As filed with the Securities and Exchange Commission on September 28, 2016

Securities Act File No. 333-208622


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 o
Post-Effective Amendment No. 1 ý



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.
Lisa A. Morgan, Esq.
Sutherland Asbill & Brennan 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

   



EXPLANATORY NOTE

          This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-208622) of New Mountain Finance Corporation (the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement, which sets forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.



PART C
Other Information

Item 25.    Financial Statements And Exhibits

(1)
Financial Statements

          The following financial statements of New Mountain Finance Corporation ("NMFC", the "Registrant", "we", "us" and "our") are included in Part C of this Registration Statement.


INDEX TO FINANCIAL STATEMENTS

  PAGE

INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2015

   

New Mountain Finance Corporation

   

Consolidated Statements of Assets and Liabilities as of September 30, 2015 (unaudited) and December 31, 2014 (unaudited)

  F-2

Consolidated Statements of Operations for the three months and nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

  F-3

Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

  F-4

Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

  F-5

Consolidated Schedule of Investments as of September 30, 2015 (unaudited)

  F-6

Consolidated Schedule of Investments as of December 31, 2014

  F-17

Notes to the Consolidated Financial Statements of New Mountain Finance Corporation

  F-26

Report of Independent Registered Public Accounting Firm

  F-78

AUDITED FINANCIAL STATEMENTS

   

Report of Independent Registered Public Accounting Firm

  F-79

New Mountain Finance Corporation

   

Consolidated Statements of Assets and Liabilities as of December 31, 2014 and December 31, 2013

  F-80

Consolidated Statements of Operations for the years ended December 31, 2014, December 31, 2013 and December 31, 2012

  F-81

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012

  F-82

Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012

  F-83

Consolidated Schedule of Investments as of December 31, 2014

  F-84

Consolidated Schedule of Investments as of December 31, 2013

  F-93

Notes to the Consolidated Financial Statements of New Mountain Finance Corporation

  F-98
(2)
Exhibits

  (a)(1)   Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(2)

 

(a)(2)

 

Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(3)

 

(b)

 

Amended and Restated Bylaws of New Mountain Finance Corporation(2)

 

(d)(1)

 

Form of Stock Certificate of New Mountain Finance Corporation(1)

 

(d)(2)

 

Form of Indenture(6)

C-1


  (d)(3)   Indenture by and between New Mountain Finance Corporation, as Issuer, and U.S. National Bank Association, as Trustee, dated June 3, 2014(9)

 

(d)(4)

 

Form of Global Note 5.00% Convertible Senior Note Due 2019 (included as part of Exhibit (d)(3))(9)

 

(d)(5)

 

Statement of Eligibility of Trustee on Form T-1(17)

 

(e)

 

Dividend Reinvestment Plan(2)

 

(f)(1)

 

Second Amended and Restated Loan and Security Agreement, dated as of December 18, 2014, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, National Association, as lender and custodian(12)

 

(f)(2)

 

Form of Variable Funding Note of New Mountain Finance Holdings, L.L.C., as the Borrower(1)

 

(f)(3)

 

Form of Amended and Restated Account Control Agreement, among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent, and Wells Fargo Bank, National Association, as Securities Intermediary(1)

 

(f)(4)

 

Form of Senior Secured Revolving Credit Agreement, by and between New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent, dated June 4, 2014(10)

 

(f)(5)

 

Form of Guarantee and Security Agreement dated June 4, 2014, among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent(10)

 

(f)(6)

 

Amendment No. 1, dated December 31, 2014, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Syndication Agent(13)

 

(f)(7)

 

Amendment No. 2, dated June 26, 2015, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Syndication Agent(15)

 

(f)(8)

 

Commitment Increase Agreement, dated March 23, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Syndication Agent(18)

 

(f)(9)

 

Commitment Increase Agreement, dated May 4, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Syndication Agent(19)

 

(f)(10)

 

Form of Note Purchase Agreement relating to 5.313% Senior Notes due 2021, dated as of May 4, 2016, by and between New Mountain Finance Corporation and the purchaser party thereto(19)

 

(g)

 

Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, LLC(8)

 

(h)(1)

 

Form of Underwriting Agreement(5)

C-2


  (h)(2)   Underwriting Agreement, dated September 27, 2016, among New Mountain Finance Corporation, New Mountain Finance Advisers BDC, L.L.C., New Mountain Finance Administration, L.L.C. and Wells Fargo Securities, LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named on Schedule I thereto*

 

(j)(1)

 

Form of Safekeeping Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Safekeeping Agent(1)

 

(j)(2)

 

Custody Agreement by and between New Mountain Finance Corporation and U.S. Bank National Association(7)

 

(k)(1)

 

Second Amended and Restated Administration Agreement(14)

 

(k)(2)

 

Form of Trademark License Agreement(1)

 

(k)(3)

 

Amendment No. 1 to Trademark License Agreement(4)

 

(k)(5)

 

Form of Indemnification Agreement by and between New Mountain Finance Corporation and each director(1)

 

(k)(6)

 

Limited Liability Company Agreement of NMFC Senior Loan Program II LLC, dated March 9, 2016(19)

 

(l)(1)

 

Opinion of Sutherland Asbill & Brennan LLP(20)

 

(l)(2)

 

Opinion of Sutherland Asbill & Brennan LLP*

 

(n)(1)

 

Consent of Sutherland Asbill & Brennan LLP (incorporated by reference to exhibit (l) hereto)(20)

 

(n)(2)

 

Consent of Deloitte & Touche LLP(20)

 

(n)(3)

 

Report of Deloitte & Touche LLP(17)

 

(n)(4)

 

Awareness Letter of Deloitte & Touche LLP(20)

 

(n)(5)

 

Consent of Sutherland Asbill & Brennan LLP (incorporated by reference to exhibit (l)(2) hereto)*

 

(n)(6)

 

Consent of Deloitte & Touche LLP*

 

(n)(7)

 

Awareness Letter of Deloitte & Touche LLP*

 

(r)

 

Code of Ethics(1)

 

99.1

 

Form of Prospectus Supplement for Common Stock Offerings(5)

 

99.2

 

Form of Prospectus Supplement for Preferred Stock Offerings(6)

 

99.3

 

Form of Prospectus Supplement for Rights Offerings(6)

 

99.4

 

Form of Prospectus Supplement for Warrants Offerings(6)

 

99.5

 

Form of Prospectus Supplement Retail Notes Offerings(11)

 

99.6

 

Form of Prospectus Supplement for Institutional Notes Offerings(11)

 

99.7

 

Supplemental Financial Information(16)

*
Filed herewith.

C-3


(1)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.

(2)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on August 11, 2011.

(3)
Previously filed in connection with New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation report on Form 8-K filed on August 25, 2011.

(4)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 14, 2011.

(5)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File Nos. 333-180689 and 333-180690) filed on July 10, 2012.

(6)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File Nos. 333-189706 and 333-189707) filed on November 20, 2013.

(7)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on April 11, 2014.

(8)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on May 8, 2014.

(9)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 4, 2014.

(10)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 10, 2014.

(11)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 2 (File No. 333-197004) filed on August 29, 2014.

(12)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on December 23, 2014.

(13)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on January 5, 2015.

(14)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 5, 2015.

(15)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 30, 2015.

(16)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 4, 2015.

(17)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 (File No. 333-208622) filed on December 18, 2015.

(18)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on March 29, 2016.

(19)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 4, 2016.

(20)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File No. 333-208622) filed on January 29, 2016.

C-4


Item 26.    Marketing Arrangements

          The information contained under the heading "Plan of Distribution" in this Registration Statement is incorporated herein by reference.

Item 27.    Other Expenses Of Issuance And Distribution

SEC registration fee

  $ 25,175 *

FINRA filing fee

  $ 38,000 **

New York Stock Exchange listing fee

  $ 75,692  

Accounting fees and expenses

  $ 170,000  

Legal fees and expenses

  $ 400,000  

Printing and engraving

  $ 200,000  

Miscellaneous fees and expenses

  $ 5,000  

Total

  $ 913,867  

Note: All listed amounts, except the SEC registration fee and the FINRA filing fee, are estimates.

*
$20,140 of this amount has been offset against filing fees associated with unsold securities registered under previous registration statements.

**
$30,000 of this amount has been offset against filing fees associated with unsold securities registered under previous registration statements.

Item 28.    Persons Controlled By Or Under Common Control

          The following list sets forth each of our subsidiaries, the state under whose laws the subsidiary is organized and the voting securities owned by us, directly or indirectly, in such subsidiary:

New Mountain Finance Holdings, L.L.C. (Delaware)

    100.0 %

NMF Ancora Holdings, Inc. (Delaware)

    100.0 %

NMF QID NGL Holdings, Inc. (Delaware)

    100.0 %

NMF YP Holdings, Inc. (Delaware)

    100.0 %

New Mountain Finance Servicing, L.L.C. (Delaware)

    100.0 %

New Mountain Finance SBIC G.P., L.L.C. (Delaware)

    100.0 %

New Mountain Finance SBIC, L.P. (Delaware)

    100.0 %

          Each of our subsidiaries is consolidated for financial reporting purposes.

          In addition, we may be deemed to control certain portfolio companies. See "Portfolio Companies" in the prospectus.

Item 29.    Number Of Holders Of Securities

          The following table sets forth the number of record holders of our common stock as of January 27, 2016.

Title of Class

  Number of
Record Holders

Common stock, $0.01 par value

  29

C-5


Item 30.    Indemnification

          Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify its officers and directors and specific other persons to the extent and under the circumstances set forth therein.

          Section 102(b)(7) of the Delaware General Corporation Law allows a Delaware corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabilities arising (a) from any breach of the director's duty of loyalty to the corporation or its stockholders; (b) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) from any transaction from which the director derived an improper personal benefit.

          Subject to the 1940 Act or any valid rule, regulation or order of the SEC thereunder, NMFC's amended and restated bylaws provide that it will indemnify any person who was or is a party or is threatened to be made a party to any threatened action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of NMFC, or is or was serving at the request of NMFC as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, in accordance with provisions corresponding to Section 145 of the Delaware General Corporation Law. The 1940 Act provides that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. In addition, NMFC's amended and restated bylaws provide that the indemnification described therein is not exclusive and shall not exclude any other rights to which the person seeking to be indemnified may be entitled under statute, any bylaw, agreement, vote of stockholders or directors who are not interested persons, or otherwise, both as to action in his or her official capacity and to his or her action in another capacity while holding such office.

          The above discussion of Section 145 of the Delaware General Corporation Law and NMFC's amended and restated bylaws is not intended to be exhaustive and is respectively qualified in its entirety by such statute and NMFC's amended and restated bylaws.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          The Registrant has obtained primary and excess insurance policies insuring our directors and officers against some liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on the Registrant's behalf, may also pay amounts for which the Registrant has granted indemnification to the directors or officers.

C-6


          The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, New Mountain Finance Advisers BDC, L.L.C., or the Investment Adviser, and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it are entitled to indemnification from NMFC for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Investment Adviser's services under the Investment Management Agreement or otherwise as investment adviser of NMFC.

          The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, New Mountain Finance Administration, L.L.C. and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of services under the Administration Agreement or otherwise as administrator for the Registrant.

Item 31.    Business And Other Connections Of Investment Adviser

          A description of any other business, profession, vocation, or employment of a substantial nature in which the Investment Adviser, and each director or executive officer of the Investment Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled "Management — Biographical Information — Directors", "Portfolio Management — Investment Personnel", "Management — Biographical Information — Executive Officers Who Are Not Directors" and "Investment Management Agreement". Additional information regarding the Investment Adviser and its officers and directors is set forth in its Form ADV, as filed with the United States Securities and Exchange Commission (SEC File No. 801-71948), and is incorporated herein by reference.

Item 32.    Location Of Accounts And Records

          All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

C-7


Item 33.    Management Services

          Not Applicable.

Item 34.    Undertakings

C-8


C-9



SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 28th day of September, 2016.

    NEW MOUNTAIN FINANCE CORPORATION

 

 

By:

 

/s/ ROBERT A. HAMWEE

Robert A. Hamwee
Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 has been signed by the following persons on behalf of the Registrant, and in the capacities indicated, on the 28th day of September, 2016.

Signature
 
Title

 

 

 
/s/ ROBERT A. HAMWEE

Robert A. Hamwee
  Chief Executive Officer (Principal Executive Officer) and Director

/s/ SHIRAZ Y. KAJEE

Shiraz Y. Kajee

 

Chief Financial Officer (Principal Financial Officer) and Treasurer

*

Steven B. Klinsky

 

Chairman of the Board of Directors

*

Adam B. Weinstein

 

Executive Vice President, Chief Administrative Officer and Director

*

Alfred F. Hurley Jr.

 

Director

*

David R. Malpass

 

Director

*

David Ogens

 

Director

*

Kurt J. Wolfgruber

 

Director

*
Signed by Robert A. Hamwee pursuant to a power of attorney signed by each individual and filed with this registration statement on December 18, 2015.

C-10