Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On
November 3, 2021, New Mountain Finance Corporation (the “Company”) entered into an equity distribution
agreement (the “Distribution Agreement”) with B. Riley Securities, Inc. and Raymond James &
Associates, Inc. (collectively, the “Agents”). Under the Distribution Agreement, the Company may, but has no obligation
to, issue and sell up to $250,000,000 in aggregate amount of shares of its common stock, par value $0.01 per share (the “Shares”), from
time to time through the Agents, or to them, as principal for their own account. The Company intends to use substantially all of the net
proceeds from this “at-the-market” offering to make investments in portfolio companies in accordance with its investment objective
and strategies, and may also use a portion of the net proceeds for other general corporate purposes, including to temporarily repay indebtedness
(which will be subject to reborrowing), and other working capital requirements.
Sales
of the Shares, if any, will be made under the prospectus supplement, dated November 3, 2021 (the “Prospectus Supplement”),
as may be supplemented from time to time, and the accompanying prospectus, dated May 21, 2020 (together with the Prospectus Supplement,
including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by
any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933,
as amended, including sales made directly on the NASDAQ Global Select Market or sales made to or through a market maker other than
on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated
prices.
The Agents are not required to sell any specific number or dollar amount of common stock, but will use commercially reasonable efforts
consistent with their sales and trading practices to sell the Shares. The Agents will receive a
commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Distribution
Agreement and reimbursement of certain expenses. The Distribution Agreement contains customary representations, warranties and agreements
of the Company, indemnification rights and obligations of the parties and termination provisions.
Further details regarding
the Distribution Agreement and the “at-the-market” offering are set forth in the Prospectus filed by the Company with
the Securities and Exchange Commission (the “SEC”) on November 3, 2021.
The foregoing description
of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds
Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1
hereto.
The
Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-238554),
the prospectus, dated May 21, 2020, contained therein, and the Prospectus Supplement.
This Current Report on Form 8-K
shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.