8-K
New Mountain Finance Corp (NMFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 5, 2024
New
Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 814-00832 | 27-2978010 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation or organization) | (Commission<br><br> File Number) | (IRS Employer<br><br> Identification Number) |
| 1633<br> Broadway, 48th Floor, | ||
| --- | --- | |
| New<br> York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (212
) 720-0300
None
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17<br> CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br> CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol (s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | NMFC | NASDAQ<br> Global Select Market |
| 8.250% Notes due 2028 | NMFCZ | NASDAQ<br> Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
|---|
On June 5, 2024, the Company entered into Amendment No. 2 to the Amended and Restated Senior Secured Revolving Credit Agreement (the “SecondAmendment”), which amended the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 4, 2021, as amended by Amendment No. 1 to the Amended and Restated Senior Secured Revolving Credit Agreement, dated June 29, 2023 (together with the exhibits and schedules thereto, the “NMFC Credit Facility”), by and among the Company, as the borrower, Goldman Sachs Bank USA, as the administrative agent and syndication agent, and the lenders party thereto. Unless otherwise indicated, the terms used below have the meanings ascribed in the Second Amendment.
The Second Amendment amended the NMFC Credit Facility to, among other things, replace the Canadian Dollar Offered Rate with the Canadian Overnight Repo Rate Average term rate plus a credit spread adjustment as the benchmark rate.
The description above is qualified in its entirety by reference to the copy of the Second Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2024.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits. |
| --- | --- |
Exhibit No.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|---|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| New Mountain Finance Corporation | |
|---|---|
| By: | /s/<br> Joseph W. Hartswell |
| Name: | Joseph W. Hartswell |
| Title: | Chief Compliance Officer<br>and Corporate Secretary |
Date: June 11, 2024