---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-045491"
form_type: "8-K"
ticker: null
cik: "0001781870"
company_name: "New Mountain Guardian III BDC, L.L.C."
filed_at: "2024-11-06T23:59:59+00:00"
generated_at: "2026-05-30T04:43:01.499041+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# New Mountain Guardian III BDC Unitholders Approve Merger and LLC Agreement Amendments

## Summary
- Unitholders approved merger with New Mountain Private Credit Fund (NEWCRED) by 54% consent, 6% object, 40% abstain.
- LLC Agreement Amendment extends investment period to August 31, 2025, and permits leverage for reinvestment.
- Rollover Transaction allows unitholders to exchange units for NEWCRED shares by November 29, 2024.
- Closing of merger remains subject to conditions in the Merger Agreement.

## SEC filing metadata
- accession: 0001628280-24-045491
- form_type: 8-K
- cik: 0001781870
- company_name: New Mountain Guardian III BDC, L.L.C.
- filed_at: 2024-11-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1781870/000162828024045491/0001628280-24-045491-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1781870/000162828024045491/nmgivi-20241031.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-045491
- JSON: https://secwatch.observer/filing/0001628280-24-045491.json
- Plain text: https://secwatch.observer/filing/0001628280-24-045491.txt

## Key facts
- Governance Changes
  New Mountain Guardian III BDC, L.L.C.: Amended and restated the LLC agreement to extend the Investment Period to August 31, 2025 for using realized proceeds for investments and expenses, and to allow entering financing facilities for leverage during the Reinvestment Investment Period (effective 2024-11-05).
  - Change: bylaw amendment
  - Effective: 2024-11-05
  source text: 1. The Company solicited consents from its unitholders to approve the A&R LLC Agreement, which would amend and restate the LLC Agreement to, among other things, (i) extend the Company’s 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 and (ii) allow the Company to enter into financing facilities to obtain leverage for purposes of making additional investment with such realized proceeds during the Reinvestment Investment Period (the “LLC Agreement Amendment Proposal”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781870/000162828024045491/0001628280-24-045491-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.