UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 26, 2019
New Mountain Guardian III BDC, L.L.C.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56072 | 84-1918127 | ||
(State or other jurisdiction of | (Commission | (IRS Employer Identification Number) |
787 7th Avenue, 48th Floor, New York, NY 10019
(Address of principal executive offices)
Registrant’s telephone number, including area code (212) 720-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 26, 2019, New Mountain Guardian III BDC, L.L.C.’s wholly-owned subsidiary, New Mountain Guardian III SPV, L.L.C., as the borrower, entered into a Joinder Supplement (the “Wells Facility Joinder”) to increase Wells Fargo Bank, National Association’s commitment under its secured revolving credit facility with Wells Fargo Bank, National Association, as the administrative agent (the “Wells Facility”). After giving effect to the Wells Facility Joinder, the aggregate commitments of the lenders under the Wells Facility equals $200,000,000. The Wells Facility will still mature on August 30, 2024.
The description above is qualified in its entirety by reference to the copy of the Wells Facility Joinder, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
Exhibit No.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| NEW MOUNTAIN Guardian III BDC, L.L.C. | |||
| Date: November 29, 2019 | By: | /s/ Karrie J. Jerry | |
| Name: | Karrie J. Jerry | ||
| Title: | Corporate Secretary | ||
