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): June 28, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
New Mountain Guardian III BDC, L.L.C. (the “Company”) entered into a 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, effective as of June 28, 2023.
A description of the material amendments to the Company’s Third Amended and Restated Limited Liability Company Agreement, dated as of July 22, 2021, effected in the Fourth A&R LLC Agreement, was included in Item 5.07 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2023 (the “Prior Report”) and is incorporated herein by reference. The foregoing and the descriptions in the Prior Report of the Fourth A&R LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourth A&R LLC Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
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: June 29, 2023 | By: | /s/ Joseph W. Hartswell |
| | | Name: | Joseph W. Hartswell |
| | | Title: | Chief Compliance Officer and Corporate Secretary |
