false 0001496099 0001496099 2024-02-02 2024-02-02 0001496099 us-gaap:CommonStockMember 2024-02-02 2024-02-02 0001496099 NMFC:Notes8.250PercentDue2028Member 2024-02-02 2024-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 2, 2024

 

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

 

None

(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
8.250% Notes due 2028   NMFCZ   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 1.01. Entry into a Material Definitive Agreement.

 

On February 2, 2024, New Mountain Finance Corporation (the “Company”) entered into the Ninth Amendment to Loan and Security Agreement (the “Ninth Amendment”), which amended the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (together with the exhibits and schedules thereto, the “Holdings Credit Facility”), by and among New Mountain Finance Holdings, L.L.C., as borrower, the Company, as collateral manager, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and swingline lender, the lenders party thereto from time to time, and Wells Fargo, as collateral custodian. Unless otherwise indicated, the terms used below have the meanings ascribed in the Ninth Amendment.

 

The Ninth Amendment amended the Holdings Credit Facility to modify the calculation of the Non-Usage Fee Rate that may be payable by the Company at various points during the term of the Holdings Credit Facility.

 

The description above is qualified in its entirety by reference to the copy of the Ninth Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

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

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

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

 

 

 

SIGNATURE

 

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

 

Date: February 8, 2024

 

 

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Cover
Feb. 02, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 02, 2024
Entity File Number 814-00832
Entity Registrant Name New Mountain Finance Corporation
Entity Central Index Key 0001496099
Entity Tax Identification Number 27-2978010
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1633 Broadway
Entity Address, Address Line Two 48th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019
City Area Code 212
Local Phone Number 720-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol NMFC
Security Exchange Name NASDAQ
8.250% Notes due 2028 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 8.250% Notes due 2028
Trading Symbol NMFCZ
Security Exchange Name NASDAQ
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