M&A: New Mountain Guardian III BDC, L.L.C.

Form Type: N-54C

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000162828024052091

Comments: The document notifies the SEC of the withdrawal of New Mountain Guardian III BDC, L.L.C.'s election to be subject to sections 55 through 65 of the Investment Company Act of 1940. This withdrawal follows the merger with New Mountain Private Credit Fund (NEWCRED) on December 17, 2024, as per the Agreement and Plan of Merger dated October 11, 2024. NEWCRED succeeded New Mountain Guardian III BDC, L.L.C. as the surviving entity and is now regulated as a business development company under section 54(a) of the Act. The notification was duly signed by authorized representatives of NEWCRED on December 19, 2024 in New York.

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Form Type: SCHEDULE 1

Filing Date: 2024-12-19

Corporate Action: Merger

Type: Update

Accession Number: 000110465924130294

Comments: On December 17, 2024, New Mountain Private Credit Fund acquired New Mountain Guardian III BDC, L.L.C. through a Merger Agreement dated October 11, 2024. On the Closing Date, the Issuer merged with NEWCRED, with NEWCRED as the surviving company. Holders of Units had the option to convert their Units into cash equal to the net asset value or exchange them for shares of NEWCRED. Reporting Persons exchanged their entire ownership of 28,078,480 Units for shares of NEWCRED in a Rollover Transaction. Following the merger, the Reporting Persons no longer beneficially own any Units of the Issuer. The amendment does not modify information previously reported but reflects the changes resulting from the merger process.

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