Filed Pursuant to Rule 497(a)
File No. 333-230326
Rule 482 AD
Price Talk: $50MM New Mountain Finance Corporation (NMFC) Registered Convertible Notes Re-Opening - Morgan Stanley and Wells
Fargo Joint Bookrunner
ISSUER: NEW MOUNTAIN FINANCE CORPORATION (THE “COMPANY”)
STRUCTURE: EXISTING CONVERTIBLE NOTES DUE AUGUST 15, 2023
SIZE: $50,000,000 CONVERTIBLE NOTES (PLUS $7,500,000 OVER-ALLOTMENT OPTION)
INITIAL PUBLIC OFFERING PRICE: 100.25-100.75% OF PAR, PLUS ACCRUED
CUSIP: 647551AC4
BOOK-RUNNING MANAGERS: MORGAN STANLEY AND WELLS FARGO SECURITIES
B&D AGENT: MORGAN STANLEY
COUPON: 5.75%
CONVERSION PRICE: APPROXIMATELY $15.18 PER SHARE OF COMMON STOCK
CONVERSION RATE: 65.8762 SHARES OF COMMON STOCK
RANKING: UNSECURED
CALL PROTECTION: CALLABLE AFTER MAY 15, 2023 WITH COUPON MAKE-WHOLE
SCHEDULED INVESTOR PUTS: NONE
FUNDAMENTAL CHANGE: INCLUDES PROTECTION FOR INVESTORS UPON A FUNDAMENTAL CHANGE
SETTLEMENT FEATURE: PHYSICAL
FINANCIAL COVENANTS: MAXIMUM DEBT-TO-EQUITY RATIO OF 1.65 TO 1.00 UPON INCURRENCE AND SECURED DEBT RATIO OF 0.70 TO 1.00 AT
ALL TIMES
DIVIDEND PROTECTION: YES, FOR DIVIDENDS PAID ABOVE $0.34 QUARTERLY
TAKEOVER PROTECTION: YES, STANDARD MATRIX FORMAT
LOCK-UP: 15 DAYS
EXPECTED PRICING DATE: JUNE 4, 2019 AFTER THE CLOSE
FORM OF OFFERING: REGISTERED
USE OF PROCEEDS: REPAY DEBT UNDER CREDIT FACILITIES AND THROUGH RE-BORROWING TO MAKE NEW INVESTMENTS IN ACCORDANCE WITH
INVESTMENT OBJECTIVE
Investors are advised to
carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The preliminary prospectus supplement, dated June 3, 2019, and accompanying base prospectus, dated April 29, 2019, each of which has been
filed with the Securities and Exchange Commission, contain a description of these matters and other important information about the Company and should be read carefully before investing.
The information in such preliminary prospectus supplement and such accompanying base prospectus, and in this announcement, is
not complete and may be changed. The preliminary prospectus supplement, the accompanying base prospectus and this announcement are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any
jurisdiction where such offer and sale is not permitted.
A shelf registration
statement relating to these securities is on file with and has been declared effective by the Securities and Exchange Commission. The offering may be made only by means of a prospectus supplement and an accompanying prospectus, copies of which
may be obtained, when available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by calling (800) 584-6837; or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152-4077, or by calling (800) 326-5897, or by
email: cmclientsupport@wellsfargo.com.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.