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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 27, 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, NY 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

 

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 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