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As filed with the Securities and Exchange Commission on May 21, 2020

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 ý
Pre-Effective Amendment No. o
Post-Effective Amendment No. o



New Mountain Finance Corporation
(Exact name of registrant as specified in charter)

787 Seventh Avenue, 48th Floor
New York, NY 10019
(212) 720-0300
(Address and telephone number, including area code, of principal executive offices)

Robert A. Hamwee
Chief Executive Officer
New Mountain Finance Corporation
787 Seventh Avenue, 48th Floor
New York, NY 10019
(Name and address of agent for service)



COPIES TO:

Steven B. Boehm, Esq.
Vlad M. Bulkin, 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 proposed public offering:
From time to time after the effective date of this Registration Statement.

               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, other than securities offered in connection with a dividend reinvestment plan, check the following box.    ý

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

               o when declared effective pursuant to Section 8(c).



CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

           
 
Title of Securities
Being Registered

  Amount Being
Registered

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee

 

Common Stock, $0.01 par value per share(2)(3)

                                               
 

Preferred Stock, $0.01 par value per share(2)

                                               
 

Subscription Rights(2)

                                               
 

Warrants(4)

                                               
 

Debt Securities(5)

                                               
 

Total

                  $750,000,000(6)   $39,325.93(7)

 

(1)
Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by New Mountain Finance Corporation ("NMFC" and the "Registrant") in connection with the sale of the securities registered under this Registration Statement.

(2)
Subject to footnote 6 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock, or subscription rights to purchase shares of the Registrant's common stock as may be sold, from time to time.

(3)
Includes such indeterminate number of shares of the Registrant's common stock as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.

(4)
Subject to footnote 6 below, there is being registered hereunder an indeterminate number of the Registrant's warrants as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities of the Registrant.

(5)
Subject to footnote 6 below, there is being registered hereunder an indeterminate number of debt securities of the Registrant as may be sold, from time to time. If any debt securities of the Registrant 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.

(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)
Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration Statement $447,026,750 in aggregate offering price of unsold securities that the Registrant previously registered on its registration statement on Form N-2 (File No. 333-230326) initially filed on March 14, 2019 (the "Prior Registration Statement"). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee previously paid with respect to such unsold securities will continue to be applied to such unsold securities. The amount of the registration fee in the "Calculation of Registration Fee Under the Securities Act of 1933" table relates to the additional $302,973,250 in aggregate offering price of securities being registered hereunder. As a result, an additional filing fee of $39,325.93 is being paid herewith in connection with the registration of an additional $302,973,250 aggregate principal amount of securities under this Registration Statement. 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.

   


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EXPLANATORY NOTE

          We have filed this Registration Statement using the "shelf" registration process as a "well-known seasoned issuer", as defined in Rule 405 under the Securities Act, in reliance on the Small Business Credit Availability Act (the "SBCAA"). In accordance with Section 3(c) of the SBCAA, we have treated the amendments promulgated in the SBCAA as having been completed in accordance with the actions required to be taken by the Securities and Exchange Commission (the "SEC"). As such, pursuant to the SBCAA, this Registration Statement shall become effective upon filing with the SEC pursuant to rule 462(e) under the Securities Act. In addition, certain items required by Form N-2 have been incorporated by reference into the prospectus through documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated or deemed incorporated by reference into the prospectus that is part of this Registration Statement.


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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. 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, including first and second lien debt, notes, bonds and mezzanine securities. Our first lien debt may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the "last out" tranche. 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 competitive barriers to 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 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 net asset value 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 its net asset value 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 New York Stock Exchange (the "NYSE") under the symbol "NMFC". On May 19, 2020, the last reported sales price on the NYSE for our common stock was $8.50 per share.



             An investment in our securities is very risky and highly speculative. Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. In addition, the companies in which we invest are subject to special risks. See "Risk Factors" beginning on page 19 of this prospectus, in Part I, Item 1A of our Annual Report on Form 10-K, in Part II, Item 1A of our 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 United States Securities and Exchange Commission (http://www.sec.gov), which is available free of charge by contacting us by mail at 787 Seventh Avenue, 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 21, 2020


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          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.

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ABOUT THIS PROSPECTUS

    ii  

PROSPECTUS SUMMARY

    1  

THE OFFERING

    11  

FEES AND EXPENSES

    16  

RISK FACTORS

    19  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    20  

USE OF PROCEEDS

    22  

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

    23  

SENIOR SECURITIES

    26  

PORTFOLIO COMPANIES

    28  

PORTFOLIO MANAGEMENT

    38  

DETERMINATION OF NET ASSET VALUE

    40  

DIVIDEND REINVESTMENT PLAN

    43  

DESCRIPTION OF SECURITIES

    45  

DESCRIPTION OF CAPITAL STOCK

    45  

DESCRIPTION OF PREFERRED STOCK

    49  

DESCRIPTION OF SUBSCRIPTION RIGHTS

    51  

DESCRIPTION OF WARRANTS

    53  

DESCRIPTION OF DEBT SECURITIES

    55  

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

    72  

REGULATION

    83  

PLAN OF DISTRIBUTION

    84  

SAFEKEEPING AGENT, CUSTODIAN, TRANSFER AGENT, DISTRIBUTION PAYING AGENT AND REGISTRAR

    86  

BROKERAGE ALLOCATION AND OTHER PRACTICES

    86  

LEGAL MATTERS

    86  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    87  

AVAILABLE INFORMATION

    87  

PRIVACY NOTICE

    88  

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    88  

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ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we have filed with the United States Securities and Exchange Commission ("SEC"), using the "shelf" registration process as a "well-known seasoned issuer," as defined in Rule 405 under the Securities Act of 1933, as amended (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 the applicable prospectus supplement 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.

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PROSPECTUS SUMMARY

          The following summary contains basic information about offerings pursuant to this prospectus. 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 Annual Report on Form 10-K, in Part II, Item 1A of our 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:

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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"). 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"). NMFC is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since NMFC's IPO, and through March 31, 2020, NMFC raised approximately $893.2 million in net proceeds from additional offerings of its common stock.

          The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. 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, public equity and credit investment vehicles. 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, including first and second lien debt, notes, bonds and mezzanine securities. The first lien debt may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the "last out" tranche. 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 competitive barriers to 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, SBIC I's and SBIC II's investment objectives are 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, 2020, our top five industry concentrations were software, business services, healthcare services, education and investment funds (which includes our investments in joint ventures).

          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 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.

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          As of March 31, 2020, our net asset value was $1,078.2 million and our portfolio had a fair value of approximately $2,991.3 million in 114 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 8.5% and 8.2%, 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. The 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") 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 contracts by the individual companies in our portfolio or other factors.


Recent Developments

Distribution

          On April 29, 2020, our board of directors declared a second quarter 2020 distribution of $0.30 per share payable on June 30, 2020 to holders of record as of June 16, 2020.

          On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million.


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, 2020, the Investment Adviser was supported by over 160 employees and senior advisors of New Mountain Capital.

          The Investment Adviser is managed by a five 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, Adam B. Weinstein and John R. Kline. The fifth 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. Andre V. Moura served on the Investment Committee from August 2018 to July 2019. Beginning in August 2019, Lars O. Johansson was appointed to the Investment Committee for a one year term. 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.

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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, federal 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:

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 Chief Executive Officer 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 Operating 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.

          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

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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 significant 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:

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. None of our credit facilities, with the exception of the NMNLC Credit Facility, which matures in September 2020, mature prior to June 2022. For a detailed discussion of our credit facilities, see "Item 7 — Management's Discussion and Analysis of Financial Conditions and Results of Operations — Liquidity and Capital Resources" in our Annual Report on Form 10-K.


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.

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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. See "Item 1 — Business — Senior Securities" in our Annual Report on Form 10-K.

          We have elected to be treated, 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 corporate-level U.S. federal income taxes 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:

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          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

          An investment in our securities involves risk, including the risk of leverage and the risk that our operating policies and strategies may change without prior notice to our stockholders or prior stockholder approval. See "Risk Factors" and the other information included in this prospectus, any applicable prospectus supplement, in our Annual Report on Form 10-K, in our Quarterly Report on Form 10-Q or any related free writing prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. The value of our assets, as well as the market price of our securities, will fluctuate. Our investments may be risky, and you may lose all or part of your investment. Investing in us involves other risks, including the following:

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Company Information

          Our administrative and executive offices are located at 787 Seventh Avenue, 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.

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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 net asset value 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 net asset value 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 net asset value may be dilutive to the net asset value of our common stock. See "Item 1A — Risk Factors — Risks Relating to Our Securities" in our 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.

New York Stock Exchange Symbol for our common stock

 

"NMFC"

New York Stock Exchange Symbol for our 5.75% Unsecured Notes

 

"NMFX"

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Investment Advisory Fees

 

We pay the Investment Adviser a fee for its services under an investment advisory and management agreement (the "Investment Management Agreement") consisting of two components — a base management fee and an incentive fee. Pursuant to the Investment Management Agreement, the base management fee is calculated at an annual rate of 1.75% of our gross assets, which equals our total assets on the Consolidated Statements of Assets and Liabilities, less (i) the borrowings under the SLF Credit Facility and (ii) 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 the borrowings under the SLF Credit Facility and 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. Since our IPO, the base management fee calculation has deducted the borrowings under the SLF Credit Facility. The SLF Credit Facility had historically consisted of primarily lower yielding assets at higher advance rates. As part of an amendment to our existing credit facilities with Wells Fargo Bank, National Association, the SLF Credit Facility merged with the Predecessor Holdings Credit Facility and into the Holdings Credit Facility on December 18, 2014. Post credit facility merger and to be consistent with the methodology since our IPO, the Investment Adviser will continue to waive management fees on the leverage associated with those assets that share the same underlying yield characteristics with investments leveraged under the legacy SLF Credit Facility. 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 Annual Report on Form 10-K.

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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, 2020, approximately $0.7 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, 2020, the indirect administrative expenses that our Administrator did not waive of approximately $0.7 million represented approximately 0.02% of our gross assets. See "Item 1 — Financial Statements and Supplementary Data — Note 5. Agreements" in our 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 shareholder'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, which will result in a higher tax liability when the stock is sold. 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, 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 pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that are timely distributed to our stockholders as dividends. 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.

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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 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 net asset value 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 net asset value 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 net asset value. The possibility that our common stock may trade at a discount to our net asset value per share is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value.

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". See "Item 8 — Financial Statements and Supplementary Data — Note 6. Related Parties" in our Annual Report on Form 10-K.

Leverage

 

We expect to continue to use leverage to make investments. As a result, we may continue to be exposed to the risks of leverage, which include that leverage may be considered a speculative investment technique. The use of leverage magnifies the potential for gain and loss on amounts we invest and therefore, indirectly, increases the risks associated with investing in shares of our common stock. See "Risk Factors" in this prospectus and in Part I, Item 1A of our most recent Annual Report on Form 10-K.

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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, 787 Seventh Avenue, 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. In accordance with the Small Business Credit Availability Act, we are allowed to "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.

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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. 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:

       

Sales load (as a percentage of offering price)

    N/A (1)

Offering expenses borne by us (as a percentage of offering price)

    N/A (2)

Dividend reinvestment plan expenses (per sales transaction fee)

  $ 15.00 (3)

Total stockholder transaction expenses (as a percentage of offering price)

    %

Annual expenses (as a percentage of net assets attributable to common stock)

       

Base management fees

    5.15% (4)

Incentive fees payable under the Investment Management Agreement

    2.91% (5)

Interest payments on borrowed funds

    7.18% (6)

Other expenses

    0.91% (7)

Acquired fund fees and expenses

    1.36% (8)

Total annual expenses

    17.51% (9)

Base management fee waiver

    (1.32)% (10)

Total annual expenses after the base management fee waiver

    16.19% (9)(10)

(1)
In the event that the shares 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 under the Investment Management Agreement is based on an annual rate of 1.75% 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 (i) the borrowings under the SLF Credit Facility and (ii) 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, 2020 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, 2020 and calculated without deducting any incentive fees waived. For the three months ended March 31, 2020, 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, 2020, 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

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(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, 2020, we had $569.2 million, $188.5 million, $270.0 million, $201.2 million, $453.3 million and $300.0 million of indebtedness outstanding under the Holdings Credit Facility, the NMFC Credit Facility, the DB Credit Facility, the Convertible Notes, the Unsecured Notes and the SBA-guaranteed debentures, respectively. For purposes of this calculation, we have assumed the March 31, 2020 amounts outstanding under the Holdings Credit Facility, NMFC Credit Facility, DB Credit Facility, Convertible Notes, Unsecured Notes and SBA-guaranteed debentures, and have computed interest expense using an assumed interest rate of 3.0% for the Holdings Credit Facility, 5.8% for the NMFC Credit Facility, 3.8% for the DB Credit Facility, 5.8% for the Convertible Notes, 5.3% for the Unsecured Notes and 2.8% for the SBA-guaranteed debentures, which were the rates payable as of March 31, 2020. See "Item 1 — Business — Senior Securities" in our 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, 2020, the indirect administrative expenses that our Administrator did not waive of approximately $0.7 million represented approximately 0.02% of our gross assets. See "Item 1 — Financial Statements and Supplementary Data — Note 5. Agreements" in our 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 I, LLC ("SLP I"), NMFC Senior Loan Program II ("SLP II") and NMFC Senior Loan Program III ("SLP III"). No management fee is charged on our investment in SLP I in connection with the administrative services provided to SLP I. As SLP II and SLP III are structured as private joint ventures, no management fees are paid by SLP II or SLP III. Future expenses for SLP I, SLP II and SLP III 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)
Since our IPO, the base management fee calculation has deducted the borrowings under the SLF Credit Facility. The SLF Credit Facility had historically consisted of primarily lower yielding assets at higher advance rates. As part of an amendment to our existing credit facilities with Wells Fargo Bank, National Association, the SLF Credit Facility merged with the Predecessor Holdings Credit Facility and into the Holdings Credit Facility on December 18, 2014. Post credit facility merger and to be consistent with the methodology since our IPO, the Investment Adviser will continue to waive management fees on the leverage associated with those assets that share the same underlying yield characteristics with investments leveraged under the legacy SLF Credit Facility. 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, 2020. See "Item 1 — Notes to the Consolidated Financial Statements — Note 5. Agreements — Investment Management Agreement" in our Quarterly Report on Form 10-Q.

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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

  $ 146   $ 394   $ 594   $ 938  

          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

  $ 155   $ 414   $ 618   $ 960  

          The example assumes no sales load. In addition, while the examples assume reinvestment of all distributions at net asset value, 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 net asset value. See "Dividend Reinvestment Plan" in this prospectus for additional information regarding the dividend reinvestment plan.

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RISK FACTORS

          Investing in our securities involves a high degree of risk. 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 or any prospectus supplement, 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 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 net asset value 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."

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference, may contain, forward-looking statements that involve substantial risks and uncertainties. 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, involve risks and uncertainties, including statements as to:

          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:

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          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 Annual Report on Form 10-K, in Part II, Item 1A of our 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.

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USE OF PROCEEDS

          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.

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

          Our common stock is traded on the New York Stock Exchange ("NYSE") 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 net asset value ("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, 2020

                           

Second Quarter(1)

              *   $ 8.50   $ 5.02               *               *   $0.30

First Quarter

  $11.14   $ 14.44   $ 5.15   29.62%   (53.77)%   $0.34

December 31, 2019

                           

Fourth Quarter

  $13.26   $ 13.84   $ 13.29   4.37%   0.23%   $0.34

Third Quarter

  $13.35   $ 14.07   $ 13.30   5.39%   (0.37)%   $0.34

Second Quarter

  $13.41   $ 14.35   $ 13.49   7.01%   0.60%   $0.34

First Quarter

  $13.45   $ 14.16   $ 12.78   5.28%   (4.98)%   $0.34

December 31, 2018

                           

Fourth Quarter

  $13.22   $ 13.83   $ 12.25   4.61%   (7.34)%   $0.34

Third Quarter

  $13.58   $ 14.25   $ 13.50   4.93%   (0.59)%   $0.34

Second Quarter

  $13.57   $ 13.95   $ 13.25   2.80%   (2.36)%   $0.34

First Quarter

  $13.60   $ 13.75   $ 12.55   1.10%   (7.72)%   $0.34

(1)
Period from April 1, 2020 through May 19, 2020.

(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 stockholders on Form 1099 after the end of the calendar year.

*
Not determinable at the time of filing.

          On May 19, 2020, the last reported sales price of our common stock was $8.50 per share. As of May 19, 2020, we had approximately 13 stockholders of record and approximately 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 19, 2020, our shares of common stock traded at a discount of approximately 23.7% of the NAV attributable to those shares as of March 31, 2020. 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

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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 tax purposes. Generally, a return of capital will reduce an investor's basis in our stock for U.S. federal income tax purposes, which will result in a higher tax liability when the stock is sold. 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 NYSE on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE 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 29, 2020

  June 16, 2020   June 30, 2020   $ 0.30  

February 19, 2020

  March 13, 2020   March 27, 2020     0.34  

Total for 2020 Fiscal Year

          $ 0.64  

November 4, 2019

 

December 13, 2019

 

December 27, 2019

 
$

0.34
 

August 1, 2019

  September 13, 2019   September 27, 2019     0.34  

May 1, 2019

  June 14, 2019   June 28, 2019     0.34  

February 22, 2019

  March 15, 2019   March 29, 2019     0.34  

Total for 2019 Fiscal Year

          $ 1.36  

November 2, 2018

 

December 14, 2018

 

December 28, 2018

 
$

0.34
 

August 1, 2018

  September 14, 2018   September 28, 2018     0.34  

May 2, 2018

  June 15, 2018   June 29, 2018     0.34  

February 21, 2018

  March 15, 2018   March 29, 2018     0.34  

Total for 2018 Fiscal Year

          $ 1.36  

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          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, 2019 and December 31, 2018, total distributions were $117.4 and $103.4 million, respectively, of which the distributions were comprised of approximately 72.01% and 83.74%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of long-term capital gains and approximately 27.99% and 16.26%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.

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SENIOR SECURITIES

          Information about our senior securities as of March 31, 2020, December 31, 2019, 2018, 2017, 2016, 2015 and 2014 and information about NMF Holdings' senior securities as of December 31, 2013, 2012, 2011 and 2010 are shown in the following table. The report of Deloitte & Touche LLP, an independent registered public accounting firm, on the senior securities table as of December 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 is attached as an exhibit to the registration statement of which this prospectus is a part.

Class and Year(1)

    Total Amount
Outstanding
Exclusive
of Treasury
Securities(2)
(in millions)
    Asset
Coverage
Per Unit(3)
    Involuntary
Liquidating
Preference
Per Unit(4)
    Average
Market
Value
Per Unit(5)
 

March 31, 2020 (unaudited)

                         

Holdings Credit Facility

  $ 569.2   $ 1,641         N/A  

2018 Convertible Notes

    201.2     1,641         N/A  

Unsecured Notes (not including the 5.75% Unsecured Notes)

    401.5     1,641         N/A  

5.75% Unsecured Notes

    51.8     1,641       $ 25.0  

NMFC Credit Facility

    188.5     1,641         N/A  

DB Credit Facility

    270.0     1,641         N/A  

December 31, 2019

                         

Holdings Credit Facility

    661.6     1,740         N/A  

2018 Convertible Notes

    201.2     1,740         N/A  

Unsecured Notes (not including the 5.75% Unsecured Notes)

    401.5     1,740         N/A  

5.75% Unsecured Notes

    51.8     1,740       $ 25.6  

NMFC Credit Facility

    188.5     1,740         N/A  

DB Credit Facility

    230.0     1,740         N/A  

December 31, 2018

                         

Holdings Credit Facility

    512.6     1,814         N/A  

2014 Convertible Notes

    155.3     1,814         N/A  

2018 Convertible Notes

    115.0     1,814         N/A  

Unsecured Notes (not including the 5.75% Unsecured Notes)

    285.0     1,814         N/A  

5.75% Unsecured Notes

    51.8     1,814       $ 24.7  

NMFC Credit Facility

    60.0     1,814         N/A  

DB Credit Facility

    57.0     1,814         N/A  

December 31, 2017

                         

Holdings Credit Facility

    312.4     2,408         N/A  

2014 Convertible Notes

    155.3     2,408         N/A  

Unsecured Notes

    145.0     2,408         N/A  

NMFC Credit Facility

    122.5     2,408         N/A  

December 31, 2016

                         

Holdings Credit Facility

    333.5     2,593         N/A  

2014 Convertible Notes

    155.3     2,593         N/A  

Unsecured Notes

    90.0     2,593         N/A  

NMFC Credit Facility

    10.0     2,593         N/A  

December 31, 2015

                         

Holdings Credit Facility

    419.3     2,341         N/A  

2014 Convertible Notes

    115.0     2,341         N/A  

NMFC Credit Facility

    90.0     2,341         N/A  

December 31, 2014

                         

Holdings Credit Facility

    468.1     2,267         N/A  

2014 Convertible Notes

    115.0     2,267         N/A  

NMFC Credit Facility

    50.0     2,267         N/A  

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December 31, 2013

                         

Holdings Credit Facility

    221.8     2,577         N/A  

SLF Credit Facility

    214.7     2,577         N/A  

December 31, 2012

                         

Holdings Credit Facility

    206.9     2,353         N/A  

SLF Credit Facility

    214.3     2,353         N/A  

December 31, 2011

                         

Holdings Credit Facility

    129.0     2,426         N/A  

SLF Credit Facility

    165.9     2,426         N/A  

December 31, 2010(6)

                         

Holdings Credit Facility

    59.7     3,074         N/A  

SLF Credit Facility

    56.9     3,074         N/A  

(1)
We have excluded our SBA-guaranteed debentures from this table as a result of the SEC exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150.0% asset coverage ratio we are required to maintain under the 1940 Act. At March 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014, we had $300.0 million, $225.0 million, $165.0 million, $150.0 million, $121.7 million, 117.7 million and $37.5 million, respectively, in SBA-guaranteed debentures outstanding. At December 31, 2013, 2012, 2011 and 2010, we had no outstanding SBA-guaranteed debentures. Total asset coverage per unit including the SBA-guaranteed debentures as of March 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 is $1,544, $1,655, $1,718, $2,169, $2,320, $2,128 and $2,196, respectively, and unchanged for the prior years.

(2)
Total amount of each class of senior securities outstanding at the end of the period presented.

(3)
Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(4)
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The "—" in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(5)
Not applicable for any of the senior securities (except the 5.75% Unsecured Notes) as they are not registered for public trading. For the 5.75% Unsecured Notes, the amounts represent the average of the daily closing prices on the NYSE for (a) the period from September 28, 2018 (date of listing) through December 31, 2018, with respect to the year ended December 31, 2018, (b) the entire 2019 fiscal year, with respect to the year ended December 31, 2019 and (c) the period from January 1, 2020 through March 31, 2020, with respect to the three months ended March 31, 2020.

(6)
Prior to NMFC's IPO on May 19, 2011, these credit facilities existed at the Predecessor Entities.

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PORTFOLIO COMPANIES

          The following table sets forth certain information as of March 31, 2020, 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   Interest Rate(12)     Maturity /
Expiration
Date
    Yield to
Maturity At
Cost(29)
    Percent of
Class
Held(30)
    Fair Value
 

                                  (in thousands)  

Non-Controlled/Non-Affiliated Investments

                                     

AAC Holding Corp. 

  Education   First lien(2)(10)   9.84% (L + 8.25%/M)     9/30/2022     9.79 %     $ 19,794  

7211 Circle South Road

                                     

Austin, TX 78745

                                     

ADG, LLC

  Healthcare Services   Second lien(3)(10)   11.92% (L + 10.00% PIK/S)*     3/28/2024     11.80 %       2,753  

29777 Telegraph Road, Suite 3000

                                     

Southfield, MI 48034

                                     

Affinity Dental Management, Inc. 

  Healthcare Services   First lien(2)(10)   7.41% (L + 6.00%/Q)     9/15/2023     7.27 %       22,158  

171 Park Street

  Healthcare Services   First lien(4)(10)   7.41% (L + 6.00%/Q)     9/15/2023     7.27 %       8,950  

West Springfield, MA 01089

  Healthcare Services   First lien(3)(10)(11) — Drawn   7.00% (P + 5.00%/M)     3/15/2023     7.63 %       1,424  

                                  32,532  

Affordable Care Holding Corp. 

  Healthcare Services   First lien(2)(10)   6.20% (L + 4.75%/Q)     10/24/2022     6.58 %       8,602  

1400 Industrial Drive

                                     

Kinston, NC 28504

                                     

AG Parent Holdings, LLC

  Healthcare Services   First lien(2)(10)   6.45% (L + 5.00%/Q)     7/31/2026     5.77 %       9,695  

26 Esplanade

                                     

St. Helier

                                     

Jersey JE2 3QA

                                     

AgKnowledge Holdings Company, Inc. 

  Business Services   First lien(4)(10)   5.82% (L + 4.75%/S)     7/21/2023     6.04 %       9,136  

6060 Piedmont Row Drive South

  Business Services   First lien(3)(10)(11) —       7/21/2023             (11 )

Charlotte, NC 28287

      Undrawn                              

                                  9,125  

Alegeus Technologies Holding Corp. 

  Healthcare Services   First lien(8)(10)   8.13% (L + 6.25%/Q)     9/5/2024     7.59 %       13,013  

1601 Trapelo Road

                                     

Waltham, MA 02451

                                     

Amerijet Holdings, Inc. 

  Distribution & Logistics   First lien(4)(10)   9.00% (L + 8.00%/M)     7/15/2021     9.61 %       7,449  

3401-A NW 72nd Avenue

  Distribution & Logistics   First lien(4)(10)   9.00% (L + 8.00%/M)     7/15/2021     9.61 %       1,242  

Miami, FL 33122

                                     

                                  8,691  

Ancora Acquisition LLC

  Education   Preferred shares(9)(10)               3.80 %   158  

8701 Bedford Euless Road, Suite 400

  Education   Warrants(9)(10)       8/12/2020         3.88 %    

Hurst, TX 76053

                                     

                                  158  

Ansira Holdings, Inc. 

  Business Services   First lien(8)(10)   7.36% (L + 5.75%/Q)     12/20/2022     7.08 %       20,282  

2300 Locust Street

  Business Services   First lien(3)(10)(11) —   6.98% (L + 5.75%/Q)     12/20/2022     7.04 %       3,381  

St. Louis, MO 63103

      Drawn                              

  Business Services   First lien(3)(10)(11) — Undrawn       4/16/2020             (696 )

                                  22,967  

Alert Holding Company, Inc.(14)

                                     

Appriss Holdings, Inc. 

  Business Services   First lien(8)(10)   6.49% (L + 5.50%/M)     5/29/2026     6.36 %       10,782  

1114 Avenue of the Americas, 36th Floor

  Business Services   First lien(3)(10)(11) — Drawn   6.49% (L + 5.50%/M)     5/30/2025     6.40 %       449  

New York, NY 10110

  Business Services   First lien(3)(10)(11) — Undrawn       5/30/2025     6.40 %       (10 )

Alert Intermediate Holdings I, Inc. 

  Business Services   Preferred shares(3)(10)           11.27 %   3.70 %   6,647  

                                  17,868  

Apptio, Inc. 

  Software   First lien(8)(10)   8.25% (L + 7.25%/M)     1/10/2025     9.01 %       34,076  

11100 N.E. 8th Street, Suite 600

  Software   First lien(3)(10)(11) —       1/10/2025              

Bellevue, WA 98004

      Undrawn                              

                                  34,076  

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Name / Address of Portfolio Company(1)

  Industry   Type of Investment   Interest Rate(12)     Maturity /
Expiration
Date
    Yield to
Maturity At
Cost(29)
    Percent of
Class
Held(30)
    Fair Value  

                                  (in thousands)  

ASP LCG Holdings, Inc. 

  Education   Warrants(3)(10)       5/5/2026         0.13 % $ 781  

21333 Haggerty Road, Suite 300

                                     

Novi, MI 48375

                                     

Associations, Inc. 

  Business Services   First lien(2)(10)   8.91% (L + 4.00% + 3.00%     7/30/2024     8.41 %       43,866  

5401 N. Central Expressway, Suite 290

          PIK/Q)*                          

Dallas, TX 75205

  Business Services   First lien(8)(10)   8.91% (L + 4.00% + 3.00% PIK/Q)*     7/30/2024     8.41 %       5,035  

  Business Services   First lien(3)(10)(11) — Drawn   8.90% (L + 4.00% + 3.00% PIK/Q)*     7/30/2024     8.41 %       7,262  

  Business Services   First lien(3)(10)(11) — Drawn   7.01% (L + 6.00%/M)     7/30/2024     7.40 %       1,986  

  Business Services   First lien(3)(10)(11) — Undrawn       7/30/2021             (68 )

                                  58,081  

Aston FinCo S.a r.l. / Aston US Finco, LLC**

  Software   Second lien(8)(10)   10.13% (L + 8.25%/Q)     10/8/2027     9.30 %       31,982  

Ditton Park, Riding Court Road

                                     

Datchet, Slough, Berkshire, SL3 9LL

                                     

Astra Acquisition Corp. 

  Software   First lien(5)(10)   6.50% (L + 5.50%/M)     3/1/2027     6.30 %       22,331  

9 West 57th Street, 32nd Floor

                                     

New York, NY 10019

                                     

Bach Special Limited (Bach Preference Limited)**

  Education   Preferred shares(3)(10)(22)           12.92 %   1.00 %   7,722  

St. George's Building, Level 12

                                     

2 Ice House Street, Central, Hong Kong

                                     

BackOffice Associates Holdings, LLC

  Business Services   First lien(2)(10)   12.28% (L + 7.50% + 3.00%     8/25/2023     12.25 %       12,437  

75 Perseverance Way

          PIK/Q)*                          

Hyannis, MA 02601

  Business Services   First lien(3)(10)(11) — Drawn   12.28% (L + 7.50% + 3.00% PIK/Q)*     8/25/2023     12.37 %       855  

                                  13,292  

Benevis Holding Corp. 

  Healthcare Services   First lien(2)(10)   8.09% (L + 6.32%/Q)     3/15/2024     7.56 %       46,528  

111 West Monroe Street

  Healthcare Services   First lien(8)(10)   8.09% (L + 6.32%/Q)     3/15/2024     7.56 %       11,416  

Chicago, IL 60603

  Healthcare Services   First lien(3)(10)   7.96% (L + 6.32%/Q)     3/15/2024     7.56 %       5,699  

                                  63,643  

Bleriot US Bidco Inc. 

  Federal Services   Second lien(2)(10)   9.95% (L + 8.50%/Q)     10/29/2027     9.61 %       14,175  

4001 Kennett Pike, Suite 302

                                     

Wilmington, DE 19807

                                     

Bluefin Holding, LLC

  Software   Second lien(8)(10)   8.75% (L + 7.75%/Q)     9/6/2027     8.61 %       17,143  

9350 S Dixie Hwy Suite 1420

  Software   First lien(3)(11) —       9/6/2024             (63 )

Miami, FL 33156

      Undrawn                              

                                  17,080  

Brave Parent Holdings, Inc. 

  Software   Second lien(5)(10)   9.28% (L + 7.50%/Q)     4/17/2026     8.44 %       20,977  

One Letterman Drive, Building C,

  Software   Second lien(2)(10)   9.28% (L + 7.50%/Q)     4/17/2026     8.44 %       15,498  

Suite 410

  Software   Second lien(8)(10)   9.28% (L + 7.50%/Q)     4/17/2026     8.44 %       5,594  

San Francisco, CA 94129

                                     

                                  42,069  

Bullhorn, Inc. 

  Software   First lien(2)(10)   6.57% (L + 5.50%/S)     10/1/2025     6.85 %       16,792  

100 Summer Street, 17th Floor

  Software   First lien(3)(10)   6.57% (L + 5.50%/S)     10/1/2025     6.85 %       278  

Boston, Massachusetts 02210

  Software   First lien(3)(10)(11) — Drawn   6.50% (L + 5.50%/M)     10/1/2025     6.86 %       835  

  Software   First lien(3)(10)(11) — Drawn   6.57% (L + 5.50%/S)     10/1/2025     6.86 %       208  

  Software   First lien(3)(10)(11) — Undrawn       10/1/2021             (18 )

                                  18,095  

Castle Management Borrower LLC

  Business Services   First lien(2)(10)   7.95% (L + 6.25%/Q)     2/15/2024     7.60 %       11,299  

545 East John Carpenter Freeway, Suite 1400

                                     

Irving, TX 75062

                                     

CentralSquare Technologies, LLC

  Software   Second lien(3)(10)   8.95% (L + 7.50%/Q)     8/31/2026     8.55 %       43,762  

200 Clarendon Street

  Software   Second lien(8)(10)   8.95% (L + 7.50%/Q)     8/31/2026     8.55 %       6,861  

Boston, MA 02116

                                     

                                  50,623  

CFS Management, LLC

  Healthcare Services   First lien(2)(10)   7.34% (L + 5.75%/S)     7/1/2024     7.08 %       10,335  

1360 East Venice Avenue

  Healthcare Services   First lien(3)(10)(11) —       7/1/2024             (405 )

Venice, FL 34285

      Undrawn                              

                                  9,930  

CHA Holdings, Inc. 

  Business Services   Second lien(4)(10)   9.82% (L + 8.75%/S)     4/10/2026     10.34 %       6,758  

575 Broadway, Suite 301

  Business Services   Second lien(3)(10)   9.82% (L + 8.75%/S)     4/10/2026     10.34 %       4,291  

Albany, NY 12207

                                     

                                  11,049  

Confluent Health, LLC

  Healthcare Services   First lien(2)(10)   6.01% (L + 5.00%/M)     6/24/2026     5.77 %       24,600  

175 S. English Station Road, Suite 218

                                     

Louisville, KY 40245

                                     

ConnectWise, LLC

  Software   First lien(2)(10)   7.07% (L + 6.00%/S)     2/28/2025     7.37 %       54,031  

4110 George Road, Suite 200

  Software   First lien(3)(10)(11) —       2/28/2025             (110 )

Tampa, FL 33634

      Undrawn                              

                                  53,921  

29


Table of Contents

Name / Address of Portfolio Company(1)

  Industry   Type of Investment   Interest Rate(12)     Maturity /
Expiration
Date
    Yield to
Maturity At
Cost(29)
    Percent of
Class
Held(30)
    Fair Value  

                                  (in thousands)  

Conservice, LLC

  Business Services   First lien(2)(10)   6.51% (L + 5.25%/Q)     11/29/2024     5.99 %     $ 24,924  

750 South Gateway Drive

  Business Services   First lien(3)(10)(11) —   6.51% (L + 5.25%/Q)     11/29/2024     5.99 %       4,351  

River Heights, UT 84321

      Drawn                              

  Business Services   First lien(3)(10)(11) — Drawn   6.30% (L + 5.25%/Q)     11/29/2024     6.01 %       437  

  Business Services   First lien(3)(10)(11) — Undrawn       11/29/2024             (12 )

  Business Services   First lien(3)(10)(11) — Undrawn       6/30/2020             (29 )

                                  29,671  

Convey Health Solutions, Inc. 

  Healthcare Services   First lien(4)(10)   7.01% (L + 5.25%/Q)     9/4/2026     6.63 %       21,805  

100 S.E. Third Avenue, Suite 2600

                                     

Fort Lauderdale, FL 33394

                                     

CoolSys, Inc. 

  Industrial Services   First lien(5)(10)   7.00% (L + 6.00%/M)     11/20/2026     7.31 %       21,932  

145 S. State College Blvd., Suite 200

  Industrial Services   First lien(2)(10)   7.00% (L + 6.00%/M)     11/20/2026     7.31 %       10,138  

Brea, California 92821

  Industrial Services   First lien(3)(10)(11) — Undrawn       11/19/2021             (128 )

                                  31,942  

Coyote Buyer, LLC

  Specialty Chemicals &   First lien(5)(10)   7.74% (L + 6.00%/M)     2/6/2026     7.32 %       14,114  

2500 N. Military Trail, Suite 470

  Materials                                  

Boca Raton, FL 33431

  Specialty Chemicals & Materials   First lien(3)(10)(11) — Drawn   7.74% (L + 6.00%/M)     2/6/2025     7.34 %       101  

  Specialty Chemicals & Materials   First lien(3)(10)(11) — Undrawn       2/6/2025             (5 )

                                  14,210  

CP VI Bella Midco, LLC

  Healthcare Services   Second lien(3)(10)   7.74% (L + 6.75%/M)     12/29/2025     7.58 %       5,949  

2701 Renaissance Boulevard, Suite 200

                                     

King of Prussia, PA 19406

                                     

CRCI Longhorn Holdings, Inc. 

  Business Services   Second lien(3)   8.05% (L + 7.25%/M)     8/10/2026     8.11 %       12,161  

100 SW Main, Suite 1500

  Business Services   Second lien(8)   8.05% (L + 7.25%/M)     8/10/2026     8.11 %       6,356  

Portland, OR 97204

                                     

                                  18,517  

DCA Investment Holding, LLC

  Healthcare Services   First lien(2)(10)   6.32% (L + 5.25%/S)     7/2/2021     6.71 %       15,511  

6240 Lake Osprey Drive

  Healthcare Services   First lien(3)(10)   6.32% (L + 5.25%/S)     7/2/2021     6.96 %       8,067  

Sarasota, FL 34240

  Healthcare Services   First lien(2)(10)   6.32% (L + 5.25%/S)     7/2/2021     6.87 %       3,797  

  Healthcare Services   First lien(3)(10)(11) — Drawn   6.32% (L + 5.25%/S)     7/2/2021     11.83 %       2,756  

  Healthcare Services   First lien(3)(10)(11) — Drawn   6.25% (L + 5.25%/M)     7/2/2021     7.38 %       1,865  

  Healthcare Services   First lien(3)(10)(11) — Undrawn       7/2/2021             (4 )

  Healthcare Services   First lien(3)(10)(11) — Undrawn       4/16/2021             (1,571 )

                                  30,421  

DealerSocket, Inc. 

  Software   First lien(2)(10)   6.84% (L + 5.25%/S)     4/26/2023     6.63 %       6,345  

100 Avenida La Pata

  Software   First lien(3)(10)(11) —       4/26/2023             (21 )

San Clemente, CA 92673

      Undrawn                              

                                  6,324  

Definitive Healthcare Holdings, LLC

  Healthcare Information   First lien(8)(10)   8.19% (L + 5.50% + 1.00%     7/16/2026     6.80 %       33,034  

550 Cochituate Road

  Technology       PIK/Q)*                          

Framingham, MA 01701

  Healthcare Information Technology   First lien(3)(10)(11) — Drawn   6.70% (L + 5.50%/Q)     7/16/2024     6.83 %       1,823  

  Healthcare Information Technology   First lien(3)(10)(11) — Undrawn       7/16/2021             (99 )

                                  34,758  

Dentalcorp Health Services ULC (fka Dentalcorp Perfect Smile ULC)**

  Healthcare Services   Second lien(3)(10)   8.50% (L + 7.50%/M)     6/8/2026     8.97 %       26,301  

21 St Clair Avenue East #1420

  Healthcare Services   Second lien(8)(10)   8.50% (L + 7.50%/M)     6/8/2026     8.97 %       6,894  

Toronto, Ontario, M4T 1L9

                                     

                                  33,195  

DG Investment Intermediate Holdings 2, Inc. (aka Convergint Technologies Holdings, LLC)

  Business Services   Second lien(3)(10)   7.74% (L + 6.75%/M)     2/2/2026     7.85 %       6,024  

One Commerce Drive

                                     

Schaumburg, IL 60173

                                     

Diligent Corporation

  Software   First lien(2)(10)   6.95% (L + 5.50%/Q)     4/14/2022     7.20 %       6,683  

1385 Broadway, 19th floor

  Software   First lien(3)(10)   6.93% (L + 5.50%/S)     4/14/2022     6.99 %       5,240  

New York, NY 10018

  Software   First lien(3)(10)   7.42% (L + 5.50%/Q)     4/14/2022     6.99 %       2,018  

  Software   First lien(2)(10)   6.95% (L + 5.50%/Q)     4/14/2022     7.20 %       137  

  Software   First lien(3)(10)(11) — Undrawn       12/19/2020             (124 )

                                  13,954  

DiversiTech Holdings, Inc. 

  Distribution & Logistics   Second lien(2)(10)   8.95% (L + 7.50%/Q)     6/2/2025     8.99 %       11,038  

6650 Sugarloaf Parkway #100

  Distribution & Logistics   Second lien(8)(10)   8.95% (L + 7.50%/Q)     6/2/2025     8.99 %       6,898  

Duluth, GA 30097

                                     

                                  17,936  

30


Table of Contents

Name / Address of Portfolio Company(1)

  Industry   Type of Investment   Interest Rate(12)     Maturity /
Expiration
Date
    Yield to
Maturity At
Cost(29)
    Percent of
Class
Held(30)
    Fair Value  

                                  (in thousands)  

EAB Global, Inc. 

  Education   Second lien(3)(10)   9.49% (L + 7.50%/S)     11/17/2025     9.08 %     $ 13,345  

Four Embarcadero Center, 20th Floor

  Education   Second lien(8)(10)   9.49% (L + 7.50%/S)     11/17/2025     9.08 %       7,174  

San Francisco, CA 94111

  Education   Preferred shares(3)(10)           13.02 %   23.83 %   48,375  

                                  68,894  

Education Management II LLC

  Education   First lien(2)   8.75% (P + 5.50%/S)(25)     7/2/2020             2  

210 Sixth Avenue, 33rd Floor

  Education   First lien(3)   8.75% (P + 5.50%/S)(25)     7/2/2020             1  

Pittsburgh, PA 15222

  Education   First lien(2)   11.75% (P + 8.50%/Q)(25)     7/2/2020              

  Education   First lien(3)   11.75% (P + 8.50%/Q)(25)     7/2/2020              

  Education   First lien(2)   11.75% (P + 8.50%/Q)(25)     7/2/2020              

  Education   First lien(3)   11.75% (P + 8.50%/Q)(25)     7/2/2020              

  Education   First lien(2)   14.00% (P + 8.50%/M)(25)     7/2/2020              

  Education   First lien(3)   14.00% (P + 8.50%/M)(25)     7/2/2020              

  Education   Preferred shares(3)               0.26 %    

  Education   Preferred shares(2)               0.26 %    

  Education   Ordinary shares(3)               0.19 %    

  Education   Ordinary shares(2)               0.19 %    

                                  3  

Finalsite Holdings, Inc. 

  Software   First lien(4)(10)   7.28% (L + 5.50%/Q)     9/25/2024     6.85 %       21,834  

655 Winding Brook Drive

  Software   First lien(2)(10)   7.28% (L + 5.50%/Q)     9/25/2024     6.85 %       10,785  

Glastonbury, CT 06033

  Software   First lien(3)(10)(11) — Undrawn       9/25/2024             (37 )

                                  32,582  

FR Arsenal Holdings II Corp. 

  Business Services   First lien(2)(10)   8.25% (L + 7.25%/Q)     9/8/2022     8.82 %       18,282  

2100 N Eastman Road

                                     

Longview, TX 75601

                                     

Frontline Technologies Group Holdings, LLC

  Software   First lien(4)(10)   6.75% (L + 5.75%/M)     9/18/2023     7.10 %       21,507  

397 Eagleview Boulevard

  Software   First lien(2)(10)   6.75% (L + 5.75%/M)     9/18/2023     7.10 %       18,125  

Exton, PA 19341

  Software   First lien(2)(10)   6.75% (L + 5.75%/M)     9/18/2023     7.18 %       7,481  

                                  47,113  

GC Waves Holdings, Inc.**

  Business Services   First lien(5)(10)   7.20% (L + 5.75%/Q)     10/31/2025     7.11 %       22,331  

1200 17th Street, Suite 500

  Business Services   First lien(2)(10)   7.20% (L + 5.75%/Q)     10/31/2025     7.11 %       3,645  

Denver, CO 80202

  Business Services   First lien(3)(10)(11) — Drawn   6.20% (L + 4.75%/Q)     10/31/2025     6.12 %       1,470  

  Business Services   First lien(3)(10)(11) — Undrawn       10/31/2025             (30 )

  Business Services   First lien(3)(10)(11) — Undrawn       11/1/2021             (63 )

                                  27,353  

GEMS Menasa (Cayman) Limited**

  Education   First lien(8)   6.61% (L + 5.00%/Q)     7/31/2026     6.25 %       29,656  

Sheikh Zayed Rd

                                     

Dubai, United Arab Emirates

                                     

Geo Parent Corporation

  Business Services   First lien(2)(10)   6.24% (L + 5.25%/M)     12/19/2025     6.01 %       12,599