UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): October 21, 2024

Date of Report (Date of earliest event reported): October 11, 2024

New Mountain Guardian III BDC, L.L.C.

(Exact name of Registrant as specified in its charter)

Delaware	000-56072	~~000-56072~~	84-1918127	~~84-1918127~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

1633 Broadway, 48th Floor
1633 Broadway, 48th Floor, New York, New York	10019
New York, New York		10019
(Address of principal executive offices)	(Zip Code)
(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))

☐ 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:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~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).

Emerging growth company ☒x

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 12.0102. ~~Entry~~ ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

~~Agreement~~Preliminary Estimates ~~and~~of ~~Plan~~Results as of ~~Merger~~September 30, 2024

~~On October 11, 2024,~~ New Mountain Guardian III BDC, L.L.C., ~~a Delaware limited liability company~~ (the “Company”), ~~entered into an Agreement and Plan of Merger (the~~ “~~Merger Agreement~~we”) ~~with~~or ~~New Mountain Private Credit Fund, a Maryland statutory trust (~~“~~NEWCRED~~our”), ~~and,~~is ~~solely~~announcing ~~for~~preliminary ~~the~~estimates of ~~limited~~its ~~purposes~~financial ~~set~~condition ~~forth~~and ~~therein,~~results ~~New~~of ~~Mountain~~operations ~~Finance~~as ~~Advisers,~~of ~~L.L.C., a Delaware limited liability company~~ and ~~the~~for ~~investment adviser to~~ the ~~Company~~three ~~and~~months ~~NEWCRED~~ended ~~(“NMFA”).~~September ~~The~~30, ~~Merger Agreement provides that~~2024, ~~subject~~which toare ~~the~~estimated ~~terms and conditions set forth in the Merger Agreement,~~ as of October ~~the effective time (the “Effective Time”)~~21, ~~the~~2024 ~~Company will be merged with~~ and ~~into~~are ~~NEWCRED,~~set ~~with~~forth ~~NEWCRED continuing as the surviving company (the “Merger”)~~below.

~~Company~~We estimate ~~Board~~that ~~Recommendation~~our net asset value per unit as of September 30, 2024 was between $7.45 per unit and $7.50 per unit.

~~The~~We estimate ~~board~~that ofour ~~directors~~adjusted ofnet ~~the~~asset ~~Company~~ value(~~the “Company Board”~~1), onper ~~the~~unit ~~unanimous recommendation of a special committee comprised solely of the directors of the Company Board who are not “interested persons” (~~as ~~defined in Section 2(a)(19)~~ of ~~the~~September ~~Investment Company Act of 1940~~30, as2024 ~~amended~~was ~~(the~~between ~~“1940~~$9.56 ~~Act”))~~per ofunit ~~the Company (the “Independent Directors”), has approved, among other things, (i) the Merger Agreement~~ and ~~the~~$9.61 ~~transactions~~per contemplated thereby (including the Merger) and (ii) the amendment and restatement of the Company’s Fourth Amended and Restated Limited Liability Agreement, dated as of June 28, 2023 (the “LLC Agreement”), substantially in the form attached to the Merger Agreementunit.

The Company has filed a consent solicitation statement in preliminary and definitive form (the “Consent Solicitation Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of written consents authorized by the Company Board to take action without a meeting of the Company's unitholders related to the approval of the Merger Proposal and the LLC Agreement Amendment Proposal (each as defined below).

(in millions, expect per unit data)
(unaudited)
	3/31/2024			6/30/2024			9/30/2024 (Low)			9/30/2024 (High)
Members Capital/Net Asset Value (2)	$	1,067.3		$	919.8		$	856.4		$	861.2
Units (GAAP)		114.9			114.9			114.9			114.9
Unit Adjustment (3)		(5.2	)		(14.9	)		(5.2	)		(5.2	)
Adjusted Units (4)		109.7			94.8			89.6			89.6

Members Capital/Net Asset Value per Unit (GAAP) (5)	$	9.29		$	8.00		$	7.45		$	7.50

Members Capital/Net Asset Value per Unit (Adjusted) (1)(6)	$	9.73		$	9.70		$	9.56		$	9.61

~~Merger~~(1) ~~Proposal~~“Adjusted net asset value” is a non-GAAP financial measure. The Company believes that adjusted net asset value provides useful information to investors and management because it reflects the Company’s estimated net asset value per unit based on the fair value of the Company’s portfolio, exclusive of the impact of any return of capital during the applicable period. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. The above table provides a reconciliation of our estimates for net asset value to adjusted net asset value for the periods reflected.

~~The Company is soliciting approval of the Company's unitholders via written consent to~~ (i2) September ~~the Merger Agreement and the Merger (pursuant to Section 18-209 of the Delaware Limited Liability Company Act) and (ii) the Merger and the Rollover Transaction (as defined below)~~30, ~~taken~~2024 ~~together~~data ~~(pursuant~~is ~~to Rule 17a-8 of the 1940 Act using the voting standard set forth in Section 2(a)(42) thereunder) (the “Merger Proposal”)~~estimated.

~~In connection therewith, at the Effective Time, each issued and outstanding unit of limited liability company interest of the Company~~ (~~each, a “Company~~ 3) Unit” ~~and,~~adjustment ~~together,~~calculated ~~the~~each ~~“Company~~period ~~Units”), except for Company Units owned~~ by ~~NEWCRED or any of its consolidated subsidiaries, will be converted into~~ the ~~right~~respective toperiod's ~~receive~~return anof ~~amount~~capital indistributions ~~cash~~divided ~~equal~~by to the ~~Company~~prior ~~Per~~quarter's ~~Unit~~ending net ~~NAV~~asset ~~(as~~value ~~defined~~per ~~below)~~adjusted ~~(the “Merger Consideration”)~~unit.

~~Under the Merger Agreement, on a date which is no earlier than forty-eight~~ (484) Sum ~~hours (excluding Sundays and holidays) prior to the Effective Time (the “Determination Date”), the Company will deliver to NEWCRED a calculation~~ of its estimated net asset value (“NAV”), calculated in good faith as of the Determination Date and based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV, historically used by the Company in preparing the calculation of the NAV per Company Unit (with an accrual for any dividend declared by the Company and not yet paid) (the “Closing NAV”). In addition, the Company will utilize the services of one or more third-party valuation agents in preparing the valuation of each ~~material~~period's ~~security~~Units ~~or other asset of the Company that~~ (iGAAP) ~~does~~plus ~~not~~unit have a readily available market quotation and (ii) has been given a risk rating below the score of “4A” based on its operating performance and underlying business characteristics as of September 30, 2024adjustment. In preparing such calculation, the estimated NAV will be reduced by any unpaid fees and expenses payable by the Company for services provided through the closing date in connection with the Merger Agreement, the transactions contemplated thereby and the organization and capitalization of NEWCRED, including legal fees and related expenses, investment banking fees and related expenses, if any, and accounting fees and related expenses. Using

~~such calculation, the parties will calculate the “Company Per Unit NAV”, which means the quotient of~~ (i5) Respective ~~the~~period's ~~Closing~~Members ~~NAV~~Capital/Net Asset Value divided by ~~(ii)~~ the ~~number of Company~~ Units ~~issued~~(GAAP) ~~and outstanding as of the Determination Date~~amount.

~~The Company will update the calculation of the Closing NAV in the event that the closing of the Merger~~ (~~the “Closing”~~6) Respective isperiod's ~~subsequently~~Members ~~materially~~Capital/Net ~~delayed~~Asset orValue ~~there~~divided isby ~~a material change to~~ the ~~Closing~~amount ~~NAV~~of ~~prior~~Adjusted to the Closing (including any dividend declared after the Determination Date but prior to the Closing) and as needed to ensure the Closing NAV is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective TimeUnits.

~~Prior to the Closing, the Company unitholders will be given the opportunity to transfer all or a portion~~ Declaration of ~~their~~Quarterly Company Units to NEWCRED in exchange for shares of beneficial interest of NEWCRED (such transfer, the “Rollover Transaction”). The Rollover Transaction will be effected through subscription agreements for a private offering that will be completed by the participating unitholders and returned to NEWCRED.Distribution

~~LLC~~On September ~~Agreement~~23, ~~Amendment~~2024, ~~Proposal~~the Company’s board of directors declared a quarterly distribution of $0.217 per unit payable on October 18, 2024 to holders of record as of September 27, 2024.

The information ~~Company~~disclosed isunder ~~also~~this ~~soliciting~~Item ~~approval~~2.02 ofis ~~the~~being ~~Company's~~furnished ~~unitholders via written consent to the amendment~~ and ~~restatement~~shall ofnot ~~the~~be ~~LLC~~deemed ~~Agreement~~“filed” for ~~the~~ purposes of, ~~among other things, (i) extending the Company’s Investment Period (as defined in the LLC Agreement) until August 31, 2025 for purposes~~ Section 18 of ~~allowing~~ the ~~Company~~Securities toExchange ~~retain~~Act ~~and use the realized proceeds from the sale or repayment~~ of ~~its~~1934, ~~investments for making additional investments and paying Company expenses~~ as ~~set~~amended ~~forth in Section 4.1~~(~~c) of~~ the ~~LLC Agreement (the~~ “~~Reinvestment~~Exchange ~~Investment Period~~Act”), or ~~and~~otherwise ~~(ii)~~subject ~~allowing~~to the ~~Company~~liabilities ~~to enter into financing facilities to obtain leverage for purposes~~ of that making additional investments with such realized proceeds during the Reinvestment Investment Period (the “LLC Agreement Amendment Proposal” and, together with the Merger Proposal, the “Proposals”)section.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties by each of the Company, NEWCRED and NMFA, subject to specified exceptions and qualifications. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and NEWCRED’s businesses during the period prior to the Closing, the preparation of the Consent Solicitation Statement and obtaining certain regulatory and third party consents, if any. The Company has agreed to solicit written consents from its unitholders for the purpose of obtaining the approvals required of the Company’s unitholders for each of the Proposals and has agreed to recommend that the unitholders approve the Proposals.

The Merger Agreement includes restrictions on the ability of the Company to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions, which could have the effect of discouraging such proposals from being made or pursued. However, the Company Board may, subject to certain terms and conditions set forth in the Merger Agreement, change its recommendation to its unitholders, terminate the Merger Agreement and enter into an agreement with respect to a superior proposal if the Company Board (including a majority of the Independent Directors thereto) determines in its reasonable good faith judgment, after consultation with its outside legal counsel and, with respect to financial matters, its financial advisor, that the failure to take such action would be a breach of the directors’ fiduciary duties under applicable law (taking into account, among other factors, any changes to the Merger Agreement proposed by NEWCRED).

Conditions to the Merger; Termination of the Merger Agreement

Consummation of the Merger, which is currently anticipated to occur in December 2024, is subject to the satisfaction of certain closing conditions, including obtaining requisite approvals of the Company’s unitholders for each of the Proposals, absence of a material adverse effect with respect to NEWCRED and the Company and certain other closing conditions set forth in the Merger Agreement.

In addition, the Merger Agreement contains certain termination rights in favor of one or both of the Company and NEWCRED, including if the Merger is not completed on or before August 31, 2025, or if the requisite approvals of the Company’s unitholders for each of the Proposals is not obtained.

General

The foregoing summary description of the Merger Agreement and the transactions contemplated thereby (including the proposed amendment and restatement of the LLC Agreement) is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

The Merger Agreement has been filed as Exhibit 2.1 to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the parties thereto or their respective subsidiaries and affiliates. The Merger Agreement contains representations, warranties, covenants and agreements that were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

Forward-Looking Statements

~~Some~~Item 2.02 of ~~the statements in~~ this ~~document~~Form 8-K ~~constitute~~contains forward-looking statements ~~because~~with ~~they~~respect ~~relate~~ to ~~future~~the ~~events~~business and investments of the Company, ~~future~~including, but ~~performance~~not orlimited to, the preliminary estimates of its financial ~~condition. The~~information ~~forward-looking~~and ~~statements~~results ~~may~~for ~~include~~the ~~statements~~three asmonths ended September 30, 2024, which are based on current information available to: ~~future~~the ~~operating~~Company ~~results~~as of the ~~Company,~~date ~~and~~hereof. ~~distribution~~The ~~projections;~~preliminary ~~business~~financial ~~prospects~~estimates offurnished above are based on the Company, management’s preliminary determinations and ~~the~~current ~~prospects~~expectations as of ~~its~~October ~~portfolio~~21, ~~companies;~~2024, and ~~the~~such ~~impact~~information is ofinherently ~~the~~uncertain. ~~investments~~The ~~that~~preliminary ~~the~~financial ~~Company~~estimates ~~expects~~provided toherein ~~make. In~~have ~~addition~~been prepared by, ~~words~~and ~~such~~are asthe ~~“anticipate,”~~responsibility ~~“believe~~of,” ~~“expect~~management. Neither Deloitte & Touche LLP,” ~~“seek~~our independent registered public accounting firm,” ~~“plan~~nor any other independent accountants have audited,” ~~“should~~reviewed,” ~~“estimate~~compiled,” ~~“project”~~or ~~and~~performed ~~“intend”~~any ~~indicate~~procedures ~~forward-looking~~with ~~statements~~respect to the preliminary financial data set forth above. Accordingly, Deloitte & ~~although~~Touche LLP does not ~~all~~express ~~forward-looking~~an ~~statements~~opinion ~~include~~or ~~these~~any ~~words. The~~form ~~forward-looking~~of ~~statements~~assurance ~~contained~~with inrespect ~~this~~thereto ~~document~~and ~~involve~~assumes ~~risks~~no responsibility for, and ~~uncertainties.~~disclaims any association with, this information.

~~Certain~~The preliminary ~~factors~~financial ~~could~~estimates ~~cause~~may ~~actual~~not ~~results~~align ~~and~~with ~~conditions~~the toCompany’s ~~differ~~actual ~~materially~~results ~~from~~of ~~those~~operations ~~projected,~~for ~~including~~ the ~~uncertainties~~period, ~~associated~~which ~~with~~will ~~(i)~~not be ~~the~~known ~~ability~~until of the ~~parties~~Company tocompletes ~~consummate~~its ~~the~~customary ~~Merger~~financial onquarter-end ~~the expected timeline~~closing, orincluding ~~at all; (ii)~~ the ~~failure~~determination of ~~unitholders~~the tofair ~~consent~~value to of the ~~Proposals;~~Company’s ~~(iii)~~portfolio ~~the~~investments, ~~effects~~final ofadjustments ~~disruption~~and onother ~~the~~developments ~~business~~that ofarise ~~the~~between ~~Company~~now ~~from~~and the ~~Merger;~~time ~~(iv)~~that ~~any~~our financial ~~potential~~results ~~termination~~for of the ~~Merger~~fiscal ~~Agreement~~quarter orended ~~action~~September of30, ~~unitholders~~2024 ~~with~~are ~~respect~~finalized. toActual ~~the~~results ~~Merger;~~could ~~(v)~~differ ~~changes~~materially infrom the current ~~Company’s~~preliminary ~~NAV;~~financial ~~(vi)~~estimates ~~changes~~based inon ~~the~~adjustments ~~Company~~made ~~Per~~during ~~Unit NAV; (vii)~~ the Company’s ~~future~~quarter-end ~~operating~~closing ~~results;~~and ~~(viii)~~audit procedures, and the Company’s ~~business~~reported ~~prospects~~information ~~and~~in ~~the prospects of~~ its ~~portfolio~~Quarterly ~~companies;~~Report ~~(ix)~~on ~~the~~Form 10-Q ~~effect of investments that the Company expects to make and the competition~~ for ~~those investments; (x)~~ the ~~Company’s~~fiscal ~~contractual~~quarter ~~arrangements~~ended September ~~and relationships with third parties~~30, ~~including~~2024 ~~with~~may ~~respect~~differ tofrom ~~portfolio~~this ~~companies~~information, and ~~lenders;~~any ~~(xi)~~such ~~actual~~differences ~~and~~may ~~potential~~be ~~conflicts~~material. ofIn ~~interest~~addition, ~~with~~ the ~~Company~~information furnished ~~and~~above ~~its~~does ~~affiliates;~~not ~~(xii)~~include ~~the~~all ~~dependence~~ of the ~~Company’s~~information ~~future~~regarding ~~success on~~ the ~~general economy and its effect on the industries in which it invests; (xiii) the ability of the~~ Company’s ~~portfolio~~financial ~~companies~~condition toand ~~achieve~~results ~~their~~of ~~objectives;~~operations for ~~(xiv)~~ the ~~adequacy~~three ofmonths ~~financing~~ended ~~sources~~September ~~and~~30, ~~working~~2024 ~~capital;~~that ~~(xv)~~may ~~the~~be ~~timing~~important ofto ~~cash~~readers. ~~flows,~~As ifa ~~any~~result, ~~from~~readers ~~the~~are ~~operations~~cautioned ofnot ~~the~~to ~~Company’s~~place undue ~~portfolio~~reliance ~~companies;~~on ~~(xvi)~~the ~~general~~information ~~economic~~furnished ~~and~~in ~~political~~Item ~~trends~~2.02 and ~~other~~should ~~external~~view ~~factors;~~this ~~(xvii)~~information ~~changes or potential disruptions~~ in the ~~operations~~context of the Company,’s ~~the~~full third ~~economy,~~quarter ~~financial~~2024 ~~markets~~results orwhen ~~political~~such ~~environment,~~results ~~including~~are ~~impacts~~disclosed ofby ~~inflation~~the ~~and~~Company ~~interest rates; (xviii) risks associated with possible disruption~~ in ~~the~~its ~~operations~~Quarterly ofReport ~~the~~on ~~Company~~Form 10-Q orfor the ~~economy~~fiscal quarter ~~generally~~ended ~~due~~September ~~to terrorism~~30, ~~war~~2024. orThe ~~other~~information ~~geopolitical~~furnished ~~conflict (including conflict~~ in ~~the~~this ~~Middle~~Item ~~East~~2.02 ~~and~~is ~~Eastern~~based ~~Europe),~~on ~~natural~~our ~~disasters~~management’s orcurrent expectations ~~public~~that ~~health~~involve ~~crises~~substantial risks and ~~epidemics;~~uncertainties ~~(xix)~~that ~~the~~could ~~ability~~cause ofactual ~~NMFA~~results to ~~locate~~differ ~~suitable~~materially ~~investments~~from ~~for~~ the ~~Company~~results expressed ~~and~~in, toor ~~monitor~~implied ~~and~~by, ~~administer~~ such ~~investments;~~ information.

~~(xx)~~Item ~~the~~7.01 ~~ability~~Regulation ofFD NMFA or its affiliates to attract and retain highly talented professionals; (xxi) the Company’s ability to qualify and maintain its qualification as a business development company; (xxii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger; (xxiii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxiv) the effect of changes to tax legislation and the Company’s tax position; (xxv) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in the Company’s operating areas; (xxvi) an economic downturn that could have a material adverse effect on the Company’s portfolio companies’ results of operations and financial condition, which could lead to a loss on some or all of the Company’s investments in such portfolio companies and have a material adverse effect on the Company’s results of operations and financial condition; and (xxvii) other considerations that may be disclosed from time to time in the publicly disseminated documents and filings of the CompanyDisclosure.

The information ~~Company~~contained ~~has based the forward-looking statements included~~ in ~~this~~Item ~~document on information available to it on the date hereof, and it assumes no obligation to update any such forward-looking statements~~2. ~~Although~~02 ~~the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result~~ of ~~new~~this ~~information,~~Current ~~future~~Report events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that the Company in the future may file with the SEC, including annual reports on Form 108-K, ~~quarterly~~is ~~reports~~incorporated onby ~~Form~~reference ~~10-Q and current reports on Form 8-K~~herein.

~~Additional~~The information ~~Information~~disclosed under this Item 7.01 is being furnished and ~~Where~~shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to ~~Find~~the Itliabilities of that section.

~~This~~Item ~~Current Report on Form 8-K relates to the proposed Merger, the proposed amendment and restatement of the LLC Agreement and certain related matters~~9. ~~In connection with the Proposals, the Company has filed with the SEC and distributed to its unitholders the Consent Solicitation Statement~~01. ~~The~~Financial ~~Consent~~Statements ~~Solicitation Statement contains important information about the Company~~ and ~~the Proposals~~Exhibits. UNITHOLDERS OF THE COMPANY ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSALS. Investors and security holders will be able to obtain copies of the Consent Solicitation Statement and other documents that are filed or will be filed with the SEC by the Company (when they are available) free of charge through the website maintained by the SEC at http://www.sec.gov, or by directing a request to the Company by mail at 1633 Broadway, 48th Floor, New York, New York 10019, Attention: Investor Relations or by telephone at (212) 720-0300.

Participants in the Solicitation

Exhibit
Number	Exhibit

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Company, its directors, certain of its executive officers and certain employees and officers of NMFA and its affiliates may be deemed to be participants in the solicitation of consents in connection with the Proposals. Information about the directors and executive officers of the Company is set forth in the section entitled “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 6, 2024. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s unitholders in connection with the Proposals is contained in the Consent Solicitation Statement. These documents may be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits

Exhibit Number						Exhibit
2.1						Agreement and Plan of Merger, dated as of October 11, 2024, by and among New Mountain Guardian III BDC, L.L.C., New Mountain Private Credit Fund and New Mountain Finance Advisers, L.L.C. (for the limited purposes set forth therein).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company 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. By: /s/ Joseph W. Hartswell Name: Joseph W. Hartswell Title: Chief Compliance Officer and Corporate Secretary

NEW MOUNTAIN GUARDIAN III BDC, L.L.C.

By:		/s/ Joseph W. Hartswell
Name:		Joseph W. Hartswell
Title:		Chief Compliance Officer and Corporate Secretary

Date:		October 21, 2024

Date: October 16, 2024

Filing Compare · New Mountain Guardian III BDC, L.L.C.