UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  September 1, 2020
 
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
814-00832
 
27-2978010
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
787 7th Avenue, 48th Floor, New York, NY 10019
(Address of principal executive offices)
 
Registrant’s telephone number, including area code (212) 720-0300

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
NMFC
New York Stock Exchange
5.75% Notes due 2023
NMFX
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01.          Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 1, 2020, acting pursuant to authorization from New Mountain Finance Corporation’s (the “Company”) board of directors (the “Board”), the Company notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the principal listing of its common stock, par value $0.01 per share (the “Common Stock”), and its 5.75% Notes due 2023 (the “Notes”) from the NYSE and transfer the listings to the Nasdaq Global Select Market (the “NASDAQ”) effective September 11, 2020. The Company has completed the NASDAQ application process and has been authorized to transfer the listings of the Common Stock and the Notes to the NASDAQ. The Company expects the Common Stock and the Notes to begin trading on the NASDAQ under the ticker symbols “NMFC” and “NMFCL”, respectively, on September 14, 2020. Until that time, the Common Stock and the Notes will continue to trade on the NYSE.

Item 7.01          Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the Common Stock and 5.75% Notes due 2023 to the NASDAQ.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01          Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
Description
   
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
New Mountain Finance Corporation
     
 
By:
/s/ Karrie J. Jerry
 
Name:
Karrie J. Jerry
 
Title:
Chief Compliance Officer and Corporate Secretary
 

 
Date: September 1, 2020
Exhibit 99.1

New Mountain Finance Corporation Announces Transfer of Listing from the New York Stock Exchange to the NASDAQ Global Select Market

NEW YORK--(BUSINESS WIRE)--September 1, 2020--New Mountain Finance Corporation (NYSE: NMFC) (the "Company", "we", "us" or "our") today announced that it has completed the application process and has been authorized to transfer the listing of its shares of common stock, par value $0.01 per share (the “Common Stock”), and its 5.75% Notes due 2023 (the “Notes”) from the New York Stock Exchange (the “NYSE”) to the NASDAQ Global Selected Market (the “NASDAQ”). The Company expects the Common Stock and the Notes to begin trading on the NASDAQ under the ticker symbols “NMFC” and “NMFCL”, respectively, on September 14, 2020. Until that time, the Common Stock and the Notes will continue to trade on the NYSE.

“We are excited by our future partnership with Nasdaq. Their trading platform, on which many other business development companies are listed, offers NMFC a more cost-effective listing option and is aligned with our goals to enhance operating efficiencies and shareholder value” said Robert Hamwee, Director and Chief Executive Officer.

ABOUT NEW MOUNTAIN FINANCE CORPORATION

New Mountain Finance Corporation is a closed-end, non-diversified and externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company’s 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 Company’s 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 the Company to the risks associated with second lien and subordinated loans to the extent it invests in the “last out” tranche. In some cases, the investments may also include small equity interests. The Company’s investment activities are managed by its Investment Adviser, New Mountain Finance Advisers BDC, L.L.C., which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. More information about New Mountain Finance Corporation can be found on the Company’s website at http://www.newmountainfinance.com.

ABOUT NEW MOUNTAIN CAPITAL

New Mountain Capital is a New York based investment firm focused on long-term business-building and growth investments. The firm currently manages private equity, public equity, and credit funds with over $25 billion in assets under management. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit http://www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS

Statements included herein may contain “forward-looking statements”, which relate to our future operations, future performance or our financial condition. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including the impact of COVID-19 and related changes in base interest rates and significant volatility on our business, portfolio companies, our industry and the global economy. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. New Mountain Finance Corporation undertakes no obligation to publicly update or revise any forward-looking statements made herein, except as may be required by law. All forward-looking statements speak only as of the time of this press release.

Contacts

New Mountain Finance Corporation
Investor Relations
Shiraz Y. Kajee, Authorized Representative
NMFCIR@newmountaincapital.com
(212) 220-3505