ck0001496099-20230518

As filed with the Securities and Exchange Commission on May 18, 2023

Securities Act File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. □

Post-Effective Amendment No. □

New Mountain Finance Corporation

(Exact name of registrant as specified in charter)

1633 Broadway, 48th Floor

New York, NY 10019

(212) 720-0300

(Address and telephone number, including area code, of principal executive offices)

John R. Kline

President and Chief Executive Officer

New Mountain Finance Corporation

1633 Broadway, 48th Floor

New York, NY 10019

(Name and address of agent for service)

COPIES TO:

Steven B. Boehm, Esq.

Payam Siadatpour, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, D.C. 20001

Tel: (202) 383-0100

Fax: (202) 637-3593

Approximate date of commencement of proposed public offering:

From time to time after the effective date of this Registration Statement.


☐			Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒			Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☒			Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☒			Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐			Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):


☐			When declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:


☐			This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
☐			This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _______.
☐			This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:_______.
☐			This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:_______.

Check each box that appropriately characterizes the Registrant:


☐			Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
☒			Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐			Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒			A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☒			Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐			Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐			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 7(a)(2)(B) of Securities Act.
☐			New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

PROSPECTUS

$750,000,000

New Mountain Finance Corporation

Common Stock

Preferred Stock

Subscription Rights

Warrants

Debt Securities

New Mountain Finance Corporation (“NMFC”, the “Company”, “we”, “us” and “our”) is a Delaware corporation that was originally incorporated on June 29, 2010 and completed its initial public offering (“IPO”) on May 19, 2011. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, primarily consisting of senior secured loans, and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our first lien debt may include traditional first lien senior secured loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt according to the combination of loan characteristics of the unitranche loan. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In some cases, our investments may also include equity interests. Our primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

The investments that we invest in are almost entirely rated below investment grade or may be unrated, which are often referred to as “leveraged loans”, “high yield” or “junk” debt investments, and may be considered “high risk” or speculative compared to debt investments that are rated investment grade. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal and such risk of default could reduce our net asset value (“NAV”) and income distributions. Our investments are also primarily floating rate debt investments that contain interest reset provisions that may make it more difficult for borrowers to make debt repayments to us if interest rates rise. In addition, some of our debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. Our debt investments may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these securities. This illiquidity may make it more difficult to value our investments.

We may offer, from time to time, in one or more offerings or series, up to $750,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, which we refer to, collectively, as the “securities”. The preferred stock, subscription rights, debt securities and warrants offered hereby may be convertible or exchangeable into shares of common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.

In the event we offer common stock, the offering price per share of our common stock less any underwriting discounts or commissions will generally not be less than the NAV per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our NAV per share (i) in connection with a rights offering to our existing stockholders, (ii) with the prior approval of the majority (as defined in the 1940 Act) of our common stockholders or (iii) under such other circumstances as the SEC may permit.

The securities may be offered directly to one or more purchasers, including to existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus. We may not sell any of the securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities.

Our common stock is traded on the NASDAQ Global Select Market (the “NASDAQ”) under the symbol “NMFC”. On May 15, 2023, the last reported sales price on the NASDAQ for our common stock was $11.97 per share.

An investment in our securities is very risky and highly speculative. Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” beginning on page 18 of this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q and in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus, to read about factors you should consider, including the risk of leverage, before investing in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of our securities unless accompanied by a prospectus supplement.

This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered. We file annual, quarterly and current reports, proxy statements and other information with the SEC (http://www.sec.gov), which is available free of charge by contacting us by mail at 1633 Broadway, 48th Floor, New York, New York 10019, on our website at http://www.newmountainfinance.com, by phone at (212) 720-0300 or by email at NMFCIR@newmountaincapital.com. This prospectus should be retained for future reference. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements to this prospectus. The contact information provided above may be used by you to make investor inquiries.

May 18, 2023

You should rely only on the information contained in this prospectus, any prospectus supplement or in any free writing prospectus prepared by, or on behalf of, us or to which we have referred you. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus, any prospectus supplement or in any free writing prospectus prepared by, or on behalf of, us or to which we have referred you. You must not rely upon any information or representation not contained in this prospectus, any such prospectus supplements or free writing prospectuses as if we had authorized it. This prospectus, any such prospectus supplements or free writing prospectuses do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in, or incorporated by reference in, this prospectus, any such prospectus supplements or free writing prospectuses is, or will be, accurate as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since then.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
THE OFFERING			9
FEES AND EXPENSES			14
FINANCIAL HIGHLIGHTS			17
RISK FACTORS			18
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
USE OF PROCEEDS			21
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS			21
SENIOR SECURITIES			24
PORTFOLIO COMPANIES			25
MANAGEMENT			51
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			52
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS			53
PORTFOLIO MANAGEMENT			54
DETERMINATION OF NET ASSET VALUE			57
DIVIDEND REINVESTMENT PLAN			59
DESCRIPTION OF SECURITIES			60
DESCRIPTION OF CAPITAL STOCK			61
DESCRIPTION OF PREFERRED STOCK			65
DESCRIPTION OF SUBSCRIPTION RIGHTS			67
DESCRIPTION OF WARRANTS			69
DESCRIPTION OF DEBT SECURITIES			71
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			86
REGULATION			96
PLAN OF DISTRIBUTION			97
SAFEKEEPING AGENT, CUSTODIAN, TRANSFER AGENT, DISTRIBUTION PAYING AGENT AND REGISTRAR			99
BROKERAGE ALLOCATION AND OTHER PRACTICES			100
LEGAL MATTERS			101
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			101
AVAILABLE INFORMATION			101
PRIVACY NOTICE			102
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			103

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act, we may offer, from time to time, in one or more offerings, up to $750,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of the offering. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of our offerings of securities that we may conduct pursuant to this prospectus. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.

We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information contained in this prospectus or in the documents we incorporate by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, you should carefully read both this prospectus and any applicable prospectus supplements and any related free writing prospectus, together with any exhibits and the additional information described in the sections titled “Available Information,” “Incorporation of Certain Information By Reference,” “Prospectus Summary” and “Risk Factors” in this prospectus.

This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information” in this prospectus.

PROSPECTUS SUMMARY

This summary highlights some of the information included elsewhere in this prospectus or incorporated by reference. It may not contain all the information that is important to you. For a more complete understanding of offerings pursuant to this prospectus, we encourage you to read this entire prospectus and the documents to which we have referred in this prospectus, together with any accompanying prospectus supplements or free writing prospectuses, including the risks set forth under the caption “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus and the applicable prospectus supplement, and the information set forth under the caption “Available Information” in this prospectus.

In this prospectus, unless the context otherwise requires, references to:

•“NMFC”, the “Company”, “we”, “us” and “our” refers to New Mountain Finance Corporation, a Delaware corporation, which was incorporated on June 29, 2010, including, where appropriate, its wholly-owned direct and indirect subsidiaries;

•“NMF Holdings” and “Predecessor Operating Company” refers to New Mountain Finance Holdings, L.L.C., a Delaware limited liability company;

•“NMNLC” refers to New Mountain Net Lease Corporation, a Maryland corporation;

•“NMFDB” refers to New Mountain Finance DB, L.L.C., a Delaware limited liability company;

•“SBIC I GP” refers to New Mountain Finance SBIC G.P. L.L.C., a Delaware limited liability company;

•“SBIC I” refers to New Mountain Finance SBIC L.P., a Delaware limited partnership;

•“SBIC II GP” refers to New Mountain Finance SBIC II G.P. L.L.C., a Delaware limited liability company;

•“SBIC II” refers to New Mountain Finance SBIC II L.P., a Delaware limited partnership;

•“AIV Holdings” refers to New Mountain Finance AIV Holdings Corporation, a Delaware corporation which was incorporated on March 11, 2011, of which Guardian AIV was the sole stockholder;

•“Investment Adviser” refers to New Mountain Finance Advisers BDC, L.L.C., our investment adviser;

•“Administrator” refers to New Mountain Finance Administration, L.L.C., our administrator;

•“New Mountain Capital” refers to New Mountain Capital Group, L.P. together with New Mountain Capital L.L.C. and its affiliates whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital Professionals and other related vehicles, and a minority investor;

•“Predecessor Entities” refers to New Mountain Guardian (Leveraged), L.L.C. and New Mountain Guardian Partners, L.P., together with their respective direct and indirect wholly- owned subsidiaries prior to our initial public offering;

•“NMFC Credit Facility” refers to our Senior Secured Revolving Credit Agreement with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., dated June 4, 2014, as amended (together with the related guarantee and security agreement);

•“Holdings Credit Facility” refers to NMF Holdings’ Third Amended and Restated Loan and Security Agreement with Wells Fargo Bank, National Association, dated October 24, 2017, as amended;

•“Unsecured Management Company Revolver” refers to our Revolving Credit Agreement with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, dated March 30, 2020, as amended;

•“DB Credit Facility” refers to our Loan Financing and Servicing Agreement with Deutsche Bank AG, New York Branch, dated December 14, 2018, as amended;

•“NMNLC Credit Facilities” refer collectively to our Revolving Credit Agreement with KeyBank National Association, dated September 21, 2018, as amended, and our Credit Agreement with City National Bank, dated February 26, 2021, as amended;

•“Predecessor Holdings Credit Facility” refers to NMF Holdings’ Amended and Restated Loan and Security Agreement with Wells Fargo Bank, National Association, dated May 19, 2011, as amended;

•“SLF Credit Facility” refers to NMF SLF’s Loan and Security Agreement with Wells Fargo Bank, National Association, dated October 27, 2010, as amended;

•“2014 Convertible Notes” refers to our 5.00% convertible notes matured June 15, 2019 issued on June 3, 2014 and September 30, 2016 under an indenture dated June 3, 2014, between us and U.S. Bank National Association, as trustee;

•“2016 Unsecured Notes” refers to our 5.313% unsecured notes matured February 16, 2021 issued on May 6, 2016 and September 30, 2016 to institutional investors in a private placement;

•“2017A Unsecured Notes” refers to our 4.760% unsecured notes matured July 15, 2022 issued on June 30, 2017 to institutional investors in a private placement;

•“2018A Unsecured Notes” refers to our 4.870% unsecured notes matured January 30, 2023 issued on January 30, 2018 to institutional investors in a private placement;

•“2018B Unsecured Notes” refers to our 5.36% unsecured notes due June 28, 2023 issued on July 5, 2018 to institutional investors in a private placement;

•“2019A Unsecured Notes” refers to our 5.494% unsecured notes due April 30, 2024 issued on April 30, 2019 to institutional investors in a private placement;

•“2021A Unsecured Notes” refers to our 3.875% unsecured notes due January 29, 2026 issued on January 29, 2021 to institutional investors in a private placement;

•“2022A Unsecured Notes” refers to our 5.900% unsecured notes due June 15, 2027 issued on June 15, 2022 to institutional investors in a private placement;

•“2018 Convertible Notes” refers to our 5.75% convertible notes due August 15, 2023 issued on August 20, 2018, August 30, 2018 and June 7, 2019 under an indenture and a first supplemental indenture, both dated August 20, 2018, between us and U.S. Bank National Association, as trustee;

•“2022 Convertible Notes” refers to our 7.50% convertible notes due October 15, 2025 issued on November 2, 2022 and March 14, 2023 under an indenture, dated August 20, 2018, as supplemented by a third supplemental indenture, dated November 2, 2022 between us and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee;

•“5.75% Unsecured Notes” refers to our 5.75% unsecured notes, prior to their redemption on March 8, 2021, issued on September 25, 2018 and October 17, 2018 under an indenture, dated August 20, 2018, as supplemented by a second supplemental indenture thereto, dated September 25, 2018 between us and U.S. Bank National Association, as trustee;

•“Unsecured Notes” refers to the 2016 Unsecured Notes, the 2017A Unsecured Notes, 2018A Unsecured Notes, 2018B Unsecured Notes, 2019A Unsecured Notes, 2021A Unsecured Notes, 2022A Unsecured Notes and the 5.75% Unsecured Notes; and

•“Convertible Notes” refers to the 2014 Convertible Notes, prior to their repayment on June 15, 2019, the 2018 Convertible Notes and the 2022 Convertible Notes.

Overview

We are a Delaware corporation that was originally incorporated on June 29, 2010 and completed our initial public offering (“IPO”) on May 19, 2011. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As such, we are obligated to comply with certain regulatory requirements. We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Since our IPO, and through March 31, 2023, we have raised approximately $945.6 million in net proceeds from additional offerings of our common stock.

The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles, and a minority investor. New Mountain Capital is a firm with a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit, and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. The Administrator provides the administrative services necessary to conduct our day-to-day operations.

Our investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, primarily consisting of senior secured loans, and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. The first lien debt may include traditional first lien senior secured loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt according to the combination of loan characteristics of the unitranche loan. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In some cases, our investments may also include equity interests.

We make investments through both primary originations and open-market secondary purchases. We primarily target loans to, and invest in, U.S. middle market businesses, a market segment we believe continues to be underserved by other lenders. We define middle market businesses as those business with annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”) between $10.0 million and $200.0 million. Our primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. Similar to us, each of SBIC I’s and SBIC II’s investment objective is to generate current income and capital appreciation under our investment criteria. However, SBIC I’s and SBIC II’s investments must be in SBA eligible small businesses. Our portfolio may be concentrated in a limited number of industries. As of March 31, 2023, our top five industry concentrations were software, business services, healthcare, investment funds (which includes our investments in joint ventures) and education.

The investments that we invest in are almost entirely rated below investment grade or may be unrated, which are often referred to as “leveraged loans”, “high yield” or “junk” debt investments, and may be considered “high risk” or speculative compared to debt investments that are rated investment grade. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce our net asset value (“NAV”) and income distributions. Our investments are also primarily floating rate debt investments that contain interest reset provisions that may make it more difficult for borrowers to make debt repayments to us if interest rates rise. In addition, some of our debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. Our

debt investments may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these securities. This illiquidity may make it more difficult to value our investments.

As of March 31, 2023, our NAV was $1,326.7 million and our portfolio had a fair value of approximately $3,270.3 million in 111 portfolio companies. At March 31, 2023 and December 31, 2022, our weighted average yield to maturity at cost (“YTM at Cost”) was approximately 10.9% and 11.3%, respectively. This YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity.

At March 31, 2023 and December 31, 2022, our weighted average yield to maturity at cost for investments (“YTM at Cost for Investments”) was approximately 9.8% and 10.0%, respectively. This YTM at Cost for Investments calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use the London Interbank Offered Rate (“LIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”), Secured Overnight Financing Rate (“SOFR”) and Euro Interbank Offered Rate (“EURIBOR”) curves at each quarter’s end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR, SONIA, SOFR, and EURIBOR contracts by the individual companies in our portfolio or other factors.

The Investment Adviser

The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. In particular, the Investment Adviser is responsible for identifying attractive investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. We currently do not have, and do not intend to have, any employees. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. The Administrator provides the administrative services necessary to conduct our day-to-day operations. As of March 31, 2023, the Investment Adviser was supported by over 220 employees and senior advisors of New Mountain Capital.

The Investment Adviser is managed by a six member investment committee (the “Investment Committee”), which is responsible for approving purchases and sales of our investments above $10.0 million in aggregate by issuer. The Investment Committee currently consists of Steven B. Klinsky, Robert A. Hamwee, John R. Kline, Adam B. Weinstein and Laura C. Holson. The sixth and final member of the Investment Committee will consist of a New Mountain Capital Managing Director who will hold the position on the Investment Committee on an annual rotating basis. Kyle Peterson served on the Investment Committee from August 2021 to July 2022. Beginning in August 2022, A. Joe Delgado was appointed to the Investment Committee for a one year term. Effective January 1, 2023, Laura C. Holson joined the Investment Committee as a new permanent member. In addition, our executive officers and certain investment professionals of the Investment Adviser are invited to all Investment Committee meetings. Purchases and dispositions below $10.0 million may be approved by our Chief Executive Officer. These approval thresholds are subject to change over time. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in private equity, primary and secondary leveraged credit, private mezzanine finance and distressed debt.

Competitive Advantages

We believe that we have the following competitive advantages over other capital providers to middle market companies:

Proven and Differentiated Investment Style With Areas of Deep Industry Knowledge

In making its investment decisions, the Investment Adviser applies New Mountain Capital’s long-standing, consistent investment approach that has been in place since its founding in 1999. We focus on companies in

defensive growth niches of the middle market space where we believe few debt funds have built equivalent research and operational size and scale.

We benefit directly from New Mountain Capital’s private equity investment strategy that seeks to identify attractive investment sectors from the top down and then works to become a well positioned investor in these sectors. New Mountain Capital focuses on companies and industries with sustainable strengths in all economic cycles, particularly ones that are defensive in nature, that have secular tailwinds and can maintain pricing power in the midst of a recessionary and/or inflationary environment. New Mountain Capital focuses on companies within sectors in which it has significant expertise (examples include software, education, niche healthcare, business services, consumer services and distribution & logistics) while typically avoiding investments in companies with products or services that serve markets that are highly cyclical, have the potential for long-term decline, are overly-dependent on consumer demand or are commodity-like in nature.

In making its investment decisions, the Investment Adviser has adopted the approach of New Mountain Capital, which is based on three primary investment principles:

1.A generalist approach, combined with proactive pursuit of the highest quality opportunities within carefully selected industries, identified via an intensive and structured ongoing research process;

2.Emphasis on strong downside protection and strict risk controls; and

3.Continued search for superior risk adjusted returns, combined with timely, intelligent exits and outstanding return performance.

Experienced Management Team and Established Platform

The Investment Adviser’s team members have extensive experience in the leveraged lending space. Steven B. Klinsky, New Mountain Capital’s Founder, Chief Executive Officer and Managing Director and Chairman of our board of directors, was a general partner of Forstmann Little & Co., a manager of debt and equity funds totaling multiple billions of dollars in the 1980s and 1990s. He was also a co-founder of Goldman, Sachs & Co. LLC’s Leverage Buyout Group in the period from 1981 to 1984. Robert A. Hamwee, our Vice Chairman of the board of directors and Managing Director of New Mountain Capital, was formerly President of GSC Group, Inc. (“GSC”), where he was the portfolio manager of GSC’s distressed debt funds and led the development of GSC’s CLOs. John R. Kline, our President and Chief Executive Officer and Managing Director of New Mountain Capital, worked at GSC as an investment analyst and trader for GSC’s control distressed and corporate credit funds and at Goldman, Sachs & Co. LLC in the Credit Risk Management and Advisory Group. Laura C. Holson, our Chief Operating Officer and interim Chief Financial Officer and Managing Director of New Mountain Capital, joined New Mountain in 2009 as a private equity investment professional and focused on the credit business starting in 2011. She also served as Head of Capital Markets from 2017 to 2021, where she managed the Firm’s financing activities and relationships across its various product lines.

Many of the debt investments that we have made to date have been in the same companies with which New Mountain Capital has already conducted months of intensive acquisition due diligence related to potential private equity investments. We believe that private equity underwriting due diligence is usually more robust than typical due diligence for loan underwriting. In its underwriting of debt investments, the Investment Adviser is able to utilize the research and hands-on operating experience that New Mountain Capital’s private equity underwriting teams possess regarding the individual companies and industries. Business and industry due diligence is led by a team of investment professionals of the Investment Adviser that generally consists of three to seven individuals, typically based on their relevant company and/or industry specific knowledge. Additionally, the Investment Adviser is also able to utilize its relationships with operating management teams and other private equity sponsors. We believe this differentiates us from many of our competitors.

Significant Sourcing Capabilities and Relationships

We believe the Investment Adviser’s ability to source attractive investment opportunities is greatly aided by both New Mountain Capital’s historical and current reviews of private equity opportunities in the business segments

we target. To date, a majority of the investments that we have made are in the debt of companies and industry sectors that were first identified and reviewed in connection with New Mountain Capital’s private equity efforts, and the majority of our current pipeline reflects this as well. Furthermore, the Investment Adviser’s investment professionals have deep and longstanding relationships in both the private equity sponsor community and the lending/agency community which they have and will continue to utilize to generate investment opportunities.

Risk Management through Various Cycles

New Mountain Capital has emphasized tight control of risk since its inception. To date, New Mountain Capital has never experienced a bankruptcy of any of its portfolio companies in its private equity efforts. The Investment Adviser seeks to emphasize tight control of risk with our investments in several important ways, consistent with New Mountain Capital’s historical approach. In particular, the Investment Adviser:

•Emphasizes the origination or purchase of debt in what the Investment Adviser believes are defensive growth companies, which are less likely to be dependent on macro-economic cycles;

•Targets investments in companies that are preeminent market leaders in their own industries, and when possible, investments in companies that have strong management teams whose skills are difficult for competitors to acquire or reproduce; and

•Targets investments in companies with significant equity value in excess of our debt investments.

Access to Non Mark to Market, Seasoned Leverage Facilities

The amount available under the Holdings Credit Facility and DB Credit Facility are generally not subject to reduction as a result of mark to market fluctuations in our portfolio investments. For a detailed discussion of our credit facilities, see “Item 2 — Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Borrowings” in our most recent Quarterly Report on Form 10-Q.

Market Opportunity

We believe that the size of the market for investments that we target, coupled with the demands of middle market companies for flexible sources of capital at competitive terms and rates, create an attractive investment environment for us.

•Large pool of uninvested private equity capital available for new buyouts. We expect that private equity firms will continue to pursue acquisitions and will seek to leverage their equity investments with mezzanine loans and/or senior loans (including traditional first and second lien, as well as unitranche loans) provided by companies such as ours.

•The leverage finance market has a high level of financing needs over the next several years due to significant maturities. We believe that the large dollar volume of loans that need to be refinanced will present attractive opportunities to invest capital in a manner consistent with our stated objectives.

•Middle market companies continue to face difficulties in accessing the capital markets. We believe opportunities to serve the middle market will continue to exist. While many middle market companies were formerly able to raise funds by issuing high-yield bonds, we believe this approach to financing has become more difficult as institutional investors have sought to invest in larger, more liquid offerings.

•Increased regulatory scrutiny of banks has reduced middle market lending. We believe that many traditional bank lenders to middle market businesses have either exited or de-emphasized their service and product offerings in the middle market. These traditional lenders have instead focused on lending and providing other services to large corporate clients. We believe this has resulted in fewer key players and the reduced availability of debt capital to the companies we target.

•Conservative loan to value. As a result of the credit crisis, many lenders are requiring larger equity contributions from financial sponsors. Larger equity contributions create an enhanced margin of safety for lenders because leverage is a lower percentage of the implied enterprise value of the company.

•Attractive pricing. Reduced access to, and availability of, debt capital typically increases the interest rates, or pricing, of loans for middle market lenders. Recent primary debt transactions in this market often include upfront fees, original issue discount, prepayment protections and, in some cases, warrants to purchase common stock, all of which should enhance the profitability of new loans to lenders.

Operating and Regulatory Structure

We are a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act and are required to maintain an asset coverage ratio, as defined in the 1940 Act, of at least 150.0% (which means we can borrow $2 for every $1 of our equity), which was reduced from 200.0% effective as of June 9, 2018 by approval of our stockholders. Changing the asset coverage ratio permits us to double our leverage, which may result in increased leverage risk and increased expenses. We include the assets and liabilities of our consolidated subsidiaries for purposes of satisfying the requirements under the 1940 Act. We received exemptive relief from the SEC on November 6, 2014, allowing us to modify the asset coverage requirement to exclude SBA-guaranteed debentures from this calculation. See “Item 1 — Business — Senior Securities” in our most recent Annual Report on Form 10-K.

We have elected to be treated for U.S. federal income tax purposes, and intend to comply with the requirements to continue to qualify annually as a RIC under Subchapter M of the Code. See “Certain U.S. Federal Income Tax Considerations” in this prospectus. As a RIC, we generally will not be subject to U.S. federal income tax on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends if we meet certain source-of-income, distribution and asset diversification requirements. We intend to distribute to our stockholders substantially all of our annual taxable income except that we may retain certain net capital gains for reinvestment.

We have established the following wholly-owned direct and indirect subsidiaries:

•NMF Holdings and NMFDB, whose assets are used secure the NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;

•SBIC I and SBIC II, who have received licenses from the U.S. Small Business Administration (the “SBA”) to operate as small business investment companies (“SBICs”) under Section 301(c) of the Small Business Investment Act of 1958, as amended (the “1958 Act”) and their general partners, SBIC I GP and SBIC II GP, respectively;

•NMF Ancora Holdings, Inc. (“NMF Ancora”), NMF QID NGL Holdings, Inc. (“NMF QID”), NMF YP Holdings, Inc. (“NMF YP”), NMF Permian Holdings, LLC (“NMF Permian”), NMF HB, Inc. (“NMF HB”), NMF TRM, LLC (“NMF TRM”), NMF Pioneer, Inc. (“NMF Pioneer”) and NMF OEC, Inc. (“NMF OEC”), which are treated as corporations for U.S. federal income tax purposes and are intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); we consolidate these corporations for accounting purposes but the corporations are not consolidated for U.S. federal income tax purposes and may incur income tax expense as a result of their ownership of the portfolio companies; and

•New Mountain Finance Servicing, L.L.C. (“NMF Servicing”), which serves as the administrative agent on certain investment transactions.

NMNLC is a majority-owned consolidated subsidiary of the Company, which acquires commercial real estate properties that are subject to “triple net” leases has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.

Risks

Our business is subject to numerous risks, as described in the section titled “Risk Factors” in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K, in our most recent Quarterly Report on Form 10-Q, as well as in any of our subsequent SEC filings.

Company Information

Our administrative and executive offices are located at 1633 Broadway, 48th Floor, New York, New York 10019, and our telephone number is (212) 720-0300. We maintain a website at http://www.newmountainfinance.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

Presentation of Historical Financial Information and Market Data

Historical Financial Information

Unless otherwise indicated, historical references contained in this prospectus for periods prior to and as of December 31, 2013 in “Senior Securities” relate to NMF Holdings, where NMF Holdings functioned as the operating company. The consolidated financial statements of New Mountain Finance Holdings, L.L.C., formerly known as New Mountain Guardian (Leveraged), L.L.C., and New Mountain Guardian Partners, L.P. are NMF Holdings’ historical consolidated financial statements.

Market Data

Statistical and market data used in this prospectus has been obtained from governmental and independent industry sources and publications. We have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

THE OFFERING

We may offer, from time to time, up to $750,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of each offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus and any related free writing prospectus. The offering price per share of our securities, less any underwriting commissions or discounts, generally will not be less than the NAV per share of our securities at the time of an offering.

However, we may issue securities pursuant to this prospectus at a price per share that is less than our NAV per share (i) in connection with a rights offering to our existing stockholders, (ii) with the prior approval of the majority of our common stockholders or (iii) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below NAV may be dilutive to the NAV of our common stock. See “Item 1A — Risk Factors — Risks Relating to Our Securities” in our most recent Annual Report on Form 10-K.

Our securities may be offered directly to one or more purchasers, including to existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus. We may not sell any of our securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of securities.

Set forth below is additional information regarding offerings of securities pursuant to this prospectus:


Use of Proceeds			Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for new investments in portfolio companies in accordance with our investment objective and strategies described in this prospectus, to temporarily repay indebtedness (which will be subject to reborrowing), to pay our operating expenses and distributions to our stockholders and for general corporate purposes, and other working capital needs. Proceeds not immediately used for new investments or the temporary repayment of debt will be invested in cash, cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of the investment. These securities may have lower yields than the types of investments we would typically make in accordance with our investment objective and, accordingly, may result in lower distributions, if any, during such period. Each prospectus supplement to this prospectus or free writing prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” in this prospectus.

NASDAQ Symbol for our common stock			“NMFC”


Investment Advisory Fees			We pay the Investment Adviser a fee for its services under an investment advisory and management agreement, as amended (the “Investment Management Agreement”) consisting of two components — a base management fee and an incentive fee. Pursuant to Amendment No. 1 to the Investment Management Agreement dated November 1, 2021 (“Amendment No. 1”), the base management fee is calculated at an annual rate of 1.4% of our gross assets, which equals our total assets on the Consolidated Statements of Assets and Liabilities, less cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of our gross assets, which equals our total assets, as determined in accordance with GAAP, less cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter. We have not invested, and currently do not invest, in derivatives. To the extent we invest in derivatives in the future, we will use the actual value of the derivatives, as reported on our Consolidated Statements of Assets and Liabilities, for purposes of calculating our base management fee. Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2023, the Investment Adviser has entered into a fee waiver agreement (the “Fee Waiver Agreement”) pursuant to which the Investment Adviser will waive base management fees in order to reach a target base management fee of 1.25% on gross assets (the “Reduced Base Management Fee”).
			The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of our “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter, subject to a “preferred return”, or “hurdle”, and a “catch-up” feature each as described in the Investment Management Agreement. The second part will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of our “Realized Capital Gains”, if any, on a cumulative basis from inception through the end of the year, computed net of “Realized Capital Losses” and “Unrealized Capital Depreciation” on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee each as described in the Investment Management Agreement. The Investment Adviser cannot recoup management or incentive fees that the Investment Adviser has previously waived. See “Item 1 — Business — Investment Management Agreement” in our most recent Annual Report on Form 10-K.


Administrator			The Administrator serves as our administrator and arranges our office space and provides us with office equipment and administrative services. The Administrator performs, or oversees the performance of, our financial records, prepares reports to our stockholders and reports filed by us with the SEC, monitors the payment of our expenses, and oversees the performance of administrative and professional services rendered to us by others. We reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under an administration agreement, as amended and restated (the “Administration Agreement”). For the three months ended March 31, 2023, approximately $0.6 million of indirect administrative expenses were included in administrative expenses, of which $0 was waived by the Administrator. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three months ended March 31, 2023, the indirect administrative expenses that our Administrator did not waive of approximately $0.6 million represented approximately 0.02% of our gross assets. See “Item 1 — Financial Statements and Supplementary Data — Note 5. Agreements” in our most recent Quarterly Report on Form 10-Q.

Distributions			We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. The quarterly distributions, if any, will be determined by our board of directors. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital, which is a return of a portion of a stockholder’s original investment in our common stock, for U.S. federal income tax purposes. Generally, a return of capital will reduce an investor’s basis in our stock for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. See “Price Range of Common Stock and Distributions” in this prospectus.

Taxation of NMFC			We have elected to be treated for U.S federal income tax purposes, and intend to comply with the requirements to continue to qualify annually as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to U.S. federal income tax on any net ordinary income or capital gains that are timely distributed to our stockholders as distributions. To maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually to our stockholders at least 90.0% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Price Range of Common Stock and Distributions” and “Certain U.S. Federal Income Tax Considerations” in this prospectus.


Dividend Reinvestment Plan			We have adopted an “opt out” dividend reinvestment plan for our stockholders. As a result, if we declare a distribution, then your cash distributions will be automatically reinvested in additional shares of our common stock, unless you specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. Stockholders who receive distributions in the form of our common stock will be subject to the same U.S. federal income tax consequences as stockholders who elect to receive their distributions in cash. We will use only newly issued shares to implement the plan if the price at which newly issued shares are to be credited is equal to or greater than 110.0% of the last determined NAV of our shares. We reserve the right to either issue new shares or purchase shares of our common stock in the open market in connection with our implementation of the plan if the price at which newly issued shares are to be credited to stockholders’ accounts does not exceed 110.0% of the last determined NAV of the shares. See “Dividend Reinvestment Plan” in this prospectus.

Trading at a Discount			Shares of closed-end investment companies frequently trade at a discount to their NAV. The possibility that our common stock may trade at a discount to our NAV per share is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our common stock will trade above, at or below NAV.

License Agreement			We have entered into a royalty-free license agreement with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us a non-exclusive license to use the names “New Mountain” and “New Mountain Finance”, as well as the NMF logo. See “Item 8 — Financial Statements and Supplementary Data — Note 6. Related Parties” in our most recent Annual Report on Form 10-K.

Anti-Takeover Provisions			Our board of directors is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered board of directors also may serve to deter hostile takeovers or proxy contests, as may certain other measures that we may adopt. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. See “Description of Capital Stock — Delaware Law and Certain Certificate of Incorporation and Bylaw Provisions; Anti-Takeover Measures” in this prospectus.


Available Information			We have filed with the SEC a registration statement on Form N-2 together with all amendments and related exhibits under the Securities Act. The registration statement contains additional information about us and the securities being offered by this prospectus. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information is also available free of charge by contacting us at New Mountain Finance Corporation, 1633 Broadway, 48th Floor, New York, New York 10019, by telephone at (212) 720-0300, or on our website at www.newmountainfinance.com. Information contained on our website or on the SEC’s website about us is not incorporated into this prospectus and you should not consider information contained on our website or on the SEC’s website to be part of this prospectus.

Incorporation of certain information by reference			This prospectus is part of a registration statement that we have filed with the SEC. We may “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that information. Any reports filed by us with the SEC subsequent to the date of this prospectus until we have sold all of the securities offered by this prospectus or the offering is otherwise terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus.

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Actual costs and expenses incurred by investors in shares of our common stock may be greater than the percentage estimates in the table below. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you”, “NMFC”, or “us” or that “we”, “NMFC”, or the “Company” will pay fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, you will indirectly bear such fees or expenses as an investor in us. However, you will not be required to deliver any money or otherwise bear personal liability or responsibility for such fees or expenses.


Stockholder transaction expenses (as a percentage of offering price):
Sales load paid	N/A			(1)
Offering expenses borne by us	N/A			(2)
Dividend reinvestment plan expenses	$	15.00		(3)
Total stockholder transaction expenses	—		%
Annual expenses (as a percentage of net assets attributable to common stock)
Base management fees	3.51		%	(4)
Incentive fees payable under the Investment Management Agreement	2.89		%	(5)
Interest payments on borrowed funds	8.97		%	(6)
Other expenses	0.78		%	(7)
Acquired fund fees and expenses	3.52		%	(8)
Total annual expenses	19.67		%	(9)
Base management fee waiver	(0.32)		%	(10)
Total annual expenses after the base management fee waiver	19.35		%	(9)(10)

__________________

(1)In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.

(2)The prospectus supplement corresponding to each offering will disclose the applicable estimated amount of offering expenses of the offering and the offering expenses borne by us as a percentage of the offering price.

(3)If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan. For additional information, see “Dividend Reinvestment Plan” in this prospectus.

(4)The base management fee pursuant to Amendment No. 1 to the Investment Management Agreement is based on an annual rate of 1.4% of our average gross assets for the two most recent quarters, which equals our total assets on the Consolidated Statements of Assets and Liabilities, less cash and cash equivalents. We have not invested, and currently do not invest, in derivatives. To the extent we invest in derivatives in the future, we will use the actual value of the derivatives, as reported on our Consolidated Statements of Assets and Liabilities, for purposes of calculating our base management fee. The base management fee reflected in the table above is based on the three months ended March 31, 2023 and is calculated without deducting any management fees waived.

(5)Assumes that annual incentive fees earned by the Investment Adviser remain consistent with the gross incentive fees earned by the Investment Adviser during the three months ended March 31, 2023 and calculated without deducting any incentive fees waived. For the three months ended March 31, 2023, no incentive fees were waived by the Investment Adviser. The Investment Adviser cannot recoup incentive fees that the Investment Adviser has previously waived. As of March 31, 2023, we did not have a capital gains incentive fee accrual. As we cannot predict whether we will meet the thresholds for incentive fees under the Investment Management Agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred during the three months ended March 31, 2023. For more detailed information about the incentive fee calculations, see “Item 1 — Business — Investment Management Agreement” in our most recent Annual Report on Form 10-K.

(6)We may borrow funds from time to time to make investments to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities or if the economic situation is otherwise conducive to doing so. The costs associated with these borrowings are indirectly borne by our stockholders. As of March 31, 2023, we had $614.7 million, $87.9 million, $186.4 million, $376.8 million, $441.5 million, $300.0 million and $3.1 million of indebtedness outstanding under the Holdings Credit Facility, the NMFC Credit Facility, the DB Credit Facility, the Convertible Notes, the Unsecured Notes, the SBA-guaranteed debentures, and the NMNLC Credit Facility II, respectively. Under the NMFC Credit Facility, we may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2023, we had borrowings denominated in British Pound Sterling (“GBP”) of £22.9 million and Euro (“EUR”) of €0.7 million that have been converted to U.S. dollars. For purposes of this calculation, we have assumed the March 31, 2023 amounts outstanding under the Holdings Credit Facility, NMFC Credit Facility, DB Credit Facility, Convertible Notes, Unsecured Notes, SBA-guaranteed debentures,

and NMNLC Credit Facility II, and have computed interest expense using an assumed interest rate of 7.0% for the Holdings Credit Facility, 6.7% for the NMFC Credit Facility, 7.6% for the DB Credit Facility, 7.0% for the Convertible Notes, 4.8% for the Unsecured Notes, 2.7% for the SBA-guaranteed debentures, and 7.1% for the NMNLC Credit Facility II, which were the rates payable as of March 31, 2023. See “Item 1 — Business — Senior Securities” in our most recent Annual Report on Form 10-K.

(7)“Other expenses” include our overhead expenses, including payments by us under the Administration Agreement based on the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement. Pursuant to the Administration Agreement, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. This expense ratio is calculated without deducting any expenses waived or reimbursed by the Administrator. For the three months ended March 31, 2023, the indirect administrative expenses that our Administrator did not waive of approximately $0.6 million represented approximately 0.02% of our gross assets. See “Item 1 — Financial Statements and Supplementary Data — Note 5. Agreements” in our most recent Quarterly Report on Form 10-Q.

(8)The holders of shares of our common stock indirectly bear the expenses of our investment in NMFC Senior Loan Program III (“SLP III”) and NMFC Senior Loan Program IV, LLC (“SLP IV”). As SLP III and SLP IV are structured as private joint ventures, no management fees are paid by SLP III or SLP IV. Future expenses for SLP III and SLP IV may be substantially higher or lower because certain expenses may fluctuate over time.

(9)The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.

(10)Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2023, the Investment Adviser entered into the Fee Waiver Agreement pursuant to which the Investment Adviser will waive base management fees in order to reach the Reduced Base Management fee. The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. The base management fee waiver reflected in the table above is based on the base management fees waived during the three months ended March 31, 2023. See “Item 1 — Notes to the Consolidated Financial Statements — Note 5. Agreements — Investment Management Agreement” in our most recent Quarterly Report on Form 10-Q.

Example

The following example, required by the SEC, demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our borrowings and annual operating expenses would remain at the levels set forth in the table above. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load and offering expenses. See footnote 6 above for additional information regarding certain assumptions regarding our level of leverage.


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return without realization of any capital gains	$	168	$	443	$	652	$	985

The example should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.

While the example assumes, as required by the applicable rules of the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Investment Management Agreement, which, assuming a 5.0% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the above example. The above illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative

unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return completely in the form of net realized capital gains	$	176	$	460	$	673	$	1,001

The example assumes no sales load. In addition, while the examples assume reinvestment of all distributions at NAV, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date. The market price per share of our common stock may be at, above or below NAV. See “Dividend Reinvestment Plan” in this prospectus for additional information regarding the dividend reinvestment plan.

FINANCIAL HIGHLIGHTS

The financial data as of and for each of the ten years ended December 31, 2022 through December 31, 2013 is set forth in Part II, Item 5 of our most recent Annual Report on Form 10-K and the information in Note 13 to our consolidated financial statements appearing in our most recent Annual Report on Form 10-K is incorporated by reference herein. The financial data has been audited by Deloitte & Touche LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus. A copy of our Annual Report on Form 10-K filed with the SEC may be obtained from www.sec.gov or upon request. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference into this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC.

RISK FACTORS

Investing in our securities involves a high degree of risk. In addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should consider carefully the following information before making an investment in our securities. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, the section titled “Item 1A. Risk Factors” in our most recent Quarterly Report on Form 10-Q, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference in this prospectus or any prospectus supplement, and any free writing prospectus that we may authorize for use in connection with this offering. The risks and uncertainties described in these documents could materially adversely affect our business, financial condition, and results of operations. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our NAV and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, may contain forward-looking statements that involve substantial risks and uncertainties, including statements regarding our future financial condition, business strategy, and plans and objectives of management for future operations. All statements other than statements of historical facts, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions.

Words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “project”, “seek”, “should”, “target”, “will”, “would” or variations of these words and similar expressions are intended to identify forward-looking statements. The forward- looking statements contained in this prospectus, any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, involve risks and uncertainties, including statements as to:

•statements concerning the impact of a protracted decline in the liquidity of credit markets;

•the general economy, including interest and inflation rates, on the industries in which we invest;

•the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates, on our business and our portfolio companies;

•our future operating results, our business prospects, the adequacy of our cash resources and working capital;

•the ability of our portfolio companies to achieve their objectives;

•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;

•the ability of the Investment Adviser or its affiliates to attract and retain highly talented professionals;

•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital;

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward- looking statements, including without limitation:

•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and

•the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in this prospectus and in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and those discussed in other documents we file with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus, any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference, should not be regarded as a representation by us that our plans and objectives will be achieved.

These risks and uncertainties include those described or identified in “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and elsewhere in this prospectus, any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference. You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the applicable date of this prospectus, any applicable prospectus supplement or free writing prospectus, including any documents incorporated by reference, and while we believe such information forms, or will form, a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for new investments in portfolio companies in accordance with our investment objective and strategies described in this prospectus, to temporarily repay indebtedness (which will be subject to reborrowing), to pay our operating expenses, to pay distributions to our stockholders and for general corporate purposes, and other working capital needs. We are continuously identifying, reviewing and, to the extent consistent with our investment objective, funding new investments. As a result, we typically raise capital as we deem appropriate to fund such new investments. The applicable prospectus supplement or a free writing prospectus that we have authorized for use relating to an offering will more fully identify the use of the proceeds from such offering.

We estimate that it will take less than six months for us to substantially invest the net proceeds of any offering made pursuant to this prospectus, depending on the availability of attractive opportunities, market conditions and the amount raised. However, we can offer no assurance that we will be able to achieve this goal.

Proceeds not immediately used for new investments or the temporary repayment of debt will be invested primarily in cash, cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of investment. These securities may have lower yields than the types of investments we would typically make in accordance with our investment objective and, accordingly, may result in lower distributions, if any, during such period.

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on the NASDAQ under the symbol “NMFC”. The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year to date, the NAV per share of our common stock, the high and low closing sale price for our common stock, the closing sale price as a percentage of NAV and the quarterly distributions per share.


	NAV		Closing Sales Price(3)				Premium (Discount) of High Closing Sales to		Premium (Discount) of Low Closing Sales to		Declared Distributions
Fiscal Year Ended	Per Share(2)		High		Low		NAV(4)		NAV(4)		Per Share(5)(6)
December 31, 2023
Second Quarter(1)	*		$	12.25	$	11.42	*		*		$	0.35	(7)
First Quarter	$	13.14	$	13.11	$	11.63	(0.26)	%	(11.52)	%	$	0.32
December 31, 2022
Fourth Quarter	$	13.02	$	12.80	$	11.40	(1.71)	%	(12.46)	%	$	0.32
Third Quarter	$	13.20	$	13.50	$	11.26	2.27	%	(14.70)	%	$	0.30
Second Quarter	$	13.42	$	13.91	$	11.20	3.65	%	(16.54)	%	$	0.30
First Quarter	$	13.56	$	13.85	$	12.94	2.14	%	(4.57)	%	$	0.30
December 31, 2021
Fourth Quarter	$	13.49	$	14.07	$	13.14	4.30	%	(2.59)	%	$	0.30
Third Quarter	$	13.26	$	13.65	$	12.83	2.94	%	(3.24)	%	$	0.30
Second Quarter	$	13.33	$	13.68	$	12.55	2.63	%	(5.85)	%	$	0.30
First Quarter	$	12.85	$	13.39	$	11.36	4.20	%	(11.60)	%	$	0.30

__________________

(1)Period from April 1, 2023 through May 15, 2023.

(2)NAV is determined as of the last date in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(3)Closing sales price is determined as the high or low closing sales price noted within the respective quarter, not adjusted for distributions.

(4)Calculated as of the respective high or low closing sales price divided by the quarter end NAV.

(5)Represents the distributions declared or paid for the specified quarter.

(6)Tax characteristics of all distributions paid are reported to U.S. stockholders on Form 1099 after the end of the calendar year.

(7)Consists of a quarterly distribution of $0.32 per share and a supplemental distribution related to Q1 earnings of $0.03 per share, each payable on June 30, 2023 to holders of record as of June 16, 2023.

*Not determinable at the time of filing.

On May 15, 2023, the last reported sales price of our common stock was $11.97 per share. As of May 15, 2023, we had twelve stockholders of record and one beneficial owner whose shares are held in the names of brokers, dealers, funds, trusts and clearing agencies.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. Since our initial public offering on May 19, 2011, our shares of common stock have traded at times at both a discount and a premium to the net assets attributable to those shares. As of May 15, 2023, our shares of common stock traded at a discount of approximately 8.9% of the NAV attributable to those shares as of March 31, 2023. It is not possible to predict whether the shares offered hereby will trade at, above, or below NAV.

We intend to pay quarterly distributions to our stockholders in amounts sufficient to maintain our status as a RIC. We intend to distribute approximately our entire net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital, which is a return of a portion of a stockholder’s original investment in our common stock, for U.S. federal income tax purposes. Generally, a return of capital will reduce an investor’s adjusted tax basis in our stock for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year.

We maintain an “opt out” dividend reinvestment plan on behalf of our stockholders, pursuant to which each of our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless the stockholder elects to receive cash.

We apply the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders’ accounts is equal to or greater than 110.0% of the last determined NAV of the shares, we will use only newly issued shares to implement the dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock on the NASDAQ on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NASDAQ or, if no sale is reported for such day, the average of their electronically reported bid and ask prices.

If the price at which newly issued shares are to be credited to stockholders’ accounts is less than 110.0% of the last determined NAV of the shares, we will either issue new shares or instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of our common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated.

The following table reflects the cash distributions, including dividends and returns of capital, if any, per share that have been declared by our board of directors for the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Per Share Amount

April 25, 2023

June 16, 2023

June 30, 2023

0.35

(1)

January 24, 2023

March 17, 2023

March 31, 2023

0.32

0.67

November 2, 2022

December 16, 2022

December 30, 2022

0.32

August 3, 2022

September 16, 2022

September 30, 2022

0.30

May 3, 2022

June 16, 2022

June 30, 2022

0.30

February 23, 2022

March 17, 2022

March 31, 2022

0.30

1.22

October 27, 2021

December 16, 2021

December 30, 2021

0.30

July 29, 2021

September 16, 2021

September 30, 2021

0.30

April 30, 2021

June 16, 2021

June 30, 2021

0.30

February 17, 2021

March 17, 2021

March 31, 2021

0.30

1.20

__________________

(1)Consists of a quarterly distribution of $0.32 per share and a supplemental distribution related to Q1 earnings of $0.03 per share.

Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2022 and December 31, 2021, total distributions were $122.4 million and $116.5 million, respectively, of which the distributions were comprised of approximately 70.59% and 90.99%, respectively, of ordinary income, 20.79% and 0.00%, respectively, of long-term capital gains and approximately 8.62% and 9.01%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.

SENIOR SECURITIES

Information about our senior securities as of December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 and information about NMF Holdings’ senior securities as of December 31, 2013 are located in Note 13 to our audited consolidated financial statements in our most recent Annual Report on Form 10-K, and is incorporated by reference into the registration statement of which this prospectus is a part.

PORTFOLIO COMPANIES

The following table sets forth certain information as of March 31, 2023, for each portfolio company in which we had a debt or equity investment. Our portfolio companies are presented in three categories: (1) “Non-Controlled/Non-Affiliated Investments”, which represent portfolio companies in which we own less than 5.0% of the outstanding voting securities of such portfolio company and have no other affiliations, (2) “Non-Controlled/Affiliated Investments”, which denotes investments in which we are an “Affiliated Person”, as defined in the 1940 Act, due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the portfolio company, and (3) “Controlled Investments”, which denotes investments in which we “Control”, as defined in the 1940 Act due to owning or holding the power to vote more than 25.0% of the outstanding voting securities of the investment. We may provide managerial assistance to our portfolio companies, if requested, and may receive rights to observe board meetings.


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

Non-Controlled/Non-Affiliated Investments
AAC Lender Holdings, LLC
American Achievement Corporation (aka AAC Holding Corp.)	Education	First lien(2)(15)	L(M)(43)*	5.75%/PIK + 0.50%	10.92%	9/30/2026	14.10	%	—		$	21,847
1550 W. Mockingbird Lane	Education	First lien(3)(15)	L(M)(43)*	13.50%/PIK + 0.50%	18.67%	9/30/2026	—		—		—
Dallas, Texas 75235	Education	Subordinated(3)(15)	L(Q)(43)*	1.00%/PIK	5.76%	9/30/2026	—		—		—
	Education	First lien(3)(15)(18) - Undrawn	—	—	—	9/30/2026	—		—		—
	Education	Ordinary shares(3)(15)	—	—	—	—	—		7.58	%	—
											21,847
Paw Midco, Inc.
AAH Topco, LLC	Consumer Services	First lien(8)(15)	L(M)	5.50%	10.34%	12/22/2027	9.74	%	—		20,509
3 Landmark Square, Suite 515	Consumer Services	First lien(4)(15)	L(M)	5.50%	10.34%	12/22/2027	9.74	%	—		9,738
Stamford, Connecticut 06901	Consumer Services	First lien(2)(15)(18) - Drawn	L(M)	5.50%	10.25%	12/22/2027	9.63	%	—		17,019
	Consumer Services	First lien(4)(15)(18) - Drawn	L(M)	5.50%	10.25%	12/22/2027	9.63	%	—		5,521
	Consumer Services	Subordinated(3)(15)	FIXED(Q)*	11.50%/PIK	11.50%	12/22/2031	15.98	%	—		12,361
	Consumer Services	Subordinated(4)(15)	FIXED(Q)*	11.50%/PIK	11.50%	12/22/2031	15.98	%	—		4,848
	Consumer Services	First lien(4)(15)(18) - Undrawn	—	—	—	12/22/2023	—		—		(9)
	Consumer Services	First lien(3)(15)(18) - Undrawn	—	—	—	12/22/2027	—		—		(13)
	Consumer Services	First lien(2)(15)(18) - Undrawn	—	—	—	12/22/2023	—		—		(29)
											69,945


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

ACI Group Holdings, Inc.
629 Davis Drive, Suite 300	Healthcare	First lien(2)(15)	L(M)*	4.50% + 1.25%/PIK	10.59%	8/2/2028	9.62	%	—		$	21,248
Morrisville, NC 27560	Healthcare	First lien(3)(15)(18) - Drawn	L(M)*	4.50% + 1.25%/PIK	10.59%	8/2/2028	9.38	%	—		3,232
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	8/2/2027	—		—		(90)
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	8/2/2023	—		—		(187)
	Healthcare	Preferred shares(3)(15)	—	—	—	—	12.28	%	3.57	%	14,082
											38,285
ADG, LLC
29777 Telegraph Road, Suite 3000	Healthcare	First lien(3)(15)(18) - Drawn	P(S)*	4.25%/PIK	12.25%	9/28/2023	10.34	%	—		349
Southfield, MI 48034	Healthcare	Second lien(3)(15)	L(Q)(43)*	10.00%/PIK	14.81%	3/28/2024	—		—		2,667
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	9/28/2023	—		—		(21)
											2,995
Alegeus Technologies Holdings Corp.
1601 Trapelo Road	Healthcare	First lien(8)(15)	L(A)	8.25%	10.95%	9/5/2024	13.72	%	—		13,444
Waltham, MA 02451
AmeriVet Partners Management, Inc.
8610 N. New Braunfels Ave. Suite 500	Consumer Services	First lien(2)(15)	SOFR(Q)	5.50%	10.55%	2/25/2028	9.48	%	—		22,056
San Antonio, TX 78217	Consumer Services	First lien(2)(15)	SOFR(Q)	5.50%	10.55%	2/25/2028	9.00	%	—		3,976
	Consumer Services	First lien(3)(15)(18) - Drawn	SOFR(Q)	5.50%	10.55%	2/25/2028	4.87	%	—		300
	Consumer Services	First lien(3)(15)(18) - Undrawn	—	—	—	2/25/2028	—		—		(19)
	Consumer Services	First lien(3)(15)(18) - Undrawn	—	—	—	2/25/2024	—		—		(107)
											26,206
Anaplan, Inc.
50 Hawthorne Street	Software	First lien(2)(15)	SOFR(M)	6.50%	11.31%	6/21/2029	10.40	%	—		33,282
San Francisco, CA 94105
Ancora Acquisition LLC
8701 Bedford Euless Road, Suite 400	Education	Preferred shares(9)(15)	—	—	—	—	—		3.80	%	158
Hurst, TX 76053


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

Ansira Holdings, Inc.
2300 Locust Street	Business Services	First lien(3)(15)	L(S)(43)*	6.50%/PIK	11.71%	12/20/2024	—		—		$	7,355
St. Louis, MO 63103	Business Services	First lien(3)(15)	L(Q)(43)*	6.50%/PIK	11.45%	12/20/2024	—		—		1,856
	Business Services	First lien(3)(15)(18) - Drawn	SOFR(Q)*	8.00%/PIK + 2.00%	14.91%	12/20/2024	19.88	%	—		341
	Business Services	First lien(3)(15)(18) - Undrawn	—	—	—	11/15/2024	—		—		—
											9,552
Appriss Health Intermediate Holdings, Inc.
Appriss Health, LLC	Healthcare	First lien(8)(15)	L(M)	7.25%	11.96%	5/6/2027	11.74	%	—		6,108
9901 Linn Station Road, Suite 500	Healthcare	First lien(3)(15)(18) - Drawn	L(M)	7.25%	11.93%	5/6/2027	11.83	%	—		204
Louisville, KY 40223	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	5/6/2027	—		—		(4)
	Healthcare	Preferred shares(3)(15)	—	—	—	—	11.47	%	3.11	%	2,626
											8,934
Apptio, Inc.
11100 N.E. 8th Street, Suite 600	Software	First lien(8)(15)	L(Q)	5.00%	9.81%	1/10/2025	10.29	%	—		5,703
Bellevue, WA 98004	Software	First lien(2)(15)	L(Q)	5.00%	9.81%	1/10/2025	10.29	%	—		5,500
	Software	First lien(3)(15)(18) - Drawn	L(Q)	5.00%	9.80%	1/10/2025	12.27	%	—		1,860
	Software	First lien(3)(15)(18) - Undrawn	-	—	—	1/10/2025	—		—		—
											13,063
Associations, Inc.
5401 N. Central Expressway, Suite 300	Business Services	First lien(2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.36%	7/2/2027	10.72	%	—		36,014
Dallas, TX 75205	Business Services	First lien(8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.47%	7/2/2027	10.74	%	—		8,865
	Business Services	First lien(2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.55%	7/2/2027	10.74	%	—		8,865
	Business Services	First lien(8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.48%	7/2/2027	10.73	%	—		5,355
	Business Services	First lien(8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.38%	7/2/2027	10.73	%	—		4,260
	Business Services	First lien(3)(15)(18) - Undrawn	—	—	—	7/2/2027	—		—		—
											63,359


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

Aston FinCo S.a r.l. / Aston US Finco, LLC
Ditton Park, Riding Court Road	Software	Second lien(8)(15)	L(M)	8.25%	13.09%	10/8/2027	12.70	%	—		$	34,459
Datchet, Slough, Berkshire, SL3 9LL
Atlas AU Bidco Pty Ltd
100 Barangaroo Avenue	Business Services	First lien(2)(15)	SOFR(M)	7.25%	11.98%	12/9/2029	11.32	%	—		3,402
Barangaroo NSW 2000	Business Services	First lien(3)(15)(18) - Undrawn	—	—	—	12/9/2028	—		—		(5)
											3,397
Auctane Inc. (fka Stamps.com Inc.)
1990 E Grand Ave	Software	First lien(8)(15)	L(M)	5.75%	10.59%	10/5/2028	9.91	%	—		21,890
El Segundo, CA 09245	Software	First lien(2)(15)	L(M)	5.75%	10.59%	10/5/2028	9.91	%	—		14,804
											36,694
Avalara, Inc.
S255 S. King Street, Suite 1800	Software	First lien(8)(15)	SOFR(Q)	7.25%	12.15%	10/19/2028	11.36	%	—		22,473
Seattle, WA 98104	Software	First lien(2)(15)	SOFR(Q)	7.25%	12.15%	10/19/2028	11.36	%	—		12,865
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	10/19/2028	—		—		(4)
											35,334
Bach Special Limited (Bach Preference Limited)
St. George's Building, Level 12	Education	Preferred shares(3)(15)(29)	—	—	—	—	13.78	%	2.00	%	11,028
2 Ice House Street, Central Hong Kong
Bluefin Holding, LLC
12526 High Bluff Drive, Suite 160	Software	First lien(3)(15)(18) - Drawn	L(Q)	5.75%	10.88%	9/6/2024	12.11	%	—		595
San Diego, CA 92130	Software	Second lien(8)(15)	L(Q)	7.75%	12.70%	9/3/2027	11.99	%	—		17,559
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	9/6/2024	—		—		(16)
											18,138
Brave Parent Holdings, Inc.
11695 Johns Creek Parkway Suite 200	Software	Second lien(5)(15)	L(M)	7.50%	12.34%	4/17/2026	12.13	%	—		21,798
Johns Creek, GA 30097	Software	Second lien(2)(15)	L(M)	7.50%	12.34%	4/17/2026	12.13	%	—		16,104
	Software	Second lien(8)(15)	L(M)	7.50%	12.34%	4/17/2026	12.13	%	—		5,812
											43,714


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)	Fair Value (in thousands)

Bullhorn, Inc.
100 Summer Street, 17th Floor	Software	First lien(2)(15)	L(Q)	5.75%	10.91%	9/30/2026	10.11	%	—	$	16,616
Boston, Massachusetts 02210	Software	First lien(2)(15)	L(Q)	5.75%	10.91%	9/30/2026	10.03	%	—	3,433
	Software	First lien(2)(15)	L(Q)	5.75%	10.91%	9/30/2026	10.16	%	—	769
	Software	First lien(2)(15)	L(Q)	5.75%	10.91%	9/30/2026	10.13	%	—	345
	Software	First lien(2)(15)	L(Q)	5.75%	10.91%	9/30/2026	10.12	%	—	275
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	9/30/2026	—		—	—
										21,438
Calabrio, Inc.
241 N 5th Ave, Suite 1200	Software	First lien(5)(15)	L(Q)	7.00%	12.16%	4/16/2027	11.41	%	—	11,890
Minneapolis, MN 55401	Software	First lien(3)(15)(18) - Drawn	L(Q)	7.00%	11.95%	4/16/2027	11.48	%	—	818
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	4/16/2027	—		—	(24)
										12,684
Cardinal Parent, Inc.
10100 W. Innovation Drive, Suite 300	Software	First lien(4)(15)	L(Q)	4.50%	9.66%	11/12/2027	8.59	%	—	11,136
Milwaukee, WI 53226	Software	Second lien(4)(15)	L(Q)	7.75%	12.90%	11/13/2028	11.79	%	—	9,439
										20,575
Castle Management Borrower LLC
545 East John Carpenter Freeway, Suite 1400	Business Services	First lien(8)(15)	L(Q)	2.19%	3.19%	2/15/2025	6.83	%	—	13,945
Irving, TX 75062
CentralSquare Technologies, LLC
1000 Business Center Drive	Software	Second lien(3)	L(Q)	7.50%	12.66%	8/31/2026	12.15	%	—	41,380
Lake Mary, FL 32746	Software	Second lien(8)	L(Q)	7.50%	12.66%	8/31/2026	12.15	%	—	6,488
										47,868
CFS Management, LLC
1360 East Venice Avenue	Healthcare	First lien(2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	12.16%	7/1/2024	13.16	%	—	10,618
Venice, FL 34285	Healthcare	First lien(2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	12.16%	7/1/2024	13.19	%	—	3,163
										13,781


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)	Fair Value (in thousands)

CG Group Holdings, LLC
14108 S. Western Ave	Specialty Chemicals & Materials	First lien(2)(15)	SOFR(Q)*	6.75% + 2.00%/PIK	13.65%	7/19/2027	13.07	%	—	$	7,379
Gardena, CA 90249	Specialty Chemicals & Materials	First lien(3)(15)(18) - Drawn	SOFR(M)*	6.75% + 2.00%/PIK	13.56%	7/19/2026	13.42	%	—	815
	Specialty Chemicals & Materials	First lien(3)(15)(18) - Undrawn	—	—	—	7/19/2026	—		—	(26)
										8,168
CHA Holdings, Inc.
575 Broadway, Suite 301	Business Services	Second lien(4)(15)	L(Q)	8.75%	13.91%	4/10/2026	13.57	%	—	7,012
Albany, NY 12207	Business Services	Second lien(3)(15)	L(Q)	8.75%	13.91%	4/10/2026	13.57	%	—	4,453
										11,465
Community Brands ParentCo, LLC
9620 Executive Center Dr N, Suite 200	Software	First lien(2)(15)	SOFR(M)	5.75%	10.66%	2/24/2028	9.81	%	—	7,003
St. Petersburg, FL 33702	Software	First lien(3)(15)(18) - Undrawn	—	—	—	2/24/2028	—		—	(8)
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	2/26/2024	—		—	(17)
										6,978
Convey Health Solutions, Inc.
100 SE 3rd Ave, Suite 2600	Healthcare	First lien(4)(15)	SOFR(Q)	5.25%	10.25%	9/4/2026	9.38	%	—	19,168
Fort Lauderdale, FL 33394	Healthcare	First lien(4)(15)	SOFR(Q)	5.25%	10.25%	9/4/2026	9.58	%	—	3,200
										22,368
Coupa Holdings, LLC
1855 South Grant Street	Software	First lien(2)(15)	SOFR(M)	7.50%	12.29%	2/27/2030	11.53	%	—	7,167
San Mateo, CA 94401	Software	First lien(8)(15)	SOFR(M)	7.50%	12.29%	2/27/2030	11.53	%	—	7,167
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	2/27/2029	—		—	(9)
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	8/27/2024	—		—	(11)
										14,314
Coyote Buyer, LLC
10622 West 6400 North	Specialty Chemicals & Materials	First lien(5)(15)	L(S)	6.00%	11.10%	2/6/2026	10.52	%	—	13,760
Cedar City, UT 84721	Specialty Chemicals & Materials	First lien(5)(15)	L(M)	8.00%	12.84%	8/6/2026	12.71	%	—	2,476
	Specialty Chemicals & Materials	First lien(3)(15)(18) - Undrawn	—	—	—	2/6/2025	—		—	—
										16,236


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

CRCI Longhorn Holdings, Inc.
4301 Westbank Drive, Bldg A, Ste 150	Business Services	Second lien(3)(15)	L(M)	7.25%	12.09%	8/10/2026	11.70	%	—		$	17,420
Austin, TX 78746	Business Services	Second lien(8)(15)	L(M)	7.25%	12.09%	8/10/2026	11.70	%	—		7,153
											24,573
Daxko Acquisition Corporation
600 University Park Place, Suite 500	Software	First lien(8)(15)	L(M)	5.50%	10.34%	10/16/2028	9.64	%	—		12,790
Birmingham, AL 35209	Software	First lien(2)(15)	L(M)	5.50%	10.34%	10/16/2028	9.65	%	—		1,078
	Software	First lien(3)(15)(18) - Drawn	P(Q)	4.50%	12.50%	10/15/2027	8.73	%	—		96
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	10/16/2023	—		—		(13)
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	10/15/2027	—		—		(22)
											13,929
DCA Investment Holding, LLC
6240 Lake Osprey Drive	Healthcare	First lien(2)(15)	SOFR(Q)	6.41%	11.30%	4/3/2028	10.32	%	—		19,238
Sarasota, FL 34240	Healthcare	First lien(2)(15)	SOFR(Q)	6.41%	11.30%	4/3/2028	10.30	%	—		10,100
	Healthcare	First lien(2)(15)	SOFR(Q)	6.41%	11.25%	4/3/2028	10.30	%	—		3,216
	Healthcare	First lien(3)(15)(18) - Drawn	SOFR(S)	6.50%	11.24%	4/3/2028	10.69	%	—		1,028
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	12/30/2024	—		—		(26)
											33,556
Dealer Tire Holdings, LLC
7012 Euclid Avenue	Distribution & Logistics	Preferred shares(3)(15)	—	—	—	—	9.71	%	56.27	%	66,117
Cleveland, OH 44103
Deca Dental Holdings LLC
12770 Merit Dr., Suite 850	Healthcare	First lien(2)(15)	L(Q)	5.75%	10.91%	8/28/2028	9.92	%	—		35,714
Dallas, TX 75251	Healthcare	First lien(3)(15)(18) - Drawn	L(Q)	5.75%	10.91%	8/28/2028	9.93	%	—		3,759
	Healthcare	First lien(3)(15)(18) - Drawn	L(Q)	5.75%	10.91%	8/26/2027	10.12	%	—		2,672
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	8/26/2027	—		—		(11)
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	8/28/2023	—		—		(493)
											41,641


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)		Percent of Class Held(48)		Fair Value (in thousands)

DG Investment Intermediate Holdings 2, Inc.
One Commerce Drive	Business Services	Second lien(3)	L(M)	6.75%	11.59%	3/30/2029	10.52	%	—		$	17,983
Schaumburg, IL 60173
Diligent Preferred Issuer, Inc.
Diligent Corporation
111 West 33rd Street, 16th Floor	Software	First lien(2)(15)	L(M)	5.75%	10.59%	8/4/2025	10.46	%	—		16,958
New York, NY 10120	Software	First lien(2)(15)	L(M)	5.75%	10.59%	8/4/2025	10.45	%	—		9,456
	Software	First lien(3)(15)	L(M)	6.25%	11.09%	8/4/2025	11.02	%	—		5,650
	Software	First lien(3)(15)(18) - Drawn	L(M)	6.25%	11.08%	8/4/2025	11.11	%	—		1,057
	Software	First lien(3)(15)(18) - Undrawn	—	—	—	8/4/2025	—		—		(71)
	Software	Preferred shares(3)(15)	—	—	—	—	10.92	%	2.41	%	11,303
											44,353
DOCS, MSO, LLC
9349 Waterstone Blvd., Suite 310	Healthcare	First lien(8)(15)	SOFR(S)	5.75%	10.54%	6/1/2028	9.55	%	—		18,502
Cincinnati, OH 45249	Healthcare	First lien(4)(15)	SOFR(S)	5.75%	10.54%	6/1/2028	9.55	%	—		6,929
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	6/1/2028	—		—		(21)
	Healthcare	First lien(4)(15)(18) - Undrawn	—	—	—	6/3/2024	—		—		(22)
	Healthcare	First lien(3)(15)(18) - Undrawn	—	—	—	6/3/2024	—		—		(58)
											25,330
DS Admiral Bidco, LLC
235 East Palmer Street	Software	First lien(2)(15)	SOFR(Q)	7.00%	11.90%	3/16/2028	11.23	%	—		7,415
Franklin, NC 28734
EAB Global, Inc.
2445 M Street, NW	Education	Second lien(2)(15)	L(M)	6.50%	11.28%	8/16/2029	10.76	%	—		32,603
Washington, DC 20037


Name / Address of Portfolio Company(1)	Industry	Type of Investment	Reference	Spread	Interest Rate(19)	Maturity/Expiration Date	Yield to Maturity Cost(47)	Percent of Class Held(48)			Fair Value (in thousands)

Education Management Corporation
Education Management II LLC
210 Sixth Avenue, 33rd Floor	Education	First lien(2)	P(Q)(43)	6.50%	9.75%	7/2/2020	—	—			$	—
Pittsburgh, PA 15222	Education	First lien(3)	P(Q)(43)	6.50%	9.75%	7/2/2020	—	—			—
	Education	First lien(2)	P(M)(43)	7.50%	13.00%	7/2/2020	—	—			—
	Education	First lien(3)	P(M)(43)	7.50%	13.00%	7/2/2020	—	—			—
	Education	First lien(2)	P(Q)(43)	8.50%	11.75%	7/2/2020	—	—			—
	Education	First lien(3)	P(Q)(43)	8.50%	11.75%	7/2/2020	—	—			—
	Education	First lien(2)	P(Q)(43)	8.50%	11.75%	7/2/2020	—	—			—
	Education	First lien(3)	P(Q)(43)	8.50%	11.75%	7/2/2020	—	—			—
	Education	Ordinary shares(2)	—	—	—	—	—	0.19	%		—
	Education	Ordinary shares(3)	—	—	—	—	—	0.19	%		—
	Education	Preferred shares(2)	—	—	—	—	—	0.26	%	</