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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 June 30, 2023


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, addresses of principal executive offices, telephone numbers 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

_________________________________________________________________________________

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 August 11, 2023 was 114,906,527. As of June 30, 2023, there was no established public market for the registrant's limited liability company common units.

Table of Contents

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

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 June 30 , 2023 (unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the three and six months ended June 30 , 2023 (unaudited) and June 30 , 2022 (unaudited)	4
	Consolidated Statements of Changes in Members' Capital for the three and six months ended June 30, 2023 (unaudited) and June 30, 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended June 30 , 2023 (unaudited) and June 30 , 2022 (unaudited)	6
	Consolidated Schedule of Investments as of June 30 , 2023 (unaudited)	7
	Consolidated Schedule of Investments as of December 31, 2022	25
	Notes to the Consolidated Financial Statements of New Mountain Guardian III BDC, L.L.C. (unaudited)	41
	Report of Independent Registered Public Accounting Firm	63

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	64
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 4.	Controls and Procedures	79

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
Item 3.	Defaults Upon Senior Securities	81
Item 4.	Mine Safety Disclosures	81
Item 5.	Other Information	81
Item 6.	Exhibits	82
	Signatures	83

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)


	June 30, 2023		December 31, 2022
Assets
Non-controlled/non-affiliated investments at fair value (cost of $2,122,329 and $2,107,206 respectively)	$	2,077,302	$	2,053,939
Cash and cash equivalents	31,082		28,266
Interest and dividend receivable	12,258		12,684



Other assets	362		312
Total assets	$	2,121,004	$	2,095,201
Liabilities
Borrowings
Wells Credit Facility	$	697,600	$	685,600
Unsecured Notes	275,000		275,000


Deferred financing costs (net of accumulated amortization of $4,694 and $3,577 respectively)	(4,125)		(5,241)
Net borrowings	968,475		955,359
Distribution payable	34,472		28,956
Interest payable	9,072		8,472
Incentive fee payable	5,773		5,501
Management fee payable	3,299		3,301

Payable to affiliate	519		313
Deferred tax liability	480		333
Other liabilities	1,529		1,541
Total liabilities	1,023,619		1,003,776
Commitments and contingencies (See Note 8)
Members' Capital
Common units, 114,906,527 and 114,906,527 units issued and outstanding, respectively	1,145,376		1,145,376
Accumulated overdistributed earnings	(47,991)		(53,951)
Total members' capital	$	1,097,385	$	1,091,425
Total liabilities and members' capital	$	2,121,004	$	2,095,201

Members' capital per unit	$	9.55	$	9.50

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Statements of Operations

(in thousands, except units and per unit data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Investment income
Interest income (excluding Payment-in-kind ("PIK") interest income)	$	55,412	$	32,594	$	108,249	$	61,015
PIK interest income	2,760		1,771		5,391		3,354
Dividend income	2,388		1,872		4,724		3,686

Fee income	728		3,251		1,379		5,599
Total investment income	61,288		39,488		119,743		73,654
Expenses
Interest and other financing expenses	16,041		7,153		30,987		13,455
Incentive fee	5,773		4,215		11,590		7,750
Management fee	3,299		3,302		6,598		6,605
Administrative expenses	695		640		1,380		1,351
Professional fees	494		398		1,052		781

Other general and administrative expenses	67		61		233		101
Total expenses	26,369		15,769		51,840		30,043
Less: management fees waived (See Note 5)	—		—		—		(265)

Net expenses	26,369		15,769		51,840		29,778
Net investment income before income taxes	34,919		23,719		67,903		43,876
Income tax expense (benefit)	2,199		(172)		2,215		(49)
Net investment income	32,720		23,891		65,688		43,925
Net realized losses on investments	(106)		—		(601)		—
Net change in unrealized appreciation (depreciation) of investments	5,096		(15,756)		8,240		(16,528)
Provision for taxes	(95)		(156)		(147)		(156)
Net realized and unrealized gains (losses)	4,895		(15,912)		7,492		(16,684)
Net increase in members' capital resulting from operations	$	37,615	$	7,979	$	73,180	$	27,241
Earnings per unit (basic & diluted)	$	0.33	$	0.07	$	0.64	$	0.26
Weighted average common units outstanding - basic & diluted (See Note 10)	114,906,527		114,906,527		114,906,527		104,495,107

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Statements of Changes in Members' Capital

(in thousands, except units)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Increase in members' capital resulting from operations:
Net investment income	$	32,720	$	23,891	$	65,688	$	43,925
Net realized losses on investments	(106)		—		(601)		—
Net change in unrealized appreciation (depreciation) of investments	5,096		(15,756)		8,240		(16,528)
Provision for taxes	(95)		(156)		(147)		(156)
Net increase in members' capital resulting from operations	37,615		7,979		73,180		27,241
Capital transactions
Contributions	—		—		—		229,812


Placement fees	—		—		—		(265)
Distributions declared to unitholders from net investment income	(34,472)		(24,935)		(67,220)		(45,733)

Total net (decrease) increase in members' capital resulting from capital transactions	(34,472)		(24,935)		(67,220)		183,814
Net increase (decrease) in members' capital	3,143		(16,956)		5,960		211,055
Members' capital at the beginning of the period	1,094,242		1,142,290		1,091,425		914,279
Members' capital at the end of the period	$	1,097,385	$	1,125,334	$	1,097,385	$	1,125,334

Capital unit activity
Units issued	—		—		—		22,981,305

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 30, 2023		June 30, 2022
Cash flows from operating activities
Net increase in members' capital resulting from operations	$	73,180	$	27,241
Adjustments to reconcile net increase in members' capital resulting from operations to net cash used in operating activities:
Net realized losses on investments	601		—
Net change in unrealized (appreciation) depreciation of investments	(8,240)		16,528
Amortization of purchase discount	(1,629)		(1,609)
Amortization of deferred financing costs	1,117		972

Non-cash investment income	(10,290)		(5,867)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities	(40,612)		(379,347)
Proceeds from sales and paydowns of investments	39,466		44,585
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities	35		263
Cash paid for purchase of drawn portion of revolving credit facilities	—		(141)
Cash paid on drawn revolvers	(25,368)		(19,373)
Cash repayments on drawn revolvers	22,675		17,468

Interest and dividend receivable	426		(562)

Other assets	(50)		255
Increase (decrease) in operating liabilities:
Payable for unsettled securities purchased	—		(77,078)
Interest payable	600		2,914
Incentive fee payable	272		888
Management fee payable	(2)		932
Deferred tax liability	147		156
Payable to affiliates	206		61
Other liabilities	(13)		(34)
Net cash flows provided by (used in) operating activities	52,521		(371,748)
Cash flows from financing activities
Distributions	(61,705)		(40,275)
Net proceeds from issuance of common units	—		229,812

Proceeds from BMO Subscription Line	—		63,000
Repayment of BMO Subscription Line	—		(155,000)
Proceeds from Wells Credit Facility	105,500		353,000
Repayment of Wells Credit Facility	(93,500)		(179,000)
Proceeds from Unsecured Notes	—		100,000

Placement fees paid	—		(265)

Deferred financing costs paid	—		(1,307)
Net cash flows (used in) provided by financing activities	(49,705)		369,965
Net increase (decrease) in cash and cash equivalents	2,816		(1,783)
Cash and cash equivalents at the beginning of the period	28,266		24,121
Cash and cash equivalents at the end of the period	$	31,082	$	22,338

Supplemental disclosure of cash flow information
Cash interest paid	$	28,984	$	9,278
Income taxes paid	2,173		92


Non-cash financing activities:
Distributions declared and payable	$	34,472	$	24,935
Accrual for deferred financing costs	1		204

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments

June 30, 2023

(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
Recorded Future, Inc.
Software	First lien (2)(4)	SOFR(S)	+	5.25%	10.69%	12/2021	07/2025	$	41,863	$	41,736	$	41,444
	First lien (4)	SOFR(S)	+	5.25%	10.69%	08/2019	07/2025	13,312		13,266		13,179
								55,175		55,002		54,623		4.98	%
GS Acquisitionco, Inc.
Software	First lien (2)(4)	SOFR(Q)	+	5.75%	11.14%	02/2020	05/2026	43,940		43,813		43,940
	First lien (4)	SOFR(Q)	+	5.75%	11.14%	02/2020	05/2026	9,191		9,185		9,191
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.75%	11.14%	02/2020	05/2026	787		790		787
								53,918		53,788		53,918		4.92	%
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software	First lien (4)	SOFR(M)	+	5.25%	10.33%	05/2022	05/2029	49,499		49,065		49,499		4.51	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	12/2021	12/2027	20,082		19,924		20,062
	First lien (4)(5) - Drawn	SOFR(M)	+	5.50%	10.70%	12/2021	12/2027	18,363		18,223		18,343
	Subordinated (4)	Fixed(Q)*	+	11.50%/PIK	11.50%	12/2021	12/2031	11,353		11,228		10,616
								49,798		49,375		49,021		4.47	%
OA Buyer, Inc.
Healthcare	First lien (2)(4)	SOFR(M)	+	5.75%	10.85%	12/2021	12/2028	46,099		45,718		46,099
	First lien (2)(4)	SOFR(M)	+	5.75%	10.85%	05/2022	12/2028	2,918		2,893		2,918
								49,017		48,611		49,017		4.47	%
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services	First lien (4)	SOFR(S)	+	6.25%	11.24%	08/2021	10/2027	39,475		39,376		39,475
	Subordinated (4)	Fixed(Q)*	+	15.00%/PIK	15.00%	05/2023	05/2033	3,333		3,284		3,271
	First lien (4)	SOFR(Q)	+	6.25%	11.63%	01/2022	10/2027	3,075		3,051		3,075
	First lien (4)	SOFR(S)	+	6.25%	11.14%	01/2022	10/2027	2,062		2,046		2,062
								47,945		47,757		47,883		4.37	%
Al Altius US Bidco, Inc.
Business Services	First lien (2)(4)	SOFR(S)	+	5.18%	10.47%	12/2021	12/2028	38,500		38,182		38,500
	First lien (4)	SOFR(S)	+	5.18%	10.47%	12/2021	12/2028	9,300		9,222		9,300
								47,800		47,404		47,800		4.36	%
KWOR Acquisition, Inc.
Business Services	First lien (2)(4)	SOFR(M)	+	5.25%	10.45%	12/2021	12/2028	40,292		40,043		40,292
	First lien (4)(5) - Drawn	P(Q)	+	4.25%	12.50%	12/2021	12/2027	3,109		3,096		3,109
								43,401		43,139		43,401		3.95	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

CCBlue Bidco, Inc.
Healthcare	First lien (2)(4)	SOFR(Q)*	+	3.50%+2.75%/PIK	11.60%	12/2021	12/2028	$	41,490	$	41,165	$	40,287
	First lien (4)(5) - Drawn	SOFR(Q)*	+	3.50% +2.75%/PIK	11.60%	12/2021	12/2028	2,157		2,140		2,094
								43,647		43,305		42,381		3.86	%
Notorious Topco, LLC
Consumer Products	First lien (2)(4)	SOFR(Q)	+	6.75%	11.95%	11/2021	11/2027	41,055		40,814		38,202
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	11.95%	11/2021	11/2027	3,578		3,542		3,328
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	11.95%	11/2021	05/2027	241		247		224
								44,874		44,603		41,754		3.80	%
Anaplan, Inc.
Software	First lien (2)(4)	SOFR(M)	+	6.50%	11.60%	06/2022	06/2029	40,440		40,080		40,440		3.69	%
Diamondback Acquisition, Inc.
Software	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	09/2021	09/2028	42,412		42,076		38,934		3.55	%
IG Investments Holdings, LLC
Business Services	First lien (2)(4)	SOFR(Q)	+	6.00%	11.17%	09/2021	09/2028	39,141		38,829		38,750		3.53	%
Galway Borrower LLC
Business Services	First lien (2)(4)	SOFR(Q)	+	5.25%	10.59%	09/2021	09/2028	32,292		32,035		32,292
	First lien (4)	SOFR(Q)	+	5.25%	10.59%	09/2021	09/2028	4,331		4,284		4,331
								36,623		36,319		36,623		3.34	%
Auctane Inc. (fka Stamps.com Inc.)
Software	First lien (2)(4)	L(M)	+	5.75%	10.94%	10/2021	10/2028	19,676		19,519		19,676
	First lien (2)(4)	L(M)	+	5.75%	10.94%	12/2021	10/2028	14,258		14,142		14,258
								33,934		33,661		33,934		3.09	%
DECA Dental Holdings LLC
Healthcare	First lien (2)(4)	SOFR(Q)	+	5.75%	11.09%	08/2021	08/2028	28,521		28,296		27,366
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.75%	11.09%	08/2021	08/2028	3,002		2,979		2,881
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.75%	11.09%	08/2021	08/2027	2,139		2,124		2,052
								33,662		33,399		32,299		2.94	%
iCIMS, Inc.
Software	First lien (2)(4)	SOFR(Q)*	+	3.38%+3.88%/PIK	12.38%	08/2022	08/2028	27,018		26,816		27,018
	First lien (4)	SOFR(Q)	+	7.25%	12.38%	10/2022	08/2028	4,508		4,472		4,508
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	11.99%	08/2022	08/2028	421		421		414
								31,947		31,709		31,940		2.91	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Associations, Inc.
Business Services	First lien (2)(4)	SOFR(Q)*	+	4.00% +2.50%/PIK	11.68%	07/2021	07/2027	$	18,120	$	18,062	$	18,120
	First lien (4)	SOFR(Q)*	+	4.00%+2.50%/PIK	11.89%	07/2021	07/2027	4,461		4,445		4,461
	First lien (4)	SOFR(Q)*	+	4.00%+2.50%/PIK	11.99%	07/2021	07/2027	4,461		4,445		4,461
	First lien (4)	SOFR(Q)*	+	4.00%+2.50%/PIK	11.80%	07/2021	07/2027	2,694		2,685		2,694
	First lien (4)	SOFR(Q)*	+	4.00%+2.50%/PIK	11.72%	07/2021	07/2027	2,143		2,136		2,143
								31,879		31,773		31,879		2.90	%
Ocala Bidco, Inc.
Healthcare	First lien (2)(4)	L(Q)*	+	3.50%+2.75%/PIK	11.66%	12/2021	11/2028	31,067		30,758		31,067		2.83	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(4)	SOFR(M)	+	5.75%	10.97%	12/2021	09/2028	24,625		24,422		23,985
	First lien (2)(4)	SOFR(M)	+	5.75%	10.97%	09/2021	09/2028	3,965		3,937		3,862
	First lien (4)(5) - Drawn	SOFR(M)	+	5.75%	10.97%	09/2021	09/2028	2,802		2,772		2,729
	First lien (4)(5) - Drawn	P(Q)	+	4.75%	13.00%	09/2021	09/2027	34		35		33
								31,426		31,166		30,609		2.79	%
IG IntermediateCo LLC
Infogain Corporation
Business Services	Subordinated (4)	SOFR(Q)	+	8.25%	13.59%	07/2022	07/2029	20,105		19,877		19,853
	First lien (2)(4)	SOFR(M)	+	5.75%	10.95%	07/2021	07/2028	9,105		9,052		9,105
	First lien (2)(4)	SOFR(M)	+	5.75%	10.94%	07/2022	07/2028	1,572		1,558		1,572
								30,782		30,487		30,530		2.78	%
CFS Management, LLC
Healthcare	First lien (2)(4)	SOFR(Q)*	+	6.25% +0.75%/PIK	12.50%	08/2019	07/2024	23,848		23,800		22,488
	First lien (4)	SOFR(Q)*	+	6.25% +0.75%/PIK	12.50%	09/2021	07/2024	5,609		5,596		5,289
	First lien (4)	SOFR(Q)*	+	6.25% +0.75%/PIK	12.50%	08/2019	07/2024	2,130		2,128		2,009
	First lien (4)(5) - Drawn	SOFR(Q)*	+	6.25% +0.75%/PIK	12.50%	02/2022	07/2024	365		367		345
								31,952		31,891		30,131		2.75	%
Foreside Financial Group, LLC
Business Services	First lien (2)(4)	SOFR(Q)	+	5.50%	10.91%	05/2022	09/2027	27,175		26,950		27,175
	First lien (4)	SOFR(Q)	+	5.50%	10.91%	05/2022	09/2027	1,999		1,983		1,999
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.50%	10.82%	05/2022	09/2027	465		464		465
								29,639		29,397		29,639		2.70	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)	SOFR(Q)*	+	7.00%/PIK	12.24%	11/2021	11/2028	$	25,896	$	25,718	$	25,896
	First lien (4)	SOFR(Q)*	+	7.00%/PIK	12.24%	03/2022	11/2028	3,549		3,524		3,549
								29,445		29,242		29,445		2.68	%
GraphPAD Software, LLC
Healthcare	First lien (2)(4)	L(S)	+	5.50%	10.71%	12/2021	04/2027	17,936		17,869		17,572
	First lien (2)(4)	L(S)	+	5.50%	10.87%	04/2021	04/2027	10,290		10,255		10,081
	First lien (2)(4)	L(S)	+	5.50%	10.71%	10/2021	04/2027	1,582		1,576		1,550
								29,808		29,700		29,203		2.66	%
Fortis Solutions Group, LLC
Packaging	First lien (2)(4)	SOFR(Q)	+	5.50%	10.84%	10/2021	10/2028	20,767		20,600		20,435
	First lien (4)	SOFR(Q)	+	5.50%	10.84%	10/2021	10/2028	8,361		8,303		8,227
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.50%	10.84%	10/2021	10/2027	390		395		384
	First lien (4)	SOFR(Q)	+	5.50%	10.84%	10/2021	10/2028	83		73		82
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.50%	10.84%	06/2022	10/2028	30		30		29
								29,631		29,401		29,157		2.66	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (2)(4)	SOFR(Q)	+	5.75%	11.14%	12/2021	12/2027	17,610		17,471		17,244
	First lien (4)	SOFR(Q)	+	5.75%	11.16%	12/2021	12/2027	5,911		5,865		5,788
	First lien (4)	SOFR(Q)	+	5.75%	11.14%	12/2021	12/2027	5,874		5,827		5,752
								29,395		29,163		28,784		2.62	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)	SOFR(Q)	+	5.50%	10.89%	11/2021	11/2027	23,938		23,739		23,862
	First lien (4)	SOFR(Q)	+	5.50%	10.89%	05/2021	11/2027	4,913		4,885		4,897
								28,851		28,624		28,759		2.62	%
Icebox Holdco III, Inc.
Distribution & Logistics	Second lien (2)(4)	SOFR(Q)	+	6.75%	12.25%	12/2021	12/2029	30,000		29,870		28,479		2.60	%
OEC Holdco, LLC (12)
OEConnection LLC
Software	Second lien (2)(4)	SOFR(Q)	+	7.00%	12.34%	12/2021	09/2027	19,234		19,084		19,234
	Second lien (2)(4)	SOFR(Q)	+	7.00%	12.34%	09/2019	09/2027	7,677		7,629		7,677
								26,911		26,713		26,911		2.45	%
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software	First lien (2)(4)	SOFR(M)*	+	3.75%+2.50%/PIK	11.35%	06/2022	06/2029	25,847		25,674		25,847
	First lien (4)(5) - Drawn	SOFR(M)*	+	3.75%+2.50%/PIK	11.36%	06/2022	06/2029	394		393		394
	First lien (4)(5) - Drawn	SOFR(M)*	+	3.75% +2.50%/PIK	11.36%	06/2022	06/2029	96		96		96
								26,337		26,163		26,337		2.40	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Idera, Inc.
Software	Second lien (4)	SOFR(M)	+	6.75%	12.01%	03/2021	03/2029	$	26,250	$	26,294	$	25,395	2.31	%
Businessolver.com, Inc.
Software	First lien (2)(4)	SOFR(Q)	+	5.50%	10.84%	12/2021	12/2027	24,287		24,192		24,287
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.50%	10.84%	12/2021	12/2027	563		561		563
								24,850		24,753		24,850		2.26	%
MRI Software LLC
Software	First lien (2)(4)	SOFR(Q)	+	5.50%	10.84%	01/2020	02/2026	16,291		16,251		15,900
	First lien (2)(4)	SOFR(Q)	+	5.50%	10.84%	03/2021	02/2026	4,620		4,614		4,510
	First lien (4)	SOFR(Q)	+	5.50%	10.84%	03/2021	02/2026	3,417		3,411		3,335
	First lien (4)	SOFR(Q)	+	5.50%	10.84%	01/2020	02/2026	471		469		459
								24,799		24,745		24,204		2.21	%
Bullhorn, Inc.
Software	First lien (2)(4)	SOFR(M)	+	5.75%	10.95%	09/2019	09/2026	18,751		18,676		18,751
	First lien (4)	SOFR(M)	+	5.75%	10.95%	10/2021	09/2026	2,676		2,672		2,676
	First lien (2)(4)	SOFR(M)	+	5.75%	10.95%	10/2021	09/2026	1,198		1,196		1,198
	First lien (4)	SOFR(M)	+	5.75%	10.95%	09/2019	09/2026	868		864		868
	First lien (4)	SOFR(M)	+	5.75%	10.95%	09/2019	09/2026	389		387		389
	First lien (4)	SOFR(M)	+	5.75%	10.95%	09/2019	09/2026	310		309		310
								24,192		24,104		24,192		2.20	%
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business Services	Second lien (2)(4)	SOFR(M)	+	6.75%	11.97%	11/2021	12/2029	24,900		24,793		23,823		2.17	%
Bluefin Holding, LLC
Software	Second lien (2)(4)	L(Q)	+	7.75%	13.23%	09/2019	09/2027	22,000		22,000		22,000		2.00	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (2)(4)	SOFR(M)	+	5.75%	10.95%	03/2021	08/2025	8,330		8,309		8,030
	First lien (2)(4)	SOFR(M)	+	6.25%	11.45%	08/2020	08/2025	7,336		7,293		7,104
	First lien (2)(4)	SOFR(M)	+	5.75%	10.95%	03/2021	08/2025	4,645		4,633		4,477
	First lien (4)(5) - Drawn	SOFR(M)	+	6.25%	11.45%	08/2020	08/2025	1,121		1,128		1,085
	First lien (4)	SOFR(M)	+	6.25%	11.45%	08/2020	08/2025	614		610		591
	First lien (4)	SOFR(M)	+	6.25%	11.45%	08/2020	08/2025	387		385		375
								22,433		22,358		21,662		1.97	%
Avalara, Inc.
Software	First lien (4)	SOFR(Q)	+	7.25%	12.49%	10/2022	10/2028	21,654		21,406		21,654		1.97	%
DOCS, MSO, LLC
Healthcare	First lien (2)(4)	SOFR(M)	+	5.75%	11.01%	06/2022	06/2028	21,035		21,036		20,438		1.86	%
USRP Holdings, Inc.
Business Services	First lien (2)(4)	SOFR(Q)	+	5.75%	11.14%	07/2021	07/2027	13,056		12,958		12,625
	First lien (4)	SOFR(Q)	+	5.75%	11.14%	07/2021	07/2027	7,630		7,573		7,378
								20,686		20,531		20,003		1.82	%
KAMC Holdings, Inc
Business Services	Second lien (2)(4)	L(Q)	+	8.00%	13.33%	08/2019	08/2027	22,500		22,397		19,841		1.81	%
OB Hospitalist Group, Inc.
Healthcare	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	09/2021	09/2027	19,172		19,027		18,375
	First lien (4)(5) - Drawn	SOFR(M)	+	5.50%	10.96%	09/2021	09/2027	1,110		1,106		1,064
								20,282		20,133		19,439		1.77	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Daxko Acquisition Corporation
Software	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	10/2021	10/2028	$	17,659	$	17,517	$	17,389
	First lien (4)	SOFR(M)	+	5.50%	10.70%	10/2021	10/2028	1,488		1,480		1,465
	First lien (4)(5) - Drawn	P(Q)	+	4.50%	12.75%	10/2021	10/2027	155		157		153
								19,302		19,154		19,007		1.73	%
MED Parentco, LP
Healthcare	Second lien (2)(4)	SOFR(M)	+	8.25%	13.47%	08/2019	08/2027	22,000		21,898		18,911		1.72	%
TigerConnect, Inc.
Healthcare	First lien (2)(4)	SOFR(Q)*	+	3.38% +3.38%/PIK	11.79%	02/2022	02/2028	18,409		18,261		18,063
	First lien (2)(4)(5) - Drawn	SOFR(Q)*	+	3.38% +3.38%/PIK	11.79%	02/2022	02/2028	507		507		498
								18,916		18,768		18,561		1.69	%
Foundational Education Group, Inc.
Education	Second lien (4)	SOFR(M)	+	6.50%	11.72%	08/2021	08/2029	19,706		19,639		18,141		1.65	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien (4)	SOFR(M)	+	6.75%	11.95%	05/2021	11/2027	18,882		18,882		17,500		1.59	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)	SOFR(Q)	+	5.50%	10.88%	02/2022	02/2028	13,688		13,632		13,688
	First lien (4)	SOFR(Q)	+	5.50%	10.89%	02/2022	02/2028	2,467		2,465		2,467
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.50%	10.88%	02/2022	02/2028	1,341		1,328		1,341
								17,496		17,425		17,496		1.59	%
DCA Investment Holding, LLC
Healthcare	First lien (2)(4)	SOFR(Q)	+	6.41%	11.65%	03/2021	04/2028	9,467		9,416		9,400
	First lien (4)	SOFR(Q)	+	6.41%	11.65%	02/2022	04/2028	4,972		4,952		4,936
	First lien (4)	SOFR(Q)	+	6.41%	11.58%	03/2021	04/2028	1,583		1,574		1,572
	First lien (4)(5) - Drawn	SOFR(M)	+	6.50%	11.53%	12/2022	04/2028	994		980		994
								17,016		16,922		16,902		1.54	%
Relativity ODA LLC
Software	First lien (4)	SOFR(M)	+	6.50%	11.70%	05/2021	05/2027	16,848		16,722		16,848		1.54	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (2)(4)	SOFR(M)	+	6.25%	11.43%	04/2021	04/2028	17,310		17,198		16,485		1.50	%
Granicus, Inc.
Software	First lien (2)(4)	SOFR(Q)*	+	5.50% +1.50%/PIK	12.15%	01/2021	01/2027	10,625		10,573		10,625
	First lien (4)	SOFR(Q)*	+	5.50%+1.50%/PIK	12.15%	01/2021	01/2027	2,975		2,960		2,975
	First lien (4)	SOFR(Q)	+	6.00%	11.15%	04/2021	01/2027	2,277		2,261		2,277
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.50%	11.55%	01/2021	01/2027	374		375		374
								16,251		16,169		16,251		1.48	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

EAB Global, Inc.
Education	Second lien (4)	L(S)	+	6.50%	11.95%	08/2021	08/2029	$	16,548	$	16,344	$	16,177	1.47	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (2)(4)	SOFR(M)	+	5.75%	10.85%	12/2021	12/2028	10,088		10,005		9,880
	First lien (4)(5) - Drawn	SOFR(M)	+	5.75%	10.85%	12/2021	12/2028	3,956		3,923		3,875
								14,044		13,928		13,755		1.25	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare	First lien (2)(4)	SOFR(M)*	+	4.50%+1.25%/PIK	10.95%	08/2021	08/2028	10,750		10,667		10,426
	First lien (4)(5) - Drawn	SOFR(M)*	+	4.50% +1.25%/PIK	10.95%	08/2021	08/2028	1,905		1,891		1,848
								12,655		12,558		12,274		1.12	%
Syndigo LLC
Software	Second lien (4)	L(Q)	+	8.00%	13.55%	12/2020	12/2028	12,500		12,427		11,953		1.09	%
VT Topco, Inc.
Business Services	Second lien (4)	SOFR(M)	+	6.75%	11.97%	07/2021	07/2026	7,837		7,817		7,566
	Second lien (2)(4)	SOFR(M)	+	6.75%	11.97%	08/2020	07/2026	4,475		4,258		4,320
								12,312		12,075		11,886		1.08	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (2)(4)	SOFR(Q)	+	6.00%	11.04%	03/2021	03/2028	11,101		10,980		10,907
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.00%	11.41%	03/2021	03/2028	751		743		738
								11,852		11,723		11,645		1.06	%
Specialtycare, Inc.
Healthcare	First lien (2)(4)	L(Q)	+	5.75%	10.93%	06/2021	06/2028	11,668		11,562		11,168
	First lien (4)	L(Q)	+	5.75%	11.01%	06/2021	06/2028	84		83		80
								11,752		11,645		11,248		1.02	%
DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien	SOFR(M)	+	6.75%	11.97%	03/2021	03/2029	12,187		12,164		10,866		0.99	%
GC Waves Holdings, Inc.
Financial Services	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	08/2021	08/2026	10,498		10,428		10,498		0.96	%
Maverick Bidco Inc.
Software	Second lien (4)	L(Q)	+	6.75%	12.02%	04/2021	05/2029	10,200		10,177		9,806		0.89	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (2)(4)	L(S)	+	6.00%	11.10%	03/2020	02/2026	8,020		8,000		8,020
	First lien (2)(4)	L(Q)	+	8.00%	13.48%	10/2020	08/2026	1,443		1,435		1,443
	First lien (4)(5) - Drawn	SOFR(M)	+	6.00%	11.20%	03/2020	02/2025	237		238		237
								9,700		9,673		9,700		0.88	%
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (4)	SOFR(M)	+	7.25%	12.45%	07/2021	08/2026	10,000		9,983		9,693		0.88	%
PDQ.com Corporation
Software	First lien (2)(4)	SOFR(Q)	+	4.75%	10.09%	12/2021	08/2027	5,629		5,607		5,513
	First lien (4)(5) - Drawn	SOFR(Q)	+	4.75%	10.09%	12/2021	08/2027	3,984		3,969		3,902
								9,613		9,576		9,415		0.86	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

KPSKY Acquisition Inc.
Business Services	First lien (2)(4)	SOFR(Q)	+	5.50%	10.65%	10/2021	10/2028	$	8,546	$	8,477	$	8,436
	First lien (4)	SOFR(M)	+	5.50%	10.75%	10/2021	10/2028	979		971		967
								9,525		9,448		9,403		0.86	%
Allworth Financial Group, L.P.
Financial Services	First lien (2)(4)	SOFR(M)	+	5.00%	10.20%	01/2022	12/2026	5,070		5,033		4,862
	First lien (4)(5) - Drawn	SOFR(M)	+	5.00%	10.20%	01/2022	12/2026	3,076		3,054		2,950
	First lien (4)	SOFR(M)	+	5.00%	10.20%	01/2022	12/2026	1,534		1,521		1,471
								9,680		9,608		9,283		0.85	%
Huskies Parent, Inc.
Software	First lien (2)(4)	L(Q)	+	5.50%	11.04%	12/2021	11/2028	8,419		8,367		8,419
	First lien (4)(5) - Drawn	L(Q)	+	5.50%	11.20%	12/2021	11/2027	707		703		707
								9,126		9,070		9,126		0.83	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(4)	L(S)	+	5.25%	10.62%	06/2021	06/2027	7,449		7,395		7,449
	First lien (4)(5) - Drawn	SOFR(S)	+	5.25%	10.37%	06/2021	06/2027	1,499		1,488		1,499
								8,948		8,883		8,948		0.82	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(4)	SOFR(Q)*	+	6.75%+2.00%/PIK	13.99%	07/2021	07/2027	8,360		8,293		7,700
	First lien (4)(5) - Drawn	SOFR(M)*	+	6.75% +2.00%/PIK	13.85%	07/2021	07/2026	926		920		853
								9,286		9,213		8,553		0.78	%
Radwell Parent, LLC
Distribution & Logistics	First lien (4)	SOFR(Q)	+	6.53%	11.87%	03/2022	04/2029	8,343		8,289		8,343
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	11.99%	03/2022	04/2028	90		90		90
								8,433		8,379		8,433		0.77	%
Mamba Purchaser, Inc.
Healthcare	Second lien	SOFR(M)	+	6.50%	11.72%	09/2021	10/2029	8,709		8,661		8,230		0.75	%
Smile Doctors LLC
Healthcare	First lien (4)	SOFR(M)	+	5.90%	11.03%	02/2022	12/2028	7,923		7,886		7,923		0.72	%
New Trojan Parent, Inc.
Healthcare	Second lien (4)	SOFR(M)	+	7.25%	12.47%	01/2021	01/2029	13,238		13,188		7,452		0.68	%
Ministry Brands Holdings, LLC
Software	First lien (2)(4)	SOFR(M)	+	5.50%	10.70%	12/2021	12/2028	6,974		6,945		6,880
	First lien (4)(5) - Drawn	SOFR(M)	+	5.50%	10.70%	12/2021	12/2028	285		283		281
	First lien (4)(5) - Drawn	SOFR(M)	+	5.50%	10.70%	12/2021	12/2027	249		248		245
								7,508		7,476		7,406		0.67	%
Safety Borrower Holdings LLC
Software	First lien (2)(4)	SOFR(S)	+	5.25%	10.95%	09/2021	09/2027	5,673		5,652		5,673
	First lien (4)	SOFR(S)	+	5.25%	10.95%	09/2021	09/2027	1,267		1,262		1,267
	First lien (4)(5) - Drawn	P(Q)	+	4.25%	12.50%	09/2021	09/2027	256		255		256
								7,196		7,169		7,196		0.66	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Community Brands ParentCo, LLC
Software	First lien (4)	SOFR(M)	+	5.50%	10.70%	02/2022	02/2028	$	7,127	$	7,069	$	7,046	0.65	%
USIC Holdings, Inc.
Business Services	Second lien	L(M)	+	6.50%	11.69%	05/2021	05/2029	7,000		6,972		6,388		0.58	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)(4)	L(Q)	+	3.50%	9.00%	09/2019	08/2024	7,217		6,863		4,741
	First lien (4)	L(Q)	+	3.50%	9.00%	09/2022	08/2024	2,475		1,787		1,626
								9,692		8,650		6,367		0.58	%
RealPage, Inc.
Software	Second lien	SOFR(M)	+	6.50%	11.72%	02/2021	04/2029	6,388		6,350		6,172		0.56	%
Calabrio, Inc.
Software	First lien (4)	SOFR(M)	+	7.13%	12.23%	04/2021	04/2027	5,979		5,948		5,640
	First lien (4)(5) - Drawn	L(M)	+	7.00%	12.15%	04/2021	04/2027	411		410		388
								6,390		6,358		6,028		0.55	%
Therapy Brands Holdings LLC
Software	Second lien (2)(4)	L(M)	+	6.75%	11.90%	05/2021	05/2029	6,000		5,968		5,727		0.53	%
IMO Investor Holdings, Inc.
Healthcare	First lien (2)(4)	SOFR(Q)	+	6.00%	11.09%	05/2022	05/2029	5,251		5,205		5,156
	First lien (4)(5) - Drawn	SOFR(S)	+	6.00%	11.04%	05/2022	05/2029	339		336		333
								5,590		5,541		5,489		0.50	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Drawn	SOFR(Q)	+	5.00%	10.22%	10/2021	10/2025	5,184		5,153		5,048		0.47	%
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare	First lien (4)	L(M)	+	6.75%	11.90%	05/2021	05/2027	4,664		4,631		4,664		0.43	%
Vectra Co.
Business Products	Second lien (4)	SOFR(M)	+	7.25%	12.47%	06/2020	03/2026	6,248		6,024		4,366		0.40	%
Cloudera, Inc.
Software	Second lien	SOFR(M)	+	6.00%	11.20%	08/2021	10/2029	4,006		3,998		3,646		0.33	%
AG Parent Holdings, LLC
Healthcare	First lien (2)	SOFR(M)	+	5.00%	10.22%	07/2019	07/2026	3,258		3,250		3,175		0.29	%
Alegeus Technologies Holdings Corp.
Healthcare	First lien (2)(4)	SOFR(S)	+	8.25%	13.36%	08/2019	09/2024	2,134		2,129		2,134		0.19	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (2)(4)	SOFR(M)	+	5.25%	10.49%	12/2021	02/2026	1,846		1,840		1,846		0.17	%
MH Sub I, LLC (Micro Holding Corp.)
Software	Second lien	SOFR(M)	+	6.25%	11.35%	02/2021	02/2029	1,865		1,861		1,632		0.16	%
Virtusa Corporation
Business Services	Subordinated	Fixed(S)	+	7.13%	7.13%	07/2022	12/2028	1,000		822		817		0.08	%
Total Funded Debt Investments - United States								$	1,951,489	$	1,938,095	$	1,898,164	172.97	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Funded Debt Investments - United Kingdom
Trident Bidco Limited**
Business Services	First lien (2)(4)	SOFR(Q)	+	5.00%	10.08%	06/2022	06/2029	$	19,553	$	19,382	$	19,487
	First lien (2)(4)	SOFR(Q)	+	5.00%	10.08%	09/2022	06/2029	3,496		3,464		3,484
								23,049		22,846		22,971		2.09	%
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (2)(4)	L(M)	+	8.25%	13.44%	10/2019	10/2027	22,500		22,394		22,500		2.05	%
Total Funded Debt Investments - United Kingdom								$	45,549	$	45,240	$	45,471	4.14	%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(4)	L(M)	+	6.00%	11.15%	10/2021	09/2028	$	32,801	$	32,539	$	32,552	2.97	%
Total Funded Debt Investments - Netherlands								$	32,801	$	32,539	$	32,552	2.97	%
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services	Second lien (2)(4)	SOFR(M)	+	8.00%	13.22%	09/2019	05/2027	$	12,000	$	12,000	$	11,604	1.06	%
Total Funded Debt Investments - Canada								$	12,000	$	12,000	$	11,604	1.06	%
Total Funded Debt Investments								$	2,041,839	$	2,027,874	$	1,987,791	181.14	%
Equity - United States
Dealer Tire Holdings, LLC(10)
Distribution & Logistics	Preferred shares (4)	—		—	—	09/2021	—	30,082		$	34,857	$	35,595	3.24	%
OEC Holdco, LLC (12)
Software	Preferred shares (3)(4)	—		—	—	12/2021	—	17,786		20,782		19,524		1.78	%
ACI Parent Inc. (11)
Healthcare	Preferred shares (4)	—		—	—	08/2021	—	12,500		15,476		14,828		1.35	%
Knockout Intermediate Holdings I Inc. (14)
Software	Preferred shares (4)	—		—	—	06/2022	—	9,061		10,066		10,179		0.93	%
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software	Preferred shares (4)	—		—	—	04/2021	—	5,000		6,384		5,972		0.54	%
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (4)	—		—	—	04/2021	—	5,000		6,065		5,598		0.51	%
Appriss Health Holdings, Inc. (7)
Appriss Health Intermediate Holdings, Inc.
Healthcare	Preferred shares (4)	—		—	—	05/2021	—	1,167		1,455		1,360		0.13	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Pioneer Topco I, L.P. (13)
Software	Ordinary shares (4)	—	—	—	11/2021	—	10		$	—	$	—	—	%
Total Shares - United States									$	95,085	$	93,056	8.48	%
Total Shares									$	95,085	$	93,056	8.48	%




Total Funded Investments									$	2,122,959	$	2,080,847	189.62	%
Unfunded Debt Investments - United States
Businessolver.com, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	$	6,054	$	—	$	—	—	%
DCA Investment Holding, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2022	12/2024	912		—		—		—	%
Ocala Bidco, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	05/2024	3,196		—		—		—	%
Huskies Parent, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2023	751		—		—
	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2027	17		—		—
							768		—		—		—	%
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	1,481		—		—
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2029	1,183		(9)		—
							2,664		(9)		—		—	%
Smile Doctors LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	06/2023	03/2025	905		—		—		—	%
Safety Borrower Holdings LLC
Software	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	256		(1)		—		—	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	—	—	03/2020	02/2025	355		(2)		—		—	%
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	05/2021	05/2027	312		(2)		—		—	%
Bullhorn, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	09/2019	09/2026	964		(3)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	$	5,877	$	—	$	—
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	1,214		(5)		—
							7,091		(5)		—		—	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2027	727		(5)		—
	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2024	1,045		—		—
							1,772		(5)		—		—	%
Associations, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2027	1,772		(6)		—		—	%
Granicus, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	01/2021	01/2027	833		(6)		—		—	%
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services	First lien (4)(5) - Undrawn	—	—	—	08/2021	10/2027	2,480		(6)		—		—	%
IG IntermediateCo LLC
Infogain Corporation
Business Services	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2026	1,854		(9)		—		—	%
Radwell Parent, LLC
Distribution & Logistics	First lien (4)(5) - Undrawn	—	—	—	03/2022	04/2028	360		(3)		—
	First lien (4)(5) - Undrawn	—	—	—	03/2022	04/2024	1,124		(7)		—
							1,484		(10)		—		—	%
GS Acquisitionco, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	02/2020	05/2026	1,575		(10)		—		—	%
Relativity ODA LLC
Software	First lien (4)(5) - Undrawn	—	—	—	05/2021	05/2027	1,439		(12)		—		—	%
Foreside Financial Group, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	05/2022	09/2027	1,325		(13)		—
	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2024	3,953		—		—
							5,278		(13)		—		—	%
Galway Borrower LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	340		—		—
	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	2,341		(17)		—
							2,681		(17)		—		—	%
KWOR Acquisition, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	2,544		(19)		—		—	%
Avalara, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	10/2022	10/2028	2,165		(24)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2027	$	4,008	$	(29)	$	—	—	%
Legal Spend Holdings, LLC (fka Bottomline Technologies, Inc.)
Software	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2028	4,156		(34)		—		—	%
OA Buyer, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2028	5,959		(47)		—		—	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	2,427		(18)		(2)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	3,883		—		(4)
							6,310		(18)		(6)		(0.00)	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2024	1,998		(30)		(6)		(0.00)	%
Specialtycare, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2026	280		(3)		(12)		(0.00)	%
Community Brands ParentCo, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	424		(3)		(5)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	849		—		(10)
							1,273		(3)		(15)		(0.00)	%
Recorded Future, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	08/2019	07/2025	1,630		(5)		(16)		(0.00)	%
Sun Acquirer Corp.
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	127		—		(3)
	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	526		(5)		(14)
							653		(5)		(17)		(0.00)	%
Calabrio, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	309		(2)		(18)		(0.00)	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2026	226		(3)		(18)		(0.00)	%
IMO Investor Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2028	630		(5)		(11)
	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2024	920		—		(17)
							1,550		(5)		(28)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

Daxko Acquisition Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2023	$	708	$	(4)	$	(11)
	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	1,176		(12)		(18)
							1,884		(16)		(29)		(0.00)	%
IG Investments Holdings, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	3,103		(22)		(31)		(0.00)	%
Ministry Brands Holdings, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	429		(2)		(6)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	1,974		—		(26)
							2,403		(2)		(32)		(0.00)	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	03/2021	12/2023	1,959		—		(34)		(0.00)	%
iCIMS, Inc.
Software	First lien (2)(4)(5) - Undrawn	—	—	—	08/2022	08/2024	6,506		—		—
	First lien (4)(5) - Undrawn	—	—	—	08/2022	08/2028	2,101		(18)		(38)
							8,607		(18)		(38)		(0.00)	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	08/2020	08/2025	1,214		(15)		(38)		(0.00)	%
CFS Management, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	764		(5)		(44)		(0.00)	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	1,057		(8)		(22)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	09/2024	1,300		—		(27)
							2,357		(8)		(49)		(0.00)	%
MRI Software LLC
Software	First lien (4)(5) - Undrawn	—	—	—	02/2022	08/2023	905		—		(22)
	First lien (4)(5) - Undrawn	—	—	—	01/2020	02/2026	1,170		(3)		(28)
							2,075		(3)		(50)		(0.01)	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	2,384		(18)		(50)		(0.01)	%
OB Hospitalist Group, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	1,413		(14)		(59)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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)(4)(5) - Undrawn	—	—	—	02/2022	02/2024	$	873	$	—	$	(16)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	2,630		(20)		(49)
							3,503		(20)		(65)		(0.01)	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2027	1,144		(8)		(34)
	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2024	2,095		—		(63)
							3,239		(8)		(97)		(0.01)	%
USRP Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2027	432		(3)		(14)
	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2023	2,710		—		(89)
							3,142		(3)		(103)		(0.01)	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	2,259		(13)		(108)		(0.01)	%
Fortis Solutions Group, LLC
Packaging	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	2,538		(25)		(41)
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	4,971		—		(80)
							7,509		(25)		(121)		(0.01)	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2023	5,290		—		(139)		(0.01)	%
Allworth Financial Group, L.P.
Financial Services	First lien (4)(5) - Undrawn	—	—	—	01/2022	12/2026	1,573		(11)		(65)
	First lien (4)(5) - Undrawn	—	—	—	01/2022	01/2024	2,022		—		(83)
							3,595		(11)		(148)		(0.01)	%
CCBlue Bidco, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	5,827		—		(169)		(0.02)	%
PDQ.com Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	08/2023	10,286		—		(211)		(0.02)	%
GraphPAD Software, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	1,500		(5)		(30)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2023	9,932		(36)		(202)
							11,432		(41)		(232)		(0.02)	%
DOCS, MSO, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2028	1,977		—		(56)
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	7,412		—		(211)
							9,389		—		(267)		(0.02)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(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

DECA Dental Holdings LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2027	$	153	$	(2)	$	(6)
	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2023	6,875		—		(278)
							7,028		(2)		(284)		(0.03)	%
Notorious Topco, LLC
Consumer Products	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2023	2,409		—		(167)
	First lien (4)(5) - Undrawn	—	—	—	11/2021	05/2027	3,373		(25)		(234)
							5,782		(25)		(401)		(0.05)	%
Diamondback Acquisition, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	7,203		—		(591)		(0.06)	%
Total Unfunded Debt Investments - United States							$	191,353	$	(612)	$	(3,526)	(0.32)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	$	2,460	$	(18)	$	(19)	0.00	%
Total Unfunded Debt Investments - Netherlands							$	2,460	$	(18)	$	(19)	0.00	%
Total Unfunded Debt Investments							$	193,813	$	(630)	$	(3,545)	(0.32)	%
Total Non-Controlled/Non-Affiliated Investments									$	2,122,329	$	2,077,302	189.30	%
Total Investments									$	2,122,329	$	2,077,302	189.30	%

(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 Wells Credit Facility, a revolving credit facility among the Company as collateral manager, New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as the borrower, Wells Fargo Bank, National Association as the administrative agent, and collateral custodian, and the lenders party thereto. See Note 6. Borrowings, for details.

(3)Investment is held in 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 London Interbank Offered Rate (L), 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 June 30, 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 L + 9.50% per annum.

(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.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(in thousands, except shares)

(unaudited)

(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 two first lien term loans 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 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 June 30, 2023, 4.22% 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.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

June 30, 2023

(unaudited)


	June 30, 2023
Investment Type	Percent of Total Investments at Fair Value
First lien	77.05	%
Second lien	16.81	%
Subordinated	1.66	%
Equity and other	4.48	%
Total investments	100.00	%


	June 30, 2023
Industry Type	Percent of Total Investments at Fair Value
Software	37.73	%
Business Services	21.59	%
Healthcare	19.13	%
Consumer Services	6.06	%
Financial Services	3.91	%
Distribution & Logistics	3.89	%
Consumer Products	1.99	%
Education	1.65	%
Information Technology	1.57	%
Packaging	1.40	%
Specialty Chemicals & Materials	0.87	%
Business Products	0.21	%





Total investments	100.00	%


	June 30, 2023
Interest Rate Type	Percent of Total Investments at Fair Value
Floating rates	95.10	%
Fixed rates	4.90	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments

December 31, 2022

(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)	L(Q)	+	5.25%	9.98%	12/2021	07/2025	$	42,075	$	41,920	$	41,722
	First lien (4)	L(Q)	+	5.25%	9.98%	08/2019	07/2025	13,380		13,324		13,267
								55,455		55,244		54,989		5.04	%
GS Acquisitionco, Inc.
Software	First lien (2)(4)	SOFR(Q)	+	5.75%	9.92%	02/2020	05/2026	44,167		44,021		43,774
	First lien (4)	SOFR(Q)	+	5.75%	9.92%	02/2020	05/2026	9,239		9,231		9,158
								53,406		53,252		52,932		4.85	%
Bottomline Technologies, Inc.
Software	First lien (4)	SOFR(M)	+	5.50%	9.82%	05/2022	05/2029	49,747		49,286		49,251		4.51	%
OA Buyer, Inc.
Healthcare	First lien (2)(4)	L(M)	+	5.75%	10.13%	12/2021	12/2028	46,332		45,923		45,957
	First lien (2)(4)	L(M)	+	5.75%	10.13%	05/2022	12/2028	2,933		2,906		2,909
								49,265		48,829		48,866		4.48	%
Notorious Topco, LLC
Consumer Products	First lien (2)(4)	SOFR(Q)	+	6.75%	10.99%	11/2021	11/2027	41,264		41,001		40,571
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	10.99%	11/2021	11/2027	3,596		3,557		3,535
	First lien (4)(5) - Drawn	SOFR(Q)	+	6.75%	10.99%	11/2021	05/2027	602		603		592
								45,462		45,161		44,698		4.10	%
Wealth Enhancement Group, LLC
Financial Services	First lien (4)	SOFR(S)	+	6.00%	10.00%	08/2021	10/2027	39,674		39,565		39,420
	First lien (4)	SOFR(S)	+	6.00%	9.41%	01/2022	10/2027	3,090		3,064		3,071
	First lien (4)	SOFR(S)	+	6.00%	10.46%	01/2022	10/2027	2,072		2,055		2,059
								44,836		44,684		44,550		4.08	%
CCBlue Bidco, Inc.
Healthcare	First lien (2)(4)	L(Q)*	+	3.50% +2.75%/PIK	10.98%	12/2021	12/2028	41,119		40,769		40,296
	First lien (4)(5) - Drawn	L(Q)*	+	3.50% +2.75%/PIK	10.98%	12/2021	12/2028	2,137		2,119		2,095
								43,256		42,888		42,391		3.88	%
Diamondback Acquisition, Inc.
Software	First lien (2)(4)	L(M)	+	5.50%	9.88%	09/2021	09/2028	42,628		42,266		41,647		3.82	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (2)(4)	L(M)	+	5.50%	9.89%	12/2021	12/2027	20,184		20,011		19,934
	First lien (4)(5) - Drawn	L(M)	+	5.50%	9.82%	12/2021	12/2027	10,855		10,764		10,720
	Subordinated (4)	Fixed(Q)*	+	11.50%/PIK	11.50%	12/2021	12/2031	10,721		10,589		10,218
								41,760		41,364		40,872		3.74	%
KWOR Acquisition, Inc.
Business Services	First lien (2)(4)	L(M)	+	5.25%	9.64%	12/2021	12/2028	40,596		40,329		40,207		3.68	%
Anaplan, Inc.
Software	First lien (2)(4)	SOFR(M)	+	6.50%	10.82%	06/2022	06/2029	40,440		40,059		40,036		3.67	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

IG Investments Holdings, LLC
Business Services	First lien (2)(4)	L(M)	+	6.00%	10.38%	09/2021	09/2028	$	39,340	$	39,004	$	38,797
	First lien (4)(5) - Drawn	L(M)	+	6.00%	10.39%	09/2021	09/2027	1,241		1,235		1,224
								40,581		40,239		40,021		3.67	%
Al Altius US Bidco, Inc.
Business Services	First lien (2)(4)	L(S)	+	5.50%	10.65%	12/2021	12/2028	38,500		38,161		38,100		3.49	%
Galway Borrower LLC
Business Services	First lien (2)(4)	L(Q)	+	5.25%	9.98%	09/2021	09/2028	32,456		32,179		31,936
	First lien (4)	L(Q)	+	5.25%	9.98%	09/2021	09/2028	4,353		4,303		4,283
								36,809		36,482		36,219		3.32	%
Auctane Inc. (fka Stamps.com Inc.)
Software	First lien (2)(4)	L(M)	+	5.75%	10.13%	10/2021	10/2028	19,776		19,607		19,440
	First lien (2)(4)	L(M)	+	5.75%	10.13%	12/2021	10/2028	14,330		14,205		14,087
								34,106		33,812		33,527		3.07	%
DECA Dental Holdings LLC
Healthcare	First lien (2)(4)	L(Q)	+	5.75%	10.48%	08/2021	08/2028	28,666		28,424		27,433
	First lien (4)(5) - Drawn	L(Q)	+	5.75%	10.48%	08/2021	08/2028	3,017		2,993		2,888
	First lien (4)(5) - Drawn	L(Q)	+	5.75%	10.48%	08/2021	08/2027	1,986		1,971		1,901
								33,669		33,388		32,222		2.95	%
Associations, Inc.
Business Services	First lien (2)(4)	SOFR(Q)*	+	4.00% +2.50%/PIK	10.36%	07/2021	07/2027	17,893		17,829		17,893
	First lien (4)	SOFR(Q)*	+	4.00% +2.50%/PIK	11.26%	07/2021	07/2027	4,405		4,388		4,405
	First lien (4)	SOFR(Q)*	+	4.00% +2.50%/PIK	11.28%	07/2021	07/2027	4,405		4,388		4,405
	First lien (4)	SOFR(Q)*	+	4.00% +2.50%/PIK	10.97%	07/2021	07/2027	2,660		2,650		2,660
	First lien (4)	SOFR(Q)*	+	4.00% +2.50%/PIK	10.49%	07/2021	07/2027	2,116		2,108		2,116
								31,479		31,363		31,479		2.88	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(4)	L(M)	+	5.75%	10.13%	12/2021	09/2028	24,750		24,531		24,334
	First lien (2)(4)	L(M)	+	5.75%	10.13%	09/2021	09/2028	3,985		3,955		3,918
	First lien (4)(5) - Drawn	L(M)	+	5.75%	10.13%	09/2021	09/2028	2,791		2,760		2,744
								31,526		31,246		30,996		2.84	%
iCIMS, Inc.
Software	First lien (2)(4)	SOFR(Q)*	+	3.38% +3.88%/PIK	11.52%	08/2022	08/2028	26,488		26,267		26,258
	First lien (4)	SOFR(Q)	+	7.25%	11.52%	10/2022	08/2028	4,508		4,470		4,474
								30,996		30,737		30,732		2.82	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

IG IntermediateCo LLC
Infogain Corporation
Business Services	Subordinated (4)	SOFR(Q)	+	8.25%	12.93%	07/2022	07/2029	$	20,105	$	19,865	$	19,640
	First lien (2)(4)	SOFR(M)	+	5.75%	10.17%	07/2021	07/2028	9,152		9,094		8,981
	First lien (2)(4)	SOFR(M)	+	5.75%	10.17%	07/2022	07/2028	1,580		1,565		1,550
	First lien (4)(5) - Drawn	SOFR(M)	+	5.75%	10.17%	07/2021	07/2026	517		517		508
								31,354		31,041		30,679		2.81	%
CFS Management, LLC
Healthcare	First lien (2)(4)	SOFR(Q)*	+	6.25% +0.75%/PIK	11.84%	08/2019	07/2024	24,251		24,178		22,644
	First lien (4)	SOFR(Q)*	+	6.25% +0.75%/PIK	11.84%	09/2021	07/2024	5,695		5,675		5,317
	First lien (4)	SOFR(Q)*	+	6.25% +0.75%/PIK	11.84%	08/2019	07/2024	2,166		2,162		2,022
	First lien (4)(5) - Drawn	SOFR(Q)*	+	6.25% +0.75%/PIK	11.84%	02/2022	07/2024	372		372		347
								32,484		32,387		30,330		2.78	%
Ocala Bidco, Inc.
Healthcare	First lien (2)(4)	L(Q)*	+	3.50% +2.75%/PIK	10.95%	12/2021	11/2028	30,644		30,312		30,291		2.78	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (2)(4)	L(Q)	+	5.75%	10.48%	12/2021	12/2027	17,700		17,548		17,215
	First lien (4)	L(Q)	+	5.75%	10.48%	12/2021	12/2027	5,941		5,890		5,777
	First lien (4)	L(Q)	+	5.75%	10.48%	12/2021	12/2027	5,904		5,853		5,742
	First lien (4)(5) - Drawn	L(Q)	+	5.75%	10.50%	12/2021	12/2027	834		830		811
								30,379		30,121		29,545		2.71	%
GraphPAD Software, LLC
Healthcare	First lien (2)(4)	L(Q)	+	5.50%	10.23%	12/2021	04/2027	18,027		17,953		17,708
	First lien (2)(4)	L(Q)	+	5.50%	10.23%	04/2021	04/2027	10,343		10,302		10,159
	First lien (2)(4)	L(Q)	+	5.50%	10.23%	10/2021	04/2027	1,590		1,584		1,562
								29,960		29,839		29,429		2.70	%
Fortis Solutions Group, LLC
Packaging	First lien (2)(4)	L(Q)	+	5.50%	10.23%	10/2021	10/2028	20,872		20,693		20,384
	First lien (4)	L(Q)	+	5.50%	10.23%	10/2021	10/2028	8,403		8,332		8,206
	First lien (4)(5) - Drawn	L(S)	+	5.00%	10.83%	10/2021	10/2027	390		392		381
								29,665		29,417		28,971		2.65	%
Foreside Financial Group, LLC
Business Services	First lien (2)(4)	L(M)	+	5.50%	9.88%	05/2022	09/2027	27,313		27,065		27,039
	First lien (4)	L(M)	+	5.50%	9.88%	05/2022	09/2027	1,770		1,754		1,752
								29,083		28,819		28,791		2.64	%
Icebox Holdco III, Inc.
Distribution & Logistics	Second lien (2)(4)	L(Q)	+	6.75%	11.48%	12/2021	12/2029	30,000		29,864		28,550		2.62	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)	L(Q)	+	5.50%	10.23%	11/2021	11/2027	24,060		23,846		23,373
	First lien (4)	L(Q)	+	5.50%	10.23%	05/2021	11/2027	4,938		4,904		4,797
	First lien (4)(5) - Drawn	L(Q)	+	5.50%	10.23%	11/2021	11/2024	346		345		336
								29,344		29,095		28,506		2.61	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)	L(Q)*	+	7.00%/PIK	11.73%	11/2021	11/2028	$	24,416	$	24,224	$	24,099
	First lien (4)	L(Q)*	+	7.00%/PIK	11.73%	03/2022	11/2028	3,346		3,319		3,303
								27,762		27,543		27,402		2.51	%
OEC Holdco, LLC (12)
OEConnection LLC
Software	Second lien (2)(4)	SOFR(M)	+	7.00%	11.42%	12/2021	09/2027	19,234		19,070		18,644
	Second lien (2)(4)	SOFR(M)	+	7.00%	11.42%	09/2019	09/2027	7,677		7,625		7,441
								26,911		26,695		26,085		2.39	%
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software	First lien (2)(4)	SOFR(Q)	+	5.75%	10.33%	06/2022	06/2029	25,847		25,664		25,469		2.33	%
Bullhorn, Inc.
Software	First lien (2)(4)	L(Q)	+	5.75%	10.48%	09/2019	09/2026	18,848		18,763		18,848
	First lien (4)	L(Q)	+	5.75%	10.48%	10/2021	09/2026	2,690		2,685		2,690
	First lien (2)(4)	L(Q)	+	5.75%	10.48%	10/2021	09/2026	1,205		1,202		1,205
	First lien (4)	L(Q)	+	5.75%	10.48%	09/2019	09/2026	872		868		872
	First lien (4)(5) - Drawn	L(Q)	+	5.75%	10.48%	09/2019	09/2026	443		443		443
	First lien (4)	L(Q)	+	5.75%	10.48%	09/2019	09/2026	391		389		391
	First lien (4)	L(Q)	+	5.75%	10.48%	09/2019	09/2026	312		310		312
								24,761		24,660		24,761		2.27	%
Idera, Inc.
Software	Second lien (4)	L(Q)	+	6.75%	10.50%	03/2021	03/2029	26,250		26,296		24,696		2.26	%
Businessolver.com, Inc.
Software	First lien (2)(4)	L(S)	+	5.50%	9.67%	12/2021	12/2027	24,410		24,306		24,068
	First lien (4)(5) - Drawn	L(S)	+	5.50%	9.88%	12/2021	12/2027	566		564		558
								24,976		24,870		24,626		2.26	%
Eisner Advisory Group LLC
Financial Services	First lien (2)(4)	SOFR(M)	+	5.25%	9.69%	08/2021	07/2028	25,317		25,211		24,193		2.22	%
TRC Companies L.L.C. (fka. Energize Holdco LLC)
Business Services	Second lien (2)(4)	L(M)	+	6.75%	11.13%	11/2021	12/2029	24,900		24,787		23,453		2.15	%
MRI Software LLC
Software	First lien (2)(4)	L(Q)	+	5.50%	10.23%	01/2020	02/2026	16,375		16,328		16,004
	First lien (2)(4)	L(Q)	+	5.50%	10.23%	03/2021	02/2026	4,644		4,636		4,540
	First lien (4)	L(Q)	+	5.50%	10.23%	03/2021	02/2026	2,054		2,050		2,008
	First lien (4)	L(Q)	+	5.50%	10.23%	01/2020	02/2026	473		472		462
								23,546		23,486		23,014		2.11	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (2)(4)	L(M)	+	5.75%	10.13%	03/2021	08/2025	8,373		8,346		8,272
	First lien (2)(4)	L(M)	+	6.25%	10.63%	08/2020	08/2025	7,374		7,322		7,374
	First lien (2)(4)	L(M)	+	5.75%	10.13%	03/2021	08/2025	4,669		4,654		4,613
	First lien (4)(5) - Drawn	L(M)	+	6.25%	10.63%	08/2020	08/2025	700		712		700
	First lien (4)	L(M)	+	6.25%	10.63%	08/2020	08/2025	617		613		609
	First lien (4)	L(M)	+	6.25%	10.63%	08/2020	08/2025	389		386		389
								22,122		22,033		21,957		2.01	%
Avalara, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Software	First lien (4)	SOFR(Q)	+	7.25%	11.83%	10/2022	10/2028	21,654		21,390		21,467		1.97	%

Bluefin Holding, LLC
Software	Second lien (2)(4)	L(Q)	+	7.75%	12.48%	09/2019	09/2027	$	22,000	$	22,000	$	21,190	1.94	%
DOCS, MSO, LLC
Healthcare	First lien (2)(4)	SOFR(S)	+	5.75%	10.54%	06/2022	06/2028	21,195		21,195		20,614		1.89	%
OB Hospitalist Group, Inc.
Healthcare	First lien (2)(4)	L(Q)	+	5.50%	10.23%	09/2021	09/2027	19,319		19,159		18,711
	First lien (4)(5) - Drawn	L(Q)	+	5.50%	10.17%	09/2021	09/2027	875		871		847
								20,194		20,030		19,558		1.79	%
KAMC Holdings, Inc
Business Services	Second lien (2)(4)	L(Q)	+	8.00%	12.65%	08/2019	08/2027	22,500		22,388		19,125		1.75	%
Daxko Acquisition Corporation
Software	First lien (2)(4)	L(M)	+	5.50%	9.88%	10/2021	10/2028	17,748		17,596		17,251
	First lien (4)	L(M)	+	5.50%	9.88%	10/2021	10/2028	1,495		1,482		1,453
	First lien (4)(5) - Drawn	P(Q)	+	4.50%	12.00%	10/2021	10/2027	44		47		43
								19,287		19,125		18,747		1.72	%
Foundational Education Group, Inc.
Education	Second lien (4)	SOFR(Q)	+	6.50%	11.34%	08/2021	08/2029	19,706		19,636		18,226		1.67	%
TigerConnect, Inc.
Healthcare	First lien (2)(4)	SOFR(Q)*	+	3.63% +3.63%/PIK	11.49%	02/2022	02/2028	18,409		18,247		17,967
	First lien (2)(4)(5) - Drawn	SOFR(Q)*	+	3.63% +3.63%/PIK	11.49%	02/2022	02/2028	171		171		166
								18,580		18,418		18,133		1.66	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien (4)	SOFR(Q)	+	6.75%	10.94%	05/2021	11/2027	18,882		18,882		17,966		1.65	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (2)(4)	L(Q)	+	5.75%	9.99%	04/2021	04/2028	17,354		17,232		16,820		1.54	%
MED Parentco, LP
Healthcare	Second lien (2)	L(M)	+	8.25%	12.63%	08/2019	08/2027	22,000		21,889		16,588		1.52	%
Relativity ODA LLC
Software	First lien (4)	L(M)*	+	7.50%/PIK	11.89%	05/2021	05/2027	16,484		16,345		16,484		1.51	%
Granicus, Inc.
Software	First lien (2)(4)	L(M)*	+	5.50% +1.50%/PIK	11.14%	01/2021	01/2027	10,641		10,583		10,641
	First lien (4)	L(M)*	+	5.50% +1.50%/PIK	11.14%	01/2021	01/2027	2,980		2,963		2,980
	First lien (4)	L(M)	+	6.00%	10.14%	04/2021	01/2027	2,290		2,272		2,290
	First lien (4)(5) - Drawn	L(M)	+	6.50%	10.69%	01/2021	01/2027	405		405		405
								16,316		16,223		16,316		1.49	%
EAB Global, Inc.
Education	Second lien (4)	L(Q)	+	6.50%	10.69%	08/2021	08/2029	16,548		16,332		16,023		1.47	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)	SOFR(Q)	+	5.50%	10.23%	02/2022	02/2028	13,758		13,697		13,482
	First lien (4)	SOFR(Q)	+	5.50%	10.23%	02/2022	02/2028	2,480		2,469		2,430
								16,238		16,166		15,912		1.46	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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


DCA Investment Holding, LLC
Healthcare	First lien (2)(4)	SOFR(Q)	+	6.41%	10.39%	03/2021	04/2028	$	9,520	$	9,464	$	9,336
	First lien (4)	SOFR(M)	+	6.41%	10.73%	02/2022	04/2028	4,997		4,975		4,900
	First lien (4)(5) - Drawn	SOFR(S)	+	6.41%	10.14%	03/2021	04/2028	1,374		1,365		1,347
								15,891		15,804		15,583		1.43	%
USRP Holdings, Inc.
Business Services	First lien (2)(4)	L(Q)	+	5.50%	10.23%	07/2021	07/2027	13,123		13,014		12,698
	First lien (4)	L(Q)	+	5.50%	10.23%	07/2021	07/2027	1,863		1,848		1,802
								14,986		14,862		14,500		1.33	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (2)(4)	SOFR(M)	+	5.25%	9.38%	12/2021	12/2028	10,139		10,050		9,855
	First lien (4)(5) - Drawn	SOFR(Q)	+	5.25%	9.44%	12/2021	12/2028	2,452		2,431		2,384
								12,591		12,481		12,239		1.12	%
VT Topco, Inc.
Business Services	Second lien (4)	L(M)	+	6.75%	11.13%	07/2021	07/2026	7,837		7,815		7,608
	Second lien (2)(4)	L(M)	+	6.75%	11.13%	08/2020	07/2026	4,475		4,230		4,344
								12,312		12,045		11,952		1.10	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare	First lien (2)(4)	L(M)*	+	4.50% +1.25%/PIK	10.13%	08/2021	08/2028	10,737		10,647		10,376
	First lien (4)(5) - Drawn	L(M)*	+	4.50% +1.25%/PIK	10.13%	08/2021	08/2028	1,381		1,370		1,334
	First lien (4)(5) - Drawn	L(M)	+	5.50%	9.88%	08/2021	08/2027	126		127		122
								12,244		12,144		11,832		1.08	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (2)(4)	L(Q)	+	6.00%	9.74%	03/2021	03/2028	11,101		10,970		11,023
	First lien (4)(5) - Drawn	L(M)	+	6.00%	10.39%	03/2021	03/2028	751		742		746
								11,852		11,712		11,769		1.08	%
Syndigo LLC
Software	Second lien (4)	L(S)	+	8.00%	13.21%	12/2020	12/2028	12,500		12,439		11,704		1.07	%
Specialtycare, Inc.
Healthcare	First lien (2)(4)	L(Q)	+	5.75%	9.49%	06/2021	06/2028	11,728		11,612		11,235
	First lien (4)(5) - Drawn	L(M)	+	4.00%	8.29%	06/2021	06/2026	106		106		102
	First lien (4)(5) - Drawn	L(Q)	+	5.75%	9.76%	06/2021	06/2028	84		91		81
								11,918		11,809		11,418		1.05	%
DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien	SOFR(M)	+	6.75%	11.07%	03/2021	03/2029	12,188		12,162		10,832		0.99	%
GC Waves Holdings, Inc.
Financial Services	First lien (2)(4)	L(M)	+	5.50%	9.88%	08/2021	08/2026	10,551		10,471		10,424		0.96	%
New Trojan Parent, Inc.
Healthcare	Second lien (4)	L(M)	+	7.25%	11.63%	01/2021	01/2029	13,238		13,183		9,943		0.91	%
Maverick Bidco Inc.
Software	Second lien (4)	L(Q)	+	6.75%	11.16%	04/2021	05/2029	10,200		10,176		9,822		0.90	%
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (4)	L(M)	+	7.25%	11.63%	07/2021	08/2026	10,000		9,981		9,531		0.87	%
Coyote Buyer, LLC

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Specialty Chemicals & Materials	First lien (2)(4)	L(Q)	+	6.00%	10.41%	03/2020	02/2026	$	8,061	$	8,038	$	8,061
	First lien (2)(4)	L(Q)	+	8.00%	12.73%	10/2020	08/2026	1,451		1,441		1,451
								9,512		9,479		9,512		0.87	%
KPSKY Acquisition Inc.
Business Services	First lien (2)(4)	L(M)	+	5.50%	9.89%	10/2021	10/2028	8,589		8,516		8,212
	First lien (4)	P(Q)	+	4.50%	12.00%	10/2021	10/2028	988		979		944
								9,577		9,495		9,156		0.84	%
Huskies Parent, Inc.
Software	First lien (2)(4)	L(Q)	+	5.50%	10.23%	12/2021	11/2028	8,461		8,405		8,331
	First lien (4)(5) - Drawn	L(Q)	+	5.50%	10.23%	12/2021	11/2027	511		508		503
								8,972		8,913		8,834		0.81	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(4)	L(S)	+	5.25%	10.18%	06/2021	06/2027	7,449		7,390		7,389
	First lien (4)(5) - Drawn	L(S)	+	5.25%	9.40%	06/2021	06/2027	1,399		1,387		1,388
								8,848		8,777		8,777		0.80	%
Radwell Parent, LLC
Distribution & Logistics	First lien (4)	SOFR(Q)	+	6.53%	11.21%	03/2022	04/2029	8,385		8,327		8,322		0.76	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(4)	L(Q)*	+	5.25% +2.00%/PIK	11.98%	07/2021	07/2027	8,317		8,243		7,411
	First lien (4)(5) - Drawn	L(M)*	+	5.25% +2.00%/PIK	11.63%	07/2021	07/2026	916		910		817
								9,233		9,153		8,228		0.74	%
RealPage, Inc.
Software	Second lien	L(M)	+	6.50%	10.88%	02/2021	04/2029	8,388		8,335		8,105		0.74	%
Smile Doctors LLC
Healthcare	First lien (4)	L(Q)	+	5.75%	10.48%	02/2022	12/2028	7,409		7,375		7,371
	First lien (4)	L(Q)	+	5.75%	10.46%	02/2022	12/2028	534		528		532
								7,943		7,903		7,903		0.72	%
Mamba Purchaser, Inc.
Healthcare	Second lien (4)	L(M)	+	6.50%	10.89%	09/2021	10/2029	8,709		8,659		7,694		0.70	%
Allworth Financial Group, L.P.
Financial Services	First lien (2)(4)	SOFR(M)	+	4.75%	9.17%	01/2022	12/2026	5,096		5,054		4,956
	First lien (4)	SOFR(M)	+	4.75%	9.17%	01/2022	12/2026	1,542		1,527		1,500
	First lien (4)(5) - Drawn	SOFR(M)	+	4.75%	9.17%	01/2022	12/2026	1,248		1,237		1,213
								7,886		7,818		7,669		0.70	%
Ministry Brands Holdings, LLC
Software	First lien (2)(4)	L(M)	+	5.50%	9.88%	12/2021	12/2028	7,009		6,978		6,887
	First lien (4)(5) - Drawn	L(Q)	+	5.50%	10.24%	12/2021	12/2027	339		338		333
								7,348		7,316		7,220		0.66	%
PDQ.com Corporation
Software	First lien (2)(4)	SOFR(Q)	+	4.75%	9.43%	12/2021	08/2027	5,657		5,633		5,524
	First lien (4)(5) - Drawn	L(Q)	+	4.75%	9.02%	12/2021	08/2027	1,598		1,591		1,560
								7,255		7,224		7,084		0.65	%
AG Parent Holdings, LLC
Healthcare	First lien (2)	L(M)	+	5.00%	9.38%	07/2019	07/2026	7,275		7,254		7,061		0.65	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Community Brands ParentCo, LLC
Software	First lien (4)	SOFR(M)	+	5.75%	10.17%	02/2022	02/2028	$	7,163	$	7,100	$	6,928	0.63	%
Safety Borrower Holdings LLC
Software	First lien (2)(4)	L(S)	+	5.25%	10.41%	09/2021	09/2027	5,701		5,678		5,608
	First lien (4)	L(S)	+	5.25%	10.41%	09/2021	09/2027	1,273		1,268		1,253
								6,974		6,946		6,861		0.63	%
USIC Holdings, Inc.
Business Services	Second lien	L(M)	+	6.50%	10.88%	05/2021	05/2029	7,000		6,970		6,580		0.60	%
Calabrio, Inc.
Software	First lien (4)	L(Q)	+	7.00%	11.73%	04/2021	04/2027	5,979		5,945		5,979
	First lien (4)(5) - Drawn	L(Q)	+	7.00%	11.75%	04/2021	04/2027	411		410		411
								6,390		6,355		6,390		0.59	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)(4)	L(Q)	+	3.50%	8.26%	09/2019	08/2024	7,254		6,758		4,715
	First lien (4)	L(Q)	+	3.50%	8.26%	09/2022	08/2024	2,487		1,566		1,617
								9,741		8,324		6,332		0.58	%
Therapy Brands Holdings LLC
Software	Second lien (2)(4)	L(M)	+	6.75%	11.10%	05/2021	05/2029	6,000		5,966		5,784		0.53	%
IMO Investor Holdings, Inc.
Healthcare	First lien (2)(4)	SOFR(S)	+	6.00%	10.62%	05/2022	05/2029	5,277		5,228		5,224
	First lien (4)(5) - Drawn	SOFR(S)	+	6.00%	10.61%	05/2022	05/2028	120		119		118
								5,397		5,347		5,342		0.49	%
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare	First lien (4)	L(M)	+	7.25%	11.54%	05/2021	05/2027	4,676		4,640		4,676		0.43	%
Vectra Co.
Business Products	Second lien (4)	L(M)	+	7.25%	11.63%	06/2020	03/2026	6,248		5,990		4,056		0.37	%
Cloudera, Inc.
Software	Second lien	L(M)	+	6.00%	10.38%	08/2021	10/2029	4,006		3,998		3,360		0.31	%
MH Sub I, LLC (Micro Holding Corp.)
Software	Second lien	SOFR(Q)	+	6.25%	10.65%	02/2021	02/2029	3,000		2,994		2,718		0.25	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Drawn	L(S)	+	5.00%	9.90%	10/2021	10/2025	2,497		2,479		2,431		0.22	%
Alegeus Technologies Holding Corp.
Healthcare	First lien (2)(4)	L(A)	+	8.25%	10.95%	08/2019	09/2024	2,134		2,126		2,134		0.20	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (2)(4)	L(M)	+	5.25%	9.42%	12/2021	02/2026	1,856		1,849		1,856		0.17	%
Virtusa Corporation
Software	Subordinated	Fixed(S)		7.13%	7.13%	07/2022	12/2028	1,000		811		764		0.07	%
Total Funded Debt Investments - United States								$	1,942,644	$	1,927,998	$	1,880,978	172.33	%
Funded Debt Investments - United Kingdom
Trident Bidco Limited**
Business Services	First lien (2)(4)	SOFR(Q)	+	5.25%	9.07%	06/2022	06/2029	$	19,553	$	19,371	$	19,129
	First lien (2)(4)	SOFR(Q)	+	5.25%	9.07%	09/2022	06/2029	3,496		3,462		3,420
								23,049		22,833		22,549		2.06	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (2)(4)	L(M)	+	8.25%	12.63%	10/2019	10/2027	$	22,500	$	22,384	$	22,433	2.06	%
Total Funded Debt Investments - United Kingdom								$	45,549	$	45,217	$	44,982	4.12	%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(4)	L(M)	+	6.00%	10.29%	10/2021	09/2028	$	32,801	$	32,521	$	32,273	2.96	%
Total Funded Debt Investments - Netherlands								$	32,801	$	32,521	$	32,273	2.96	%
Funded Debt Investments - Canada
Project Boost Purchaser, LLC**
Business Services	Second lien (2)(4)	L(M)	+	8.00%	12.38%	09/2019	05/2027	$	12,000	$	12,000	$	11,536	1.06	%
Total Funded Debt Investments - Canada								$	12,000	$	12,000	$	11,536	1.06	%
Total Funded Debt Investments								$	2,032,994	$	2,017,736	$	1,969,769	180.47	%
Equity - United States
Dealer Tire Holdings, LLC(10)
Distribution & Logistics	Preferred shares (4)	—		—	—	09/2021	—	30,082		$	34,857	$	35,116	3.22	%
OEC Holdco, LLC (12)
Software	Preferred shares (3)(4)	—		—	—	12/2021	—	17,786		18,653		17,785		1.63	%
ACI Parent Inc. (11)
Healthcare	Preferred shares (4)	—		—	—	08/2021	—	12,500		14,605		14,068		1.29	%
Knockout Intermediate Holdings I Inc. (14)
Software	Preferred shares (4)	—		—	—	06/2022	—	9,061		8,948		8,769		0.80	%
Project Essential Topco, Inc. (8)
Project Essential Super Parent, Inc.
Software	Preferred shares (4)	—		—	—	04/2021	—	5,000		5,942		5,785		0.53	%
Diamond Parent Holdings Corp. (9)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (4)	—		—	—	04/2021	—	5,000		5,759		5,652		0.52	%
Appriss Health Holdings, Inc. (7)
Appriss Health Intermediate Holdings, Inc.
Healthcare	Preferred shares (4)	—		—	—	05/2021	—	1,167		1,379		1,315		0.12	%
Pioneer Topco I, L.P. (13)
Software	Ordinary shares (4)	—		—	—	11/2021	—	10		—		—		—	%


Total Shares - United States										$	90,143	$	88,490	8.11	%
Total Shares										$	90,143	$	88,490	8.11	%
Total Funded Investments										$	2,107,879	$	2,058,259	188.58	%
Unfunded Debt Investments - United States
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—		—	—	03/2020	02/2025	$	592	$	(1)	$	—	—	%
Appriss Health Holdings, Inc. (7)
Appriss Health, LLC
Healthcare	First lien (4)(5) - Undrawn	—		—	—	05/2021	05/2027	313		(2)		—		—	%
Associations, Inc.
Business Services	First lien (4)(5) - Undrawn	—		—	—	07/2021	07/2027	1,772		(7)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Bullhorn, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	09/2019	09/2026	$	520	$	(4)	$	—	—	%
Calabrio, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	309		(2)		—		—	%
Diamond Parent Holdings Corp. (9)
Diligent Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	08/2020	08/2025	1,634		(20)		—		—	%
Granicus, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	01/2021	01/2027	802		(6)		—		—	%
Relativity ODA LLC
Software	First lien (4)(5) - Undrawn	—	—	—	05/2021	05/2027	1,439		(13)		—		—	%
DCA Investment Holding, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	03/2021	03/2023	218		—		(4)		(0.00)	%
Safety Borrower Holdings LLC
Software	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	512		(2)		(8)		(0.00)	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2024	395		(4)		(11)		(0.00)	%
Radwell Parent, LLC
Distribution & Logistics	First lien (4)(5) - Undrawn	—	—	—	03/2022	04/2028	448		(3)		(3)
	First lien (4)(5) - Undrawn	—	—	—	03/2022	04/2024	1,124		(8)		(8)
							1,572		(11)		(11)		(0.00)	%
Sun Acquirer Corp.
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	152		—		(3)
	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	559		(4)		(9)
							711		(4)		(12)		(0.00)	%
Recorded Future, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	08/2019	07/2025	1,630		(6)		(14)		(0.00)	%
Huskies Parent, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2027	213		(2)		(3)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2023	751		—		(12)
							964		(2)		(15)		(0.00)	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2027	727		(6)		(6)
	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2023	1,145		—		(9)
							1,872		(6)		(15)		(0.00)	%
Wealth Enhancement Group, LLC
Financial Services	First lien (4)(5) - Undrawn	—	—	—	08/2021	10/2027	2,480		(6)		(16)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

IMO Investor Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2028	$	510	$	(5)	$	(5)
	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2024	1,260		—		(13)
							1,770		(5)		(18)		(0.00)	%
Avalara, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	10/2022	10/2028	2,165		(26)		(19)		(0.00)	%
GS Acquisitionco, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	02/2020	05/2026	2,362		(8)		(21)		(0.00)	%
iCIMS, Inc.
Software	First lien (2)(4)(5) - Undrawn	—	—	—	08/2022	08/2024	7,036		—		—
	First lien (4)(5) - Undrawn	—	—	—	08/2022	08/2028	2,523		(21)		(22)
							9,559		(21)		(22)		(0.00)	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2026	226		(3)		(25)		(0.00)	%
IG IntermediateCo LLC
Infogain Corporation
Business Services	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2026	1,336		(10)		(25)		(0.00)	%
IG Investments Holdings, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	1,862		(19)		(26)		(0.00)	%
DCA Investment Holding, LLC
Healthcare	First lien (5) - Undrawn	—	—	—	12/2022	12/2023	1,906		—		(29)		(0.00)	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	03/2021	03/2023	4,147		—		(29)		(0.00)	%
Ocala Bidco, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	05/2024	3,196		—		(37)		(0.00)	%
Bottomline Technologies, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2028	4,157		(38)		(42)		(0.00)	%
Community Brands ParentCo, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	425		(4)		(14)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	849		—		(28)
							1,274		(4)		(42)		(0.00)	%
FS WhiteWater Borrower, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	1,549		(15)		(42)		(0.00)	%
Galway Borrower LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	340		—		(5)
	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	2,341		(19)		(37)
							2,681		(19)		(42)		(0.00)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

Ministry Brands Holdings, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	$	339	$	(2)	$	(6)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	2,260		—		(39)
							2,599		(2)		(45)		(0.00)	%
Knockout Intermediate Holdings I Inc. (14)
Kaseya Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	1,578		—		(23)
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2029	1,578		(11)		(23)
							3,156		(11)		(46)		(0.00)	%
Specialtycare, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2026	173		(3)		(7)
	First lien (4)(5) - Undrawn	—	—	—	06/2021	06/2023	930		(9)		(39)
							1,103		(12)		(46)		(0.00)	%
OA Buyer, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2028	5,958		(51)		(47)		(0.00)	%
CFS Management, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	764		(5)		(51)		(0.00)	%
OB Hospitalist Group, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2027	1,649		(16)		(52)		(0.00)	%
Pioneer Topco I, L.P. (13)
Pioneer Buyer I, LLC
Software	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2027	4,009		(33)		(52)		(0.00)	%
KWOR Acquisition, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	5,653		(35)		(54)		(0.00)	%
Daxko Acquisition Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2023	708		—		(20)
	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	1,287		(13)		(36)
							1,995		(13)		(56)		(0.01)	%
Foreside Financial Group, LLC
Business Services	First lien (4)(5) - Undrawn	—	—	—	05/2022	09/2027	1,790		(16)		(18)
	First lien (4)(5) - Undrawn	—	—	—	05/2022	05/2024	4,192		—		(42)
							5,982		(16)		(60)		(0.01)	%
Project Essential Topco, Inc. (8)
Project Essential Bidco, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	2,259		(14)		(70)		(0.01)	%
TigerConnect, Inc.
Healthcare	First lien (2)(4)(5) - Undrawn	—	—	—	02/2022	02/2023	589		—		(14)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	2,630		(23)		(63)
							3,219		(23)		(77)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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

MRI Software LLC
Software	First lien (4)(5) - Undrawn	—	—	—	01/2020	02/2026	$	1,170	$	(3)	$	(27)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	08/2023	2,284		—		(52)
							3,454		(3)		(79)		(0.01)	%
Businessolver.com, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	6,054		—		(85)		(0.01)	%
Notorious Topco, LLC
Consumer Products	First lien (4)(5) - Undrawn	—	—	—	11/2021	11/2023	2,409		—		(40)
	First lien (4)(5) - Undrawn	—	—	—	11/2021	05/2027	3,012		(23)		(51)
							5,421		(23)		(91)		(0.01)	%
Al Altius US Bidco, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	9,300		—		(97)		(0.01)	%
Beacon Pointe Harmony, LLC
Financial Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	1,057		(8)		(30)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	06/2023	2,822		—		(79)
							3,879		(8)		(109)		(0.01)	%
CCBlue Bidco, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	5,826		—		(117)		(0.01)	%
ACI Parent Inc. (11)
ACI Group Holdings, Inc.
Healthcare	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2027	1,019		(10)		(34)
	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2023	2,619		—		(88)
							3,638		(10)		(122)		(0.01)	%
Allworth Financial Group, L.P.
Financial Services	First lien (4)(5) - Undrawn	—	—	—	01/2022	12/2026	1,573		(13)		(43)
	First lien (4)(5) - Undrawn	—	—	—	01/2022	01/2024	3,863		—		(106)
							5,436		(13)		(149)		(0.02)	%
Diamondback Acquisition, Inc.
Software	First lien (4)(5) - Undrawn	—	—	—	09/2021	09/2023	7,203		—		(166)		(0.02)	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2028	1,214		(5)		(24)
	First lien (4)(5) - Undrawn	—	—	—	02/2022	02/2024	7,221		—		(144)
							8,435		(5)		(168)		(0.02)	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2027	2,427		(20)		(30)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	12/2023	11,456		—		(142)
							13,883		(20)		(172)		(0.02)	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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 (4)(5) - Undrawn	—	—	—	10/2021	10/2023	$	83	$	—	$	(2)
	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	2,538		(25)		(59)
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	5,001		—		(117)
							7,622		(25)		(178)		(0.02)	%
GraphPAD Software, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	04/2021	04/2027	1,500		(5)		(27)
	First lien (4)(5) - Undrawn	—	—	—	12/2021	11/2023	9,932		(40)		(176)
							11,432		(45)		(203)		(0.02)	%
YLG Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2023	7,993		—		(209)		(0.02)	%
DOCS, MSO, LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2028	1,977		—		(54)
	First lien (4)(5) - Undrawn	—	—	—	06/2022	06/2024	7,412		—		(203)
							9,389		—		(257)		(0.03)	%
USRP Holdings, Inc.
Business Services	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2027	432		(3)		(14)
	First lien (4)(5) - Undrawn	—	—	—	07/2021	07/2023	8,515		—		(276)
							8,947		(3)		(290)		(0.03)	%
PDQ.com Corporation
Software	First lien (4)(5) - Undrawn	—	—	—	12/2021	08/2023	12,686		—		(298)		(0.04)	%
DECA Dental Holdings LLC
Healthcare	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2027	306		(3)		(13)
	First lien (4)(5) - Undrawn	—	—	—	08/2021	08/2023	6,875		—		(296)
							7,181		(3)		(309)		(0.04)	%
Total Unfunded Debt Investments - United States							$	232,050	$	(653)	$	(4,280)	(0.39)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (4)(5) - Undrawn	—	—	—	10/2021	10/2027	$	2,460	$	(20)	$	(40)	(0.00)	%
Total Unfunded Debt Investments - Netherlands							$	2,460	$	(20)	$	(40)	(0.00)	%
Total Unfunded Debt Investments							$	234,510	$	(673)	$	(4,320)	(0.39)	%
Total Non-Controlled/Non-Affiliated Investments									$	2,107,206	$	2,053,939	188.19	%
Total Investments									$	2,107,206	$	2,053,939	188.19	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

(2)Investment is pledged as collateral for the Wells Credit Facility, a revolving credit facility among the Company as Collateral Manager, New Mountain Guardian III SPV, L.L.C. ("GIII SPV") as the Borrower, Wells Fargo Bank, National Association as the Administrative Agent, and Collateral Custodian. See Note 6. Borrowings, for details.

(3)Investment is held in 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.

(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 London Interbank Offered Rate (L), 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, 2022.

(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.

(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.

* All or a portion of interest contains PIK interest.

** 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, 2022, 4.24% 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.

Table of Contents

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

Consolidated Schedule of Investments (Continued)

December 31, 2022


	December 31, 2022
Investment Type	Percent of Total Investments at Fair Value
First lien	77.26	%
Second lien	16.94	%
Subordinated	1.49	%
Equity and other	4.31	%
Total investments	100.00	%


	December 31, 2022
Industry Type	Percent of Total Investments at Fair Value
Software	37.73	%
Business Services	20.62	%
Healthcare	19.37	%
Consumer Services	5.70	%
Financial Services	4.81	%
Distribution & Logistics	3.90	%
Consumer Products	2.17	%
Education	1.67	%
Information Technology	1.57	%
Packaging	1.40	%
Specialty Chemicals & Materials	0.86	%
Business Products	0.20	%





Total investments	100.00	%


	December 31, 2022
Interest Rate Type	Percent of Total Investments at Fair Value
Floating rates	95.44	%
Fixed rates	4.56	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Notes to the Consolidated Financial Statements of

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

June 30, 2023

(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 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 BDC, L.L.C. (the "Investment Adviser") 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 $40 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 (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 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, which occurred on August 2, 2019 (the "Initial Drawdown"). 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 is until July 15, 2025, six years from July 15, 2019, 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 the Company's board of directors.

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 our 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; 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.

The Company primarily invests in senior secured debt of U.S. sponsor-backed, middle market companies, defined by 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.

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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 June 30, 2023, the Company's top five industry concentrations were software, business services, healthcare, consumer services and financial services.

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 Article 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, 2023.

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 Company's board of directors 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:

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

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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 Company's board of directors; 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 June 30, 2023 and December 31, 2022.

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 six months ended June 30, 2023, the Company recognized PIK interest from investments of $2,760 and $5,391, respectively, and PIK dividends from investments of $2,388 and $4,724, respectively. For the three and six months ended June 30, 2022, the Company recognized PIK interest from investments of $1,771 and $3,354, respectively, and PIK dividends from investments of $1,872 and $3,686, respectively.

Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.

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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 June 30, 2023 and December 31, 2022, no investments were on non-accrual status.

Fee income: Fee income represents delayed compensation, amendment fees, revolver fees, upfront 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. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.

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.

For the three and six months ended June 30, 2023, the Company recognized a total income tax provision of approximately $2,294 and $2,362, respectively, for the Company's consolidated subsidiary. For the three and six months ended June 30, 2022, the Company recognized a total income tax benefit (provision) of approximately $16 and $(107), respectively, for the Company's consolidated subsidiary. For the three and six months ended June 30, 2023, the Company recorded current income tax expense of approximately $2,199 and $2,215, respectively, and deferred income tax provision of approximately $95 and $147, respectively, for the Company's consolidated subsidiary. For the three and six months ended June 30, 2022, the

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Company recorded current income tax benefit of approximately $172 and $49, respectively, and deferred income tax provision of $156 and $156, respectively, for the Company's consolidated subsidiary.

As of June 30, 2023 and December 31, 2022, the Company had $480 and $333, respectively, of deferred tax liabilities primarily relating to deferred taxes attributable to certain differences between the computation of income for the 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, 2022. The 2019 through 2022 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 Company's board of directors. 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.

Note 3. Investments

At June 30, 2023, the Company's investments consisted of the following:

Investment Cost and Fair Value by Type


	Cost		Fair Value
First lien	$	1,618,961	$	1,600,590
Second lien	373,072		349,099
Subordinated	35,211		34,557
Equity and other	95,085		93,056
Total investments	$	2,122,329	$	2,077,302

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Investment Cost and Fair Value by Industry


	Cost		Fair Value
Software	$	794,269	$	783,809
Business Services	453,915		448,393
Healthcare	414,417		397,480
Consumer Services	127,083		125,837
Financial Services	81,696		81,222
Distribution & Logistics	83,586		80,720
Consumer Products	44,578		41,353
Education	35,983		34,318
Information Technology	32,521		32,533
Packaging	29,376		29,036
Specialty Chemicals & Materials	18,881		18,235
Business Products	6,024		4,366





Total investments	$	2,122,329	$	2,077,302

At December 31, 2022, the Company's investments consisted of the following:

Investment Cost and Fair Value by Type


	Cost		Fair Value
First lien	$	1,609,747	$	1,586,875
Second lien	376,051		347,952
Subordinated	31,265		30,622
Equity and other	90,143		88,490
Total investments	$	2,107,206	$	2,053,939

Investment Cost and Fair Value by Industry


	Cost		Fair Value
Software	$	787,131	$	775,032
Business Services	434,189		423,595
Healthcare	415,568		397,762
Consumer Services	118,853		116,931
Financial Services	100,638		98,801
Distribution & Logistics	83,210		80,165
Consumer Products	45,138		44,607
Education	35,968		34,249
Information Technology	32,501		32,233
Packaging	29,392		28,793
Specialty Chemicals & Materials	18,628		17,715
Business Products	5,990		4,056





Total investments	$	2,107,206	$	2,053,939

As of June 30, 2023, the Company had unfunded commitments on revolving credit facilities of $80,375 and no unfunded commitments on bridge facilities. As of June 30, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $113,438. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of June 30, 2023.

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As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $81,811 and no unfunded commitments on bridge facilities. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $152,699. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2022.

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

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;

•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.

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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 fall into as of June 30, 2023:


	Total		Level I		Level II		Level III
First lien	$	1,600,590	$	—	$	3,175	$	1,597,415
Second lien	349,099		—		33,288		315,811
Subordinated	34,557		—		817		33,740
Equity and other	93,056		—		—		93,056
Total investments	$	2,077,302	$	—	$	37,280	$	2,040,022

The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2022:


	Total		Level I		Level II		Level III
First lien	$	1,586,875	$	—	$	7,061	$	1,579,814
Second lien	347,952		—		48,183		299,769
Subordinated	30,622		—		764		29,858
Equity and other	88,490		—		—		88,490
Total investments	$	2,053,939	$	—	$	56,008	$	1,997,931

The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended June 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2023:


	Total		First Lien		Second Lien		Subordinated		Equity and other
Fair Value, March 31, 2023	$	1,996,656	$	1,583,517	$	292,826	$	30,009	$	90,304
Total gains or losses included in earnings:

Net change in unrealized appreciation of investments	5,379		2,466		2,369		127		417
Purchases, including capitalized PIK and revolver fundings	34,321		28,382		—		3,604		2,335
Proceeds from sales and paydowns of investments	(16,950)		(16,950)		—		—		—
Transfers into Level III(1)	20,616		—		20,616		—		—

Fair Value, June 30, 2023	$	2,040,022	$	1,597,415	$	315,811	$	33,740	$	93,056
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	5,379	$	2,466	$	2,369	$	127	$	417

(1)As of June 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.

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The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended June 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2022:


	Total		First Lien		Second Lien		Subordinated		Equity and other
Fair Value, March 31, 2022	$	1,666,499	$	1,320,336	$	260,072	$	9,687	$	76,404
Total gains or losses included in earnings:

Net change in unrealized depreciation of investments	(9,323)		(1,138)		(6,603)		(4)		(1,578)
Purchases, including capitalized PIK and revolver fundings	263,385		252,530		—		286		10,569
Proceeds from paydowns of investments	(45,552)		(45,552)		—		—		—
Transfers into Level III(1)	88,913		37,417		51,496		—		—
Transfers out of Level III(1)	(55,873)		(35,033)		(20,840)		—		—
Fair Value, June 30, 2022	$	1,908,049	$	1,528,560	$	284,125	$	9,969	$	85,395
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(9,700)	$	(1,515)	$	(6,603)	$	(4)	$	(1,578)

(1)As of June 30, 2022, portfolio investments were 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.

The following table summarizes the changes in fair value of Level III portfolio investments for the six months ended June 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 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 losses on investments	(339)		(339)		—		—		—
Net change in unrealized appreciation (depreciation) of investments	9,217		5,840		3,788		(33)		(378)
Purchases, including capitalized PIK and revolver fundings	76,236		67,377		—		3,915		4,944
Proceeds from paydowns of investments	(55,277)		(55,277)		—		—		—
Transfers into Level III(1)	19,948		—		19,948		—		—
Transfers out of Level III(1)	(7,694)		—		(7,694)		—		—
Fair Value, June 30, 2023	$	2,040,022	$	1,597,415	$	315,811	$	33,740	$	93,056
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:	$	8,198	4,821		$	3,788	$	(33)	$	(378)

(1)As of June 30, 2023, portfolio investments were 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 following table summarizes the changes in fair value of Level III portfolio investments for the six months ended June 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at June 30, 2022:


	Total		First Lien		Second Lien		Subordinated		Equity and other
Fair Value, December 31, 2021	$	1,512,366	$	1,206,596	$	221,895	$	9,390	$	74,485
Total gains or losses included in earnings:

Net change in unrealized depreciation of investments	(8,306)		(614)		(7,193)		(9)		(490)
Purchases, including capitalized PIK and revolver fundings	402,913		382,758		8,167		588		11,400
Proceeds from paydowns of investments	(57,019)		(57,019)		—		—		—
Transfers into Level III(1)	131,306		31,481		99,825		—		—
Transfers out of Level III(1)	(73,211)		(34,642)		(38,569)		—		—
Fair Value, June 30, 2022	$	1,908,049	$	1,528,560	$	284,125	$	9,969	$	85,395
Unrealized depreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(8,683)	$	(991)	$	(7,193)	$	(9)	$	(490)

Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the three and six months ended June 30, 2023 and June 30, 2022. 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.

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.

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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 June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.

The unobservable inputs used in the fair value measurement of the Company's Level III investments as of June 30, 2023 were as follows:

Range

Type

Fair Value as of June 30, 2023

Approach

Unobservable Input

Low

High

Weighted
Average (1)

First lien

1,597,415

Market & income approach

EBITDA multiple

7.3x

70.0x

18.7x

Revenue multiple

4.0x

19.5x

9.6x

Discount rate

8.6

57.6

11.2

Second lien

312,165

Market & income approach

EBITDA multiple

9.5x

22.0x

16.2x

Discount rate

11.3

30.3

13.6

3,646

Market quote

Broker quote

N/A

Subordinated

33,740

Market & income approach

EBITDA multiple

14.0x

32.5x

20.2x

Discount rate

12.7

17.5

13.8

Equity and other

93,056

Market & income approach

EBITDA multiple

11.0x

26.5x

14.3x

Revenue multiple

4.0x

19.5x

6.1x

Discount rate

9.5

16.7

12.7

2,040,022

(1)Unobservable inputs were weighted by the relative fair value of the investments.

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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:

Range

Type

Fair Value as of December 31, 2022(3)

Approach

Unobservable Input

Low

High

Weighted
Average (1)

First lien

1,579,843

Market & income approach

EBITDA multiple

8.7x

70.0x

19.3x

Revenue multiple

6.0x

19.5x

10.4x

Discount rate

8.3

29.4

10.7

(29)

Other

N/A (2)

N/A

Second lien

299,769

Market & income approach

EBITDA multiple

10.0x

32.0x

18.3x

Discount rate

11.2

23.1

12.8

Subordinated

29,858

Market & income approach

EBITDA multiple

14.0x

23.5x

21.4x

Discount rate

13.5%

15.7%

14.7%

Equity and other

88,490

Market & income approach

EBITDA multiple

11.0x

26.5x

16.0x

Revenue multiple

10.5x

19.5x

16.5x

Discount rate

9.3

17.0

12.6

1,997,931

(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.

(3)Revolving credit facilities and delayed draw commitments not completely funded may have negative fair values until they are called and funded.

The Wells Credit Facility (as defined below) and the Unsecured Notes (as defined below) are considered Level III investments. See Note 6. Borrowings for details.

The following are the principal amount and fair value of the Company’s borrowings as of June 30, 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
	June 30, 2023				December 31, 2022
	Principal Amount		Fair Value		Principal Amount		Fair Value
Wells Credit Facility	$	697,600	$	693,704	$	685,600	$	680,211
Unsecured Notes	275,000		250,605		275,000		248,141

Total Borrowings	$	972,600	$	944,309	$	960,600	$	928,352

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 has entered into an Investment Management Agreement (as defined below) with the Investment Adviser. 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.

The Company's board of directors initially approved an investment advisory and management agreement (the "Prior Investment Management Agreement") between the Company and the Investment Adviser on June 18, 2019. Following approval

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from the Company's initial unitholders, the Prior Investment Management Agreement became effective on July 15, 2019. Pursuant to Section 15(a)(2) of the 1940 Act, the Prior Investment Management Agreement had an initial term of two years, concluding on July 15, 2021, which term could be continued only so long as such continuance was approved annually by the Company's board of directors, including a majority of the directors who are not considered "interested persons" of the Company, as the term is used under Section 2(a)(19) of the 1940 Act. Before the Prior Investment Management Agreement’s expiration, the Company inadvertently failed to present the Prior Investment Management Agreement for renewal to its board of directors as required by Section 15(a)(2) of the 1940 Act. The failure to renew the term of the Prior Investment Management Agreement for the succeeding annual period beginning July 15, 2021 was wholly inadvertent and unintentional and did not reflect the intent and desire of the Company's board of directors or the Investment Adviser. Therefore, the Prior Investment Management Agreement was, unbeknownst to all parties involved, terminated effective as of July 15, 2021.

On February 16, 2022, the Company's board of directors approved a new investment advisory and management agreement (the "Investment Management Agreement") between the Company and the Investment Adviser. The Prior Investment Management Agreement and the Investment Management Agreement are identical in all material respects, including the compensation and other terms set forth therein, with the exception that the dates of execution, effectiveness and termination. On March 3, 2022, a majority of the outstanding voting securities of the Company approved the Investment Management Agreement via written consent.

On March 21, 2022, the Company filed an Information Statement on Schedule 14C pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, reflecting the unitholders' approval of the Investment Management Agreement. As a result of this approval, the Investment Management Agreement became effective on April 11, 2022. The Investment Management Agreement will have a term of two years beginning April 11, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the board of directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company's directors who are not parties to the Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act. Although the initial two year term of the Investment Management Agreement would not have expired until April 11, 2024, the Company's board of directors most recently re-approved the Investment Management Agreement on January 24, 2023, at an in-person meeting, for a period of 12 months commencing on March 1, 2023.

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 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 Investment Adviser has entered into agreements with placement agents that provide for ongoing payments from the Investment Adviser based upon the amount of a unitholder's Capital Commitment or capital contributions. Neither the Company nor any unitholders will bear any of the fees paid to placement agents of the Company as any such fees paid by the Company will offset the management fees.

The incentive fee will consist 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, 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.

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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 immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).

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%;

•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 six months ended June 30, 2023 and June 30, 2022, 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 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. 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 as if the entire portfolio was sold at fair value.

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Expense Limitation

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 and (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 Capital Commitments 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 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 six months ended June 30, 2023 and June 30, 2022, there have been no reimbursements from 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 outstanding Units.

The following table summarizes the management fees and incentive fees incurred by the Company for the three and six months ended June 30, 2023 and June 30, 2022.


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Management fee	$	3,299	$	3,302	$	6,598	$	6,605
Less: management fee waiver	—		—		—		(265)
Net management fee	3,299		3,302		6,598		6,340
Incentive fee, excluding accrued incentive fees on capital gains	$	5,773	$	4,215	$	11,590	$	7,750

For the three and six months ended June 30, 2023 and June 30, 2022, no incentive fee on capital gains was accrued or owed under the Investment Management Agreement by the Company, as return of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders did not exceed capital contributions.

The Company has entered into an administration agreement, as amended and restated, with the Administrator (the "Administration Agreement") under which the Administrator provides administrative services. 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 officer and chief compliance officer, and

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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 six months ended June 30, 2023, approximately $213 and $393, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. For the three and six months ended June 30, 2022, approximately $199 and $457 respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of June 30, 2023 and December 31, 2022, approximately $213 and $201, 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 mandates. 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

BMO Subscription Line —On July 30, 2019, the Company entered into a Loan Authorization Agreement with BMO Harris Bank N.A. ("BMO") (as amended, from time to time, and most recently amended on March 9, 2022, the "Loan Authorization Agreement"), which allowed the Company to borrow on a revolving credit basis an aggregate principal amount which could not exceed the lower of $250,000 or 80.0% of the remaining unfunded Capital Commitments of the Company (the

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"BMO Subscription Line"). On March 25, 2022, all outstanding borrowings under the BMO Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments.

From July 30, 2019 to March 9, 2022, the BMO Subscription Line bore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ("LIBOR") for each day plus 2.50% per annum. As of the most recent amendment on March 9, 2022, in addition to certain other changes, the BMO Subscription Line was amended to bear interest at the greater of the prime commercial rate minus 0.25% per annum or the Secured Overnight Financing Rate ("SOFR") Quoted Rate (as defined below) for such day plus 2.50% per annum. SOFR Quoted Rate means as of any day of determination, 3-month Term SOFR on the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.

For the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line), interest expense and amortization of financing costs incurred on the BMO Subscription Line were $653 and $7, respectively. The weighted average interest rate and effective interest rate on the BMO Subscription Line for the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line) were 3.0% and 3.1%, respectively.

Wells Credit Facility—On August 30, 2019, the Company's wholly-owned subsidiary, GIII SPV, entered into the Loan and Security Agreement 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 is structured as a secured revolving credit facility (the "Wells Credit Facility"). The Wells Credit Facility will mature on July 15, 2025 and has a maximum facility amount of $800,000. Under the Wells Credit Facility, GIII SPV is 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 is non-recourse to the Company and is 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 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 Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIII SPV investments, but rather to the performance of the underlying portfolio companies.

As of the amendment on March 11, 2022 and through the time of this Quarterly Report on Form 10-Q, the Wells Credit Facility bears interest at a rate of Daily Simple SOFR plus 1.80% per annum for Broadly Syndicated Loans (as defined in the Fourth Amendment to the Loan and Security Agreement) and Daily Simple SOFR plus 2.30% per annum for all other investments. Previously, the Wells Credit Facility bore interest at a rate of LIBOR plus 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.15% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Fourth Amendment to the Loan and Security Agreement).

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Wells Credit Facility for the three and six months ended June 30, 2023 and June 30, 2022:


	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Interest expense	$	12,787		$	3,852		$	24,480		$	7,191
Non-usage fee	$	127		$	227		$	258		$	265
Amortization of financing costs	$	353		$	325		$	704		$	624
Weighted average interest rate	7.3		%	2.9		%	7.0		%	2.6		%
Effective interest rate	7.6		%	3.4		%	7.4		%	3.0		%
Average debt outstanding	$	697,682		$	519,001		$	695,793		$	546,868

As of June 30, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $697,600 and $685,600, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.

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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 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.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Unsecured Notes for the three and six months ended June 30, 2023 and June 30, 2022:


	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Interest expense	$	2,555		$	2,544		$	5,111		$	4,354

Amortization of financing costs	$	208		$	195		$	413		$	341
Weighted average interest rate	3.7		%	3.7		%	3.7		%	3.7		%
Effective interest rate	4.0		%	4.0		%	4.0		%	4.0		%
Average debt outstanding	$	275,000		$	275,000		$	275,000		$	237,431

As of June 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $275,000 and $275,000, respectively, and the Company was in compliance with the applicable covenants in the Note Purchase Agreement on such dates.

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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 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 June 30, 2023, the Company had unfunded commitments on revolving credit facilities of $80,375, no outstanding bridge financing commitments, and other future funding commitments of $113,438. As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $81,811, no outstanding bridge financing commitments and other future funding commitments of $152,699. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedules of Investments.

The Company also has revolving borrowings available under the Wells Credit Facility as of June 30, 2023 and December 31, 2022. See Note 6. Borrowings, for details.

The Company may from time to time enter into financing commitment letters. As of June 30, 2023 and December 31, 2022, the Company had no commitment letters to purchase investments which could require funding in the future.

Note 9. Members' Capital

The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022. There were no Units issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2023 as the Capital Commitment has been fully drawn as of March 31, 2022.

Drawdown Date

Unit Issue Date

Units Issued

Aggregate Offering Price

March 10, 2022

March 24, 2022

22,981,305

229,812

The following table reflects the distributions declared on the Company's common units for the six months ended June 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

0.585

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The following table reflects the distributions declared on the Company's common units for the six months ended June 30, 2022.

Date Declared

Record Date

Payment Date

Per Unit Amount

March 29, 2022

March 30, 2022

April 20, 2022

0.181

June 27, 2022

June 29, 2022

July 20, 2022

0.217

0.398

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 six months ended June 30, 2023 and June 30, 2022:


	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Earnings per unit—basic & diluted
Numerator for basic & diluted earnings per unit:	$	37,615	$	7,979	$	73,180	$	27,241
Denominator for basic & diluted weighted average unit:	114,906,527		114,906,527		114,906,527		104,495,107
Basic & diluted earnings per unit:	$	0.33	$	0.07	$	0.64	$	0.26

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Note 11. Financial Highlights

The following information sets forth the Company's financial highlights for the six months ended June 30, 2023 and June 30, 2022.


	Six Months Ended
	June 30, 2023			June 30, 2022
Per unit data(1):
Members' capital, December 31, 2022 and December 31, 2021, respectively	$	9.50		$	9.95
Net investment income	0.57			0.42
Net realized and unrealized gains (losses)(2)	0.07			(0.18)
Total net increase	0.64			0.24


Distributions declared to unitholders from net investment income	(0.59)			(0.40)


Members' capital, June 30, 2023 and June 30, 2022, respectively	$	9.55		9.79
Total return based on members' capital(3)	6.81		%	2.48		%
Units outstanding at end of period	114,906,527			114,906,527
Average weighted units outstanding for the period	114,906,527			104,495,107
Average members' capital for the period	$	1,092,874		$	1,038,968
Ratio to average members' capital:
Net investment income(4)	12.12		%	8.53		%
Total expenses, before waivers/reimbursements(4)	9.97		%	5.82		%
Total expenses, net of waivers/reimbursements(4)	9.97		%	5.77		%

Average debt outstanding—Unsecured Notes	$	275,000		$	237,431
Average debt outstanding—BMO Subscription Line(5)	$	—		$	94,578
Average debt outstanding—Wells Credit Facility	$	695,793		$	546,868
Asset coverage ratio	212.83		%	222.04		%
Portfolio turnover	1.92		%	2.49		%

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)The total amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions, which for the six months ended June 30, 2023 and June 30, 2022 were $0.00 and $(0.02), respectively.

(3)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.

(4)Annualized, except organizational and offering costs.

(5)For the six months ended June 30, 2022, average debt outstanding represents the period from January 1, 2022 to March 25, 2022 (termination of the BMO Subscription Line).

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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 six months ended June 30, 2023. 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.

In December 2020, the SEC adopted a rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While the Company's board of directors has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.

Note 13. Subsequent Events

On July 15, 2023, the Company's Investment Period ended.

On August 4, 2023, the Company entered into a custody agreement with Western Alliance Trust Company, N.A. ("WATC"), pursuant to which WATC was appointed to serve as an additional custodian to the Company to hold securities, loans, cash, and other assets on behalf of the Company. Additionally, on August 4, 2023, the Company entered into a custody agreement with Western Alliance Bank ("WAB"), pursuant to which WAB was appointed to hold and act as an additional custodian to the Company with respect to all deposit accounts for funds of the Company placed through the ICS Deposit Placement Agreement.

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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 June 30, 2023, and the related consolidated statements of operations and changes in members’ capital for the three-month and six-month periods ended June 30, 2023 and 2022, the consolidated statement of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, 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, 2022, 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 9, 2023, 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, 2022, 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

August 11, 2023

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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 interest and inflation rates;

•the impact of interest rate volatility, including the decommissioning of LIBOR 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 BDC, L.L.C. (the "Investment Adviser") 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; 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, 2022 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 Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 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 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 $40 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 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

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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 (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 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, which occurred on August 2, 2019 (the "Initial Drawdown"). 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 is until July 15, 2025, six years from July 15, 2019, 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.

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; we consolidate the 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 our 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, defined by annual 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 June 30, 2023, our top five industry concentrations were software, business services, healthcare, consumer services and financial services.

As of June 30, 2023, our members' capital was approximately $1,097.4 million and our portfolio had a fair value of approximately $2,077.3 million in 98 portfolio companies.

Recent Developments

On July 15, 2023, our Investment Period ended.

On August 4, 2023, we entered into a custody agreement with Western Alliance Trust Company, N.A. ("WATC"), pursuant to which WATC was appointed to serve as an additional custodian to hold securities, loans, cash, and other assets on behalf of us. Additionally, on August 4, 2023, we entered into a custody agreement with Western Alliance Bank ("WAB"), pursuant to which WAB was appointed to hold and act as an additional custodian with respect to all deposit accounts for our funds placed through the ICS Deposit Placement Agreement.

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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.

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.

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

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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.

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 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.

•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 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 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 June 30, 2023.

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,

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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 Value in 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 June 30, 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. 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 six months ended June 30, 2023, we recognized PIK interest from investments of approximately $2.8 million and $5.4 million, respectively, and PIK dividends from investments of approximately $2.4 million and $4.7 million, respectively. For the three and six months ended June 30, 2022, we recognized PIK interest from investments of approximately $1.8 million and $3.4 million, respectively, and PIK dividends from investments of approximately $1.9 million and $3.7 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,

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in management's judgment, are likely to remain current. As of June 30, 2023 and December 31, 2022, no investments were on non-accrual status.

Fee income: Fee income represents delayed compensation, amendment fees, revolver fees, upfront 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 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. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.

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 "1" to "4", with "1" being the worst and "4" being the best:

◦Tier 1 – Severe business underperformance and/or severe market headwinds

◦Tier 2 – Significant business underperformance and/or significant market headwinds

◦Tier 3 – Moderate business underperformance and/or moderate market headwinds

◦Tier 4 – Business performance is in-line with or above expectations

•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 Red, Orange, Yellow and Green, with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:

•Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)

•Orange – 2C and 1B

•Yellow – 3C, 2B, and 1A

•Green – 4C, 3B, 2A, 4B, 3A, and 4A

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The following table shows the Risk Ratings of our portfolio companies as of June 30, 2023:


(in millions)	As of June 30, 2023
Risk Rating	Cost		Percent		Fair Value		Percent
Red	$	—	—	%	$	—	—	%
Orange	13.2		0.6	%	7.5		0.4	%
Yellow	122.7		5.8	%	110.5		5.3	%
Green	1,986.4		93.6	%	1,959.3		94.3	%
	$	2,122.3	100.0	%	$	2,077.3	100.0	%

As of June 30, 2023, all investments in our portfolio had a Green Risk Rating, with the exception of six portfolio companies that had a Yellow Risk Rating and one portfolio company 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 $2,077.3 million in 98 portfolio companies at June 30, 2023 and approximately $2,053.9 million in 99 portfolio companies at December 31, 2022.

The following table shows our portfolio and investment activity for the six months ended June 30, 2023 and June 30, 2022:


	Six Months Ended
(in millions)	June 30, 2023		June 30, 2022
New investments in 23 and 38 portfolio companies, respectively	$	40.6	$	379.2
Debt repayments in existing portfolio companies	(7.8)		(44.6)
Sales of securities in 4 and 0 portfolio companies, respectively	(31.7)		—
Change in unrealized appreciation on 66 and 19 portfolio companies, respectively	21.5		1.3
Change in unrealized depreciation on 33 and 81 portfolio companies, respectively	13.3		(17.8)

Recent Accounting Standards Updates

See Item 1.—Financial Statements—Note 12. Recent Accounting Standards Updates for details on recent accounting standards updates.

Results of Operations for the Three Months Ended June 30, 2023 and June 30, 2022

Revenue


	Three Months Ended
(in thousands)	June 30, 2023		June 30, 2022
Total interest income	$	58,172	$	34,365
Dividend income	2,388		1,872
Fee income	728		3,251
Total investment income	$	61,288	$	39,488

Our total investment income increased by approximately $21.8 million, or 55%, for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. For the three months ended June 30, 2023, total investment income of approximately $61.3 million consisted of approximately $54.8 million in cash interest from investments, approximately $2.8 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $0.8 million, approximately $2.4 million in PIK dividends from investments and approximately $0.7 million in fee income.

The increase in interest income of approximately $23.8 million during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 was primarily due to higher LIBOR and SOFR rates on our floating rate assets as well as larger invested balances. Our increase in dividend income for the three months ended June 30, 2023 as

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compared to the three months ended June 30, 2022 was due to one new investment in preferred securities. Fee income during the three months ended June 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to amendment and upfront fees received from four different portfolio companies and a change of control fee received from one of our portfolio companies.

Operating Expenses


	Three Months Ended
(in thousands)	June 30, 2023		June 30, 2022


Net management fee	$	3,299	$	3,302
Interest and other financing expenses	16,041		7,153
Incentive fee	5,773		4,215
Administrative expenses	695		640
Professional fees	494		398

Other general and administrative expenses	67		61
Net expenses before income taxes	26,369		15,769
Income tax expense	2,199		(172)
Net expenses after income taxes	$	28,568	$	15,597

Our total net operating expenses increased by $13.0 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. Our management fee remained relatively flat and our incentive fee increased by approximately $1.6 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. The increase in incentive fees was attributable to an increase in net investment income.

Interest and other financing expenses increased by approximately $8.9 million during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022, primarily due to higher SOFR rates on our floating rate borrowings and higher drawn balances on our revolving credit facility.

Our administrative expenses, professional fees and other general and administrative expenses for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 remained relatively flat. Income tax expense increased by approximately $2.4 million due to estimated income taxes on income allocated to our tax blocker, GIII OEC, which holds preferred shares in OEC Holdco, LLC.

Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation


	Three Months Ended
(in thousands)	June 30, 2023		June 30, 2022
Net realized losses on investments	$	(106)	$	—
Net change in appreciation (depreciation) of investments	5,096		(15,756)
Provision for taxes	(95)		(156)
Net realized and unrealized (losses) gains	$	4,895	$	(15,912)

Our net realized losses and unrealized appreciation resulted in a net gain of approximately $4.9 million for the three months ended June 30, 2023 as compared to net unrealized depreciation resulting in a net loss of approximately $15.9 million for the three months ended June 30, 2022. 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 gain for the three months ended June 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period, partially offset by a realized loss on one position. The provision for income taxes was attributable to an equity investment held as of June 30, 2023 in one of our wholly-owned subsidiaries. The net loss for the three months ended June 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.

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Results of Operations for the Six Months Ended June 30, 2023 and June 30, 2022

Revenue


	Six Months Ended
(in thousands)	June 30, 2023		June 30, 2022
Total interest income	$	113,640	$	64,369
Dividend income	4,724		3,686
Fee income	1,379		5,599
Total investment income	$	119,743	$	73,654

Our total investment income increased by approximately $46.1 million, or 63%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. For the six months ended June 30, 2023, total investment income of approximately $119.7 million consisted of approximately $106.6 million in cash interest from investments, approximately $5.4 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $1.6 million, approximately $4.7 million in PIK dividends from investments and approximately $1.4 million in fee income.

The increase in interest income of approximately $49.3 million during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was primarily due to higher LIBOR and SOFR rates on our floating rate assets as well as larger invested balances. Our increase in dividend income for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was due to one new investment in preferred securities. Fee income during the six months ended June 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to amendment and upfront fees received from seven different portfolio companies and a change of control fee received from one of our portfolio companies.

Operating Expenses


	Six Months Ended
(in thousands)	June 30, 2023		June 30, 2022
Management fee	$	6,598	$	6,605
Less: management fee waiver	—		(265)
Net management fee	6,598		6,340
Interest and other financing expenses	30,987		13,455
Incentive fee	11,590		7,750
Administrative expenses	1,380		1,351
Professional fees	1,052		781

Other general and administrative expenses	233		101
Net expenses before income taxes	51,840		29,778
Income tax expense	2,215		(49)
Net expenses after income taxes	$	54,055	$	29,729

Our total net operating expenses increased by $24.3 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. Our management fee increased by approximately $0.3 million, net of a management fee waiver, and our incentive fee increased by approximately $3.8 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances and increased net investment income.

Interest and other financing expenses increased by approximately $17.5 million during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher SOFR rates on our floating rate borrowings and higher drawn balances on our revolving credit facility.

Our total administrative expenses, professional fees and other general and administrative expenses for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 remained relatively flat. Income tax expense increased by approximately $2.3 million due to estimated income taxes on income allocated to our tax blocker GIII OEC, which holds preferred shares in OEC Holdco, LLC.

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Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation


	Six Months Ended
(in thousands)	June 30, 2023		June 30, 2022
Net realized losses on investments	$	(601)	$	—
Net change in appreciation (depreciation) of investments	8,240		(16,528)
Provision for taxes	(147)		(156)
Net realized and unrealized (losses) gains	$	7,492	$	(16,684)

Our net realized losses and unrealized appreciation resulted in a net gain of approximately $7.5 million for the six months ended June 30, 2023 as compared to net unrealized depreciation resulting in a net loss of approximately $16.7 million for the six months ended June 30, 2022. 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 gain for the six months ended June 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period, partially offset by realized losses on four positions. The provision for income taxes was attributable to an equity investment held as of June 30, 2023 in one of our wholly-owned subsidiaries. The net loss for the six months ended June 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.

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, investments in portfolio companies, 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 the 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 of the 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 June 30, 2023, our asset coverage ratio was 212.8%.

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 June 30, 2023 and December 31, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:


(in millions)	June 30, 2023			December 31, 2022
Capital Commitments	$	1,149.1		$	1,149.1
Unfunded Capital Commitments	—			—
% of Capital Commitments funded	100.0		%	100.0		%

As of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $31.1 million and $28.3 million, respectively. Our cash provided by (used in) operating activities for the six months ended June 30, 2023 and June 30, 2022, were approximately $52.5 million and $(371.7) 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 June 30, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments totaling $193.8 million and $234.5 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

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We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of June 30, 2023 and December 31, 2022, we had no commitment letters to purchase investments, which could require funding in the future. As of June 30, 2023 and December 31, 2022, we had not entered into any bridge financing commitments which could require funding in the future.

Borrowings

BMO Subscription Line—On July 30, 2019, we entered into a Loan Authorization Agreement with BMO Harris Bank N.A. ("BMO") (as amended, from time to time, and most recently amended on March 9, 2022, the "Loan Authorization Agreement"), which allowed us to borrow on a revolving credit basis an aggregate principal amount which could not exceed the lower of $250.0 million or 80.0% of the remaining unfunded Capital Commitments (the "BMO Subscription Line"). On March 25, 2022, all outstanding borrowings under the BMO Subscription Line were repaid and the facility was terminated in connection with the final drawdown on Capital Commitments.

From July 30, 2019 to March 9, 2022, the BMO Subscription Line bore interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month London Interbank Offered Rate ("LIBOR") for each day plus 2.50% per annum. As of the most recent amendment on March 9, 2022, in addition to certain other changes, the BMO Subscription Line was amended to bear interest at the greater of the prime commercial rate minus 0.25% per annum or the three-month SOFR Quoted Rate (as defined below) for such day plus 2.50% per annum. SOFR Quoted Rate means as of any day of determination, 3-month Term SOFR on the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.

See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the BMO Subscription Line for the three and six months ended June 30, 2023 and June 30, 2022.

Wells Credit Facility—On August 30, 2019, our wholly-owned subsidiary, GIII SPV, entered into the Loan and Security Agreement as the borrower, us 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 is structured as a secured revolving credit facility (the "Wells Credit Facility"). The Wells Credit Facility will mature on July 15, 2025 and has a maximum facility amount of $800.0 million. Under the Wells Credit Facility, GIII SPV is 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 is non-recourse to us and is 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 are capitalized on our Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the Wells Credit Facility. The Wells Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIII SPV investments, but rather to the performance of the underlying portfolio companies.

As of the amendment on March 11, 2022 (the "Fourth Amendment to the Loan and Security Agreement") and through the time of this Quarterly Report on Form 10-Q, the Wells Credit Facility bears interest at a rate of Daily Simple SOFR plus 1.80% per annum for Broadly Syndicated Loans (as defined in the Fourth Amendment to the Loan and Security Agreement) and Daily Simple SOFR plus 2.30% per annum for all other investments. Previously, the Wells Credit Facility bore interest at a rate of LIBOR plus 1.65% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.15% per annum for all other investments. The Wells Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Fourth Amendment to the Loan and Security Agreement).

As of June 30, 2023 and December 31, 2022, the outstanding balance on the Wells Credit Facility was $697.6 million and $685.6 million, respectively, and GIII SPV was in compliance with the applicable covenants in the Wells Credit Facility on such dates.

See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Wells Credit Facility for the three and six months ended June 30, 2023 and June 30, 2022.

Unsecured Notes—On August 4, 2021, we 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, we issued to the Purchasers, in a private placement, $125.0 million 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, we issued $50.0 million 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, we entered into a first supplement (the "Supplement") to the Note Purchase Agreement with certain Purchasers. Pursuant to the Supplement, on March 10, 2022, we issued to the Purchasers $100.0 million in aggregate principal amount of 3.95% Series 2022A Senior Notes due July 15, 2025 (the “2022A Unsecured Notes”).

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All fees associated with the origination of the 2021A Unsecured Notes and the 2022A Unsecured Notes (together, the "Unsecured Notes") are capitalized on our 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 we 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.

We are obligated to offer to prepay the Unsecured Notes (i) each time we receive 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 we receive an aggregate amount of net proceeds, or if we are 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) $25.0 million and (B) 10% of the aggregate principal of the Unsecured Notes issued under the Note Purchase Agreement.

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 our 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 us 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 ours 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 we 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 us to comply with the 1940 Act.

The Unsecured Notes are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; and effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) 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 our subsidiaries and financing vehicles.

As of June 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $275.0 million and $275.0 million, respectively, and we were in compliance with the applicable covenants in the Note Purchase Agreement on such dates.

See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Unsecured Notes for the three and six months ended June 30, 2023.

Contractual Obligations

A summary of our significant contractual payment obligations as of June 30, 2023 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)	$	275.0	$	—	$	275.0	$	—	$	—
Wells Credit Facility (2)	697.6		—		697.6		—		—
Total Contractual Obligations	$	972.6	$	—	$	972.6	$	—	$	—

(1)$175.0 million of the 2021A Unsecured Notes will mature on July 15, 2025 unless earlier repurchased, $100.0 million of the 2022A Unsecured Notes will mature on July 15, 2025 unless earlier repurchased.

(2)Under the terms of the $800.0 million Wells Credit Facility, all outstanding borrowings under that facility ($697.6 million as of June 30, 2023) must be repaid on or before July 15, 2025. As of June 30, 2023, there was approximately $102.4 million of possible capacity remaining under the Wells Credit Facility. See "Borrowings", for material details on the Wells Credit Facility.

We have entered into the 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

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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 six months ended June 30, 2023 and June 30, 2022 totaled approximately $67.2 million and $45.7 million, respectively.

Tax characteristics of all distributions paid are reported to unitholders on Form 1099 or 1042 after the end of the calendar year. For the years ended December 31, 2022 and December 31, 2021, total distributions declared were $102.3 million and $44.3 million, respectively, of which the distributions were comprised of approximately 100.00% and 98.59%, respectively, of ordinary income, 0.00% and 1.41%, 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 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 six months ended June 30, 2023, approximately $0.2 million and $0.4 million, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of June 30, 2023, $0.2 million of indirect administrative expenses were included in payable to affiliates on the Consolidated Statements of Assets, Liabilities and Members' Capital.

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•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.

See Item 1.—Financial Statements—Note 5. Agreements and Related Parties in this Quarterly Report on Form 10-Q for more information.

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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. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising 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 three and six months ended June 30, 2023, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of June 30, 2023, approximately 95.1% of investments at fair value (excluding unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR or SOFR floor (includes investments bearing prime interest rate contracts) and approximately 4.9% 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 rates and prime interest rates.

The following table estimates the potential changes in interest income net of interest expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on June 30, 2023. Interest expense is calculated based on the terms of our outstanding revolving credit facilities and unsecured notes. For our floating rate credit facilities, we use the outstanding balance as of June 30, 2023. 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 June 30, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of June 30, 2023, 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)
–25 Basis Points	(1.73)	%
Base Interest Rate	—	%
+100 Basis Points	6.92	%
+200 Basis Points	13.84	%
+300 Basis Points	20.76	%

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Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of June 30, 2023 (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 the fiscal quarter ended June 30, 2023 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 June 30, 2023. 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, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Fund-Level Borrowings". The risks described in our Annual Report on Form 10-K are not the only risks facing us. 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. There have been no material changes during the three months ended June 30, 2023 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 other than those set forth below.

Covenant-lite loans may offer us fewer protections than traditional investments.

Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer financial covenants on the borrower. In particular, borrowers under such covenant-lite loans may have greater flexibility in how they manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.

LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.

The ICE Benchmark Administration ("IBA") (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority ("FCA"), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.

In the United States, the Secured Overnight Financing Rate ("SOFR") is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding US. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.

Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate ("CME Term SOFR"). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month

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CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.

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 entered into any (i) 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 the 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
3.1						Fourth Amended and Restated Limited Liability Company Agreement dated as of June 28, 2023(3)
3.2						Certificate of Formation(2)
4.1						Form of Subscription Agreement(1)
10.1						Custody Agreement, dated as of August 4, 2023, by and among New Mountain Guardian III BDC, L.L.C. and Western Alliance Trust Company, N.A., as Custodian(4)
10.2						Custody Agreement, dated as of August 4, 2023, by and among New Mountain Guardian III BDC, L.L.C. and Western Alliance Bank, as Custodian (included as Schedule C to Exhibit 10.1 hereto)(4)
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 August 10, 2023.

* Filed herewith.

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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 August 11, 2023.


			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/ LAURA C. HOLSON
									Laura C. Holson Chief Financial Officer (Principal Financial and Accounting Officer), Chief Operating Officer and Treasurer