M&A: KLINSKY STEVEN B

Form Type: SCHEDULE 13D

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131320

Comments: On December 17, 2024, New Mountain Private Credit Fund (the 'Issuer') executed a merger agreement whereby New Mountain Guardian III BDC, L.L.C. (GIII) was merged into the Issuer. This merger resulted in the Issuer continuing as the surviving entity. The agreement allows GIII unitholders to either receive cash equivalent to the net asset value or exchange their holdings for common shares of the Issuer in what is termed a 'Rollover Transaction'. Notably, on the same date, Steven B. Klinsky and New Mountain GP Holdings, L.P. received a significant number of shares through this transaction, with Klinsky estimating to hold 6,203,828 shares or approximately 15.9% ownership of the Issuer post-merger. Klinsky was also involved in a subscription agreement related to an additional 50,400 shares. Moreover, a letter agreement was established on December 16, 2024, restricting the disposal of shares received for five years from the closing date, indicating a long-term investment strategy. The filing highlights Klinsky's entities' structured investment approach and their role in the merger, reflecting a solidified interest in increasing shareholder value.

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