New Mountain Guardian III BDC LLC

11/12/2024 | Press release | Distributed by Public on 11/12/2024 14:19

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

nmg3-20240930
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2024
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_________________________________________________________________________________
Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices, telephone number and states or other jurisdictions of incorporation or organization I.R.S. Employer
Identification Number
000-56072
New Mountain Guardian III BDC, L.L.C.
1633 Broadway, 48th Floor
New York, New York 10019
Telephone: (212) 720-0300
State of Organization: Delaware
84-1918127
_________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A
_________________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ý
Smaller reporting company ☐
Emerging growth company ☒
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
_________________________________________________________________________________
The number of the registrant's limited liability company units outstanding as of November 12, 2024 was 114,906,527. As of September 30, 2024, there was no established public market for the registrant's limited liability company common units.
1
Table of Contents
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Assets, Liabilities and Members' Capital as of September 30, 2024 (unaudited) and December 31, 2023
3
Consolidated Statements of Operations for the three and nine months ended September 30, 2024 (unaudited) and September 30, 2023 (unaudited)
4
Consolidated Statements of Changes in Members' Capital for the three and nine months ended September 30, 2024 (unaudited) and September 30, 2023 (unaudited)
5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 (unaudited) and September 30, 2023 (unaudited)
6
Consolidated Schedule of Investments as of September 30, 2024 (unaudited)
7
Consolidated Schedule of Investments as of December 31, 2023
20
Notes to the Consolidated Financial Statements of New Mountain Guardian III BDC, L.L.C. (unaudited)
37
Report of Independent Registered Public Accounting Firm
59
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
60
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
74
Item 4.
Controls and Procedures
75
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
76
Item 1A.
Risk Factors
76
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
78
Item 3.
Defaults Upon Senior Securities
78
Item 4.
Mine Safety Disclosures
78
Item 5.
Other Information
78
Item 6.
Exhibits
79
Signatures
80
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Assets, Liabilities and Members' Capital
(in thousands, except units and per unit data)
(unaudited)
September 30, 2024 December 31, 2023
Assets
Non-controlled/non-affiliated investments at fair value (cost of $1,561,044 and $2,025,054, respectively)
$ 1,538,659 $ 1,991,345
Cash and cash equivalents 41,006 69,873
Interest and dividend receivable 17,642 15,468
Receivable from unsettled securities sold 10,100 -
Deferred tax asset 6 150
Other assets 470 686
Total assets $ 1,607,883 $ 2,077,522
Liabilities
Borrowings
GS Credit Facility $ 507,279 $ 646,800
Unsecured Notes 200,000 275,000
Deferred financing costs (net of accumulated amortization of $11,229 and $7,959, respectively)
(5,971) (9,211)
Net borrowings 701,308 912,589
Distribution payable 24,935 35,506
Interest payable 13,351 9,690
Incentive fee payable 4,107 6,013
Management fee payable 2,548 2,792
Payable to affiliate 382 520
Other liabilities 3,352 1,661
Total liabilities 749,983 968,771
Commitments and contingencies (See Note 8)
Members' Capital
Common units, 114,906,527 and 114,906,527 units issued and outstanding, respectively
899,936 1,145,376
Accumulated overdistributed earnings (42,036) (36,625)
Total members' capital $ 857,900 $ 1,108,751
Total liabilities and members' capital $ 1,607,883 $ 2,077,522
Members' capital per unit $ 7.47 $ 9.65
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Operations
(in thousands, except units and per unit data)
(unaudited)
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Investment income
Interest income (excluding Payment-in-kind ("PIK") interest income) $ 41,962 $ 58,430 $ 143,120 $ 166,679
PIK interest income 3,498 3,036 11,326 8,427
Dividend income 2,231 2,482 7,259 7,206
Fee income 216 510 837 1,889
Total investment income 47,907 64,458 162,542 184,201
Expenses
Interest and other financing expenses 14,837 18,002 49,033 48,989
Incentive fee 4,106 6,468 14,943 18,058
Management fee 2,547 3,299 8,385 9,897
Professional fees 2,074 540 2,753 1,592
Administrative expenses 641 817 1,970 2,197
Other general and administrative expenses 432 78 551 311
Total expenses 24,637 29,204 77,635 81,044
Less: management fees waived (See Note 5) - - (168) -
Net expenses 24,637 29,204 77,467 81,044
Net investment income before income taxes 23,270 35,254 85,075 103,157
Income tax expense (benefit) (4) (1,402) 383 813
Net investment income 23,274 36,656 84,692 102,344
Net realized gains (losses) on investments 139 (9) (15,677) (610)
Net change in unrealized appreciation (depreciation) of investments (9,795) 9,652 11,324 17,892
Benefit (provision) for taxes 1 833 (145) 686
Net realized and unrealized gains (losses) (9,655) 10,476 (4,498) 17,968
Net increase in members' capital resulting from operations $ 13,619 $ 47,132 $ 80,194 $ 120,312
Earnings per unit (basic & diluted) $ 0.12 $ 0.41 $ 0.70 $ 1.05
Weighted average common units outstanding - basic & diluted (See Note 10) 114,906,527 114,906,527 114,906,527 114,906,527
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Changes in Members' Capital
(in thousands)
(unaudited)
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Increase in members' capital resulting from operations:
Net investment income $ 23,274 $ 36,656 $ 84,692 $ 102,344
Net realized gains (losses) on investments 139 (9) (15,677) (610)
Net change in unrealized appreciation (depreciation) of investments (9,795) 9,652 11,324 17,892
Benefit (provision) for taxes 1 833 (145) 686
Net increase in members' capital resulting from operations 13,619 47,132 80,194 120,312
Capital transactions
Return of capital distributions (50,557) - (245,440) -
Distributions declared to unitholders from net investment income (24,935) (35,621) (85,605) (102,841)
Total net (decrease) increase in members' capital resulting from capital transactions (75,492) (35,621) (331,045) (102,841)
Net (decrease) increase in members' capital (61,873) 11,511 (250,851) 17,471
Members' capital at the beginning of the period 919,773 1,097,385 1,108,751 1,091,425
Members' capital at the end of the period $ 857,900 $ 1,108,896 $ 857,900 $ 1,108,896
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended
September 30, 2024 September 30, 2023
Cash flows from operating activities
Net increase in members' capital resulting from operations $ 80,194 $ 120,312
Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:
Net realized (gains) losses on investments 15,677 610
Net change in unrealized (appreciation) depreciation of investments (11,324) (17,892)
Amortization of purchase discount (3,157) (2,724)
Amortization of deferred financing costs 3,270 1,699
Non-cash investment income (17,525) (13,750)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities (17,089) (50,743)
Proceeds from sales and paydowns of investments 485,179 77,843
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities - 35
Cash paid on drawn revolvers (28,725) (35,482)
Cash repayments on drawn revolvers 29,650 33,213
Receivable from unsettled securities sold (10,100) -
Interest and dividend receivable (2,174) (4,053)
Deferred tax asset 145 (353)
Other assets 216 (1,432)
Increase (decrease) in operating liabilities:
Interest payable 3,661 (1,493)
Incentive fee payable (1,906) 967
Management fee payable (244) (2)
Deferred tax liability - (333)
Payable to affiliates (138) 173
Other liabilities 1,676 459
Net cash flows provided by (used in) operating activities 527,286 107,054
Cash flows from financing activities
Distributions from net investment income (96,177) (96,177)
Return of capital distributions (245,440) -
Repayment of Unsecured Notes (75,000) -
Proceeds from Wells Credit Facility - 223,400
Repayment of Wells Credit Facility - (181,000)
Proceeds from GS Credit Facility 224,533 -
Repayment of GS Credit Facility (364,054) -
Deferred financing costs paid (15) -
Net cash flows (used in) provided by financing activities (556,153) (53,777)
Net increase (decrease) in cash and cash equivalents (28,867) 53,277
Cash and cash equivalents at the beginning of the period 69,873 28,266
Cash and cash equivalents at the end of the period $ 41,006 $ 81,543
Supplemental disclosure of cash flow information
Cash interest paid $ 41,536 $ 48,429
Income taxes paid 9 2,173
Non-cash operating activities:
Non-cash activity on investments $ 6,302 $ -
Non-cash financing activities:
Distributions declared and payable $ 24,935 $ 35,621
Accrual for deferred credit facility costs 15 52
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
GS Acquisitionco, Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 5.25% 9.85% 02/2020 05/2028 $ 52,444 $ 52,315 $ 52,444
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.25% 9.85% 02/2020 05/2028 306 314 306
52,750 52,629 52,750 6.15 %
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services First Lien(2)(3)(4) SOFR(M) + 5.25% 10.22% 12/2021 12/2027 20,021 19,914 20,021
First Lien(2)(3)(4) SOFR(M) + 5.25% 10.20% 12/2021 12/2027 19,826 19,708 19,826
Subordinated(4) Fixed(Q)* +
11.50%/PIK
11.50% 12/2021 12/2031 13,114 13,004 12,898
52,961 52,626 52,745 6.15 %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software First Lien(2)(3)(4) SOFR(M) + 5.25% 10.10% 05/2022 05/2029 48,876 48,522 48,876 5.70 %
OA Buyer, Inc.
Healthcare First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 12/2021 12/2028 45,515 45,208 45,515
First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 05/2022 12/2028 2,881 2,861 2,881
48,396 48,069 48,396 5.64 %
Al Altius US Bidco, Inc.
Business Services First Lien(2)(3)(4) SOFR(S) + 4.75% 10.03% 12/2021 12/2028 47,800 47,473 47,800 5.57 %
CCBlue Bidco, Inc.
Healthcare First Lien(2)(4) SOFR(Q)* +
6.50%/PIK
11.21% 12/2021 12/2028 45,782 45,521 41,777
First Lien(4) SOFR(Q)* +
6.50%/PIK
11.21% 12/2021 12/2028 2,379 2,376 2,171
48,161 47,897 43,948 5.12 %
Diamondback Acquisition, Inc.
Software First Lien(2)(3)(4) SOFR(M) + 5.50% 10.45% 09/2021 09/2028 41,872 41,606 41,747 4.87 %
Notorious Topco, LLC
Consumer Products First Lien(2)(4) SOFR(Q)* +
4.75%+2.50%/PIK
12.65% 11/2021 11/2027 41,051 40,870 38,075
First Lien(2)(4) SOFR(Q)* +
4.75% +2.50%/PIK
12.65% 11/2021 11/2027 3,578 3,561 3,318
44,629 44,431 41,393 4.82 %
Anaplan, Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 5.25% 9.85% 06/2022 06/2029 40,440 40,138 40,440 4.71 %
IG Investments Holdings, LLC
Business Services First Lien(2)(3)(4) SOFR(Q) + 6.00% 11.35% 09/2021 09/2028 38,643 38,394 38,643 4.50 %
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.68% 08/2021 10/2027 29,620 29,564 29,620
Subordinated(4) Fixed(Q)* +
15.00%/PIK
15.00% 05/2023 05/2033 3,927 3,883 3,927
First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.52% 01/2022 10/2027 3,036 3,018 3,036
First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.70% 01/2022 10/2027 2,036 2,024 2,036
38,619 38,489 38,619 4.50 %
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
KWOR Acquisition, Inc.
Business Services First Lien(2)(3)(4) P(Q) + 4.25% 12.25% 12/2021 12/2028 $ 39,885 $ 39,683 $ 33,168
First Lien(2)(3)(4) P(Q) + 4.25% 12.25% 12/2021 12/2027 5,653 5,628 4,700
45,538 45,311 37,868 4.41 %
Ocala Bidco, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q)* +
3.50% +2.75%/PIK
11.79% 12/2021 11/2028 32,098 31,849 32,098
First Lien(2)(3)(4) SOFR(M)* +
3.50% +2.75%/PIK
11.79% 12/2021 11/2028 2,458 2,438 2,458
34,556 34,287 34,556 4.03 %
iCIMS, Inc.
Software First Lien(2)(3)(4) SOFR(M) + 5.75% 10.67% 08/2022 08/2028 28,475 28,323 28,261
First Lien(4) SOFR(M) + 6.25% 11.17% 10/2022 08/2028 4,508 4,479 4,508
First Lien(2)(3)(4)(5) - Drawn SOFR(M) + 5.75% 10.62% 08/2022 08/2028 757 758 750
33,740 33,560 33,519 3.91 %
DECA Dental Holdings LLC
Healthcare First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.45% 08/2021 08/2028 28,158 27,980 27,786
First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.45% 08/2021 08/2028 2,963 2,959 2,925
First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.46% 08/2021 08/2027 2,292 2,280 2,262
33,413 33,219 32,973 3.84 %
Auctane Inc. (fka Stamps.com Inc.)
Software First Lien(2)(3)(4) SOFR(S) + 5.75% 10.94% 10/2021 10/2028 19,426 19,302 18,990
First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.94% 12/2021 10/2028 14,078 13,985 13,761
33,504 33,287 32,751 3.82 %
Pioneer Topco I, L.P. (12)
Pioneer Buyer I, LLC
Software First Lien(4) SOFR(Q) + 6.50% 11.10% 11/2021 11/2028 28,383 28,245 28,383
First Lien(4) SOFR(Q) + 6.50% 11.10% 03/2022 11/2028 3,890 3,870 3,890
32,273 32,115 32,273 3.76 %
Foreside Financial Group, LLC
Business Services First Lien(2)(3)(4) SOFR(Q) + 5.25% 10.00% 05/2022 09/2027 31,118 30,940 31,118 3.63 %
Sun Acquirer Corp.
Consumer Services First Lien(2)(3)(4) SOFR(M) + 5.75% 10.71% 12/2021 09/2028 24,313 24,149 24,313
First Lien(2)(3)(4) SOFR(M) + 5.75% 10.71% 09/2021 09/2028 3,914 3,893 3,914
First Lien(2)(3)(4) SOFR(M) + 5.75% 10.71% 09/2021 09/2028 2,767 2,745 2,767
30,994 30,787 30,994 3.61 %
Fortis Solutions Group, LLC
Packaging First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.20% 10/2021 10/2028 29,962 29,782 29,962
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.78% 10/2021 10/2027 781 787 781
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.20% 06/2022 10/2028 117 112 117
First Lien(4) SOFR(Q) + 5.50% 10.20% 10/2021 10/2028 82 74 82
30,942 30,755 30,942 3.61 %
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
IG IntermediateCo LLC
Infogain Corporation
Business Services Subordinated(4) SOFR(Q) + 7.50% 12.20% 07/2022 07/2029 $ 19,764 $ 19,575 $ 19,764
First Lien(2)(3)(4) SOFR(M) + 5.75% 10.70% 07/2021 07/2028 8,897 8,855 8,897
First Lien(2)(3)(4) SOFR(M) + 5.75% 10.70% 07/2022 07/2028 1,552 1,541 1,552
First Lien(2)(3)(4)(5) - Drawn SOFR(M) + 5.75% 10.95% 07/2021 07/2026 340 347 340
30,553 30,318 30,553 3.56 %
FS WhiteWater Borrower, LLC
Consumer Services First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.50% 12/2021 12/2027 17,387 17,282 17,387
First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.50% 12/2021 12/2027 5,836 5,801 5,836
First Lien(2)(3)(4) SOFR(Q) + 5.75% 10.50% 12/2021 12/2027 5,799 5,764 5,799
29,022 28,847 29,022 3.38 %
CFS Management, LLC
Healthcare First Lien(2)(3)(4) SOFR(Q)* +
6.25%+2.75%/PIK
13.87% 08/2019 08/2024 24,105 24,075 21,388
First Lien(2)(3)(4) SOFR(Q)* +
6.25% +2.75%/PIK
13.87% 09/2021 08/2024 5,686 5,683 5,045
First Lien(4) SOFR(Q)* +
6.25% +2.75%/PIK
13.87% 08/2019 08/2024 2,153 2,151 1,910
First Lien(2)(3)(4) SOFR(Q)* +
6.25% +2.75%/PIK
13.87% 02/2022 08/2024 369 369 328
32,313 32,278 28,671 3.34 %
Knockout Intermediate Holdings I Inc. (10)
Kaseya Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.75% 06/2022 06/2029 26,334 26,190 26,334
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.10% 06/2022 06/2029 399 399 399
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.78% 06/2022 06/2029 308 305 308
First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.75% 06/2022 06/2029 98 98 98
27,139 26,992 27,139 3.16 %
Galway Borrower LLC
Business Services First Lien(2)(4) SOFR(Q) + 4.50% 9.10% 09/2021 09/2028 26,555 26,376 26,290
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 4.50% 9.14% 09/2021 09/2028 497 501 491
27,052 26,877 26,781 3.12 %
Businessolver.com, Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.20% 12/2021 12/2027 23,980 23,909 23,980
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.20% 12/2021 12/2027 857 856 857
24,837 24,765 24,837 2.90 %
Avalara, Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 6.25% 10.85% 10/2022 10/2028 21,654 21,452 21,654 2.52 %
DOCS, MSO, LLC
Healthcare First Lien(2)(3)(4) SOFR(M) + 5.75% 11.05% 06/2022 06/2028 20,770 20,770 20,656 2.41 %
Icebox Holdco III, Inc.
Distribution & Logistics Second Lien(2)(3) SOFR(Q) + 6.75% 11.62% 12/2021 12/2029 20,000 19,925 20,225 2.36 %
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
TigerConnect, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q)* +
3.38% +3.38%/PIK
12.15% 02/2022 02/2028 $ 18,409 $ 18,299 $ 18,409
First Lien(2)(3)(4)(5) - Drawn SOFR(Q)* +
3.38% +3.38%/PIK
12.15% 02/2022 02/2028 1,333 1,333 1,333
19,742 19,632 19,742 2.30 %
Foundational Education Group, Inc.
Education Second Lien(4) SOFR(Q) + 6.50% 12.01% 08/2021 08/2029 19,706 19,649 19,706 2.30 %
Daxko Acquisition Corporation
Software First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 10/2021 10/2028 17,435 17,321 17,435
First Lien(4) SOFR(M) + 5.00% 9.85% 10/2021 10/2028 1,469 1,462 1,469
First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 10/2021 10/2028 88 87 88
First Lien(2)(3)(4)(5) - Drawn P(Q) + 4.00% 12.00% 10/2021 10/2027 83 89 83
19,075 18,959 19,075 2.22 %
OB Hospitalist Group, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q) + 5.25% 10.20% 09/2021 09/2027 18,928 18,821 18,928 2.21 %
Idera, Inc.
Software Second Lien(4) SOFR(Q) + 6.75% 12.15% 03/2021 03/2029 17,607 17,601 17,607 2.05 %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software First Lien(2)(3)(4) SOFR(Q)* +
3.00% +3.25%/PIK
11.46% 04/2021 04/2028 17,985 17,896 16,816 1.96 %
Relativity ODA LLC
Software First Lien(4) SOFR(M) + 4.50% 9.46% 05/2021 05/2029 16,847 16,755 16,779 1.96 %
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software Second Lien(4) SOFR(M) + 6.75% 11.70% 05/2021 11/2027 18,882 18,882 16,451 1.92 %
ACI Parent Inc. (9)
ACI Group Holdings, Inc.
Healthcare First Lien(2)(3)(4) SOFR(M) + 5.50% 10.45% 08/2021 08/2028 10,627 10,563 10,315
First Lien(2)(3)(4) SOFR(M) + 5.50% 10.45% 08/2021 08/2028 2,039 2,018 1,980
First Lien(4) SOFR(M) + 5.50% 10.45% 08/2021 08/2028 1,884 1,878 1,828
First Lien(2)(3)(4)(5) - Drawn SOFR(M) + 5.50% 10.45% 08/2021 08/2027 515 516 500
15,065 14,975 14,623 1.70 %
PDQ.com Corporation
Software First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 4.75% 9.95% 12/2021 08/2027 8,191 8,165 8,191
First Lien(2)(3)(4) SOFR(Q) + 4.75% 10.00% 12/2021 08/2027 5,557 5,541 5,557
13,748 13,706 13,748 1.60 %
NMC Crimson Holdings, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q) + 6.09% 11.56% 03/2021 03/2028 11,101 11,007 11,101
First Lien(2)(3)(4) SOFR(Q) + 6.09% 11.26% 03/2021 03/2028 2,302 2,297 2,302
13,403 13,304 13,403 1.56 %
The accompanying notes are an integral part of these consolidated financial statements.
10
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
DCA Investment Holding, LLC
Healthcare First Lien(2)(3)(4) SOFR(Q) + 6.41% 11.01% 03/2021 04/2028 $ 9,335 $ 9,295 $ 9,099
First Lien(2)(3)(4) SOFR(Q) + 6.41% 11.01% 02/2022 04/2028 2,063 2,056 2,010
First Lien(4) SOFR(Q) + 6.41% 11.01% 03/2021 04/2028 1,563 1,556 1,524
First Lien(2)(3)(4) SOFR(Q) + 6.50% 11.10% 12/2022 04/2028 491 485 479
13,452 13,392 13,112 1.53 %
Syndigo LLC
Software Second Lien(4) SOFR(M) + 8.00% 13.03% 12/2020 12/2028 12,500 12,440 12,500 1.46 %
MRI Software LLC
Software First Lien(2)(3)(4) SOFR(Q) + 4.75% 9.35% 01/2020 02/2027 8,048 8,031 8,048
First Lien(2)(3)(4) SOFR(Q) + 4.75% 9.35% 03/2021 02/2027 3,567 3,563 3,567
11,615 11,594 11,615 1.35 %
Allworth Financial Group, L.P.
Financial Services First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 01/2022 12/2027 5,037 5,012 5,037
First Lien(2)(3)(4) SOFR(M) + 5.00% 9.85% 01/2022 12/2027 5,005 4,980 5,005
First Lien(4) SOFR(M) + 5.00% 9.85% 01/2022 12/2027 1,515 1,506 1,515
11,557 11,498 11,557 1.35 %
DG Investment Intermediate Holdings 2, Inc.
Business Services Second Lien SOFR(M) + 6.75% 11.71% 03/2021 03/2029 12,188 12,168 11,487 1.34 %
Specialtycare, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q) + 5.75% 11.34% 06/2021 06/2028 11,520 11,437 11,190
First Lien(2)(3)(4)(5) - Drawn SOFR(M) + 4.00% 9.76% 06/2021 06/2026 106 106 103
First Lien(4) SOFR(Q) + 5.75% 11.30% 06/2021 06/2028 83 82 80
11,709 11,625 11,373 1.33 %
AmeriVet Partners Management, Inc.
Consumer Services First Lien(2)(3)(4) SOFR(Q) + 5.25% 9.75% 02/2022 02/2028 7,945 7,920 7,945
First Lien(4) SOFR(Q) + 5.25% 9.75% 02/2022 02/2028 2,211 2,208 2,211
First Lien(2)(3)(4) SOFR(Q) + 5.25% 9.75% 02/2022 02/2028 290 290 290
10,446 10,418 10,446 1.22 %
Beacon Pointe Harmony, LLC
Financial Services First Lien(2)(3)(4) SOFR(M) + 4.75% 9.57% 12/2021 12/2028 6,938 6,890 6,938
First Lien(4) SOFR(M) + 4.75% 9.49% 12/2021 12/2028 2,721 2,707 2,721
First Lien(2)(3)(4) SOFR(M) + 4.75% 9.49% 12/2021 12/2028 776 771 776
10,435 10,368 10,435 1.22 %
GC Waves Holdings, Inc.
Financial Services First Lien(2)(3) SOFR(M) + 5.25% 10.20% 08/2021 08/2029 10,366 10,309 10,366 1.21 %
Maverick Bidco Inc.
Software Second Lien SOFR(Q) + 6.75% 12.15% 04/2021 05/2029 10,200 10,181 9,996 1.17 %
Trinity Air Consultants Holdings Corporation
Business Services First Lien(2)(3)(4) SOFR(S) + 5.25% 10.66% 06/2021 06/2028 7,449 7,402 7,449
First Lien(2)(3)(4)(5) - Drawn SOFR(S) + 5.25% 10.41% 06/2021 06/2028 2,163 2,151 2,163
9,612 9,553 9,612 1.12 %
The accompanying notes are an integral part of these consolidated financial statements.
11
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
CG Group Holdings, LLC
Specialty Chemicals & Materials First Lien(2)(3)(4) SOFR(Q)* +
6.75% +2.00%/PIK
13.35% 07/2021 07/2027 $ 8,470 $ 8,422 $ 8,427
First Lien(2)(3)(4)(5) - Drawn SOFR(M)* +
6.75% +2.00%/PIK
13.60% 07/2021 07/2026 950 947 945
9,420 9,369 9,372 1.09 %
Radwell Parent, LLC
Distribution & Logistics First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.10% 03/2022 04/2029 9,020 8,973 9,020
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.10% 03/2022 04/2029 150 148 150
First Lien(2)(3)(4)(5) - Drawn SOFR(Q) + 5.50% 10.10% 03/2022 04/2029 90 90 90
9,260 9,211 9,260 1.08 %
KPSKY Acquisition Inc.
Business Services First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.85% 10/2021 10/2028 8,437 8,382 8,121
First Lien(4) SOFR(Q) + 5.50% 10.90% 10/2021 10/2028 967 961 931
9,404 9,343 9,052 1.06 %
Huskies Parent, Inc.
Software First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.45% 12/2021 11/2028 8,312 8,270 8,263
First Lien(2)(3)(4)(5) - Drawn SOFR(M) + 5.50% 10.45% 12/2021 11/2027 341 340 339
8,653 8,610 8,602 1.00 %
Smile Doctors LLC
Healthcare First Lien(2)(3)(4) SOFR(S) + 5.90% 10.81% 02/2022 12/2028 7,824 7,794 7,683
First Lien(2)(3)(4)(5) - Drawn SOFR(S) + 5.90% 10.81% 06/2023 12/2028 345 341 339
8,169 8,135 8,022 0.94 %
Ministry Brands Holdings, LLC
Software First Lien(2)(3)(4) SOFR(M) + 5.50% 10.45% 12/2021 12/2028 6,886 6,862 6,864
First Lien(2)(3)(4) SOFR(M) + 5.50% 10.45% 12/2021 12/2028 696 696 694
7,582 7,558 7,558 0.88 %
Safety Borrower Holdings LLC
Software First Lien(2)(3)(4) SOFR(M) + 5.25% 10.21% 09/2021 09/2027 6,852 6,833 6,852
First Lien(2)(3)(4)(5) - Drawn P(Q) + 4.25% 12.25% 09/2021 09/2027 192 192 192
7,044 7,025 7,044 0.82 %
RealPage, Inc.
Software Second Lien SOFR(M) + 6.50% 11.46% 02/2021 04/2029 6,388 6,356 6,160 0.72 %
Calabrio, Inc.
Software First Lien(4) SOFR(Q) + 5.50% 10.56% 04/2021 04/2027 5,964 5,942 5,964 0.70 %
IMO Investor Holdings, Inc.
Healthcare First Lien(2)(3)(4) SOFR(Q) + 5.50% 9.86% 05/2022 05/2029 5,184 5,147 5,184
First Lien(2)(3)(4) SOFR(Q) + 5.50% 10.09% 05/2022 05/2029 663 660 663
5,847 5,807 5,847 0.68 %
Therapy Brands Holdings LLC
Healthcare Second Lien(2)(3)(4) SOFR(M) + 6.75% 11.71% 05/2021 05/2029 6,000 5,973 5,025 0.59 %
The accompanying notes are an integral part of these consolidated financial statements.
12
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
Ambrosia Holdco Corp (11)
TMK Hawk Parent, Corp.
Distribution & Logistics First Lien(2)(4) SOFR(M)* +
5.25%/PIK
10.17% 01/2024 06/2029 $ 5,564 $ 5,564 $ 4,695
Subordinated(2)(4) Fixed(Q)* +
11.00%/PIK
11.00% 01/2024 12/2031 175 175 175
5,739 5,739 4,870 0.57 %
Bamboo Health Holdings, Inc. (f/k/a Appriss Health Holdings,Inc.) (7)
Bamboo Health Holdings, LLC (f/k/a Appriss Health, LLC)
Healthcare First Lien(4) SOFR(S) + 7.00% 12.08% 05/2021 05/2027 4,600 4,576 4,600
First Lien(2)(3)(4)(5) - Drawn SOFR(S) + 7.00% 12.09% 05/2021 05/2027 16 17 16
4,616 4,593 4,616 0.54 %
Cloudera, Inc.
Software Second Lien SOFR(M) + 6.00% 10.95% 08/2021 10/2029 4,006 3,999 3,786 0.44 %
MH Sub I, LLC (Micro Holding Corp.)
Business Services Second Lien SOFR(Q) + 6.25% 11.50% 02/2021 02/2029 1,865 1,862 1,836 0.21 %
AG Parent Holdings, LLC
Healthcare First Lien(2)(3) SOFR(Q) + 5.00% 10.32% 07/2019 07/2026 1,955 1,952 1,818 0.21 %
Kele Holdco, Inc.
Distribution & Logistics First Lien(2)(3)(4) SOFR(M) + 5.25% 10.27% 12/2021 02/2026 1,725 1,722 1,725 0.20 %
Virtusa Corporation
Business Services Subordinated Fixed(S) + 7.13% 7.13% 07/2022 12/2028 999 854 948 0.10 %
Reorganized Careismatic Brands, LLC
Healthcare Trust Claim(4) - - - 06/2024 06/2029 75 75 75 0.01 %
Total Funded Debt Investments - United States $ 1,462,344 $ 1,454,610 $ 1,432,846 167.02 %
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software Second Lien(2)(3)(4) SOFR(M) + 8.25% 13.21% 10/2019 10/2027 $ 22,500 $ 22,420 $ 22,500 2.62 %
Total Funded Debt Investments - United Kingdom $ 22,500 $ 22,420 $ 22,500 2.62 %
Total Funded Debt Investments $ 1,484,844 $ 1,477,030 $ 1,455,346 169.64 %
Equity - United States
Dealer Tire Holdings, LLC
Distribution & Logistics Preferred shares (4) Fixed(S)*
7.00%/PIK
7.00% 09/2021 - 30,082 $ 37,626 $ 39,581 4.61 %
ACI Parent Inc. (9)
Healthcare Preferred shares (4) Fixed(Q)*
11.75%/PIK
11.75% 08/2021 - 12,500 17,912 15,947 1.86 %
Knockout Intermediate Holdings I Inc. (10)
Software Preferred shares (4) SOFR(S)*
10.75%/PIK
16.01% 06/2022 - 9,061 11,522 11,636 1.36 %
The accompanying notes are an integral part of these consolidated financial statements.
13
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software Preferred shares (4) SOFR(Q)* +
9.50%/PIK
14.10% 04/2021 - 5,000 $ 7,688 $ 7,161 0.83 %
Diligent Preferred Issuer, Inc.
Software Preferred shares (4) Fixed(S)*
10.50%/PIK
10.50% 04/2021 - 5,000 7,081 6,873 0.80 %
Bamboo Health Holdings, Inc. (f/k/a Appriss Health Holdings,Inc.) (7)
Bamboo Health Intermediate Holdings (fka Appriss Health Intermediate Holdings, Inc.)
Healthcare Preferred shares (4) Fixed(Q)*
11.00%/PIK
11.00% 05/2021 - 1,167 1,671 1,645 0.19 %
Ambrosia Holdco Corp (11)
Distribution & Logistics Ordinary shares (2)(4) - - - 01/2024 - 55,984 597 596
Ordinary shares (4) - - - 01/2024 - 19,197 204 204
75,181 801 800 0.10 %
Pioneer Topco I, L.P. (12)
Software Ordinary shares (4) - - - 11/2021 - 10 - - - %
Total Shares - United States $ 84,301 $ 83,643 9.75 %
Total Shares $ 84,301 $ 83,643 9.75 %
Warrants - United States
Reorganized Careismatic Brands, LLC
Healthcare Warrants(4) - - - 06/2024 - 68,568 $ 90 $ 162 0.02 %
Total Warrants - United States $ 90 $ 162 0.02 %
Total Funded Investments $ 1,561,421 $ 1,539,151 179.41 %
Unfunded Debt Investments - United States
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2027 $ 2,427 $ (13) $ - - %
Allworth Financial Group, L.P.
Financial Services First Lien(2)(3)(4)(5) - Undrawn - - - 01/2022 12/2027 1,573 (7) - - %
AmeriVet Partners Management, Inc.
Consumer Services First Lien(2)(3)(4)(5) - Undrawn - - - 02/2022 02/2028 1,214 (3) - - %
The accompanying notes are an integral part of these consolidated financial statements.
14
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
Bamboo Health Holdings, Inc. (f/k/a Appriss Health Holdings,Inc.) (7)
Bamboo Health Holdings, LLC (f/k/a Appriss Health, LLC)
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 05/2021 05/2027 $ 297 $ (3) $ - - %
Avalara, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 10/2022 10/2028 2,165 (18) - - %
Beacon Pointe Harmony, LLC
Financial Services First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2027 737 (4) - - %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software First Lien(2)(3)(4)(5) - Undrawn - - - 05/2022 05/2028 4,156 (25) - - %
Businessolver.com, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2024 2,724 - - - %
Calabrio, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 04/2021 04/2027 720 (2) - - %
Daxko Acquisition Corporation
Software First Lien(2)(3)(4)(5) - Undrawn - - - 10/2021 10/2027 1,248 (12) - - %
Foreside Financial Group, LLC
Business Services First Lien(2)(3)(4)(5) - Undrawn - - - 05/2022 11/2024 1,626 (18) -
First Lien(2)(3)(4)(5) - Undrawn - - - 05/2022 09/2027 1,790 (10) -
3,416 (28) - - %
Fortis Solutions Group, LLC
Packaging First Lien(2)(3)(4)(5) - Undrawn - - - 06/2022 06/2025 3,673 - -
First Lien(2)(3)(4)(5) - Undrawn - - - 10/2021 10/2027 2,147 (21) -
5,820 (21) - - %
Galway Borrower LLC
Business Services First Lien(2)(3)(4)(5) - Undrawn - - - 09/2021 09/2028 1,397 (14) (14) - %
IMO Investor Holdings, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 05/2022 05/2028 630 (4) - - %
The accompanying notes are an integral part of these consolidated financial statements.
15
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
IG IntermediateCo LLC
Infogain Corporation
Business Services First Lien(2)(3)(4)(5) - Undrawn - - - 07/2021 07/2026 $ 1,513 $ (11) $ - - %
IG Investments Holdings, LLC
Business Services First Lien(2)(3)(4)(5) - Undrawn - - - 09/2021 09/2027 3,103 (16) - - %
GS Acquisitionco, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 02/2020 05/2028 2,056 (13) - - %
Knockout Intermediate Holdings I Inc. (10)
Kaseya Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 06/2022 06/2025 1,174 - -
First Lien(2)(3)(4)(5) - Undrawn - - - 06/2022 06/2029 1,183 (9) -
2,357 (9) - - %
OB Hospitalist Group, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 09/2021 09/2027 2,523 (13) - - %
OA Buyer, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2028 5,959 (36) - - %
Pioneer Buyer I, LLC
Software First Lien(2)(3)(4)(5) - Undrawn - - - 11/2021 11/2027 4,009 (21) - - %
PDQ.com Corporation
Software First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2024 6,000 - - - %
Radwell Parent, LLC
Distribution & Logistics First Lien(2)(3)(4)(5) - Undrawn - - - 03/2022 04/2025 187 - -
First Lien(2)(3)(4)(5) - Undrawn - - - 03/2022 04/2029 360 (3) -
547 (3) - - %
Safety Borrower Holdings LLC
Software First Lien(2)(3)(4)(5) - Undrawn - - - 09/2021 09/2027 320 (2) - - %
Sun Acquirer Corp.
Consumer Services First Lien(2)(3)(4)(5) - Undrawn - - - 09/2021 09/2027 559 (2) - - %
The accompanying notes are an integral part of these consolidated financial statements.
16
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
TigerConnect, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 02/2022 02/2025 $ 47 $ - $ -
First Lien(2)(3)(4)(5) - Undrawn - - - 02/2022 02/2028 2,630 (15) -
2,677 (15) - - %
Trinity Air Consultants Holdings Corporation
Business Services First Lien(2)(3)(4)(5) - Undrawn - - - 06/2021 12/2024 380 - -
First Lien(2)(3)(4)(5) - Undrawn - - - 06/2021 06/2028 727 (4) -
1,107 (4) - - %
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services First Lien(2)(3)(4)(5) - Undrawn - - - 08/2021 10/2027 1,885 (3) - - %
FS WhiteWater Borrower, LLC
Consumer Services First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2027 2,384 (13) - - %
CG Group Holdings, LLC
Specialty Chemicals & Materials First Lien(2)(3)(4)(5) - Undrawn - - - 07/2021 07/2026 226 (3) (1) (0.00)%
Ministry Brands Holdings, LLC
Software First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 12/2027 678 (2) (2) (0.00)%
Huskies Parent, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 12/2021 11/2027 383 (3) (2) (0.00)%
Specialtycare, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 06/2021 06/2026 173 (3) (5) (0.00)%
Relativity ODA LLC
Software First Lien(2)(4)(5) - Undrawn - - - 05/2021 05/2029 1,439 (8) (6) (0.00)%
Smile Doctors LLC
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 06/2023 03/2025 559 - (10) (0.00)%
DOCS, MSO, LLC
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 06/2022 06/2028 1,977 - (11) (0.00)%
ACI Parent Inc. (9)
ACI Group Holdings, Inc.
Healthcare First Lien(2)(3)(4)(5) - Undrawn - - - 08/2021 08/2027 629 (6) (19) (0.00)%
The accompanying notes are an integral part of these consolidated financial statements.
17
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1) Type of Investment Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration Date Principal
Amount,
Par Value
or Shares 		Cost Fair
Value 		Percent of
Members' Capital
iCIMS, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 08/2022 08/2028 $ 4,715 $ - $ -
First Lien(2)(3)(4)(5) - Undrawn - - - 08/2022 08/2028 1,766 (15) (13)
6,481 (15) (13) (0.01) %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software First Lien(2)(3)(4)(5) - Undrawn - - - 04/2021 04/2027 2,259 (9) (147) (0.02) %
Notorious Topco, LLC
Consumer Products First Lien(2)(4)(5) - Undrawn - - - 11/2021 05/2027 3,614 (13) (262) (0.03) %
Total Unfunded Debt Investments - United States $ 83,941 $ (377) $ (492) (0.06) %
Total Unfunded Debt Investments $ 83,941 $ (377) $ (492) (0.06) %
Total Non-Controlled/Non-Affiliated Investments $ 1,561,044 $ 1,538,659 179.35 %
Total Investments $ 1,561,044 $ 1,538,659 179.35 %
(1)New Mountain Guardian III BDC, L.L.C. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is held by New Mountain Guardian III SPV, L.L.C. ("GIII SPV")
(3)Investment is pledged as collateral for the GS Credit Facility, a revolving credit facility among the Company as Collateral Manager, GIII SPV, as the Borrower, Goldman Sachs Bank USA as the Syndication Agent and Administrative Agent, and Western Alliance Trust Company, N.A. as Collateral Agent, Collateral Custodian and Collateral Administrator. See Note 6. Borrowings, for details.
(4)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(5)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(6)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the, Secured Overnight Financing Rate (SOFR), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment, the current interest rate provided reflects the rate in effect as of September 30, 2024.
(7)The Company holds investments in two wholly-owned subsidiaries of Bamboo Health Holdings, Inc. (f/k/a Appriss Health Holdings, Inc.). The Company holds a first lien term loan and a first lien revolver in Bamboo Health Holdings, LLC (f/k/a Appriss Health, LLC) and preferred equity in Bamboo Health Intermediate Holdings (fka Appriss Health Intermediate Holdings, Inc.).
(8)The Company holds investments in two subsidiaries of Project Essential Topco, Inc. The Company holds a first lien term loan and first lien revolver in Project Essential Bidco, Inc. and preferred equity in Project Essential Super Parent, Inc.
(9)The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, two first lien delayed draws and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc.
(10)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and two first lien delayed draws in Kaseya Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc.
(11)The Company holds ordinary shares in Ambrosia Holdco Corp., a first lien term loan and a subordinated loan in TMK Hawk Parent, Corp., a wholly-owned subsidiary of Ambrosia Holdco Corp.
(12)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds two first lien term loans and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
* All or a portion of interest contains payment-in-kind ("PIK") interest. See Note 2. Summary of Significant Accounting Policies-Revenue Recognition, for details.
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of September 30, 2024, 1.40% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
18
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2024
(unaudited)
September 30, 2024
Investment Type Percent of Total
Investments at Fair Value
First lien 82.53 %
Second lien 9.57 %
Subordinated 2.45 %
Equity and other 5.45 %
Total investments 100.00 %
September 30, 2024
Industry Type Percent of Total
Investments at Fair Value
Software 37.54 %
Healthcare 22.32 %
Business Services 15.98 %
Consumer Services 8.01 %
Distribution & Logistics 4.97 %
Financial Services 4.61 %
Consumer Products 2.67 %
Packaging 2.01 %
Education 1.28 %
Specialty Chemicals & Materials 0.61 %
Total investments 100.00 %
September 30, 2024
Interest Rate Type Percent of Total
Investments at Fair Value
Floating rates 94.60 %
Fixed rates 5.40 %
Total investments 100.00 %
The accompanying notes are an integral part of these consolidated financial statements.
19
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Recorded Future, Inc.
Software First Lien(2)(4) SOFR(M) + 5.25% 10.71% 12/2021 07/2025 $ 41,650 $ 41,554 $ 41,650
First Lien(2)(4) SOFR(M) + 5.25% 10.71% 08/2019 07/2025 13,244 13,209 13,244
54,894 54,763 54,894 4.95 %
GS Acquisitionco, Inc.
Software First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 02/2020 05/2026 52,856 52,744 52,856 4.77 %
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services First Lien(2)(4) SOFR(M) + 5.50% 10.96% 12/2021 12/2027 20,173 20,046 20,173
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 12/2021 12/2027 19,980 19,837 19,980
Subordinated(4) Fixed(Q)* +
11.50%/PIK
11.50% 12/2021 12/2031 12,023 11,905 11,515
52,176 51,788 51,668 4.66 %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software First Lien(2)(4) SOFR(M) + 5.25% 10.61% 05/2022 05/2029 49,250 48,848 49,250 4.44 %
OA Buyer, Inc.
Healthcare First Lien(2)(4) SOFR(M) + 5.50% 10.86% 12/2021 12/2028 45,865 45,513 45,865
First Lien(2)(4) SOFR(M) + 5.50% 10.86% 05/2022 12/2028 2,903 2,880 2,903
48,768 48,393 48,768 4.40 %
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services First Lien(2)(4) SOFR(Q) + 5.75% 11.11% 08/2021 10/2027 39,275 39,187 39,275
Subordinated(4) Fixed(Q)* +
15.00%/PIK
15.00% 05/2023 05/2033 3,513 3,465 3,460
First Lien(2)(4) SOFR(Q) + 5.75% 11.23% 01/2022 10/2027 3,059 3,037 3,059
First Lien(2)(4) SOFR(Q) + 5.75% 11.23% 01/2022 10/2027 2,052 2,037 2,052
47,899 47,726 47,846 4.32 %
Al Altius US Bidco, Inc.
Business Services First Lien(2)(4) SOFR(S) + 5.08% 10.43% 12/2021 12/2028 38,500 38,200 38,500
First Lien(2)(4) SOFR(S) + 5.08% 10.43% 12/2021 12/2028 9,300 9,228 9,300
47,800 47,428 47,800 4.31 %
KWOR Acquisition, Inc.
Business Services First Lien(2)(4) SOFR(M) + 5.25% 10.71% 12/2021 12/2028 40,190 39,959 40,190
First Lien(2)(4)(5) - Drawn P(Q) + 4.25% 12.75% 12/2021 12/2027 2,431 2,426 2,431
42,621 42,385 42,621 3.84 %
CCBlue Bidco, Inc.
Healthcare First Lien(2)(4) SOFR(Q)* +
3.50% +2.75%/PIK
11.70% 12/2021 12/2028 41,867 41,568 39,732
First Lien(4) SOFR(Q)* +
3.50% +2.75%/PIK
11.75% 12/2021 12/2028 2,176 2,172 2,065
44,043 43,740 41,797 3.77 %
Diamondback Acquisition, Inc.
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 09/2021 09/2028 42,196 41,887 41,605 3.75 %
The accompanying notes are an integral part of these consolidated financial statements.
20
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Notorious Topco, LLC
Consumer Products First Lien(2)(4) SOFR(Q) + 6.75% 12.28% 11/2021 11/2027 $ 40,847 $ 40,628 $ 37,833
First Lien(2)(4) SOFR(Q) + 6.75% 12.28% 11/2021 11/2027 3,560 3,541 3,297
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.75% 12.28% 11/2021 05/2027 241 249 223
44,648 44,418 41,353 3.73 %
Anaplan, Inc.
Software First Lien(2)(4) SOFR(Q) + 6.50% 11.85% 06/2022 06/2029 40,440 40,102 40,440 3.65 %
GraphPAD Software, LLC
Healthcare First Lien(2)(4) SOFR(S) + 5.50% 11.22% 12/2021 04/2027 17,845 17,786 17,845
First Lien(2)(4) SOFR(S) + 5.50% 11.19% 04/2021 04/2027 10,237 10,206 10,238
First Lien(2)(4) SOFR(S) + 5.50% 11.13% 12/2021 04/2027 9,932 9,901 9,932
First Lien(2)(4) SOFR(S) + 5.50% 11.22% 10/2021 04/2027 1,574 1,569 1,574
First Lien(2)(4)(5) - Drawn P(Q) + 5.00% 13.50% 04/2021 04/2027 750 750 750
40,338 40,212 40,339 3.64 %
IG Investments Holdings, LLC
Business Services First Lien(2)(4) SOFR(Q) + 6.00% 11.48% 09/2021 09/2028 38,942 38,654 38,942 3.51 %
Auctane Inc. (fka Stamps.com Inc.)
Software First Lien(2)(4) SOFR(Q) + 5.75% 11.23% 10/2021 10/2028 19,577 19,432 19,242
First Lien(2)(4) SOFR(Q) + 5.75% 11.23% 12/2021 10/2028 14,186 14,078 13,943
33,763 33,510 33,185 2.99 %
Associations, Inc.
Business Services First Lien(2)(4) SOFR(Q)* +
4.00% +2.50%/PIK
12.18% 07/2021 07/2027 18,351 18,299 18,351
First Lien(2)(4) SOFR(Q)* +
4.00%+2.50%/PIK
12.15% 07/2021 07/2027 4,518 4,504 4,518
First Lien(2)(4) SOFR(Q)* +
4.00% +2.50%/PIK
12.13% 07/2021 07/2027 4,518 4,505 4,518
First Lien(2)(4) SOFR(Q)* +
4.00% +2.50%/PIK
12.13% 07/2021 07/2027 2,728 2,720 2,728
First Lien(2)(4) SOFR(Q)* +
4.00% +2.50%/PIK
12.17% 07/2021 07/2027 2,170 2,164 2,170
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.50% 12.14% 07/2021 07/2027 626 626 626
32,911 32,818 32,911 2.97 %
DECA Dental Holdings LLC
Healthcare First Lien(2)(4) SOFR(Q) + 5.75% 11.20% 08/2021 08/2028 28,376 28,169 27,857
First Lien(2)(4) SOFR(Q) + 5.75% 11.20% 08/2021 08/2028 2,987 2,981 2,932
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.75% 11.20% 08/2021 08/2027 1,986 1,975 1,949
33,349 33,125 32,738 2.95 %
The accompanying notes are an integral part of these consolidated financial statements.
21
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
iCIMS, Inc.
Software First Lien(2)(4) SOFR(Q)* +
3.38% +3.88%/PIK
12.62% 08/2022 08/2028 $ 27,556 $ 27,373 $ 27,757
First Lien(4) SOFR(Q) + 7.25% 12.62% 10/2022 08/2028 4,508 4,475 4,553
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.75% 12.10% 08/2022 08/2028 421 422 421
32,485 32,270 32,731 2.95 %
Ocala Bidco, Inc.
Healthcare First Lien(2)(4) SOFR(M)* +
3.50% +2.75%/PIK
11.72% 12/2021 11/2028 31,584 31,298 31,584 2.85 %
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software First Lien(4) SOFR(Q)* +
7.00%/PIK
12.35% 11/2021 11/2028 27,534 27,372 27,534
First Lien(4) SOFR(Q)* +
7.00%/PIK
12.35% 03/2022 11/2028 3,774 3,750 3,774
31,308 31,122 31,308 2.82 %
Sun Acquirer Corp.
Consumer Services First Lien(2)(4) SOFR(M) + 5.75% 11.22% 12/2021 09/2028 24,500 24,312 24,088
First Lien(2)(4) SOFR(M) + 5.75% 11.22% 09/2021 09/2028 3,945 3,919 3,878
First Lien(2)(4) SOFR(M) + 5.75% 11.22% 09/2021 09/2028 2,788 2,761 2,742
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.75% 11.22% 09/2021 09/2027 112 113 110
31,345 31,105 30,818 2.78 %
IG IntermediateCo LLC
Infogain Corporation
Business Services Subordinated(4) SOFR(Q) + 8.25% 13.70% 07/2022 07/2029 20,105 19,891 20,105
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 07/2021 07/2028 9,059 9,010 9,059
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 07/2022 07/2028 1,564 1,551 1,564
30,728 30,452 30,728 2.77 %
Foreside Financial Group, LLC
Business Services First Lien(2)(4) SOFR(Q) + 5.50% 11.04% 05/2022 09/2027 29,087 28,870 29,087
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.50% 11.02% 05/2022 09/2027 859 856 859
29,946 29,726 29,946 2.70 %
Galway Borrower LLC
Business Services First Lien(2)(4) SOFR(Q) + 5.25% 10.70% 09/2021 09/2028 29,741 29,511 29,741 2.68 %
Fortis Solutions Group, LLC
Packaging First Lien(2)(4) SOFR(Q) + 5.50% 10.95% 10/2021 10/2028 29,299 29,092 29,115
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.50% 10.95% 10/2021 10/2027 146 156 145
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.50% 10.98% 06/2022 10/2028 142 139 141
First Lien(4) SOFR(Q) + 5.50% 10.95% 10/2021 10/2028 82 74 82
29,669 29,461 29,483 2.66 %
The accompanying notes are an integral part of these consolidated financial statements.
22
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
FS WhiteWater Borrower, LLC
Consumer Services First Lien(2)(4) SOFR(Q) + 5.75% 11.25% 12/2021 12/2027 $ 17,521 $ 17,395 $ 17,239
First Lien(2)(4) SOFR(Q) + 5.75% 11.28% 12/2021 12/2027 5,881 5,839 5,786
First Lien(2)(4) SOFR(Q) + 5.75% 11.25% 12/2021 12/2027 5,844 5,802 5,750
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.75% 11.26% 12/2021 12/2027 536 539 528
29,782 29,575 29,303 2.64 %
Pye-Barker Fire & Safety, LLC
Business Services First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 11/2021 11/2027 23,817 23,635 23,817
First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 05/2021 11/2027 4,888 4,865 4,888
28,705 28,500 28,705 2.59 %
Icebox Holdco III, Inc.
Distribution & Logistics Second Lien(2)(4) SOFR(Q) + 6.75% 12.36% 12/2021 12/2029 30,000 29,877 28,641 2.58 %
CFS Management, LLC
Healthcare First Lien(2)(4) SOFR(Q)* +
6.25% +0.75%/PIK
12.61% 08/2019 07/2024 23,817 23,792 20,809
First Lien(2)(4) SOFR(Q)* +
6.25% +0.75%/PIK
12.61% 09/2021 07/2024 5,610 5,604 4,901
First Lien(4) SOFR(Q)* +
6.25% +0.75%/PIK
12.61% 08/2019 07/2024 2,127 2,126 1,859
First Lien(2)(4)(5) - Drawn SOFR(Q)* +
6.25% +0.75%/PIK
13.36% 02/2022 07/2024 365 369 319
31,919 31,891 27,888 2.52 %
OEC Holdco, LLC (12)
OEConnection LLC
Software Second Lien(2)(4) SOFR(M) + 7.00% 12.46% 12/2021 09/2027 19,234 19,098 19,234
Second Lien(2)(4) SOFR(M) + 7.00% 12.46% 09/2019 09/2027 7,677 7,633 7,677
26,911 26,731 26,911 2.43 %
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software First Lien(2)(4) SOFR(Q)* +
3.50% +2.50%/PIK
11.38% 06/2022 06/2029 26,068 25,906 26,068
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.86% 06/2022 06/2029 399 398 399
First Lien(2)(4)(5) - Drawn SOFR(Q)* +
3.50% +2.50%/PIK
11.38% 06/2022 06/2029 97 97 97
26,564 26,401 26,564 2.40 %
Idera, Inc.
Software Second Lien(4) SOFR(Q) + 6.75% 12.28% 03/2021 03/2029 26,250 26,291 26,250 2.37 %
MRI Software LLC
Software First Lien(2)(4) SOFR(Q) + 5.50% 10.95% 01/2020 02/2027 16,675 16,631 16,632
First Lien(2)(4) SOFR(Q) + 5.50% 10.95% 03/2021 02/2027 8,897 8,885 8,874
25,572 25,516 25,506 2.30 %
The accompanying notes are an integral part of these consolidated financial statements.
23
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Businessolver.com, Inc.
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 12/2021 12/2027 $ 24,164 $ 24,078 $ 24,164
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.96% 12/2021 12/2027 560 559 560
24,724 24,637 24,724 2.23 %
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business Services Second Lien(2)(4) SOFR(M) + 6.75% 12.22% 11/2021 12/2029 24,900 24,799 24,148 2.18 %
Bullhorn, Inc.
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 09/2019 09/2026 18,653 18,589 18,653
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 10/2021 09/2026 3,855 3,849 3,855
First Lien(4) SOFR(M) + 5.50% 10.96% 09/2019 09/2026 863 860 863
First Lien(4) SOFR(M) + 5.50% 10.96% 09/2019 09/2026 387 386 387
First Lien(4) SOFR(M) + 5.50% 10.96% 09/2019 09/2026 308 307 308
24,066 23,991 24,066 2.17 %
USRP Holdings, Inc.
Business Services First Lien(2)(4) SOFR(S) + 5.75% 11.18% 07/2021 07/2027 23,338 23,180 23,338 2.10 %
Avalara, Inc.
Software First Lien(4) SOFR(Q) + 7.25% 12.60% 10/2022 10/2028 21,654 21,423 21,654 1.95 %
MED Parentco, LP
Healthcare Second Lien(2)(4) SOFR(M) + 8.25% 13.72% 08/2019 08/2027 22,000 21,908 21,221 1.91 %
DOCS, MSO, LLC
Healthcare First Lien(2)(4) SOFR(M) + 5.75% 11.20% 06/2022 06/2028 20,982 20,982 20,605 1.86 %
KAMC Holdings, Inc
Business Services Second Lien(2)(4) SOFR(Q) + 8.00% 13.63% 08/2019 08/2027 22,500 22,406 20,495 1.85 %
OB Hospitalist Group, Inc.
Healthcare First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 09/2021 09/2027 19,075 18,945 18,588
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.96% 09/2021 09/2027 976 975 951
20,051 19,920 19,539 1.76 %
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software First Lien(2)(4) SOFR(Q) + 5.75% 11.28% 03/2021 08/2025 8,288 8,271 8,095
First Lien(2)(4) SOFR(Q) + 6.25% 11.78% 08/2020 08/2025 7,298 7,265 7,155
First Lien(2)(4) SOFR(Q) + 5.75% 11.28% 03/2021 08/2025 2,025 2,021 1,978
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.25% 11.76% 08/2020 08/2025 1,261 1,268 1,236
First Lien(4) SOFR(Q) + 6.25% 11.78% 08/2020 08/2025 611 608 599
First Lien(4) SOFR(Q) + 6.25% 11.78% 08/2020 08/2025 385 383 377
19,868 19,816 19,440 1.75 %
Foundational Education Group, Inc.
Education Second Lien(4) SOFR(Q) + 6.50% 12.14% 08/2021 08/2029 19,706 19,643 19,355 1.75 %
The accompanying notes are an integral part of these consolidated financial statements.
24
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Daxko Acquisition Corporation
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 10/2021 10/2028 $ 17,569 $ 17,438 $ 17,569
First Lien(4) SOFR(M) + 5.50% 10.96% 10/2021 10/2028 1,480 1,473 1,480
First Lien(2)(4)(5) - Drawn P(Q) + 4.50% 13.00% 10/2021 10/2027 89 93 89
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.96% 10/2021 10/2028 88 84 88
19,226 19,088 19,226 1.73 %
TigerConnect, Inc.
Healthcare First Lien(2)(4) SOFR(Q)* +
3.38% +3.38%/PIK
12.28% 02/2022 02/2028 18,409 18,274 18,253
First Lien(2)(4)(5) - Drawn SOFR(Q)* +
3.38% +3.38%/PIK
12.28% 02/2022 02/2028 835 835 828
19,244 19,109 19,081 1.72 %
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software Second Lien(4) SOFR(S) + 6.75% 12.35% 05/2021 11/2027 18,882 18,882 17,671 1.59 %
Relativity ODA LLC
Software First Lien(4) SOFR(M) + 6.50% 11.96% 05/2021 05/2027 16,848 16,736 16,848 1.52 %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software First Lien(2)(4) SOFR(Q)* +
3.00% +3.25%/PIK
11.78% 04/2021 04/2028 17,541 17,438 16,225 1.46 %
Granicus, Inc.
Software First Lien(2)(4) SOFR(Q)* +
5.50% +1.50%/PIK
12.48% 01/2021 01/2027 13,672 13,613 13,672
First Lien(4) SOFR(Q) + 6.00% 11.48% 04/2021 01/2027 2,271 2,258 2,271
First Lien(2)(4)(5) - Drawn SOFR(M) + 6.50% 11.96% 01/2021 01/2027 252 254 252
16,195 16,125 16,195 1.46 %
AmeriVet Partners Management, Inc.
Consumer Services First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 02/2022 02/2028 11,809 11,765 11,809
First Lien(4) SOFR(Q) + 5.50% 11.00% 02/2022 02/2028 3,286 3,282 3,286
First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 02/2022 02/2028 431 431 431
15,526 15,478 15,526 1.40 %
NMC Crimson Holdings, Inc.
Healthcare First Lien(2)(4) SOFR(Q) + 6.09% 11.64% 03/2021 03/2028 11,101 10,990 11,029
First Lien(2)(4) SOFR(Q) + 6.09% 11.62% 03/2021 03/2028 2,302 2,296 2,287
13,403 13,286 13,316 1.20 %
DCA Investment Holding, LLC
Healthcare First Lien(2)(4) SOFR(Q) + 6.41% 11.75% 03/2021 04/2028 9,415 9,367 9,132
First Lien(2)(4) SOFR(Q) + 6.41% 11.75% 02/2022 04/2028 2,078 2,071 2,016
First Lien(4) SOFR(Q) + 6.41% 11.75% 03/2021 04/2028 1,575 1,567 1,528
First Lien(2)(4) SOFR(Q) + 6.50% 11.85% 12/2022 04/2028 494 488 480
13,562 13,493 13,156 1.19 %
The accompanying notes are an integral part of these consolidated financial statements.
25
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare First Lien(2)(4) SOFR(M) + 5.50% 10.96% 08/2021 08/2028 $ 10,709 $ 10,632 $ 10,453
First Lien(4) SOFR(M) + 5.50% 10.96% 08/2021 08/2028 1,898 1,891 1,853
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.96% 08/2021 08/2028 679 667 662
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.96% 08/2021 08/2027 172 174 168
13,458 13,364 13,136 1.18 %
Syndigo LLC
Software Second Lien(4) SOFR(M) + 8.00% 13.48% 12/2020 12/2028 12,500 12,432 12,500 1.13 %
Allworth Financial Group, L.P.
Financial Services First Lien(2)(4) SOFR(M) + 5.50% 10.96% 01/2022 12/2026 5,075 5,043 5,075
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 01/2022 12/2026 5,044 5,011 5,044
First Lien(4) SOFR(M) + 5.50% 10.96% 01/2022 12/2026 1,526 1,515 1,526
11,645 11,569 11,645 1.05 %
Specialtycare, Inc.
Healthcare First Lien(2)(4) SOFR(Q) + 5.75% 11.41% 06/2021 06/2028 11,609 11,511 11,145
First Lien(4) SOFR(Q) + 5.75% 11.41% 06/2021 06/2028 84 83 80
First Lien(2)(4)(5) - Drawn SOFR(M) + 4.00% 9.46% 06/2021 06/2026 39 41 38
11,732 11,635 11,263 1.02 %
DG Investment Intermediate Holdings 2, Inc.
Business Services Second Lien SOFR(M) + 6.75% 12.22% 03/2021 03/2029 12,188 12,165 10,999 0.99 %
PDQ.com Corporation
Software First Lien(2)(4) SOFR(Q) + 5.21% 10.66% 12/2021 08/2027 5,600 5,580 5,600
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.21% 10.68% 12/2021 08/2027 5,389 5,371 5,389
10,989 10,951 10,989 0.99 %
GC Waves Holdings, Inc.
Financial Services First Lien(2)(4) SOFR(M) + 6.00% 11.46% 08/2021 08/2028 10,445 10,382 10,445 0.94 %
Maverick Bidco Inc.
Software Second Lien(4) SOFR(Q) + 6.75% 12.28% 04/2021 05/2028 10,200 10,178 10,039 0.91 %
CRCI Longhorn Holdings, Inc.
Business Services Second Lien(2)(4) SOFR(M) + 7.25% 12.71% 07/2021 08/2026 10,000 9,986 9,956 0.90 %
Beacon Pointe Harmony, LLC
Financial Services First Lien(2)(4) SOFR(M) + 5.50% 10.86% 12/2021 12/2028 6,991 6,937 6,921
First Lien(4) SOFR(M) + 5.50% 10.86% 12/2021 12/2028 2,742 2,726 2,715
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 10.86% 12/2021 12/2028 222 220 220
9,955 9,883 9,856 0.89 %
Trinity Air Consultants Holdings Corporation
Business Services First Lien(2)(4) SOFR(S) + 5.75% 11.29% 06/2021 06/2027 7,449 7,401 7,449
First Lien(2)(4)(5) - Drawn SOFR(S) + 5.75% 11.19% 06/2021 06/2027 1,971 1,958 1,971
9,420 9,359 9,420 0.85 %
The accompanying notes are an integral part of these consolidated financial statements.
26
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Coyote Buyer, LLC
Specialty Chemicals & Materials First Lien(2) SOFR(Q) + 6.00% 11.53% 03/2020 02/2026 $ 7,978 $ 7,962 $ 7,978
First Lien(2) SOFR(Q) + 8.00% 13.54% 10/2020 08/2026 1,436 1,428 1,436
9,414 9,390 9,414 0.85 %
KPSKY Acquisition Inc.
Business Services First Lien(2)(4) SOFR(Q) + 5.25% 10.73% 10/2021 10/2028 8,502 8,439 8,337
First Lien(4) SOFR(Q) + 5.25% 10.76% 10/2021 10/2028 974 967 955
9,476 9,406 9,292 0.84 %
CG Group Holdings, LLC
Specialty Chemicals & Materials First Lien(2)(4) SOFR(Q)* +
6.75% +2.00%/PIK
14.10% 07/2021 07/2027 8,403 8,344 8,038
First Lien(2)(4)(5) - Drawn SOFR(M)* +
6.75% +2.00%/PIK
14.11% 07/2021 07/2026 935 931 894
9,338 9,275 8,932 0.81 %
Huskies Parent, Inc.
Software First Lien(2)(4) SOFR(Q) + 5.50% 11.00% 12/2021 11/2028 8,376 8,328 8,160
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.50% 11.00% 12/2021 11/2027 724 720 705
9,100 9,048 8,865 0.80 %
Radwell Parent, LLC
Distribution & Logistics First Lien(2)(4) SOFR(Q) + 6.53% 11.97% 03/2022 04/2029 8,301 8,250 8,301
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.75% 12.10% 03/2022 04/2028 90 90 90
First Lien(2)(4)(5) - Drawn SOFR(Q) + 6.53% 11.91% 03/2022 04/2029 67 61 67
8,458 8,401 8,458 0.76 %
Ministry Brands Holdings, LLC
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 12/2021 12/2028 6,939 6,912 6,814
First Lien(2)(4) SOFR(M) + 5.50% 10.96% 12/2021 12/2028 702 701 689
First Lien(2)(4)(5) - Drawn SOFR(M) + 5.50% 11.28% 12/2021 12/2027 362 361 355
8,003 7,974 7,858 0.71 %
Smile Doctors LLC
Healthcare First Lien(2)(4) SOFR(Q) + 5.90% 11.30% 02/2022 12/2028 7,883 7,849 7,779 0.70 %
EAB Global, Inc.
Education Second Lien(2)(4) SOFR(M) + 6.50% 11.97% 08/2021 08/2029 7,354 7,270 7,354 0.66 %
Safety Borrower Holdings LLC
Software First Lien(2)(4) SOFR(M) + 5.25% 10.75% 09/2021 09/2027 6,904 6,881 6,904
First Lien(2)(4)(5) - Drawn P(Q) + 4.25% 12.75% 09/2021 09/2027 384 383 384
7,288 7,264 7,288 0.66 %
Community Brands ParentCo, LLC
Software First Lien(2)(4) SOFR(M) + 5.50% 10.96% 02/2022 02/2028 7,091 7,038 6,899 0.62 %
USIC Holdings, Inc.
Business Services Second Lien SOFR(Q) + 6.50% 12.11% 05/2021 05/2029 7,000 6,974 6,550 0.59 %
The accompanying notes are an integral part of these consolidated financial statements.
27
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
YLG Holdings, Inc.
Business Services First Lien(2)(4) SOFR(Q) + 5.00% 10.48% 10/2021 10/2025 $ 6,079 $ 6,060 $ 6,079
First Lien(2)(4)(5) - Drawn SOFR(Q) + 5.50% 10.99% 10/2021 10/2025 404 394 404
6,483 6,454 6,483 0.58 %
TMK Hawk Parent, Corp.
Distribution & Logistics First Lien(2)(4) SOFR(Q) + 3.50% 9.14% 09/2019 08/2024 9,666 9,047 5,800
First Lien(2) SOFR(M) + 9.50% 14.98% 12/2023 05/2024 457 457 457
First Lien SOFR(M) + 9.50% 14.98% 12/2023 05/2024 157 157 157
10,280 9,661 6,414 0.58 %
RealPage, Inc.
Software Second Lien SOFR(M) + 6.50% 11.97% 02/2021 04/2029 6,388 6,353 6,404 0.58 %
Calabrio, Inc.
Software First Lien SOFR(M) + 7.13% 12.48% 04/2021 04/2027 5,979 5,953 5,920
First Lien(2)(5) - Drawn SOFR(M) + 7.13% 12.48% 04/2021 04/2027 411 411 407
6,390 6,364 6,327 0.57 %
Therapy Brands Holdings LLC
Healthcare Second Lien(2)(4) SOFR(M) + 6.75% 12.22% 05/2021 05/2029 6,000 5,970 5,693 0.51 %
IMO Investor Holdings, Inc.
Healthcare First Lien(2)(4) SOFR(Q) + 6.00% 11.40% 05/2022 05/2029 5,224 5,181 5,182
First Lien(2)(4)(5) - Drawn SOFR(S) + 6.00% 11.39% 05/2022 05/2029 463 459 459
First Lien(2)(4)(5) - Drawn SOFR(S) + 6.00% 11.42% 05/2022 05/2028 25 27 25
5,712 5,667 5,666 0.51 %
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare First Lien(4) SOFR(Q) + 6.75% 12.32% 05/2021 05/2027 4,641 4,612 4,641 0.42 %
Mamba Purchaser, Inc.
Healthcare Second Lien(4) SOFR(M) + 6.50% 11.97% 09/2021 10/2029 4,354 4,336 4,347 0.39 %
Cloudera, Inc.
Software Second Lien SOFR(M) + 6.00% 11.46% 08/2021 10/2029 4,006 3,998 3,860 0.35 %
Alegeus Technologies Holdings Corp.
Healthcare First Lien(2)(4) SOFR(S) + 8.25% 13.75% 08/2019 09/2024 2,134 2,131 2,134 0.19 %
AG Parent Holdings, LLC
Healthcare First Lien(2) SOFR(Q) + 5.00% 10.65% 07/2019 07/2026 1,970 1,966 1,938 0.17 %
MH Sub I, LLC (Micro Holding Corp.)
Business Services Second Lien SOFR(M) + 6.25% 11.61% 02/2021 02/2029 1,865 1,862 1,753 0.16 %
Kele Holdco, Inc.
Distribution & Logistics First Lien(2)(4) SOFR(M) + 5.25% 10.71% 12/2021 02/2026 1,739 1,735 1,739 0.16 %
Virtusa Corporation
Business Services Subordinated Fixed(S) + 7.13% 7.13% 07/2022 12/2028 1,000 834 859 0.09 %
New Trojan Parent, Inc.
Healthcare Second Lien(4) SOFR(M) + 7.25% 12.72% 01/2021 01/2029 13,238 13,189 703 0.07 %
Total Funded Debt Investments - United States $ 1,902,756 $ 1,891,533 $ 1,858,847 167.65 %
The accompanying notes are an integral part of these consolidated financial statements.
28
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software Second Lien(2)(4) SOFR(M) + 8.25% 13.72% 10/2019 10/2027 $ 22,500 $ 22,404 $ 22,500 2.03 %
Total Funded Debt Investments - United Kingdom $ 22,500 $ 22,404 $ 22,500 2.03 %
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services Second Lien(2)(4) SOFR(M) + 8.00% 13.47% 09/2019 05/2027 $ 12,000 $ 12,000 $ 11,982 1.08 %
Total Funded Debt Investments - Canada $ 12,000 $ 12,000 $ 11,982 1.08 %
Total Funded Debt Investments $ 1,937,256 $ 1,925,937 $ 1,893,329 170.76 %
Equity - United States
Dealer Tire Holdings, LLC(10)
Distribution & Logistics Preferred shares (4) Fixed(S)*
7.00%/PIK
7.00% 09/2021 - 30,082 $ 37,626 $ 39,970 3.60 %
OEC Holdco, LLC (12)
Software Preferred shares (3)(4) Fixed(S)*
11.00%/PIK
11.00% 12/2021 - 17,786 20,782 20,008 1.80 %
ACI Parent Inc. (11)
Healthcare Preferred shares (4) Fixed(Q)*
11.75%/PIK
11.75% 08/2021 - 12,500 16,414 15,040 1.36 %
Knockout Intermediate Holdings I Inc. (14)
Software Preferred shares (4) Fixed(S)*
11.75%/PIK
11.75% 06/2022 - 9,061 10,066 10,179 0.92 %
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software Preferred shares (4) SOFR(Q)* +
9.50%/PIK
14.85% 04/2021 - 5,000 6,877 6,191 0.56 %
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
Software Preferred shares (4) Fixed(S)*
10.50%/PIK
10.50% 04/2021 - 5,000 6,386 6,082 0.55 %
Appriss Health Holdings, Inc. (7)
Appriss Health Intermediate Holdings, Inc.
Healthcare Preferred shares (4) Fixed(Q)*
11.00%/PIK
11.00% 05/2021 - 1,167 1,497 1,432 0.13 %
Pioneer Topco I, L.P. (13)
Software Ordinary shares (4) - - - 11/2021 - 10 - - - %
Total Shares - United States $ 99,648 $ 98,902 8.92 %
Total Shares $ 99,648 $ 98,902 8.92 %
Total Funded Investments $ 2,025,585 $ 1,992,231 179.68 %
Unfunded Debt Investments - United States
KWOR Acquisition, Inc.
Business Services First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2027 $ 3,222 $ (24) $ - - %
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2027 2,427 (16) - - %
The accompanying notes are an integral part of these consolidated financial statements.
29
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Allworth Financial Group, L.P.
Financial Services First Lien(2)(4)(5) - Undrawn - - - 01/2022 12/2026 $ 1,572 $ (10) $ - - %
AmeriVet Partners Management, Inc.
Consumer Services First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2028 1,213 (4) - - %
Coyote Buyer, LLC
Specialty Chemicals & Materials First Lien(2)(5) - Undrawn - - - 03/2020 02/2025 592 (1) - - %
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 05/2021 05/2027 313 (2) - - %
Associations, Inc.
Business Services First Lien(2)(4)(5) - Undrawn - - - 07/2021 07/2027 1,146 (6) - - %
Avalara, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 10/2022 10/2028 2,165 (22) - - %
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software First Lien(2)(4)(5) - Undrawn - - - 05/2022 05/2028 4,156 (30) - - %
Bullhorn, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 09/2019 09/2026 964 (3) - - %
Businessolver.com, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2024 3,027 - - - %
Daxko Acquisition Corporation
Software First Lien(2)(4)(5) - Undrawn - - - 10/2021 04/2024 619 - -
First Lien(2)(4)(5) - Undrawn - - - 10/2021 10/2027 1,242 (12) -
1,861 (12) - - %
Foreside Financial Group, LLC
Business Services First Lien(2)(4)(5) - Undrawn - - - 05/2022 05/2024 3,894 - -
First Lien(2)(4)(5) - Undrawn - - - 05/2022 09/2027 931 (9) -
4,825 (9) - - %
Galway Borrower LLC
Business Services First Lien(2)(4)(5) - Undrawn - - - 09/2021 09/2027 1,894 (12) - - %
Granicus, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 01/2021 01/2027 955 (7) - - %
The accompanying notes are an integral part of these consolidated financial statements.
30
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
iCIMS, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 08/2022 08/2024 $ 5,634 $ - $ -
First Lien(2)(4)(5) - Undrawn - - - 08/2022 08/2028 2,101 (18) -
7,735 (18) - - %
IG IntermediateCo LLC
Infogain Corporation
Business Services First Lien(2)(4)(5) - Undrawn - - - 07/2021 07/2026 1,854 (7) - - %
Ocala Bidco, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 12/2021 05/2024 3,196 - - - %
IG Investments Holdings, LLC
Business Services First Lien(2)(4)(5) - Undrawn - - - 09/2021 09/2027 3,103 (20) - - %
GraphPAD Software, LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 04/2021 04/2027 750 (4) - - %
GS Acquisitionco, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 02/2020 05/2026 2,362 (6) - - %
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 06/2022 06/2024 1,481 - -
First Lien(2)(4)(5) - Undrawn - - - 06/2022 06/2029 1,183 (9) -
2,664 (9) - - %
OA Buyer, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2028 5,959 (43) - - %
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software First Lien(2)(4)(5) - Undrawn - - - 11/2021 11/2027 4,009 (26) - - %
PDQ.com Corporation
Software First Lien(2)(4)(5) - Undrawn - - - 12/2021 01/2024 8,857 - - - %
Pye-Barker Fire & Safety, LLC
Business Services First Lien(2)(4)(5) - Undrawn - - - 11/2021 11/2026 1,998 (31) - - %
The accompanying notes are an integral part of these consolidated financial statements.
31
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Radwell Parent, LLC
Distribution & Logistics First Lien(2)(4)(5) - Undrawn - - - 03/2022 04/2024 $ 1,056 $ - $ -
First Lien(2)(4)(5) - Undrawn - - - 03/2022 04/2028 360 (3) -
1,416 (3) - - %
Recorded Future, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 08/2019 07/2025 1,630 (4) - - %
Relativity ODA LLC
Software First Lien(2)(4)(5) - Undrawn - - - 05/2021 05/2027 1,439 (10) - - %
Safety Borrower Holdings LLC
Software First Lien(2)(4)(5) - Undrawn - - - 09/2021 09/2027 128 (1) - - %
Trinity Air Consultants Holdings Corporation
Business Services First Lien(2)(4)(5) - Undrawn - - - 06/2021 06/2024 572 - -
First Lien(2)(4)(5) - Undrawn - - - 06/2021 06/2027 727 (5) -
1,299 (5) - - %
USRP Holdings, Inc.
Business Services First Lien(2)(4)(5) - Undrawn - - - 07/2021 07/2027 432 (3) - - %
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services First Lien(2)(4)(5) - Undrawn - - - 08/2021 10/2027 2,480 (5) - - %
YLG Holdings, Inc.
Business Services First Lien(2)(4)(5) - Undrawn - - - 10/2021 12/2024 3,963 - - - %
Calabrio, Inc.
Software First Lien(2)(5) - Undrawn - - - 04/2021 04/2027 309 (2) (3) (0.00) %
MRI Software LLC
Software First Lien(2)(4)(5) - Undrawn - - - 01/2020 02/2027 1,170 (3) (3) (0.00) %
DECA Dental Holdings LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 08/2021 08/2027 306 (3) (6) (0.00) %
Ministry Brands Holdings, LLC
Software First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2027 316 (2) (6) (0.00) %
Specialtycare, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 06/2021 06/2026 240 (4) (8) (0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
32
Table of Contents
New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Sun Acquirer Corp.
Consumer Services First Lien(2)(4)(5) - Undrawn - - - 09/2021 09/2027 $ 447 $ (4) $ (8) (0.00) %
CG Group Holdings, LLC
Specialty Chemicals & Materials First Lien(2)(4)(5) - Undrawn - - - 07/2021 07/2026 226 (3) (10) (0.00) %
IMO Investor Holdings, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 05/2022 05/2028 605 (6) (5)
First Lien(2)(4)(5) - Undrawn - - - 05/2022 05/2024 794 - (6)
1,399 (6) (11) (0.00) %
Smile Doctors LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 06/2023 03/2025 905 - (12) (0.00) %
Beacon Pointe Harmony, LLC
Financial Services First Lien(2)(4)(5) - Undrawn - - - 12/2021 09/2024 683 - (7)
First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2027 736 (5) (7)
1,419 (5) (14) (0.00) %
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software First Lien(2)(4)(5) - Undrawn - - - 08/2020 08/2025 1,074 (13) (21) (0.00) %
TigerConnect, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2024 545 - (5)
First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2028 2,630 (18) (22)
3,175 (18) (27) (0.00) %
FS WhiteWater Borrower, LLC
Consumer Services First Lien(2)(4)(5) - Undrawn - - - 12/2021 12/2027 1,847 (18) (30) (0.00) %
Community Brands ParentCo, LLC
Software First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2028 425 (3) (11)
First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2024 849 - (23)
1,274 (3) (34) (0.00) %
DOCS, MSO, LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 06/2022 06/2028 1,977 - (36) (0.00) %
OB Hospitalist Group, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 09/2021 09/2027 1,548 (15) (39) (0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
Portfolio Company, Location and Industry(1) Type of
Investment 		Reference (6) Spread (6) Interest Rate (6) Acquisition Date Maturity/Expiration
Date 		Principal
Amount,
Par Value or Shares 		Cost Fair Value Percent of
Members' Capital
Fortis Solutions Group, LLC
Packaging First Lien(2)(4)(5) - Undrawn - - - 10/2021 10/2027 $ 2,782 $ (28) $ (18)
First Lien(2)(4)(5) - Undrawn - - - 06/2022 06/2024 4,539 - (29)
7,321 (28) (47) (0.00) %
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare First Lien(2)(4)(5) - Undrawn - - - 08/2021 08/2027 973 (10) (23)
First Lien(2)(4)(5) - Undrawn - - - 08/2021 08/2024 1,415 - (34)
2,388 (10) (57) (0.01) %
CFS Management, LLC
Healthcare First Lien(2)(4)(5) - Undrawn - - - 02/2022 02/2024 764 (5) (96) (0.02) %
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software First Lien(2)(4)(5) - Undrawn - - - 04/2021 04/2027 2,259 (11) (169) (0.02) %
Notorious Topco, LLC
Consumer Products First Lien(2)(4)(5) - Undrawn - - - 11/2021 05/2027 3,373 (25) (249) (0.03) %
Total Unfunded Debt Investments - United States $ 119,343 $ (531) $ (886) (0.08) %
Total Unfunded Debt Investments $ 119,343 $ (531) $ (886) (0.08) %
Total Non-Controlled/Non-Affiliated Investments $ 2,025,054 $ 1,991,345 179.60 %
Total Investments $ 2,025,054 $ 1,991,345 179.60 %
(1)New Mountain Guardian III BDC, L.L.C. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the GS Credit Facility, a revolving credit facility among the Company as Collateral Manager, New Mountain Guardian III SPV, L.L.C. as the Borrower, Goldman Sachs Bank USA as the Syndication Agent and Administrative Agent, and Western Alliance Trust Company, N.A. as Collateral Agent, Collateral Custodian and Collateral Administrator. See Note 6. Borrowings, for details.
(3)Investment is held by New Mountain Guardian III OEC, Inc.
(4)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(5)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(6)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (SOFR), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2023.
(7)The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The Company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity in Appriss Health Intermediate Holdings, Inc. is entitled to receive cumulative preferential dividends at a rate of 11.00% per annum.
(8)The Company holds investments in two subsidiaries of Project Essential Topco, Inc. The Company holds a first lien term loan and first lien revolver in Project Essential Bidco, Inc. and preferred equity in Project Essential Super Parent, Inc. The preferred equity in Project Essential Super Parent, Inc. is entitled to receive cumulative preferential dividends at a rate of SOFR + 9.50% per annum.
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
(in thousands, except shares)
(9)The Company holds investments in two wholly-owned subsidiaries of Diamond Parent Holdings Corp. The Company holds three first lien term loans, two first lien delayed draws and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer, Inc. is entitled to receive cumulative preferential dividends at a rate of 10.50% per annum.
(10)The Company holds preferred equity in Dealer Tire Holdings, LLC., that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.
(11)The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
(12)The Company holds investments in OEC Holdco, LLC, and a wholly-owned subsidiary of OEC Holdco, LLC. The Company holds two second lien term loans in OEConnection LLC, and preferred equity in OEC Holdco, LLC. The preferred equity is entitled to receive preferential dividends at a rate of 11.00% per annum.
(13)The Company holds investments in Pioneer Topco I, L.P. and a wholly-owned subsidiary of Pioneer Topco I, L.P. The Company holds a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, and common equity in Pioneer Topco I, L.P.
(14)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
* All or a portion of interest or dividends contains PIK interest or dividends.
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2023, 1.66% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
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New Mountain Guardian III BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2023
December 31, 2023
Investment Type Percent of Total
Investments at Fair Value
First lien 78.20 %
Second lien 15.03 %
Subordinated 1.80 %
Equity and other 4.97 %
Total investments 100.00 %
December 31, 2023
Industry Type Percent of Total
Investments at Fair Value
Software 38.33 %
Business Services 20.92 %
Healthcare 20.26 %
Consumer Services 6.39 %
Distribution & Logistics 4.28 %
Financial Services 4.01 %
Consumer Products 2.06 %
Packaging 1.49 %
Education 1.34 %
Specialty Chemicals & Materials 0.92 %
Total investments 100.00 %
December 31, 2023
Interest Rate Type Percent of Total
Investments at Fair Value
Floating rates 94.55 %
Fixed rates 5.45 %
Total investments 100.00 %
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to the Consolidated Financial Statements of
New Mountain Guardian III BDC, L.L.C.
September 30, 2024
(in thousands, except unit data)
(unaudited)
Note 1. Formation and Business Purpose
New Mountain Guardian III BDC, L.L.C. (the "Company") is a Delaware limited liability company formed on May 22, 2019. The Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected to be treated for U.S. federal income tax purposes, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
New Mountain Finance Advisers, L.L.C. (the "Investment Adviser"), formerly known as New Mountain Finance Advisers BDC, L.L.C., is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital"), whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. New Mountain Capital is a global investment firm with approximately $55 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company conducted a private offering (the "Private Offering") of units of the Company's limited liability company interests (the "Units"). Units were offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a "Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with the Company (each, a "Subscription Agreement"). Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the 18-month period following the initial closing of Capital Commitments, which occurred on July 15, 2019 (the "Closing Period"). Pursuant to the Limited Liability Company Agreement (as amended and restated on June 28, 2023, the "Fourth A&R LLC Agreement"), the Closing Period was previously extended to and ended on October 15, 2021. The Company accepted and drew down on Capital Commitments from investors throughout the Closing Period and drew down on Capital Commitments throughout the Investment Period (as defined below). At the end of the Closing Period, the Company had aggregate Capital Commitments from investors of $1,149,065. The Company commenced loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering (the "Initial Drawdown"), which occurred on August 2, 2019 (the "Initial Drawdown Date"). The "Investment Period" began on July 15, 2019 and ended on July 15, 2023, the four-year anniversary of such date. The term of the Company was initially until July 15, 2025, six years from the beginning of the Investment Period, subject to (i) a one-year extension (the six year period together with any successive extensions, the "Term") as determined by the Investment Adviser in its sole discretion and (ii) an additional one-year extension as determined by the Company's board of directors ("the Board"). Pursuant to the Fourth A&R LLC Agreement, the Investment Adviser extended the Term of the Company for an additional one-year period, to July 15, 2026.
The Company established New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as a wholly-owned direct subsidiary, whose assets are used to secure GIII SPV's credit facility. The Company established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which is treated as a corporation for U.S. federal income tax purposes and is intended to facilitate the Company's compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in one of the Company's portfolio companies organized as a limited liability company (or other form of pass through entities). The Company consolidates this corporation for accounting purposes, but the corporation is not consolidated for U.S. federal income tax purposes, and may incur U.S. federal income tax expense as a result of its ownership of the portfolio company.
The Company focuses on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. The Company's investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. The Company's differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
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The Company primarily invests in senior secured debt of U.S. sponsor-backed, middle market companies. The Company defines middle market companies as those with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10,000 and $200,000. The Company focuses on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. The Company invests a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include "last-out" positions, which generally heighten the risk of loss. In some cases, the Company's investments may also include equity interests.
As of September 30, 2024, the Company's top five industry concentrations were software, healthcare, business services, consumer services and distribution & logistics.
Note 2. Summary of Significant Accounting Policies
Basis of accounting-The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services-Investment Companies("ASC 946"). The Company consolidates its wholly-owned direct subsidiaries GIII SPV and GIII OEC.
The Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the period(s) presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company's portfolio investments are not consolidated in the financial statements.
The Company's interim consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, the Company's interim consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period, have been included. The current period's results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2024.
Investments-The Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Board is ultimately and solely responsible for determining the fair value of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The Company's quarterly valuation procedures are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.For investments other than bonds, the Company looks at the number of quotes readily available and performs the following procedures:
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i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. The Company will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the Company will use one or more of the methodologies outlined below to determine fair value; and
ii.Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b.Preliminary valuation conclusions will then be documented and discussed with the Company's senior management;
c.If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Board; and
d.When deemed appropriate by the Company's management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period and the fluctuations could be material.
See Note 3. Investments, for further discussion relating to investments.
Cash and cash equivalents-Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of September 30, 2024 and December 31, 2023.
Revenue recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has loans and certain preferred equity investments in its portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2024, the Company recognized PIK interest from investments of $3,498 and $11,326, respectively, and PIK dividends from investments of $2,231 and $7,259, respectively. For the three and nine months ended September 30, 2023, the Company recognized PIK interest from investments of $3,036 and $8,427, respectively, and PIK dividends from investments of $2,482 and $7,206, respectively.
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Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of September 30, 2024 and December 31, 2023, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, amendment fees, revolver fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after the trade date. Fee income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.
Interest and other financing expenses-Interest and other financing fees are recorded on an accrual basis by the Company. See Note 6. Borrowings, for details.
Organizational expenses-Organizational expenses include costs and expenses incurred in connection with the formation and organization of the Company and are expensed as incurred in the Consolidated Statements of Operations. Any organizational and offering expenses paid by the Company in excess of the lesser of $2,000 or 0.50% of the aggregate Capital Commitments will be applied as a reduction to the base management fee paid to the Investment Adviser and cannot be recouped by the Investment Adviser.
Deferred financing costs-The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company's borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 6. Borrowings, for details.
Income taxes-The Company has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and intends to comply with the requirements to qualify and maintain its status as a RIC annually. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its unitholders.
To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to timely distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.
Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.
For U.S. federal income tax purposes, distributions paid to unitholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.
The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.
Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for U.S. federal income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and U.S. federal income tax purposes.
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The following table summarizes the total income tax provision, income tax expense and deferred income tax provision for the three and nine months ended September 30, 2024 and September 30, 2023:
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Deferred income tax (benefit) provision $ (1) $ (833) $ 145 $ (686)
Current income tax (benefit) expense (4) (1,402) 383 813
Total income tax (benefit) provision $ (5) $ (2,235) $ 528 $ 127
As of September 30, 2024 and December 31, 2023, the Company had $6 and $150, respectively, of deferred tax assets primarily relating to deferred taxes attributable to certain differences between the computation of income for U.S. federal income tax purposes as compared to GAAP.
Based on its analysis, the Company has determined that there were no uncertain tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740, Income Taxes ("ASC 740") through December 31, 2023. The 2019 through 2023 tax years and forward remain subject to examination by the U.S. federal, state, and local tax authorities.
Distributions-Distributions to the Company's unitholders are recorded on the record date as set by the Board. The Company intends to make timely distributions to its unitholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
Earnings per Unit-The Company's earnings per unit ("EPU") amounts have been computed based on the weighted-average number of Units outstanding for the period. Basic EPU is computed by dividing net increase (decrease) in members' capital resulting from operations by the weighted average number of Units outstanding during the period of computation. Diluted EPU is computed by dividing net increase (decrease) in members' capital resulting from operations by the weighted average number of Units assuming all potential Units had been issued, and its related net impact to members' capital accounted for, and the additional Units were dilutive. Diluted EPU reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.
Foreign securities-The accounting records of the Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with "Net change in unrealized appreciation (depreciation) of investments" and "Net realized gains (losses) on investments" in the Company's Consolidated Statements of Operations.
Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. This movement is beyond the control of the Company and cannot be predicted.
Use of estimates-The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.
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Note 3. Investments
At September 30, 2024, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
Cost Fair Value
First lien $ 1,287,631 $ 1,269,788
Second lien 151,456 147,279
Subordinated 37,491 37,712
Equity and other 84,466 83,880
Total investments $ 1,561,044 $ 1,538,659
Investment Cost and Fair Value by Industry
Cost Fair Value
Software $ 581,142 $ 577,687
Healthcare 354,397 343,493
Business Services 253,020 245,684
Consumer Services 122,647 123,207
Distribution & Logistics 75,021 76,461
Financial Services 70,650 70,977
Consumer Products 44,418 41,131
Packaging 30,734 30,942
Education 19,649 19,706
Specialty Chemicals & Materials 9,366 9,371
Total investments $ 1,561,044 $ 1,538,659
At December 31, 2023, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
Cost Fair Value
First lien $ 1,569,657 $ 1,557,172
Second lien 319,654 299,332
Subordinated 36,095 35,939
Equity and other 99,648 98,902
Total investments $ 2,025,054 $ 1,991,345
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Investment Cost and Fair Value by Industry
Cost Fair Value
Software $ 766,254 $ 763,302
Business Services 418,782 416,669
Healthcare 425,877 403,512
Consumer Services 127,904 127,277
Distribution & Logistics 87,297 85,222
Financial Services 79,540 79,778
Consumer Products 44,393 41,104
Packaging 29,433 29,436
Education 26,913 26,709
Specialty Chemicals & Materials 18,661 18,336
Total investments $ 2,025,054 $ 1,991,345
For a discussion of the Company's unfunded commitments, see Note 8. Commitments and Contingencies.
Investment Risk Factors-First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce the members' capital and income distributions of the Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.
Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and/or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.
The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.
Note 4. Fair Value
Pursuant to Rule 2a-5 under the 1940 Act, a market quotation is readily available for purposes of Section 2(a)(41) of the 1940 Act with respect to a security only when that "quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable." Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification Topic 820,Fair Value Measurements and Disclosure("ASC 820") establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
Level I-Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II-Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
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•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III-Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fell into as of September 30, 2024:
Total Level I Level II Level III
First lien $ 1,269,788 $ - $ 1,818 $ 1,267,970
Second lien 147,279 - 53,490 93,789
Subordinated 37,712 - 948 36,764
Equity and other 83,880 - - 83,880
Total investments $ 1,538,659 $ - $ 56,256 $ 1,482,403
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fell into as of December 31, 2023:
Total Level I Level II Level III
First lien $ 1,557,172 $ - $ 1,938 $ 1,555,234
Second lien 299,332 - 29,566 269,766
Subordinated 35,939 - 859 35,080
Equity and other 98,902 - - 98,902
Total investments $ 1,991,345 $ - $ 32,363 $ 1,958,982
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The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2024, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2024:
Total First Lien Second Lien Subordinated Equity and other
Fair Value, June 30, 2024 $ 1,584,506 $ 1,309,482 $ 156,739 $ 36,420 $ 81,865
Total gains or losses included in earnings:
Net realized gains (losses) on investments 2 2 - - -
Net change in unrealized appreciation (depreciation) of investments (8,319) (7,642) (750) 154 (81)
Purchases, including capitalized PIK and revolver fundings 14,535 11,909 - 530 2,096
Proceeds from sales and paydowns of investments (66,251) (43,911) (22,000) (340) -
Transfers out of Level III(1) (42,070) (1,870) (40,200) - -
Fair Value, September 30, 2024 $ 1,482,403 $ 1,267,970 $ 93,789 $ 36,764 $ 83,880
Net change in unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period: $ (8,317) $ (7,641) $ (750) $ 154 $ (80)
(1)As of September 30, 2024, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:
Total First Lien Second Lien Subordinated Equity and other
Fair Value, June 30, 2023 $ 2,040,022 $ 1,597,415 $ 315,811 $ 33,740 $ 93,056
Total gains or losses included in earnings:
Net change in unrealized appreciation of investments 10,120 3,227 7,504 328 (939)
Purchases, including capitalized PIK and revolver fundings 23,705 22,633 - 330 742
Proceeds from sales and paydowns of investments (48,281) (13,969) (34,312) - -
Transfers into Level III(1) 8,230 - 8,230 - -
Transfers out of Level III(1) (3,646) - (3,646) - -
Fair Value, September 30, 2023 $ 2,030,150 $ 1,609,306 $ 293,587 $ 34,398 $ 92,859
Net change in unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period: $ 9,103 $ 2,636 $ 7,078 $ 328 $ (939)
(1)As of September 30, 2023, portfolio investments were transferred into Level III from Level II and out of Level III from Level II at fair value as of the beginning of the period in which the reclassification occurred.
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The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2024, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2024:
Total First Lien Second Lien Subordinated Equity and other
Fair Value, December 31, 2023 $ 1,958,982 $ 1,555,234 $ 269,766 $ 35,080 $ 98,902
Total gains or losses included in earnings:
Net realized gains (losses) on investments (15,779) (3,197) (13,025) - 443
Net change in unrealized appreciation (depreciation) of investments 12,315 (2,922) 14,556 343 338
Purchases, including capitalized PIK and revolver fundings(1) 69,642 61,180 - 1,681 6,781
Proceeds from sales and paydowns of investments(1) (504,077) (342,325) (138,828) (340) (22,584)
Transfers out of Level III(2) (38,680) - (38,680) - -
Fair Value, September 30, 2024 $ 1,482,403 $ 1,267,970 $ 93,789 $ 36,764 $ 83,880
Net change in unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period: $ (8,664) $ (6,858) $ (1,537) $ 344 $ (613)
(1)Includes non-cash reorganizations and restructurings.
(2)As of September 30, 2024, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:
Total First Lien Second Lien Subordinated Equity and other
Fair Value, December 31, 2022 $ 1,997,931 $ 1,579,814 $ 299,769 $ 29,858 $ 88,490
Total gains or losses included in earnings:
Net realized gains (losses) on investments (339) (339) - - -
Net change in unrealized appreciation (depreciation) of investments 19,587 9,067 11,542 294 (1,316)
Purchases, including capitalized PIK and revolver fundings 99,941 90,010 - 4,246 5,685
Proceeds from sales and paydowns of investments (103,558) (69,246) (34,312) - -
Transfers into Level III(1) 16,588 - 16,588 - -
Fair Value, September 30, 2023 $ 2,030,150 $ 1,609,306 $ 293,587 $ 34,398 $ 92,859
Net change in unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period: $ 17,233 7,882 $ 10,373 $ 294 $ (1,316)
(1)As of September 30, 2023, portfolio investments were transferred into Level III from Level II at fair value as of the beginning of the period in which the reclassification occurred.
Except as noted in the tables above, there were no other transfers in or out of Levels I, II, or III during the three and nine months ended September 30, 2024 and September 30, 2023. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date, and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. Investments will be transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
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The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.
The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company within its customer or vendor base, or within the industry or the macroeconomic environment generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company's debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company's debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of September 30, 2024 and December 31, 2023, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of September 30, 2024 and December 31, 2023, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of September 30, 2024 were as follows:
Range
Type Fair Value as of September 30, 2024 Approach Unobservable Input Low High Weighted
Average (1)
First lien $ 1,237,583 Market & income approach EBITDA multiple 8.0x 32.0x 17.0x
Revenue multiple 4.5x 19.5x 9.2x
Discount rate 7.2 % 21.1 % 10.1 %
30,387 Other N/A (2) N/A N/A N/A
Second lien 93,789 Market & income approach EBITDA multiple 21.0x 21.0x 21.0x
Discount rate 9.6 % 12.1 % 10.3 %
Subordinated 36,764 Market & income approach EBITDA multiple 8.0x 24.5x 21.0x
Discount rate 12.2 % 15.4 % 13.1 %
Equity and other 83,880 Market & income approach EBITDA multiple 6.0x 32.0x 14.9x
Revenue multiple 4.5x 19.5x 6.6x
Discount rate 8.6 % 16.5 % 12.0 %
$ 1,482,403
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2023 were as follows:
Range
Type Fair Value as of December 31, 2023 Approach Unobservable Input Low High Weighted
Average (1)
First lien $ 1,533,082 Market & income approach EBITDA multiple 9.5x 44.0x 18.3x
Revenue multiple 7.5x 19.5x 10.1x
Discount rate 8.7 % 21.3 % 10.3 %
22,152 Other N/A (2) N/A N/A N/A
Second lien 269,766 Market & income approach EBITDA multiple 9.5x 20.0x 15.7x
Discount rate 9.2 % 30.0 % 12.2 %
Subordinated 35,080 Market & income approach EBITDA multiple 15.0x 22.0x 20.2x
Discount rate 12.9% 15.8% 13.6%
Equity and other 98,902 Market & income approach EBITDA multiple 11.0x 34.0x 15.8x
Revenue multiple 9.0x 11.0x 10.0x
Discount rate 9.8 % 16.5 % 12.5 %
$ 1,958,982
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
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The GS Credit Facility (as defined below) and the Unsecured Notes (as defined below) are considered Level III investments. See Note 6.Borrowingsfor details.
The following are the principal amounts and fair values of the Company's borrowings as of September 30, 2024 and December 31, 2023. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company's marketplace credit ratings, or market quotes, if available.
As of
September 30, 2024 December 31, 2023
Principal Amount
Fair Value
Principal Amount
Fair Value
GS Credit Facility $ 507,279 $ 512,554 $ 646,800 $ 650,933
Unsecured Notes 200,000 195,123 275,000 257,529
Total Borrowings $ 707,279 $ 707,677 $ 921,800 $ 908,462
Fair value risk factors-The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and health conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Note 5. Agreements and Related Parties
The Company entered into an investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser, which was most recently re-approved by the Board on January 30, 2024, at an in-person meeting, for a period of 12 months commencing on March 1, 2024. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. For providing these services, the Investment Adviser receives an annual base management fee and incentive fee from the Company.
Pursuant to the Investment Management Agreement, the base management fee is payable quarterly in arrears at an annual rate of 1.15% of the aggregate contributed capital from all unitholders (including any outstanding borrowings under any subscription line drawn in lieu of capital calls) less any return of capital distributions and less any cumulative realized losses since inception (calculated net of any subsequently reversed realized losses and net of any realized gains) as of the last day of the applicable quarter. The base management fee could also be reduced by any voluntary fee waivers made by the Investment Adviser. The management fee will be reduced, but not below zero, by any amounts paid by the Company or its subsidiaries to a placement agent, any organizational and offering expenses in excess of the lesser of $2,000 or 0.50% of the aggregate Capital Commitments and any fund expenses in excess of the Specified Expenses Cap (as defined below).
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Company's income and a portion is based on a percentage of the Company's capital gains, each as described below.
Incentive Fee on Pre-Incentive Fee Net Investment Income
The portion based on the Company's income (the "Income Incentive Fee") is based on pre-incentive fee net investment income ("Pre-Incentive Fee Net Investment Income"). Pre-Incentive Fee Net Investment Income means interest income, dividend income and any fee income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, upfront, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses for the quarter (including the management fee, expenses payable under the Administration Agreement (as defined below), and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's members' capital at the end of the immediately preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).
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The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
•no incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 2.059% (8.235% annualized). The Company refers to this portion of the Company's Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.059%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 15.0% of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 2.059% in any calendar quarter; and
•15.0% of the dollar amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds a rate of return of 2.059% (8.235% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 15.0% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser.
For the three and nine months ended September 30, 2024 and September 30, 2023, there were no incentive fees waived. The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.
Incentive Fee on Capital Gains
The second component of the incentive fee is the capital gains incentive fee. The Company will pay the Investment Adviser an incentive fee with respect to the Company's cumulative realized capital gains computed net of all realized capital losses and unrealized capital depreciation since inception ("Cumulative Net Realized Gains") based on the waterfall below:
a.First, no incentive fee is payable to the Investment Adviser on Cumulative Net Realized Gains until total return of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders is equal to total capital contributions;
b.Second, no incentive fee is payable to the Investment Adviser on Cumulative Net Realized Gains until the Company has paid cumulative distributions equal to an annualized, cumulative internal rate of return of 7.0% on the total contributed capital to the Company calculated from the date that each such amount was due to be contributed to the Company until the date each such distribution is paid;
c.Third, upon a distribution that results in cumulative distributions exceeding the amounts in clause (a) and (b) above, an incentive fee on capital gains payable to the Investment Adviser equal to 100.0% of the amount of Cumulative Net Realized Gains until the Investment Adviser has received (together with amounts the Investment Adviser has received under Income Incentive Fees) an amount equal to 15.0% of the sum of (i) the cumulative distributions to unitholders made pursuant to clause (b) above, (ii) Income Incentive Fee paid to the Investment Adviser, and (iii) amounts paid to the Investment Adviser pursuant to this clause (c); and
d.Thereafter, an incentive fee on capital gains equal to 15.0% of additional undistributed Cumulative Net Realized Gains.
Upon termination of the Company, the Investment Adviser will be required to return incentive fees to the Company to the extent that: (i) the Investment Adviser has received cumulative incentive fees in excess of 15.0% of the sum of (A) the Company's cumulative distributions other than return of capital contributions and (B) the cumulative incentive fees paid to the Investment Adviser; or (ii) the unitholders have not received a 7.0% cumulative internal rate of return; provided that in no event will such restoration be more than the incentive fees received by the Investment Adviser.
In accordance with GAAP, the Company accrues a hypothetical capital gains incentive fee based upon the cumulative net realized capital gains and realized capital losses and the cumulative net unrealized capital appreciation and unrealized capital depreciation on investments held at the end of each period. The accrual for any capital gains incentive fee under GAAP in a given period may result in additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than the amount in the prior period. If such cumulative amount is negative, then there is no such accrual. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on realized capital gains computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of each calendar year.
Expense Limitation
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Notwithstanding the foregoing, the Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses Cap") each year such that the Company will not be required to pay Specified Expenses (as defined below) in excess of a maximum aggregate amount in any calendar year (prorated for partial years and portions of years for which each applicable prong of the cap applies) equal to: (1) during the Closing Period, 0.40% of the greater of (A) $750,000 or (B) actual aggregate Capital Commitments as of the end of such calendar year, (2) at the end of the Closing Period until the end of the Investment Period, 0.40% of aggregate committed capital and (3) after the end of the Investment Period, 0.40% of the Company's average Members' Capital for the calendar year. Further, if the actual Capital Commitments of the Company at the end of the Closing Period are less than $750,000, the prong of the Specified Expenses Cap in clause (1) above will be retroactively adjusted to equal 0.40% of aggregate committed capital at the end of the Closing Period, and the Investment Adviser has agreed to further reduce and/or waive its management fee for the year in which the Closing Period ends in an amount equal to the difference between (A) the amount that would have been required to be waived/reimbursed pursuant to clause (1) above as adjusted and (B) the amount previously waived/reimbursed pursuant to clause (1) above. "Specified Expenses" of the Company means all Company Expenses (as defined in the Fourth A&R LLC Agreement) incurred in the operation of the Company with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses (as defined under "Fund Expenses" in the Fourth A&R LLC Agreement) (which are subject to the Organizational and Offering Expenses Cap), (iv) Placement Fees (as defined in the Fourth A&R LLC Agreement), (v) interest on and fees and expenses arising out of all Company indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Company or its affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes.
If, while the Investment Adviser is the investment adviser to the Company, the annualized Specified Expenses for a given calendar year are less than the Specified Expenses Cap, the Investment Adviser shall be entitled to reimbursement by the Company of the compensation waived and other expenses borne by the Investment Adviser (the "Reimbursement Amount") on behalf of the Company pursuant to the expense limitation and reimbursement agreement between the Company and the Investment Adviser (the "Expense Limitation and Reimbursement Agreement") during any of the previous thirty-six months, and provided that such amount paid to the Investment Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Reimbursement Amount plus the annualized Specified Expenses for a given calendar year shall not exceed the Specified Expenses Cap. The Investment Adviser may recapture a Specified Expense in any year within the thirty-six month period after the Investment Adviser bears the expense. For the three and nine months ended September 30, 2024 and September 30, 2023, there were no reimbursements to the Investment Adviser pursuant to this provision.
The Expense Limitation and Reimbursement Agreement may be amended by mutual agreement of the parties, provided that any amendment that could result in an increase in expenses borne by the Company also must be approved by vote of a majority of the Company's outstanding Units.
The following table summarizes the management fees and incentive fees incurred by the Company for the three and nine months ended September 30, 2024 and September 30, 2023.
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Management fee $ 2,547 $ 3,299 8,385 9,897
Less: management fee waiver - - (168) -
Net management fee 2,547 3,299 8,217 9,897
Incentive fee, excluding accrued incentive fees on capital gains $ 4,106 $ 6,468 $ 14,943 18,058
As of September 30, 2024 and December 31, 2023, no incentive fee on capital gains was accrued or owed under the Investment Management Agreement by the Company, as Cumulative Net Realized Capital Gains was less than zero.
The Company has entered into an administration agreement with the Administrator (as amended and restated, the "Administration Agreement") under which the Administrator provides administrative services. The Administration Agreement was most recently re-approved by the Board on January 30, 2024 for a period of 12 months commencing on March 1, 2024. The Administrator maintains, or oversees the maintenance of, the Company's consolidated financial records, prepares reports filed with the U.S. Securities and Exchange Commission (the "SEC"), generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. The Company reimburses the Administrator for the Company's allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company under the Administration Agreement, including compensation of the Company's chief financial
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officer and chief compliance officer, and their respective staffs. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator may, in its own discretion, submit to the Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Company during any quarterly period. As a result, the amount of expenses for which the Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Company for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2024, approximately $230 and $695, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. For the three and nine months ended September 30, 2023, approximately $309 and $702, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of September 30, 2024 and December 31, 2023, approximately $230 and $356, respectively, of indirect administrative expenses were included in payable to affiliates.
The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement (as amended, the "Trademark License Agreement"), with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "New Mountain Capital" name. Under the Trademark License Agreement, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "New Mountain Capital" name, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company, the Investment Adviser and the Administrator will have no legal right to the "New Mountain Capital" name.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company's investment mandate. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's directors who are not "interested persons", as that term is defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"), make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its unitholders and do not involve overreaching in respect of the Company or its unitholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's unitholders and is consistent with its then-current investment objective and strategies.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the "Temporary Relief"), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not previously hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC's Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continued to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, on August 30, 2022, New Mountain Finance Corporation, an affiliate of the Company and the Investment Adviser, and certain other affiliated applicants, received an Order from the SEC that amended its existing Exemptive Order to permit the Company to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
Note 6. Borrowings
Wells Credit Facility-On August 30, 2019, the Company's wholly-owned subsidiary, GIII SPV, entered into a Loan and Security Agreement by and among GIII SPV, as the borrower, the Company as collateral manager and equityholder, the lenders from time to time party thereto, and Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent and the collateral custodian (as amended, from time to time, the "Loan and Security Agreement"), which was structured
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as a secured revolving credit facility (the "Wells Credit Facility"). The Wells Credit Facility had a maturity date of July 15, 2025 and had a maximum facility amount of $800,000. The revolving period of the Wells Credit Facility ended on July 15, 2023 (the "Revolving Period End Date").
Under the Wells Credit Facility, GIII SPV was permitted to borrow up to 25.0%, 45.0%, 55.0%, 70.0% or 75.0% of the purchase price of pledged assets, subject to approval by Wells Fargo. The Wells Credit Facility was non-recourse to the Company and was collateralized by all of the investments of GIII SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Wells Credit Facility were capitalized on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the Wells Credit Facility.
Since the amendment on March 11, 2022, the Wells Credit Facility bore interest at a rate of Daily Simple SOFR plus 1.80% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and Daily Simple SOFR plus 2.30% per annum for all other investments. The Wells Credit Facility also charged a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
The following table summarizes the interest expense, non-usage fee and amortization of financing costs incurred on the Wells Credit Facility for the three and nine months ended September 30, 2023:
Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2023
Interest expense $ 14,836 $ 39,316
Non-usage fee $ 19 $ 277
Amortization of financing costs $ 356 $ 1,060
Weighted average interest rate 7.5 % 7.2 %
Effective interest rate 7.8 % 7.5 %
Average debt outstanding $ 772,433 $ 721,621
On November 28, 2023, the Company repaid all amounts outstanding under the Wells Credit Facility, including outstanding borrowings and accrued interest, and terminated the Wells Credit Facility.
Unsecured Notes-On August 4, 2021, the Company entered into a Master Note Purchase Agreement (the "Note Purchase Agreement") with certain institutional investors (the "Purchasers"). Pursuant to the Note Purchase Agreement, on August 4, 2021, the Company issued to the Purchasers, in a private placement, $125,000 in aggregate principal amount of 3.57% Series 2021A Senior Notes, Tranche A, due July 15, 2025 (the "2021A Tranche A Notes"), and on December 21, 2021, at a second closing, the Company issued $50,000 in aggregate principal amount of 3.62% Series 2021A Senior Notes, Tranche B, due July 15, 2025 (the "2021A Tranche B Notes" and, together with the 2021A Tranche A Notes, the "2021A Unsecured Notes"). On March 10, 2022, the Company entered into a first supplement (the "Supplement") to its Note Purchase Agreement with certain Purchasers. Pursuant to the Supplement, on March 10, 2022, the Company issued to the Purchasers $100,000 in aggregate principal amount of 3.95% Series 2022A Senior Notes due July 15, 2025 (the "2022A Unsecured Notes").
All fees associated with the origination of the 2021A Unsecured Notes and the 2022A Unsecured Notes (together, the "Unsecured Notes") are capitalized on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the Unsecured Notes.
The 2021A Tranche A Notes and the 2021A Tranche B Notes bear interest at an annual rate of 3.57% and 3.62%, respectively, payable semi-annually on January 15 and July 15 of each year, which commenced on January 15, 2022. The 2022A Unsecured Notes bear interest at an annual rate of 3.95%, payable semi-annual on January 15 and July 15 of each year, which commenced on July 15, 2022. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the Unsecured Notes or the Company cease to have an investment grade rating or (ii) the Asset Coverage Ratio (as defined in the Note Purchase Agreement) is less than 1.83 to 1.00.
The Company is obligated to offer to prepay the Unsecured Notes (i) each time the Company receives an aggregate amount of net proceeds from the repayment, or sale, of loans or investments that constitute Company Level Assets (as defined in the Note Purchase Agreement) and (ii) each time the Company receives an aggregate amount of net proceeds, or if the Company is permitted to receive an aggregate amount of net proceeds, from the distribution of Wells Residual Equity (as defined in the Note Purchase Agreement), in each case that is at least equal to the lesser of (A) $25,000 and (B) 10% of the aggregate principal of Unsecured Notes issued under the Note Purchase Agreement and the Supplement.
The Note Purchase Agreement also contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the
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Company's status as a BDC under the 1940 Act and a RIC under Subchapter M of the Code, minimum stockholders' equity, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of the Company or certain subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Note Purchase Agreement includes certain additional covenants and terms, including, without limitation, a requirement that the Company will not permit the Asset Coverage Ratio to be less than the greater of (x) 1.50 to 1.00 and (y) the minimum asset coverage required to be held by the Company to comply with the 1940 Act.
The Unsecured Notes are unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; and effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries and financing vehicles.
On May 6, 2024, the Company offered to prepay approximately $50,651 aggregate principal amount, including any accrued but unpaid interest, of the Unsecured Notes pursuant to Section 8.9(a) and (b) of the Note Purchase Agreement. The Unsecured Notes, including any accrued but unpaid interest on the principal redeemed, were redeemed in this amount on June 5, 2024.
On July 16, 2024, the Company offered to prepay approximately $25,152 aggregate principal amount, including any accrued but unpaid interest, of the Unsecured Notes pursuant to Section 8.9(a) and (b) of the Note Purchase Agreement. The Unsecured Notes, including any accrued but unpaid interest on the principal redeemed, were redeemed in this amount on August 16, 2024.
The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2024 and September 30, 2023:
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Interest expense $ 1,975 $ 2,556 $ 6,952 $ 7,667
Amortization of financing costs $ 211 $ 227 $ 783 $ 640
Weighted average interest rate 3.7 % 3.7 % 3.7 % 3.7 %
Effective interest rate 4.1 % 4.0 % 4.1 % 4.0 %
Average debt outstanding $ 212,536 $ 275,000 $ 249,289 $ 275,000
As of September 30, 2024 and December 31, 2023, the outstanding balance on the Unsecured Notes was $200,000 and $275,000, respectively, and the Company was in compliance with the applicable covenants of the Note Purchase Agreement on such dates.
GS Credit Facility-On November 28, 2023, GIII SPV entered into a Credit Agreement (the "Credit Agreement") by and among GIII SPV, as borrower, various lenders, Goldman Sachs Bank USA, as syndication agent and administrative agent, and Western Alliance Trust Company, N.A. ("WATC"), as collateral agent, collateral custodian, and collateral administrator, which is structured as a secured credit term loan and a secured revolving credit facility (the "GS Credit Facility"). The GS Credit Facility is collateralized by all of the investments of GIII SPV on an investment by investment basis and the initial proceeds from the GS Credit Facility were partially used for repayment of the Wells Credit Facility. Proceeds from the GS Credit Facility may be used in the future for the funding of the Company's portfolio investments. The GS Credit Facility will mature on the earlier of either (a) May 28, 2028, or (b) 45 days prior to the expiration of the Term, and has a maximum facility amount of $785,000.
Under the Credit Agreement, GIII SPV is permitted to borrow at various advance rates depending on the type of portfolio investment. All fees associated with the origination, amending or upsizing of the GS Credit Facility are capitalized on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the GS Credit Facility.
The GS Credit Facility bears interest at a rate of SOFR plus 2.95% per annum. The GS Credit Facility also charges a 0.50% non-usage fee on the unused facility amount.
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The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the GS Credit Facility for the three and nine months ended September 30, 2024:
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2024
Interest expense $ 11,595 $ 38,124
Non-usage fee $ 186 $ 562
Amortization of financing costs $ 835 $ 2,487
Weighted average interest rate 8.3 % 8.3 %
Effective interest rate 9.0 % 8.9 %
Average debt outstanding $ 546,556 $ 605,069
As of September 30, 2024 and December 31, 2023, the outstanding balance on the GS Credit Facility was $507,279 and $646,800, respectively, and GIII SPV was in compliance with the applicable covenants of the Credit Agreement on such dates.
Leverage risk factors-The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Company's common unitholders, and the Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Company's members' capital. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its unitholders. Leverage is generally considered a speculative investment technique. The Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.
Note 7. Regulation
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, and intends to comply with the requirements to continue to qualify and maintain its status as a RIC annually. In order to continue to qualify and be subject to tax treatment as a RIC for U.S. federal income tax purposes, among other things, the Company is generally required to timely distribute to its unitholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite timely distributions to its unitholders, and as such, the Company will generally be relieved from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).
Additionally, as a BDC, the Company must not acquire any assets other than "qualifying assets" as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.
Note 8. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of September 30, 2024, the Company had unfunded commitments on revolving credit facilities of $62,856, no outstanding bridge financing commitments, and other future funding commitments of $21,085. As of December 31, 2023, the Company had unfunded commitments on revolving credit facilities of $76,550, no outstanding bridge financing commitments and other future funding commitments of $42,793. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedules of Investments.
The Company also had revolving borrowings available under the GS Credit Facility as of September 30, 2024 and December 31, 2023. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of September 30, 2024 and December 31, 2023, the Company had no commitment letters to purchase investments which could require funding in the future.
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Note 9. Members' Capital
There have been no Units issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements since March 31, 2022, as Capital Commitments have been fully drawn.
The following table reflects the distributions declared on the Units for the nine months ended September 30, 2024.
Date Declared Record Date Payment Date Per Unit Amount
March 7, 2024 March 7, 2024 March 12, 2024 $ 0.435 (1)
March 20, 2024 March 27, 2024 April 19, 2024 0.279
April 23, 2024 April 24, 2024 April 30, 2024 0.696 (1)
May 14, 2024 May 17, 2024 May 24, 2024 0.565 (1)
June 25, 2024 June 27, 2024 July 19, 2024 0.249
July 10, 2024 July 15, 2024 July 22, 2024 0.440 (1)
September 23, 2024 September 27, 2024 October 18, 2024 0.217
$ 2.881
(1)Return of capital distribution.
The following table reflects the distributions declared on the Units for the nine months ended September 30, 2023.
Date Declared Record Date Payment Date Per Unit Amount
March 30, 2023 March 31, 2023 April 20, 2023 $ 0.285
June 26, 2023 June 29, 2023 July 20, 2023 0.300
September 27, 2023 September 28, 2023 October 20, 2023 0.310
$ 0.895
Note 10. Earnings Per Unit
The following information sets forth the computation of basic net increase in the Company's members' capital per Unit resulting from operations for the three and nine months ended September 30, 2024 and September 30, 2023:
Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Earnings per unit-basic & diluted
Numerator for basic & diluted earnings per unit: $ 13,619 $ 47,132 $ 80,194 $ 120,312
Denominator for basic & diluted weighted average unit: 114,906,527 114,906,527 114,906,527 114,906,527
Basic & diluted earnings per unit: $ 0.12 $ 0.41 $ 0.70 $ 1.05
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Note 11. Financial Highlights
The following information sets forth the Company's financial highlights for the nine months ended September 30, 2024 and September 30, 2023.
Nine Months Ended
September 30, 2024 September 30, 2023
Per unit data(1):
Members' capital, December 31, 2023 and December 31, 2022, respectively $ 9.65 $ 9.50
Net investment income 0.74 0.89
Net realized and unrealized gains (losses) (0.04) 0.16
Total net increase 0.70 1.05
Distributions declared to unitholders from net investment income (0.74) (0.90)
Return of capital distributions (2.14) -
Members' capital, September 30, 2024 and September 30, 2023, respectively $ 7.47 9.65
Total return based on members' capital(2) 9.14 % 11.40 %
Units outstanding at end of period 114,906,527 114,906,527
Average weighted units outstanding for the period 114,906,527 114,906,527
Average members' capital for the period $ 987,651 $ 1,094,437
Ratio to average members' capital:
Net investment income(3) 11.45 % 12.50 %
Total expenses, before waivers/reimbursements (3) 10.55 % 10.00 %
Total expenses, net of waivers/reimbursements (3) 10.53 % 10.00 %
Average debt outstanding-Unsecured Notes $ 249,289 $ 275,000
Average debt outstanding-Wells Credit Facility N/A $ 721,621
Average debt outstanding-GS Credit Facility 605,069 N/A
Asset coverage ratio 221.29 % 210.56 %
Portfolio turnover 0.93 % 2.46 %
Capital Commitments $ 1,149,065 $ 1,149,065
Funded Capital Commitments $ 1,149,065 $ 1,149,065
% of Capital Commitments funded 100.00 % 100.00 %
(1)Per unit data is based on weighted average units outstanding for the respective period (except for distributions declared to unitholders, which are based on actual rate per unit).
(2)Total return is calculated assuming a purchase at members' capital per Unit on the first day of the year and a sale at members' capital per Unit on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at members' capital per Unit on the last day of the respective quarter. Total return calculation is not annualized.
(3)Annualized.
N/A Not Applicable.
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Note 12. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard was effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the nine months ended September 30, 2024. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
Note 13. Subsequent Events
Return of Capital Distribution
On October 17, 2024, the Company's board of directors declared a return of capital distribution of $0.20 per unit payable on October 28, 2024 to holders of record as of October 21, 2024.
Strategic Transaction with New Mountain Private Credit Fund
On October 11, 2024, the Company entered into an Agreement and Plan of Merger (as may be amended from time to time, the "Merger Agreement"), with New Mountain Private Credit Fund, a Maryland statutory trust ("NEWCRED") and, solely for the limited purposes set forth therein, the Investment Adviser. The Merger Agreement provides that subject to conditions set forth in the Merger Agreement, as of the effective time (the "Effective Time") the Company will merge with and into NEWCRED, with NEWCRED continuing as the surviving company (the "Merger"). The parties to the Merger Agreement intend the Merger to be treated as a "reorganization" within the meaning of Section 386(a) of the Code. In connection with the Merger, the Company has also agreed to amend the Fourth A&R LLC Agreement to, among other things, extend the Investment Period until August 31, 2025.
The Merger
In the Merger, each of the Units issued and outstanding immediately prior to the Effective Time (the "Determination Date") (other than the Units owned by NEWCRED or any of its consolidated subsidiaries (the "Cancelled Units")) will be converted into the right to receive an amount in cash equal to the Company Per Unit NAV (as defined below) (the "Merger Consideration").
Under the Merger Agreement, on a date which is no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time, the Company will deliver to NEWCRED a calculation of its estimated 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 Unit (with an accrual for any dividend declared by the Company and not yet paid) (the "Closing NAV").
The consummation of the Merger, which is currently anticipated to occur in December 2024, is subject to certain customary closing conditions, including but not limited to (1) requisite approval of the Company's unitholders; (2) required regulatory approvals, have been obtained and remain in full force and effect; (3) the determination of the Closing NAV has been completed in accordance with the Merger Agreement; and (4) NEWCRED having sufficient cash and other sources of immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and all fees and expenses expected to be borne by NEWCRED. On October 31, 2024, the Company received the requisite approval from its unitholders to approve the Merger.
The Amendment of the Fourth A&R LLC Agreement
The Company agreed to amend the Fourth A&R LLC Agreement (the "Fifth A&R LLC Agreement"), subsequent to obtaining the requisite approval of the Company's unitholders, which occurred on October 31, 2024. Pursuant to the Fourth A&R LLC Agreement, the Company's Investment Period ended on July 15, 2023, which is the four-year anniversary of the date the Company first accepted capital commitments from unitholders. The Fifth A&R LLC Agreement, among other things, extends the Investment Period until August 31, 2025 for purposes of allowing the Company to retain and use the realized proceeds from the sale or repayment of its investments for making additional investments and paying Company expenses as set forth in Section 4.1(c) of the Fifth A&R LLC Agreement (such extended period, the "Reinvestment Investment Period") and allows the Company to enter into financing facilities to obtain leverage for purposes of making additional investments with such realized proceeds during the Reinvestment Investment Period. All other references to the Investment Period in the Fifth A&R LLC Agreement remain unchanged.
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Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
USA
Tel: 212 492 4000
Fax: 212 489 1687
www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders and the Board of Directors of New Mountain Guardian III BDC, L.L.C.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statement of assets, liabilities and members' capital of New Mountain Guardian III BDC, L.L.C. and subsidiaries (the "Company"), including the consolidated schedule of investments, as of September 30, 2024, and the related consolidated statements of operations and changes in members' capital for the three-month and nine-month periods ended September 30, 2024 and 2023, the consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, and the related notes (collectively referred to as the "interim financial information"). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets, liabilities and members' capital of the Company, including the consolidated schedule of investments, as of December 31, 2023, and the related consolidated statements of operations, changes in members' capital and cash flows for the year then ended (not presented herein); and in our report dated March 6, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets, liabilities, and members' capital as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated statement of assets, liabilities and members' capital from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
November 12, 2024
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Guardian III BDC, L.L.C., including its wholly-owned direct subsidiaries (collectively, "we", "us", "our", "GIII" or the "Company").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•statements concerning the impact of a protracted decline in the liquidity of credit markets;
•the general economy, including fluctuating interest and inflation rates;
•the impact of interest rate volatility, including the replacement of LIBOR with alternative rates and rising interest rates, on our business and our portfolio companies;
•our future operating results, our business prospects, and the adequacy of our cash resources and working capital;
•the ability of our portfolio companies to achieve their objectives;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;
•the ability of New Mountain Finance Advisers, L.L.C. (the "Investment Adviser"), formerly known as New Mountain Finance Advisers BDC, L.L.C, or its affiliates to attract and retain highly talented professionals;
•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital"), whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor;
•the ability for the parties to consummate the Merger (as defined below); and
•the risk factors set forth in Item 1A.-Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.-Risk Factorscontained in our Annual Report on Form 10-K for the year ended December 31, 2023 and in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Delaware limited liability company formed on May 22, 2019. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated for U.S. federal income tax purposes, and intend to continue to comply with the requirements to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $55 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment
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advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
We conducted a private offering (the "Private Offering") of units of our limited liability company interests (the "Units") to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Units were offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a "Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with us (each, a "Subscription Agreement"). Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the 18-month period following the initial closing of Capital Commitments, which occurred on July 15, 2019 (the "Closing Period"). Pursuant to the Limited Liability Company Agreement, as most recently amended and restated on June 28, 2023 (the "Fourth A&R LLC Agreement), the Closing Period was previously extended to and ended on October 15, 2021. We accepted and drew down on Capital Commitments from investors throughout the Closing Period and drew down on Capital Commitments throughout the Investment Period (as defined below). At the end of the Closing Period, we had aggregate Capital Commitments from investors of $1.15 billion. We commenced our loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering (the "Initial Drawdown"), which occurred on August 2, 2019 (the "Initial Drawdown Date"). The investment period began on July 15, 2019 and ended on July 15, 2023, the four-year anniversary of such date (the "Investment Period"). Our term was initially until July 15, 2025, six years from the beginning of the Investment Period, subject to (i) a one year extension as determined by the Investment Adviser in its sole discretion and (ii) an additional one year extension as determined by our board of directors (the six year period together with any successive extensions, the "Term"). Pursuant to the Fourth A&R LLC Agreement, the Investment Adviser extended our Term for an additional one-year period, to July 15, 2026.
We established New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as a wholly-owned direct subsidiary whose assets are used to secure GIII SPV's credit facility. We established New Mountain Guardian III OEC, Inc. ("GIII OEC") as a wholly-owned direct subsidiary, which is treated as a corporation for U.S. federal income tax purposes and is intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in one of our portfolio companies organized as a limited liability company (or other form of pass through entities). We consolidate GIII OEC for accounting purposes but it is not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of its ownership of the portfolio company.
We focus on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies. We define middle market companies as those with annual earnings before interest, taxes, depreciation and amortization ("EBITDA") of $10.0 million to $200.0 million. Our focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include "last-out" positions, which generally heighten the risk of loss. In some cases, our investments may also include equity interests.
As of September 30, 2024, our top five industry concentrations were software, healthcare, business services, consumer services and distribution & logistics.
As of September 30, 2024, our members' capital was approximately $857.9 million and our portfolio had a fair value of approximately $1,538.7 million in 73 portfolio companies.
Recent Developments
Return of Capital Distribution
On October 17, 2024, the Company's board of directors declared a return of capital distribution of $0.20 per unit payable on October 28, 2024 to holders of record as of October 21, 2024.
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Strategic Transaction with New Mountain Private Credit Fund
On October 11, 2024, the Company entered into an Agreement and Plan of Merger (as may be amended from time to time, the "Merger Agreement"), with New Mountain Private Credit Fund, a Maryland statutory trust ("NEWCRED") and, solely for the limited purposes set forth therein, the Investment Adviser. The Merger Agreement provides that subject to conditions set forth in the Merger Agreement, as of the effective time (the "Effective Time") the Company will merge with and into NEWCRED, with NEWCRED continuing as the surviving company (the "Merger"). The parties to the Merger Agreement intend the Merger to be treated as a "reorganization" within the meaning of Section 386(a) of the Code. In connection with the Merger, the Company has also agreed to amend the Fourth A&R LLC Agreement to, among other things, extend the Investment Period until August 31, 2025.
The Merger
In the Merger, each of the Units issued and outstanding immediately prior to the Effective Time (the "Determination Date") (other than the Units owned by NEWCRED or any of its consolidated subsidiaries (the "Cancelled Units")) will be converted into the right to receive an amount in cash equal to the Company Per Unit NAV (as defined below) (the "Merger Consideration").
Under the Merger Agreement, on a date which is no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time, the Company will deliver to NEWCRED a calculation of its estimated 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 Unit (with an accrual for any dividend declared by the Company and not yet paid) (the "Closing NAV").
The consummation of the Merger, which is currently anticipated to occur in December 2024, is subject to certain customary closing conditions, including but not limited to (1) requisite approval of the Company's unitholders; (2) required regulatory approvals, have been obtained and remain in full force and effect; (3) the determination of the Closing NAV has been completed in accordance with the Merger Agreement; and (4) NEWCRED having sufficient cash and other sources of immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and all fees and expenses expected to be borne by NEWCRED. On October 31, 2024, the Company received the requisite approval from its unitholders to approve the Merger.
The Amendment of the Fourth A&R LLC Agreement
The Company agreed to amend the Fourth A&R LLC Agreement (the "Fifth A&R LLC Agreement"), subsequent to obtaining the requisite approval of the Company's unitholders, which occurred on October 31, 2024. Pursuant to the Fourth A&R LLC Agreement, the Company's Investment Period ended on July 15, 2023, which is the four-year anniversary of the date the Company first accepted capital commitments from unitholders. The Fifth A&R LLC Agreement, among other things, extends the Investment Period until August 31, 2025 for purposes of allowing the Company to retain and use the realized proceeds from the sale or repayment of its investments for making additional investments and paying Company expenses as set forth in Section 4.1(c) of the Fifth A&R LLC Agreement (such extended period, the "Reinvestment Investment Period") and allows the Company to enter into financing facilities to obtain leverage for purposes of making additional investments with such realized proceeds during the Reinvestment Investment Period. All other references to the Investment Period in the Fifth A&R LLC Agreement remain unchanged.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting estimates.
Basis of Accounting
We consolidate our wholly-owned direct subsidiaries GIII SPV and GIII OEC. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services-Investment Companies("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our members' capital.
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We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a. Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b. For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:
i. Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value; and
ii. Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers or dealers are valued through a multi-step valuation process:
a. Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b. Preliminary valuation conclusions will then be documented and discussed with our senior management;
c. If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
d. When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:
Level I-Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include
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active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II-Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III-Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
See Item 1.-Financial Statements-Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of September 30, 2024.
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We generally use the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes and average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 1.-Financial Statements-Note 4. Fair Valuein this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2024.
Revenue Recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal balance on the capitalization date and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2024, we recognized PIK interest from investments of approximately $3.5 million and $11.3 million, respectively, and PIK dividends from investments of approximately $2.2 million and $7.3 million, respectively. For the three and nine months ended
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September 30, 2023, we recognized PIK interest from investments of approximately $3.0 million and $8.4 million, respectively, and PIK dividends from investments of approximately $2.5 million and $7.2 million, respectively.
Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of September 30, 2024 and December 31, 2023, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, amendment fees, revolver fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after the trade date. Fee income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by us for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.
Monitoring of Portfolio Investments
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. Our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics - 1) Operating Performance and 2) Business Characteristics:
•Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "4" to "1", with "4" being the best and "1" being the worst:
◦Tier 4 - Business performance is in-line with or above expectations
◦Tier 3 - Moderate business underperformance and/or moderate market headwinds
◦Tier 2 - Significant business underperformance and/or significant market headwinds
◦Tier 1 - Severe business underperformance and/or severe market headwinds
•Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Green, Yellow, Orange and Red, with Green reflecting an investment that is in-line with or above expectations and Red reflecting an investment performing materially below expectations. The mapping of the composite scores to these categories are below:
•Green - 4C, 3B, 2A, 4B, 3A, and 4A (e.g., Tier 4 for Operating Performance and C for Business Characteristics)
•Yellow - 3C, 2B, and 1A
•Orange - 2C and 1B
•Red - 1C
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The following table shows the Risk Ratings of our portfolio companies as of September 30, 2024:
(in millions) As of September 30, 2024
Risk Rating Cost Percent Fair Value Percent
Green $ 1,438.9 92.2 % $ 1,430.8 93.0 %
Yellow 44.3 2.8 % 41.1 2.7 %
Orange 77.8 5.0 % 66.8 4.3 %
Red - - % - -
$ 1,561.0 100.0 % $ 1,538.7 100.0 %
As of September 30, 2024, all investments in our portfolio had a Green Risk Rating, with the exception of one portfolio company that had a Yellow Risk Rating and three portfolio companies that had an Orange Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $1,538.7 million in 73 portfolio companies at September 30, 2024 and approximately $1,991.3 million in 93 portfolio companies at December 31, 2023.
The following table shows our portfolio and investment activity for the nine months ended September 30, 2024 and September 30, 2023:
Nine Months Ended
(in millions) September 30, 2024 September 30, 2023
New investments in 15 and 23 portfolio companies, respectively $ 17.1 $ 50.7
Debt repayments in existing portfolio companies (429.8) (45.5)
Sales of securities in 6 and 4 portfolio companies, respectively (54.9) (32.3)
Change in unrealized appreciation on 44 and 66 portfolio companies, respectively 27.4 31.6
Change in unrealized depreciation on 51 and 33 portfolio companies, respectively (16.1) (13.7)
Recent Accounting Standards Updates
See Item 1.-Financial Statements-Note 12. Recent Accounting Standards Updatesin this Quarterly Report on Form 10-Q for details on recent accounting standards updates.
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Results of Operations for the Three Months Ended September 30, 2024 and September 30, 2023
Revenue
Three Months Ended
(in thousands) September 30, 2024 September 30, 2023
Total interest income $ 45,460 $ 61,466
Dividend income 2,231 2,482
Fee income 216 510
Total investment income $ 47,907 $ 64,458
Our total investment income decreased by approximately $16.6 million, or 26%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. For the three months ended September 30, 2024, total investment income of approximately $47.9 million consisted of approximately $41.3 million in cash interest from investments, approximately $3.5 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $0.7 million, approximately $2.2 million in PIK dividends from investments and approximately $0.2 million in fee income.
The decrease in interest income of approximately $16.0 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was primarily due to lower invested balances as a result of repayments received on our investments during the period as our Investment Period ended on July 15, 2023. Dividend income was relatively flat for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Fee income during the three months ended September 30, 2024, which represents fees that are generally non-recurring in nature, was primarily attributable to unfunded fees received, amendment fees received from two different portfolio companies and consent fee received from one portfolio company.
Operating Expenses
Three Months Ended
(in thousands) September 30, 2024 September 30, 2023
Management fee $ 2,547 $ 3,299
Interest and other financing expenses 14,837 18,002
Incentive fee 4,106 6,468
Professional fees 2,074 540
Administrative expenses 641 817
Other general and administrative expenses 432 78
Net expenses before income taxes 24,637 29,204
Income tax expense (benefit) (4) (1,402)
Net expenses after income taxes $ 24,633 $ 27,802
Our total net operating expenses decreased by approximately $3.2 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Our incentive fee decreased by approximately $2.4 million and our net management fee decreased by approximately $0.8 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to lower invested capital balances as a result of repayments received on investments and the corresponding return of capital distributions made during the period.
Interest and other financing expenses decreased by approximately $3.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to lower average debt outstanding during the period and decreased SOFR rates on our floating rate borrowings on the GS Credit Facility.
Our total professional fees increased by approximately $1.5 million and our other general and administrative expenses increased by approximately $0.4 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to expenses related to the Merger. Our administrative expenses decreased by approximately $0.2 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to lower invested capital balances as a result of repayments received on investments. Income tax benefit decreased by approximately $1.4 million due to an estimated refund for income taxes paid on income allocated to
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our tax blocker, GIII OEC, which held preferred shares in OEC Holdco, LLC, during the three months ended September 30, 2023.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Three Months Ended
(in thousands) September 30, 2024 September 30, 2023
Net realized gains (losses) on investments $ 139 $ (9)
Net change in appreciation (depreciation) of investments (9,795) 9,652
Benefit (provision) for taxes 1 833
Net realized and unrealized (losses) gains $ (9,655) $ 10,476
Our net realized gains and unrealized depreciation resulted in a net loss of approximately $9.7 million for the three months ended September 30, 2024 as compared to net realized losses and unrealized appreciation resulting in a net gain of approximately $10.5 million for the three months ended September 30, 2023. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the three months ended September 30, 2024 was primarily driven by the overall decrease in market prices of our investments during the period and accelerated amortization recognized on 4 of our investments due to early repayments made. The net gain for the three months ended September 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period. The benefit for income taxes was attributable to the equity investment held during the three months ended September 30, 2023 in GIII OEC.
Results of Operations for the Nine Months Ended September 30, 2024 and September 30, 2023
Revenue
Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023
Total interest income $ 154,446 $ 175,106
Dividend income 7,259 7,206
Fee income 837 1,889
Total investment income $ 162,542 $ 184,201
Our total investment income decreased by approximately $21.7 million, or 12%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. For the nine months ended September 30, 2024, total investment income of approximately $162.5 million consisted of approximately $140.0 million in cash interest on investments, approximately $11.3 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $3.1 million, approximately $7.3 million in PIK dividends from investments and approximately $0.8 million in fee income.
The decrease in interest income of approximately $20.7 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 was primarily due to lower invested balances as a result of repayments received from our investments during the period as our Investment Period ended on July 15, 2023. Dividend income remained relatively flat for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Fee income during the nine months ended September 30, 2024, which represents fees that are generally non-recurring in nature, was primarily attributable to amendment and consent fees received from fourteen different portfolio companies.
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Operating Expenses
Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023
Management fee $ 8,385 $ 9,897
Less: management fee waiver (168) -
Net management fee $ 8,217 $ 9,897
Interest and other financing expenses 49,033 48,989
Incentive fee 14,943 18,058
Professional fees 2,753 1,592
Administrative expenses 1,970 2,197
Other general and administrative expenses 551 311
Net expenses before income taxes 77,467 81,044
Income tax expense (benefit) 383 813
Net expenses after income taxes $ 77,850 $ 81,857
Our total net operating expenses decreased by approximately $4.0 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Our incentive fee and net management fee decreased by approximately $3.1 million and $1.7 million, respectively, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The decrease in incentive fees and net management fees was primarily due to lower invested capital as a result of repayments received on investments and the corresponding return of capital distributions made during the period.
Interest and other financing expenses remained relatively flat during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Our total administrative expenses decreased by approximately $0.2 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to lower invested capital balances as a result of repayments received on investments. Our professional fees increased by approximately $1.2 million and our other general and administrative expenses increased by approximately $0.2 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to expenses related to the Merger. Income tax expense decreased by approximately $0.4 million due to a decrease in estimated income taxes on income allocated to our tax blocker GIII OEC, which held preferred shares in OEC Holdco, LLC, which we redeemed during the nine months ended September 30, 2024.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023
Net realized gain (losses) on investments $ (15,677) $ (610)
Net change in appreciation (depreciation) of investments 11,324 17,892
(Provision) benefit for taxes (145) 686
Net realized and unrealized gains (losses) $ (4,498) $ 17,968
Our net realized losses and unrealized appreciation resulted in a net loss of approximately $4.5 million for the nine months ended September 30, 2024 as compared to net realized losses and unrealized appreciation resulting in a net gain of approximately $18.0 million for the nine months ended September 30, 2023. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the nine months ended September 30, 2024 was primarily driven by the realized losses on three positions. The provision for income taxes was attributable to the income earned on the equity investment held during the nine months ended September 30, 2024 in GIII OEC. The net gain for the nine months ended September 30, 2023 was primarily driven by the overall increase in fair value of our investments during the period, partially offset by realized losses on four positions. The provision for income taxes was attributable to the equity investment held as of September 30, 2023 in GIII OEC.
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Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, cash distributions to our unitholders or for other general corporate purposes.
We expect to generate cash from (1) cash flows from investments and operations and (2) borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms, however, we cannot assure you we will be able to do so. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. Upon organization, the Investment Adviser, as our initial unitholder, authorized us to adopt the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, as amended by the Small Business Credit Availability Act, which resulted in the reduction of the minimum asset coverage ratio applicable to us from 200.0% to 150.0%. In connection with their subscriptions for our Units, our unitholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150.0%. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As of September 30, 2024, our asset coverage ratio was 221.3%.
Since our inception on May 22, 2019, we have entered into Subscription Agreements with several investors on various dates. Closings of the Private Offering occurred, from time to time, in the Investment Adviser's sole discretion, during the Closing Period, which ended on October 15, 2021. On September 30, 2024 and December 31, 2023, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
(in millions) September 30, 2024 December 31, 2023
Capital Commitments $ 1,149.1 $ 1,149.1
Unfunded Capital Commitments - -
% of Capital Commitments funded 100.0 % 100.0 %
As of September 30, 2024 and December 31, 2023, our borrowings consisted of the Unsecured Notes and the GS Credit Facility. See Item 1-Financial Statements-Note 6. Borrowingsin this Quarterly Report on Form 10-Q for additional information.
As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of approximately $41.0 million and $69.9 million, respectively. Our cash provided by operating activities for the nine months ended September 30, 2024 and September 30, 2023, was approximately $527.3 million and $107.1 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and borrowings from banks or other lenders.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2024 and December 31, 2023, we had outstanding commitments to third parties to fund investments totaling $83.9 million and $119.3 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of September 30, 2024 and December 31, 2023, we had no commitment letters to purchase investments, which could require funding in the future. As of September 30, 2024 and December 31, 2023, we had not entered into any bridge financing commitments which could require funding in the future.
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Contractual Obligations
A summary of our significant contractual payment obligations as of September 30, 2024 is as follows:
Contractual Obligations Payments Due by Period
(in millions) Total Less than
1 Year 		1 - 3 Years 3 - 5 Years More than
5 Years
Unsecured Notes (1) $ 200.0 $ 200.0 $ - $ - $ -
GS Credit Facility Line (2) 507.3 - 507.3 - -
Total Contractual Obligations $ 707.3 $ 200.0 $ 507.3 $ - $ -
(1)$127.3 million of the 2021A Unsecured Notes will mature on July 15, 2025 unless earlier redeemed or repurchased, and $72.7 million of the 2022A Unsecured Notes will mature on July 15, 2025 unless earlier redeemed or repurchased.
(2)Under the terms of the GS Credit Facility, all outstanding borrowings under that facility ($507.3 million as of September 30, 2024) must be repaid on or before (a) May 28, 2028, or (b) 45 days prior to the expiration of our Term. As of September 30, 2024, there was approximately $159.8 million capacity, subject to borrowing base limitations, remaining under the GS Credit Facility. SeeItem 1.-Financial Statements-Note 6. Borrowings in this Quarterly Report on Form 10-Q for material details on the GS Credit Facility.
We have entered into an investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on our performance.
We have also entered into an administration agreement (the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to unitholders and reports filed with the SEC. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.
Distributions and Dividends
Distributions declared to unitholders for the nine months ended September 30, 2024 totaled approximately $331.0 million.
Tax characteristics of all distributions paid are reported to unitholders on Form 1099 or Form 1042 after the end of the calendar year. For the years ended December 31, 2023 and December 31, 2022, total distributions declared were $138.3 million and $102.3 million, respectively, of which the distributions were comprised of approximately 100.00% and 100.00%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of long-term capital gains and 0.00% and 0.00%, respectively of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.
We intend to pay quarterly distributions to our unitholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
•We have entered into the Expense Limitation and Reimbursement Agreement with the Investment Adviser. The Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses Cap") each
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year such that we will not be required to pay certain expenses in excess of a maximum aggregate amount defined in the Expense Limitation and Reimbursement Agreement.
•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2024, approximately $0.2 million and $0.7 million, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of September 30, 2024, approximately $0.2 million of indirect administrative expenses were included in payable to affiliates on the Consolidated Statements of Assets, Liabilities and Members' Capital.
•We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain Capital".
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware Limited Liability Company Act.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our unitholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. From March 2022 to July 2023, the Federal Reserve was periodically raising interest rates to combat inflation and maintained the same rate benchmark from July 2023 to September 2024. While the Federal Reserve cut its benchmark rate in the third and fourth quarters of 2024 for the first time since March 2020, future reductions to benchmark rates are not certain. In a high interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as SOFR, to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. During the nine months ended September 30, 2024, certain of the loans held in our portfolio had floating Prime or SOFR interest rates. As of September 30, 2024, approximately 94.7% of our investments at fair value (excluding unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a SOFR floor (includes investments bearing prime interest rate contracts) and approximately 5.3% of investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facility is also subject to floating interest rates and is currently paid based on floating SOFR interest rates.
The following table estimates the potential changes in interest income net of interest expense, should interest rates increase by 200, 150, 100 or 50 basis points, or decrease by 50, 100, 150, or 200 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on September 30, 2024. Interest expense is calculated based on the terms of our outstanding credit facility and Unsecured Notes. For our borrowings, we use the outstanding balance as of September 30, 2024. This analysis does not take into account the impact of the incentive fee or other expenses. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of September 30, 2024. These hypothetical calculations are based on a model of the investments in our portfolio, held as of September 30, 2024, and are only adjusted for assumed changes in the underlying base interest rates.
Actual results could differ significantly from those estimated in the table.
Change in Interest Rates Estimated Percentage
Change in Interest
Income Net of
Interest Expense
(unaudited)
-200 Basis Points (14.98) %
-150 Basis Points (11.24) %
-100 Basis Points (7.49) %
-50 Basis Points (3.75) %
+50 Basis Points 3.75 %
+100 Basis Points 7.49 %
+150 Basis Points 11.24 %
+200 Basis Points 14.98 %
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Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of September 30, 2024 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b)Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
The terms "we", "us", "our" and the "Company" refers to New Mountain Guardian III BDC, L.L.C. and its consolidated subsidiaries.
Item 1. Legal Proceedings
We, and our consolidated subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of September 30, 2024. From time to time, we or our consolidated subsidiary may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, and as set forth below, Unitholders should carefully consider the factors discussed in Item 1A. Risk Factorsin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Fund-Level Borrowings". In addition, Unitholders should carefully consider the general risks of the Company described below with respect to the Agreement and Plan of Merger with New Mountain Private Credit Fund. The risks described in our Annual Report on Form 10-K, and the risks set forth below, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
RISKS RELATING TO THE MERGER
Because the Company Per Unit NAV may fluctuate, Unitholders cannot be sure of the exact amount of the Merger Consideration they will receive until the Closing Date.
The exact amount of Merger Consideration may vary from the Company Per Unit NAV on the date the Merger was announced, on the date that this Consent Solicitation Statement was made available to Unitholders and on the date that the Merger is completed. Any change in the Company Per Unit NAV prior to completion of the Merger will affect the amount of Merger Consideration that Unitholders will receive upon completion of the Merger. Changes in the Company Per Unit NAV may result from a variety of factors, including, among other things:
•changes in the business, operations or prospects of the Company;
•the financial condition of current or prospective portfolio companies of the Company; and
•interest rates or general market or economic conditions.
These factors are generally beyond the control of the Company. The range of high and low Company Per Unit NAV for the period between January 1, 2023 and June 30, 2024 was a low of $8.00 to a high of $9.65. However, historical prices are not necessarily indicative of future performance.
The announcement and pendency of the Merger Agreement could negatively affect the Company Per Unit NAV and the Merger Consideration that Unitholders will receive.
Whether or not the Merger is completed, the announcement and pendency of the Merger could cause disruptions in the business of the Company that otherwise may not occur if the Company did not participate in the Merger. If the Merger is not completed for any reason, including as a result of a failure to obtain the Unitholder Approval or the failure of New Mountain Private Credit Fund ("NEWCRED") to hold sufficient cash to pay the Merger Consideration or the fees and expenses expected to be borne by NEWCRED in connection with the Merger and the other Transactions, the ongoing business of the Company may be adversely affected. As a result, the Company may experience negative impacts on the Company Per Unit NAV, which, if the Merger is completed, may impact the Merger Consideration that Unitholders receive.
If the Merger closes, the Merger Consideration that Unitholders receive may be less than the value that Unitholders would receive if they held their Company Units until the end of the term of the Company.
If the Merger closes, each Company Unit issued and outstanding immediately prior to the Effective Time (except for the Cancelled Units) will be converted into the right to receive an amount in cash equal to the Company Per Unit NAV. Due to potential changes in the Company Per Unit NAV, as discussed in this section, Unitholders may receive a cash value for each Company Unit that may be less than the value of such Company Units if such Unitholders were to hold the Company Units until the end of the term of the Company (i.e., July 15, 2026, or as may be otherwise extended by the Board).
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If the Merger does not close, the Company will not benefit from the expenses incurred in its pursuit of the Merger.
The Merger may not be completed. If the Merger is not completed, the Company may have incurred substantial expenses for which no ultimate benefit will have been received. In particular, the Company may have incurred out-of-pocket expenses in connection with the Merger for legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed. Further, all expenses incurred in connection with the Merger will be paid by the Company, such that, if the Merger is not completed, the Company will bear the burden of the expenses incurred for which no ultimate benefit will have been received.
Litigation that may be filed against NEWCRED or the Company in connection with the Merger, regardless of its merits, could result in substantial costs and could delay or prevent the Merger from being completed.
From time to time, NEWCRED or the Company may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the Company's liquidity and financial condition or could prevent the Merger from being completed.
The termination of the Merger Agreement could negatively impact the Company.
If the Merger Agreement is terminated, there may be various consequences, including:
•the Company's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger;
•the Company may not be able to find a party willing to pay an equivalent or more attractive price than the price NEWCRED agreed to pay in the Merger; and
•due to potential changes in the Company Per Unit NAV, as discussed in this section, if Unitholders were to hold the Company Units until the end of the term of the Company (i.e., July 15, 2026, or as may be otherwise extended by the Board), Unitholders may receive a cash value for each Company Unit that may be less than the value of such Company Units if the Merger is consummated and the Unitholders receive the Merger Consideration.
The Merger is subject to closing conditions, including the receipt of the Unitholder Approval and NEWCRED's ability to pay the aggregate Merger Consideration and all fees and expenses expected to be borne by NEWCRED in connection with the Merger and the other Transactions, that, if not satisfied or waived, will result in the Merger not being completed, which may result in material adverse consequences to the Company's business and operations.
The Merger is subject to closing conditions, including the Unitholder Approval and NEWCRED's ability to pay the aggregate Merger Consideration and all fees and expenses expected to be borne by NEWCRED in connection with the Merger and the other Transactions, that, if not satisfied, will prevent the Merger from being completed. If a closing condition is not satisfied and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on the Company's business and operations. The Merger is subject to the condition that any consents, approvals, confirmations and authorizations required to consummate the Transactions (including the Merger) pursuant to the terms of the GS Credit Facility have been obtained. If such consents, approvals, confirmations or authorizations have not been obtained, the Merger may not be completed. The Merger is also subject to the condition that, at the time of the Closing, NEWCRED has sufficient cash to pay the Merger Consideration and fees and expenses associated with the Merger. If NEWCRED does not hold sufficient cash, the Merger may not be completed. In addition, the Merger is subject to a number of other conditions beyond the control of NEWCRED and the Company that may prevent, delay or otherwise materially adversely affect completion of the Merger. The Company cannot predict whether and when these other conditions will be satisfied.
The Company may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting Unitholder Approval.
Certain conditions to NEWCRED's and the Company's respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of Unitholders, NEWCRED and the Company will have the discretion to complete the Merger without seeking further Unitholder Approval. Accordingly, the terms and conditions as set forth in the Merger Agreement and described herein, including certain protections to NEWCRED and the Company, may be waived. The condition requiring the approval of the Merger Proposal, however, cannot be waived.
The Company will be subject to operational uncertainties and contractual restrictions while the Merger is pending, including restrictions on pursuing alternatives to the Merger.
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Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following the completion of the Merger. These uncertainties may impair the Investment Adviser's ability to motivate key personnel until the Merger is consummated and could cause those who deal with the Company to seek to change their existing business relationships with the Company. In addition, the Merger Agreement restricts the Company from taking actions that the Company might otherwise consider to be in its best interest. These restrictions may prevent the Company from pursuing certain business opportunities that may arise prior to the completion of the Merger, including alternatives to the Merger.
The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire the Company prior to the completion of the proposed Merger.
The Merger Agreement prohibits the Company from soliciting alternatives to the Merger and imposes limitations on the Company's ability to respond to and negotiate unsolicited proposals received from third parties. The Merger Agreement contains customary non-solicitation and other provisions that, subject to limited exceptions, limit the Company's ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of the Company. The Company can consider and participate in discussions and negotiations with respect to an alternative proposal only in limited circumstances so long as certain notice and other procedural requirements are satisfied.
If the Merger and Rollover Transaction do not together qualify as a tax-deferred reorganization under Section 368(a) of the Code, Unitholders participating in the Rollover Transaction may be required to pay substantial U.S. federal income taxes.
While the Company and NEWCRED intend to take the position for U.S. federal income tax purposes that the Merger, together with the Rollover Transaction, constitutes a tax-deferred reorganization pursuant to Section 368(a) of the Code, this position is not binding on the IRS or the courts, and the IRS or the courts may not agree with the position of the Company and NEWCRED. If the Merger and Rollover Transaction, together, are not treated as a tax-deferred reorganization, U.S. Unitholders, as defined below, of the Company participating in the Rollover Transaction would be considered to have made a taxable sale of their Company Units to NEWCRED, and such U.S. Unitholders of the Company would generally recognize taxable gain or loss on their receipt of NEWCRED Shares in the Rollover Transaction.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None, other than those already disclosed in certain current reports on Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) For the period covered by this Quarterly Report on Form 10-Q, no director or officer has adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of our
securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws,
rules and regulations.
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Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission:
Exhibit Number Description
2.1
3.1
3.2
3.3
4.1
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1
Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2
Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s registration statement on Form 10 (File No. 000-56072) filed on July 15, 2019.
(2)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Quarterly Report on Form 10-Q filed on November 13, 2019.
(3)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Current Report on Form 8-K filed on June 29, 2023.
(4)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Current Report on Form 8-K filed on October 16, 2024
(5)Previously filed in connection with New Mountain Guardian III BDC, L.L.C.'s Current Report on Form 8-K filed on November 6, 2024.
* Filed herewith.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 12, 2024.
NEW MOUNTAIN GUARDIAN III BDC, L.L.C.
By: /s/ JOHN R. KLINE
John R. Kline
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ KRIS CORBETT
Kris Corbett
Chief Financial Officer
(Principal Financial and Accounting Officer), and Treasurer
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