New Mountain Guardian Investments III, L.L.C.
Filed: 19 Dec 24, 6:17pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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New Mountain Guardian Investments III, L.L.C. (Name of Issuer) |
Units of Limited Liability Company Interests (Title of Class of Securities) |
000000000 (CUSIP Number) |
Joseph Hartswell New Mntn Guardian Investments III L.L.C., 1633 Broadway, 48th Floor New York, NY, 10019 212-720-0300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/17/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
New Mountain Guardian III BDC, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
KLINSKY STEVEN B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Units of Limited Liability Company Interests | |
| (b) | Name of Issuer:
New Mountain Guardian Investments III, L.L.C. | |
| (c) | Address of Issuer's Principal Executive Offices:
1633 BROADWAY, 48TH FLOOR, NEW YORK,
NEW YORK
, 10019. | |
Item 1 Comment:
For clarification, the Reporting Person is New Mountain Guardian Investments III, L.L.C, with CIK 0001788186 and the Issuer is New Mountain Guardian III, B.D.C. with CIK 0001781870. We are filing this way in order to link to the original Schedule 13D filing which was filed incorrectly with the reporting person's CIKs flipped.
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statements on Schedule 13D filed on February 12, 2020, as amended by Amendment No. 1 filed on May 7, 2020, as amended by Amendment No. 2 filed on October 3, 2022 (as so amended, the "Schedule 13D") relating to the units of limited liability company interests (the "Units") of New Mountain Guardian III BDC, L.L.C. (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. The principal executive office of the Issuer is 1633 Broadway, 48th Floor, New York, New York 10019. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
On December 17, 2024 (the "Closing Date"), New Mountain Private Credit Fund ("NEWCRED") acquired the Issuer pursuant to an Agreement and Plan of Merger dated as of October 11, 2024 (the "Merger Agreement"), by and among the Issuer, NEWCRED, and solely for the limited purposes set forth therein, New Mountain Finance Advisers, L.L.C. ("NMFA"). On the Closing Date, among other things, (a) the Issuer merged with and into NEWCRED (the "Merger") with NEWCRED continuing as the surviving company and (b) each Unit, was, at the option of the holder, either (i) converted into the right to receive an amount in cash equal to the Issuer per Unit net asset value ("NAV") determined as set forth in the Merger Agreement, (ii) transferred to NEWCRED in exchange for shares of beneficial interest of NEWCRED (such transfer, the "Rollover Transaction"), or a combination thereof (the "Unit Merger Consideration").
Reporting Persons executed a subscription agreement for their entire ownership of 28,078,480 Units to be exchanged for shares of beneficial interest of NEWCRED in the Rollover Transaction. Consequently, the 28,078,480 Issuer Units directly held by New Mountain Guardian Investments III, L.L.C. at the time of the Merger were converted into the right to receive the Unit Merger Consideration, and the Reporting Persons no longer beneficially own any Units. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) and (e) of the Schedule 13D is hereby amended and restated as follows:
On the Closing Date following the Merger and as of the date hereof, each of the Reporting do not beneficially own any Units. | |
| (b) | On the Closing Date following the Merger and as of the date hereof, each of the Reporting do not beneficially own any Units. | |
| (c) | Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Units during the past 60 days. | |
| (e) | On the Closing Date, following the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Units outstanding. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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