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): December 10, 2019

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

(Exact name of registrant as specified in its charter)

787 7^th Avenue, 48^th Floor, New York, NY 10019

(Address of principal executive offices)

Registrant’s telephone number, including area code (212) 720-0300

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. o

On December 12, 2019, New Mountain Guardian III BDC, L.L.C. (the “Company”) entered into a Facility Increase Letter (the “Increase Letter”) with BMO Harris Bank, N.A. (“BMO”) to increase the maximum amount of credit available under the Loan Authorization Agreement, dated as of July 30, 2019, by and between the Company and BMO (the “Loan Agreement”). After giving effect to the Increase Letter, the aggregate amount of credit available under the Loan Agreement equals $151,727,136. 

The description above is qualified in its entirety by reference to the copy of the Increase Letter, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

On December 10, 2019, New Mountain Guardian III BDC, L.L.C. (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 2,776,000 of the Company’s units (the “Units”), for an aggregate offering price of $27,760,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of such Units. The sale is expected to close on December 24, 2019.

The sale of the Units is being made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Units up to the amount of its capital commitment on an as-needed basis with a minimum of 10 calendar days’ prior notice to investors.

The issuance and sale of the Units are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Exhibit No.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.