% and 98.59%, respectively, of ordinary income, 0.00% and 1.41%, 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 and six months ended March 31,June 30, 2023, approximately $0.2 million and $0.4 million, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of March 31,June 30, 2023, $0.2 million of indirect administrative expenses were included in payable to affiliates on the Consolidated Statements of Assets, Liabilities and Members' Capital.
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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 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 allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio
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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" (as defined in Section 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. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
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. 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. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as LIBOR and SOFR, 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. During the three and six months ended March 31,June 30, 2023, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of March 31,June 30, 2023, approximately 95.3%95.1% 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 approximately 4.7%4.9% of investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facility is also subject to floating interest rates and is currently paid based on floating SOFR rates and prime interest rates.
The following table estimates the potential changes in net cash flow generated from interest income andnet of interest 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 March 31,June 30, 2023. Interest expense is calculated based on the terms of our outstanding revolving credit facilities and unsecured notes. For our floating rate credit facilities, we use the outstanding balance as of March 31,June 30, 2023. Interest expense on our floating rate credit facilities is calculated usingThis analysis does not take into account the interest rate asimpact of March 31, 2023, adjusted for the hypothetical changes in rates, as shown below.incentive fee or other expenses. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of March 31,June 30, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31,June 30, 2023, 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 RatesEstimated Percentage
Change in Interest
Income Net of
Interest Expense
(unaudited)
–25 Basis Points(1.80)(1.73)%
Base Interest Rate— %
+100 Basis Points7.196.92 %
+200 Basis Points14.3813.84 %
+300 Basis Points21.5720.76 %
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Item 4.    Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of March 31,June 30, 2023 (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 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 SEC filings is recorded, processed, summarized and reported within the time periods specified in the 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 Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31,June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
The terms "we", "us", "our" and the "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 legal proceedings as of March 31,June 30, 2023. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Fund-Level Borrowings". The risks described in our Annual Report on Form 10-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. There have been no material changes during the three months ended March 31,June 30, 2023 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 other than those set forth below.
Covenant-lite loans may offer us fewer protections than traditional investments.
Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer restrictionsfinancial covenants on the borrower's operations and use of proceeds than do debt instruments that contain traditional financial and operating covenants.borrower. In particular, borrowers under such covenant-lite loans oftenmay have greater flexibility in how they use proceeds of such borrowings, as well as how they operate their business and manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.
LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.
The ICE Benchmark Administration ("IBA") (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority ("FCA"), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.
In the United States, the Secured Overnight Financing Rate ("SOFR") is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding US. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.
Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate ("CME Term SOFR"). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month
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CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None, other than those already disclosed in certain current reports on Form 8-K filed with the SEC.
Item 3.    Defaults Upon Senior Securities.
None.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
(a) None.

(b) None.

(c) For the period covered by this Quarterly Report on Form 10-Q, no director or officer has entered into any (i) contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of the our
securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws,
rules and regulations.
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Item 6.    Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission:
Exhibit Number Description
3.1 
3.2  
4.1 
10.1 
10.2 
31.1 
31.2 
32.1 
32.2 
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'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 Quarterly Report on Form 10-Q filed on November 13, 2019.
(3)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Current Report on Form 8-K filed on July 23, 2021.June 29, 2023.
(4)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Current Report on Form 8-K filed on August 10, 2023.
* 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 May 12,August 11, 2023.
 NEW MOUNTAIN GUARDIAN III BDC, L.L.C.
 By:/s/ JOHN R. KLINE
John R. Kline
President and Chief Executive Officer
(Principal Executive Officer)
 By:/s/ LAURA C. HOLSON
Laura C. Holson
Chief Financial Officer
(Principal Financial and Accounting Officer), Chief Operating Officer and Treasurer
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