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): May 23, 2023
New Mountain Guardian III BDC, L.L.C.
(Exact name of Registrant as specified in its charter)
| Delaware | | 000-56072 | | 84-1918127 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1633 Broadway, 48th Floor, New York, New York | 10019 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 720-0300
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
x 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2023, holders of a majority of New Mountain Guardian III BDC, L.L.C.’s (the “Company”) outstanding units of limited liability company interests (the “Units”) approved, via written consent, the Fourth Amended and Restated Limited Liability Company Agreement (the “Fourth A&R LLC Agreement”), which amends and restates the agreement that sets forth the terms pursuant to which the Company is operated. The consents represented 72,754,480 Units, or 63.32% of the outstanding Units, which constituted a majority-in-interest of the common unitholders. The Company’s board of directors had previously approved the Fourth A&R LLC Agreement on April 25, 2023. No other votes are required to adopt the Fourth A&R LLC Agreement. The Fourth A&R LLC Agreement will not become effective until 20 calendar days after the definitive information statement is sent to holders of the Company’s Units.
The Fourth A&R LLC Agreement amended certain provisions of the Company’s Third Amended and Restated Limited Liability Company Agreement, dated as of July 22, 2021 (the “Third A&R LLC Agreement”), to (i) clarify that the Company can fund delayed draw term loans and revolvers after the end of the Investment Period (as defined in the Third A&R LLC Agreement) for commitments that were made prior to the end of the Investment Period, (ii) remove the limitation that Follow-On Investments and Follow-Up Investments (each as defined in the Third A&R LLC Agreement) may only be made for three months following the end of the Investment Period, and (iii) clarify the permissibility of wind-down financing facilities following the termination of the Investment Period in order to speed the return of capital to investors and maximize returns during the Company’s wind-down. Capitalized terms not defined herein shall, unless otherwise indicated, have the meanings ascribed in the Third A&R LLC Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
| | NEW MOUNTAIN Guardian III BDC, L.L.C. |
| | | |
| Date: May 30, 2023 | By: | /s/ Joseph W. Hartswell |
| | | Name: Joseph W. Hartswell |
| | | Title: Chief Compliance Officer and Corporate Secretary |
