nfmc-20230518

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2023

New Mountain Finance Corporation

(Exact name of registrant as specified in its charter)


Delaware	814-00832	27-2978010
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


1633 Broadway, 48th Floor,
New York,	New York	10019
(Address of principal executive offices)		(Zip Code)

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

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

NMFC

NASDAQ Global Select Market

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

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. ☐

Item 1.01Entry into a Material Definitive Agreement.

On November 3, 2021, New Mountain Finance Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through sales agents, shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

On May 18, 2023, in connection with the effectiveness of the Company’s shelf registration statement on Form N-2 (File No. 333-272060) (the “Registration Statement”), the Company entered into an amendment (the “Amendment”) to the equity distribution agreement, dated November 3, 2021 (the “Equity Distribution Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Raymond James & Associates, Inc. (“Raymond James” and, together with B. Riley, the “Sales Agents”). The Amendment was entered into by and between the Company and the Sales Agents in order to reflect the migration of the ATM Program to the Registration Statement from the Company’s previous shelf registration statement on Form N-2 (File No. 333-238554). Under the Equity Distribution Agreement, as amended by the Amendment, the Company may, but has no obligation to, issue and sell up to $250.0 million in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for their own account. As of May 15, 2023, up to approximately $196.9 million in aggregate amount of the Shares remained available for sale under the ATM Program.

Further details regarding the Equity Distribution Agreement, as amended by the Amendment, and the ATM Program are set forth in the Company’s prospectus supplement, dated May 18, 2023 (the “ATM Prospectus Supplement”) and the accompanying prospectus, dated May 18, 2023 (together with the ATM Prospectus Supplement, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

The Shares, if any, will be issued pursuant to the Registration Statement, the prospectus, dated May 18, 2023, contained therein, and the Prospectus, as supplemented from time to time.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


New Mountain Finance Corporation

By:			/s/ Joseph W. Hartswell
Name:			Joseph W. Hartswell
Title:			Chief Compliance Officer and Corporate Secretary


Exhibit Number						Description

5.1						Opinion of Eversheds Sutherland (US) LLP

10.1						Amendment No.1, dated May 18, 2023, to Equity Distribution Agreement, dated November 3, 2021, between the Company and B. Riley Securities, Inc. and Raymond James & Associates, Inc.

23.1						Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1)

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).