UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the 

Securities Exchange Act of 1934 

Date of Report (Date of Earliest Event Reported): March 25, 2021

New Mountain Finance Corporation 

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

Emerging growth company  ¨

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.  ¨

On March 25, 2021, New Mountain Finance Corporation (the “Company”) entered into Amendment No. 6 to Loan Financing and Servicing Agreement (the “Sixth Amendment”), which amended the Loan Financing and Servicing Agreement, dated as of December 14, 2018, as amended by Amendment No. 1 thereto, dated as of March 18, 2019, Amendment No. 2 thereto, dated as of June 28, 2019, Amendment No. 3 thereto, dated as of August 12, 2019, Amendment No. 4 thereto, dated as of November 25, 2019, and Amendment No. 5 thereto, dated as of December 12, 2019 (together with the exhibits and schedules thereto, the “DB Credit Facility”), by and among the Company, as the equityholder and the servicer, New Mountain Finance DB, L.L.C., as the borrower (the “Borrower”), Deutsche Bank AG, New York Branch ("DBNY"), as the facility agent (the “Facility Agent”), U.S. Bank National Association, as the collateral agent and collateral custodian, and DBNY as agent and lender, and each of the other agents and lenders from time to time party thereto (the “Lenders”).

Pursuant to the Sixth Amendment, among other things, (i) the revolving period of the DB Credit Facility was extended to March 25, 2024 and the facility termination date of the DB Credit Facility was extended to March 25, 2026, (ii) the Applicable Margin for calculation of the interest rate during the Revolving Period was lowered from 2.60% per annum to 2.35% per annum, and the Applicable Margin for calculation of the interest rate after the Revolving Period will be 2.55% per annum, instead of 2.80% per annum, (iii) the concentration level for Non-First Lien Loans was lowered from 50% to 47.5% of the Excess Concentration Measure, the concentration level for Second Lien Loans was lowered from 40% to 37.5% of the Excess Concentration Measure, the concentration level for Multiple of Recurring Revenue Loans was increased from 25% to 35% of the Excess Concentration Measure, and a new concentration limit for Cov-Lite Loans equal to 50% of the Excess Concentration Measure was added, (iv) the following new Revaluation Events were added: if the Borrower sells or otherwise disposes of a Collateral Obligation at a price less than the lower of (x) 95% and (y) the currently assigned Discount Factor minus 2.00%, or if the related Obligor undergoes a merger, acquisition, consolidation or other restructuring or sells all or substantially all of its assets or acquires all or substantially all of the assets of another Person, and (v) certain other modifications were made to the DB Credit Facility, as set forth in Appendix A to the Sixth Amendment.

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

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

Exhibit No.

SIGNATURE

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