UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02. |
Results of Operations and Financial Condition |
On February 27, 2023, New Mountain Finance Corporation (“NMFC” or the “Company”) issued a press release announcing financial results for its quarter and year ended December 31, 2022. The press release is included as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 27, 2023, the Company’s board of directors received and accepted the resignation of Shiraz Y. Kajee as Chief Financial Officer and Treasurer, to become effective April 1, 2023. In submitting his resignation, Mr. Kajee did not express any disagreement on any matter relating to the Company’s operations, policies or practices.
The Company’s board of directors will appoint Laura C. Holson as the interim Chief Financial Officer and Treasurer of the Company upon Mr. Kajee’s departure, which would become effective April 1, 2023, until the Company completes its search for Mr. Kajee’s permanent successor. In addition, Ms. Holson would continue in her role as Chief Operating Officer of the Company. Ms. Holson joined New Mountain Capital, L.L.C. (“New Mountain Capital”) in 2009, and she currently serves as a Managing Director. Ms. Holson is primarily dedicated to the credit business and has been the Chief Operating Officer of New Mountain Capital’s credit platform since January 1, 2022, and the Chief Operating Officer of the Company since February 2022. Ms. Holson previously held a variety of roles within New Mountain Capital, including Head of Capital Markets, and has been a member of its credit team for over 10 years. There is no arrangement or understanding between Ms. Holson and any other person pursuant to which she was appointed as the interim Chief Financial Officer.
The Company’s investment adviser, New Mountain Finance Advisers BDC, L.L.C., believes that its management team, with the overall support of New Mountain Capital, is adequately staffed to support the Company.
| Item 7.01. | Regulation FD Disclosure |
On February 27, 2023, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a first quarter 2023 distribution of $0.32 per share, payable on March 31, 2023 to holders of record as of March 17, 2023. Additionally, on February 27, 2023, NMFC made available on its website, http://www.newmountainfinance.com, a supplemental investor presentation with respect to the earnings release.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Press Release, dated February 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| NEW MOUNTAIN FINANCE CORPORATION | |||
| Date: February 27, 2023 | By: |
/s/ Joseph W. Hartswell | |
| Name: | Joseph W. Hartswell | ||
| Title: | Chief Compliance Officer and Corporate Secretary | ||