false 0001496099 0001496099 2025-01-29 2025-01-29 0001496099 nmfc:CommonStockParValue0.01PerShareMember 2025-01-29 2025-01-29 0001496099 nmfc:Sec8.250NotesDue2028Member 2025-01-29 2025-01-29 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): January 29, 2025

 

 

 

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
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.

 

Amendment No. 2 to the Investment Advisory and Investment Management Agreement

 

On January 29, 2025, New Mountain Finance Corporation, a Delaware corporation (the “Company”) and New Mountain Finance Advisers, L.L.C (formerly known as New Mountain Finance Advisers BDC, L.L.C.) (the “Adviser”), the Company’s registered investment adviser, entered into Amendment No. 2 (the “Amendment”) to the Investment Advisory and Management Agreement, dated as of May 8, 2014 (as amended, the “Investment Management Agreement”). Pursuant to the Amendment, Section 3 of the Investment Management Agreement was amended and restated for the sole purpose of reducing the Base Management Fee (as defined in the Investment Management Agreement) from 1.40% of the Company’s gross assets to 1.25% of the Company’s gross assets. No other changes were made to the Investment Management Agreement.

 

The description above is qualified in its entirety by reference to the copy of the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

d) Exhibits.

 

Exhibit

Number

 

Description

   
10.1   Amendment No. 2 to the Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers, L.L.C.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 1 

 

 

 

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 4, 2025 By: /s/ Eric Kane
    Name: Eric Kane
    Title: Corporate Secretary

 

 2