Exhibit (s)
Calculation of Filing Fee Table
N-2
(Form Type)
New Mountain Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Being
Registered
Proposed
Maximum
Offering
Price Per
Unit
Proposed
Maximum
Aggregate
Offering Price(1)
Fee
Rate
Amount of
Registration
Fee
(1)
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing Fee
Previously Paid in Connection with Unsold Securities
to be
Carried
Forward
Fees to be PaidEquity
Common Stock, $0.001 par value(2)
Equity
Preferred Stock(2)
Other
Subscription Rights(3)
Debt
Debt Securities(4)
Other
Warrants(2)
Unallocated (Universal) ShelfUnallocated (Universal) Shelf
457(o)(1)
$53,061,843.900.00011020$5,847.42
Fees Previously Paid$5,847.42
Carry Forward SecuritiesEquity
Common Stock, $0.001 par value(2)
Equity
Preferred Stock(2)
Other
Subscription Rights(3)
Debt
Debt Securities(4)
Other
Warrants(2)
Unallocated (Universal) ShelfUnallocated (Universal) Shelf415(a)(6)
$696,938,156.10(5)
N-2333-238554May 21, 2020$76,802.58
Total Offering Amount
$750,000,000(6)
$82,650
Total Fees Previously Paid
$76,802.58
Total Fee Offsets
$—
Net Fee Due
$5,847.42(7)
(1)Estimated pursuant to Rule 457 solely for the purposes of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by New Mountain Finance Corporation (the “Registrant”) in connection with the sale by the Registrant of the securities registered under this registration statement.
(2)Subject to Note 6 below, there is being registered hereunder an indeterminate number of shares of common stock, preferred stock, or warrants as may be sold, from time to time. Warrants represent rights to purchase common stock, preferred stock or debt securities.
(3)Subject to Note 6 below, there is being registered hereunder an indeterminate number of subscription rights as may be sold, from time to time, representing rights to purchase common stock.
(4)Subject to Note 6 below, there is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $750,000,000.
(5)Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes $696,938,156.10 in aggregate principal offering price of unsold securities (the “Unsold Securities”) that were previously registered for sale under the Registrant’s Registration Statement on Form N-2 (File No. 333-238554) initially filed on May 21, 2020, which immediately became effective upon filing (the “Prior Registration Statement”). The Registrant previously paid filing fees in the aggregate of $76,802.58 relating to the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid with respect to the Unsold Securities will continue to be applied to such Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
(6)In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $750,000,000.
(7)In connection with a previously withdrawn registration statement on Form N-2 (333-272009), which was filed with the Securities and Exchange Commission by the Registrant on May 17, 2023 and withdrawn on May 18, 2023 (the “Withdrawn Registration Statement”), the Registrant has requested that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Securities and Exchange Commission in connection with the filing of the Withdrawn Registration Statement be credited to the Registrant’s account to be used to offset the filing fee for any future registration statement filed by the Registrant entitled to apply such fees under Rule 457(p), including, but not limited to, this registration statement.