AGREEMENT AND PLAN OF MERGER among NEW MOUNTAIN PRIVATE CREDIT FUND, NEW MOUNTAIN GUARDIAN III BDC, L.L.C. and NEW MOUNTAIN FINANCE ADVISERS, L.L.C. (for the limited purposes set forth herein) Dated as of October 11, 2024Merger Agreement • October 16th, 2024 • New Mountain Guardian III BDC, L.L.C. • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2024 (this “Agreement”), is made by and among New Mountain Private Credit Fund, a Maryland statutory trust (the “Acquiror”), New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Company”), and, solely for purposes of ARTICLE V, Section 7.2, Section 8.2, Section 8.3 and ARTICLE XI, New Mountain Finance Advisers, L.L.C., a Delaware limited liability company and the investment adviser to the Acquiror and the Company (the “Adviser”).
