New Mountain Finance Corp
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 26, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
| New Mountain Finance Corporation | |
|---|---|
| Consolidated Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023 | 88 |
| Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 | 89 |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 | 90 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 | 91 |
| Consolidated Schedule of Investments as of December 31, 2024 | 92 |
| Consolidated Schedule of Investments as of December 31, 2023 | 121 |
| Notes to the Consolidated Financial Statements of New Mountain Finance Corporation | 148 |
(b)Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:
| Exhibit Number | Description | |
| 3.1(a) | Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(2) | |
| 3.1(b) | Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(3) | |
| 3.1(c) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(26) | |
| 3.2 | Amended and Restated Bylaws of New Mountain Finance Corporation(2) | |
| 4.1 | Form of Stock Certificate of New Mountain Finance Corporation(1) | |
| 4.2 | Indenture by and between New Mountain Finance Corporation, as Issuer, and U.S. Bank National Association, as Trustee, dated August 20, 2018(21) | |
| 4.3 | First Supplemental Indenture, dated August 20, 2018, relating to the 5.75% Convertible Notes Due 2023, by and between New Mountain Finance Corporation and U.S. Bank National Association, as trustee(22) | |
| 4.4 | Form of Global Note 5.75% Convertible Note Due 2023 (included as part of Exhibit (4.3))(21) | |
| 4.5 | Description of Securities* | |
| 4.6 | Third Supplemental Indenture, dated as of November 2, 2022, relating to the 7.50% Notes due 2025, by and between New Mountain Finance Corporation and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee(47) | |
| 4.7 | Form of Global Note 7.50% Note Due 2025 (included as part of Exhibit 4.6))(47) | |
| 4.8 | Fourth Supplemental Indenture, dated as of November 13, 2023, relating to the 8.250% Notes due 2028, by and between New Mountain Finance Corporation and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee(55) | |
| 4.9 | Form of Global Note 8.250% Note Due 2028 (included as part of Exhibit 4.8)(55) | |
| 4.10 | Fifth Supplemental Indenture, dated as of February 1, 2024, relating to the 6.875% Notes due 2029, by and between New Mountain Finance Corporation and U.S. Bank Trust Company, National Association, as trustee(56) | |
| 4.11 | Form of Global Note 6.875% Note due 2029 (included as part of Exhibit 4.10)(56) | |
| 4.12 | Sixth Supplemental Indenture, dated September 26, 2024 relating to the 6.200% Notes due 2027, by and between New Mountain Finance Corporation and U.S. Bank Trust, Company, National Association, as trustee(61) | |
| 4.13 | Form of Global Note 6.200% Note Due 2027 (included as part of Exhibit 4.12)(61) | |
| 10.1 | Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, LLC(6) | |
| 10.2 | Second Amended and Restated Administration Agreement(9) | |
| 10.3 | Amended and Restated Dividend Reinvestment Plan(32) | |
| 10.4 | Form of Trademark License Agreement(1) | |
| 10.5 | Amendment No. 1 to Trademark License Agreement(4) | |
| 10.6 | Form of Indemnification Agreement by and between New Mountain Finance Corporation and each director(1) | |
| 10.7 | Form of Safekeeping Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Safekeeping Agent(1) | |
| 10.8 | Custody Agreement by and between New Mountain Finance Corporation and U.S. Bank National Association(5) | |
| 10.9 | Limited Liability Company Agreement of NMFC Senior Loan Program II LLC, dated March 9, 2016(12) | |
| 10.10 | Limited Liability Company Agreement for NMFC Senior Loan Program III LLC, dated April 25, 2018(19) | |
| 10.11 | Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(15) |
| Exhibit Number | Description | |
| 10.12 | First Amendment to Loan and Security Agreement, dated as of March 30, 2018, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian (18) | |
| 10.13 | Third Amended and Restated Loan and Security Agreement, conformed through Amendment No. 2, dated as of November 19, 2018, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(23) | |
| 10.14 | Form of Joinder Supplement, dated as of December 13, 2018, by and among TIAA, FSB, New Mountain Finance Holdings, L.L.C., as the borrower, and Wells Fargo Bank, National Association, as the administrative agent(25) | |
| 10.15 | Form of Joinder Supplement, dated as of January 8, 2019, by and among Old Second National Bank, New Mountain Finance Holdings, L.L.C., as the borrower, and Wells Fargo Bank, National Association, as the administrative agent(25) | |
| 10.16 | Form of Joinder Supplement, dated as of January 25, 2019, by and among Sumitomo Mitsui Trust Bank, Limited, New York, New Mountain Finance Holdings, L.L.C., as the borrower, and Wells Fargo Bank, National Association, as the administrative agent(25) | |
| 10.17 | Form of Third Amended and Restated to Loan and Security Agreement, conformed through the Third Amendment to Loan and Security Agreement dated as of May 7, 2019, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(30) | |
| 10.18 | Form of Joinder Supplement, dated as of May 7, 2019, by and among Fifth Third Bank, New Mountain Finance Holdings, L.L.C., as the borrower, and Wells Fargo Bank, National Association, as the administrative agent(30) | |
| 10.19 | Incremental Commitment Supplement, dated as of September 6, 2019, to the Third Amended and Restated Loan and Security Agreement, dated October 24, 2017, as amended, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(33) | |
| 10.20 | Form of Joinder Supplement, dated as of September 6, 2019, by and among Old Second National Bank, New Mountain Finance Holdings, L.L.C., as the borrower and Wells Fargo Bank, National Association, as the administrative agent(33) | |
| 10.21 | Form of Joinder Supplement, dated as of September 6, 2019, by and among Raymond James, N.A., New Mountain Finance Holdings, L.L.C., as the borrower and Wells Fargo Bank, National Association, as the administrative agent(33) | |
| 10.22 | Facility Increase Agreement, dated as of September 6, 2019, by and among State Street Bank and Trust Company, New Mountain Finance Holdings, L.L.C., as the borrower and Wells Fargo Bank, National Association, as the Administrative Agent(33) | |
| 10.23 | Form of Fourth Amendment to Loan and Security Agreement, dated as of September 30, 2020, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(37) | |
| 10.24 | Form of Amended and Restated Account Control Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Securities Intermediary(1) | |
| 10.25 | Form of Senior Secured Revolving Credit Agreement, by and between New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent, dated June 4, 2014(7) | |
| 10.26 | Form of Guarantee and Security Agreement dated June 4, 2014, among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent(7) | |
| 10.27 | Amendment No. 1, dated December 29, 2014, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(8) | |
| 10.28 | Amendment No. 2, dated June 26, 2015, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(10) |
| Exhibit Number | Description | |
| 10.29 | Commitment Increase Agreement, dated March 23, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(11) | |
| 10.30 | Commitment Increase Agreement, dated May 4, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(12) | |
| 10.31 | Commitment Increase Agreement, dated January 25, 2018, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(17) | |
| 10.32 | Amendment No. 3, dated February 27, 2018 to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(17) | |
| 10.33 | Amendment No. 4, dated July 5, 2018, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as borrower, Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(20) | |
| 10.34 | Amendment No. 5, dated as of December 12, 2018, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as borrower, Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(25) | |
| 10.35 | Commitment Increase Agreement, dated August 27, 2019 to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(33) | |
| 10.36 | Form of Amendment No. 6, Dated December 10, 2019, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Issuing Bank(34) | |
| 10.37 | Amended and Restated Note Purchase Agreement relating to 5.313% Notes due 2021, dated September 30, 2016, by and between New Mountain Finance Corporation and the purchasers party thereto(13) | |
| 10.38 | Form of First Supplement to the Amended and Restated Note Purchase Agreement relating to 4.760% Notes due 2022, dated June 30, 2017, by and between New Mountain Finance Corporation and the purchasers party thereto(14) | |
| 10.39 | Form of Second Supplement to the Amended and Restated Note Purchase Agreement relating to 4.870% Notes due 2023, dated January 30, 2018, by and between New Mountain Finance Corporation and the purchasers party thereto(16) | |
| 10.40 | Form of Third Supplement to the Amended and Restated Note Purchase Agreement relating to 5.360% Notes due 2023, dated July 5, 2018, by and between New Mountain Finance Corporation and the purchasers party thereto(20) | |
| 10.41 | Form of Fourth Supplement to Amended and Restated Note Purchase Agreement, relating to 5.494% Notes due 2024, dated April 30, 2019, by and between New Mountain Finance Corporation and the purchasers party thereto(29) | |
| 10.42 | Form of Fifth Supplement to Amended and Restated Note Purchase Agreement, relating to 3.875% Notes due 2026, dated January 29, 2021, by and between New Mountain Finance Corporation and the purchasers party thereto(38) | |
| 10.43 | Form of Loan Financing and Servicing Agreement, dated as of December 14, 2018, by and among New Mountain Finance DB, L.L.C., New Mountain Finance Corporation, as equityholder and servicer, the lenders from time to time party thereto, Deutsche Bank, as the facility agent, the other agents from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian(24) | |
| 10.44 | Form of Sale and Contribution Agreement, dated as of December 14, 2018, between New Mountain Finance Corporation, as seller, and New Mountain Finance DB, L.L.C., as purchaser(24) | |
| 10.45 | Form of First Amended and Restated Loan Finance and Servicing Agreement, conformed through Amendment No. 1, dated on March 18, 2019, by and among New Mountain Finance DB, L.L.C., New Mountain Finance Corporation, as equityholder and servicer, the lenders from time to time party thereto, Deutsche Bank, as the facility agent, the other agents from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian(28) | |
| 10.46 | Form of Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of June 28, 2019, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank National Association, as the collateral Agent and collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, agent and a lender(31) |
| Exhibit Number | Description | |
| 10.47 | Form of Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of August 12, 2019, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank National Association, as the collateral Agent and collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, an agent and a lender, and the other agents and lenders party thereto(32) | |
| 10.48 | Form of Joinder Supplement, dated as of October 16, 2019, by and among Hitachi Capital America Corporation, New Mountain Finance DB, L.L.C., as the borrower and Deutsche Bank AG, New York Branch, as facility agent(33) | |
| 10.49 | Form of Amendment No. 5 to Loan Financing and Servicing Agreement, dated as of December 12, 2019, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank National Association, as the collateral Agent and collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, an agent and a lender, and the other agents and lenders party thereto(34) | |
| 10.50 | Amended and Restated Uncommitted Revolving Loan Agreement, by and between New Mountain Finance Corporation, as Borrower, and NMF Investments III, L.L.C., as Lender(35) | |
| 10.51 | Form of Amendment No. 1 to Amended and Restated Loan Agreement, by and between New Mountain Finance Corporation, as Borrower, and NMF Investment III, L.L.C., as Lender(44) | |
| 10.52 | Form of Amendment No. 6 to Loan Financing and Servicing Agreement, dated as of March 25, 2021, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank National Association, as the collateral Agent and collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, an agent and a lender, and the other agents and lenders party thereto(39) | |
| 10.53 | Form of Fifth Amendment to Loan and Security Agreement, dated as of April 20, 2021, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(40) | |
| 10.54 | Fee Waiver Letter Agreement, dated May 4, 2021, delivered pursuant to the Investment Advisory and Management Agreement, by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, L.L.C.(41) | |
| 10.55 | Form of Amended and Restated Senior Secured Revolving Credit Agreement dated as of June 4, 2021, among New Mountain Finance Corporation, as Borrower, the Lenders Party Hereto and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent(42) | |
| 10.56 | Amendment No. 1 to the Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, L.L.C.(43) | |
| 10.57 | Fee Waiver Letter Agreement, dated November 2, 2021, delivered pursuant to the Investment Advisory and Management Agreement, by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, L.L.C.(43) | |
| 10.58 | Equity Distribution Agreement, dated November 3, 2021, by among New Mountain Finance Corporation, New Mountain Finance Advisers BDC, L.L.C., and New Mountain Finance Administration, L.L.C., on the one hand, and B. Riley Securities, Inc. and Raymond James, Inc. & Associates, on the other hand(45) | |
| 10.59 | Form of Sixth Supplement to Amended and Restated Note Purchase Agreement, dated June 15, 2022, by and between New Mountain Finance Corporation and the purchasers party thereto, relating to the 5.90% Series 2022A Senior Notes due June 15, 2027(46) | |
| 10.60 | Form of Private Placement Purchase Agreement, dated as of October 27, 2022, by and among New Mountain Finance Corporation and the investor named therein, on behalf of itself and the accounts listed on Exhibit A thereto for whom such investor holds contractual and investment authority, relating to the 7.50% Convertible Notes due October 15, 2025(47) | |
| 10.61 | Form of Private Placement Purchase Agreement, dated as of March 8, 2023, by and among New Mountain Finance Corporation and the investor named therein, on behalf of itself and the accounts listed on Exhibit A thereto for whom such investor holds contractual and investment authority, relating to the 7.50% Convertible Notes due October 15, 2025(49) | |
| 10.62 | Seventh Amendment to Loan and Security Agreement, dated as of April 28, 2023, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(50) | |
| 10.63 | First Amendment to Loan and Security Agreement, dated as of April 28, 2023, by and among New Mountain Finance Corporation, as the collateral manager, NMFC Senior Loan Program IV LLC as the borrower, NMFC Senior Loan Program I LLC and NMFC Senior Loan Program II as guarantor subsidiaries, Wells Fargo Bank, National Association, as the administrative agent, the lender party thereto and Wells Fargo Bank, National Association, as the collateral custodian(50) |
| Exhibit Number | Description | |
| 10.64 | Amendment No. 1, dated May 18, 2023, to Equity Distribution Agreement, dated November 3, 2021, between New Mountain Finance Corporation and B. Riley Securities, Inc. and Raymond James & Associates, Inc.(51) | |
| 10.65 | Amendment No. 6 to the Credit and Security Agreement, dated as of June 23, 2023, among NMFC Senior Loan Program III LLC, as borrower, New Mountain Finance Corporation, as collateral manager, and Citibank, N.A., as lender and administrative agent(52) | |
| 10.66 | Amendment No. 7 to Loan Financing and Servicing Agreement, dated as of June 29, 2023, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank Trust Company, National Association, as the collateral agent, U.S. Bank National Association, as the collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, an agent and a lender, and the other agents and lenders party thereto(52) | |
| 10.67 | Amendment No. 1 to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 29, 2023, among New Mountain Finance Corporation, as borrower, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and syndication agent(52) | |
| 10.68 | Fee Waiver Letter Delivered to New Mountain Finance Corporation by New Mountain Finance Advisers BDC, L.L.C., dated as of August 7, 2023(53) | |
| 10.69 | Form of Eighth Amendment to Loan and Security Agreement, dated as of October 26, 2023, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(54) | |
| 10.70 | Amendment No. 8 to the Loan Financing and Servicing Agreement, dated as of December 14, 2018, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C. as the borrower, Deutsche Bank AG, New York Branch as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian(54) | |
| 10.71 | Second Amended and Restated Uncommitted Revolving Loan Agreement, by and between New Mountain Finance Corporation, as borrower, and NMF Investments III, L.L.C.. as Lender(54) | |
| 10.72 | Amendment No. 2, dated August 23, 2023 to Equity Distribution Agreement, dated November 3, 2021, between New Mountain Finance Corporation and B. Riley Securities, Inc. and Raymond James & Associates Inc.(57) | |
| 10.73 | Ninth Amended and Restated Loan and Security Agreement, dated as of February 2, 2024, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(57) | |
| 10.74 | Second Amendment to Loan and Security Agreement, dated as of February 14, 2024, by and among New Mountain Finance Corporation, as the collateral manager, NMFC Senior Loan Program IV LLC as the borrower, NMFC Senior Loan Program I LLC and NMFC Senior Loan Program II as guarantor subsidiaries, Wells Fargo Bank,National Association, as the administrative agent, the lender party thereto and Wells Fargo Bank, National Association, as the collateral custodian(57) | |
| 10.75 | Third Amendment to Loan and Security Agreement, dated as of March 27, 2024, by and among New Mountain Finance Corporation, as the collateral manager, NMFC Senior Loan Program IV LLC as the borrower, NMFC Senior Loan Program I LLC and NMFC Senior Loan Program II as guarantor subsidiaries, Wells Fargo Bank, National Association, as the administrative agent, the lender party thereto and Wells Fargo Bank, National Association, as the collateral custodian.(58) | |
| 10.76 | Tenth Amended and Restated Loan and Security Agreement, dated as of April 10, 2024, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian (58) | |
| 10.77 | Amendment No. 2 to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 5, 2024, among New Mountain Finance Corporation, as borrower, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and syndication agent(60) | |
| 10.78 | Amendment No.3, dated June 27, 2024, to Equity Distribution Agreement, dated November 3, 2021, between New Mountain Finance Corporation and B. Riley Securities, Inc. and Raymond James & Associates, Inc.(59) | |
| 10.79 | Amendment No. 7 to the Credit and Security Agreement, dated as of July 3, 2024, by and among NMFC Senior Loan Program III LLC, as borrower, New Mountain Finance Corporation, as collateral manager, the lenders parties thereto, and Citibank, N.A. as lender and administrative agent(60) | |
| 10.80 | Amendment No. 11 to the Loan and Security Agreement, dated as of July 29, 2024, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(60) |
| Exhibit Number | Description | |
| 10.81 | Amendment No.4, dated August 1, 2024, to Equity Distribution Agreement, dated November 3, 2021, between New Mountain Finance Corporation and B. Riley Securities, Inc., Raymond James & Associates, Inc. and Citizens JMP Securities, LLC(62) | |
| 10.82 | Second Amended and Restated Senior Secured Revolving Credit Agreement, by and among New Mountain Finance Corporation, as borrower Sumitomo Mitsui Banking Corporation, as administrative agent, sole lead arranger, and sole book runner, and the lenders party thereto(62) | |
| 10.83 | Twelfth Amended and Restated Loan and Security Agreement, dated as of October 11, 2024, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian(62) | |
| 10.84 | Fourth Amendment to Loan and Security Agreement, dated as of December 20, 2024, by and among New Mountain Finance Corporation, as the collateral manager, NMFC Senior Loan Program IV LLC as the borrower, NMFC Senior Loan Program I LLC and NMFC Senior Loan Program II as guarantor subsidiaries, Wells Fargo Bank,National Association, as the administrative agent, the lender party thereto and Wells Fargo Bank, National Association, as the collateral custodian* | |
| 10.85 | Amendment No. 2 to the Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers, L.L.C.(63) | |
| 10.86 | Fee Waiver Letter Delivered to New Mountain Finance Corporation by New Mountain Finance Advisers, L.L.C., dated as of February 21, 2025* | |
| 14.1 | Code of Ethics(31) | |
| 19.1 | Insider Trading Policies and Procedures(57) | |
| 21.1 | Subsidiaries of New Mountain Finance Corporation: | |
| New Mountain Finance Holdings, L.L.C. (Delaware) | ||
| NMF Ancora Holdings, Inc. (Delaware) | ||
| NMF QID NGL Holdings, Inc. (Delaware) | ||
| NMF YP Holdings, Inc. (Delaware) | ||
| NMF Permian Holdings L.L.C. (Delaware) | ||
| NMF HB, Inc. (Delaware) | ||
| NMF TRM, L.L.C. (Delaware) | ||
| NMF Pioneer, Inc. (Delaware) | ||
| NMF OEC, Inc. (Delaware) | ||
| New Mountain Finance DB, L.L.C. (Delaware) | ||
| New Mountain Finance Servicing, L.L.C. (Delaware) | ||
| New Mountain Finance SBIC G.P., L.L.C. (Delaware) | ||
| New Mountain Finance SBIC II G.P., L.L.C. (Delaware) | ||
| New Mountain Finance SBIC, L.P. (Delaware) | ||
| New Mountain Finance SBIC II, L.P. (Delaware) | ||
| New Mountain Net Lease Corporation (Maryland) | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm* | |
| 23.2 | Consent of Independent Auditors* | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended* | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)* | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)* | |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation(57) | |
| 99.1 | Audited Consolidated Financial Statements of NMFC Senior Loan Program III LLC as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022* |
(1)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.
(2)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on August 11, 2011.
(3)Previously filed in connection with New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation report on Form 8-K filed on August 25, 2011.
(4)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 14, 2011.
(5)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on April 11, 2014.
(6)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on May 8, 2014.
(7)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on June 10, 2014.
(8)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on January 5, 2015.
(9)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 5, 2015.
(10)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on June 30, 2015.
(11)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on March 29, 2016.
(12)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 4, 2016.
(13)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on October 3, 2016.
(14)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on July 3, 2017.
(15)Previously filed in connection with New Mountain Finance Corporation’s current report on Form 8-K filed on October 31, 2017.
(16)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on February 5, 2018.
(17)Previously filed in connection with New Mountain Finance Corporation’s annual report on Form 10-K filed on February 28, 2018.
(18)Previously filed in connection with New Mountain Finance Corporation’s current report on Form 8-K filed on April 5, 2018.
(19)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 7, 2018.
(20)Previously filed in connection with New Mountain Finance Corporation’s current report on Form 8-K filed on July 11, 2018.
(21)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 3 (File No. 333-218040) filed on August 20, 2018.
(22)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 4 (File No. 333-218040) filed on September 25, 2018.
(23)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on November 27, 2018.
(24)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on December 19, 2018.
(25)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 5 (File No. 333-218040) filed on February 13, 2019.
(26)Previously filed in connection with New Mountain Finance Corporation's annual report on Form 10-K filed on February 27, 2019.
(27)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on April 3, 2019.
(28)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File No. 333-230326) filed on April 26, 2019.
(29)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on May 3, 2019.
(30)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on May 9, 2019.
(31)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on July 3, 2019.
(32)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on August 16, 2019.
(33)Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 3 (File No. 333-230326) filed on October 25, 2019.
(34)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on December 16, 2019.
(35)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 6, 2020.
(36)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on September 30, 2020.
(37)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 4, 2020.
(38)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on February 1, 2021.
(39)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on March 31, 2021.
(40)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on April 26, 2021.
(41)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on May 5, 2021.
(42)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on June 9, 2021.
(43)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on November 3, 2021.
(44)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on December 23, 2021.
(45)Previously filed in connection with new Mountain Finance Corporation's current report on Form 8-K filed on November 4, 2021.
(46)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on June 17, 2022.
(47)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on October 28, 2022.
(48)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on November 2, 2022.
(49)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on March 10, 2023.
(50)Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 8, 2023.
(51)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on May 19, 2023.
(52)Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on August 2, 2023.
(53)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on August 9, 2023.
(54)Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on November 2, 2023.
(55)Previously filed in connection with New Mountain Finance Corporation’s current report on Form 8-K filed on November 13, 2023.
(56)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on February 1, 2024.
(57)Previously filed in connection with New Mountain Finance Corporation’s annual report on Form 10-K filed on February 26, 2024.
(58)Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on May 1, 2024.
(59)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on June 27, 2024.
(60)Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on July 31, 2024.
(61)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on September 26, 2024.
(62)Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on October 30, 2024.
(63)Previously filed in connection with New Mountain Finance Corporation's current report on Form 8-K filed on February 4, 2025.
- Filed herewith.
Financial Statement Schedules
No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.