Current Report Filing (8-k)
February 05 2021 - 8:58AM
Edgar (US Regulatory)
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): February 5, 2021
New Mountain Finance Corporation
(Exact name of registrant as specified
in its charter)
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Delaware
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814-00832
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27-2978010
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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NMFC
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NASDAQ Global Select Market
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5.75% Notes due 2023
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NMFCL
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NASDAQ Global Select Market
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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. ¨
Redemption of 5.75% Notes due 2023
On February 5, 2021, New Mountain Finance
Corporation (the “Company”) caused notices to be issued to the holders of its 5.75% Notes due 2023 (CUSIP 647551 209;
NASDAQ: NMFCL) (the “Notes”) regarding the Company’s exercise of its option to redeem all of the issued and outstanding
Notes, pursuant to Section 1104 of the Base Indenture, dated as of August 20, 2018, by and between the Company and U.S. Bank National
Association, as trustee, and Section 1.01(h) of the Second Supplemental Indenture dated as of September 25, 2018. The Company will
redeem all $51,750,000 in aggregate principal amount of the Notes on March 8, 2021 (the “Redemption Date”). The Notes
will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from January 1,
2021, through, but excluding, the Redemption Date. A copy of the notice of redemption is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated herein by reference.
Prepayment of 5.313% Senior Notes due 2021
On February 5, 2021, the Company caused notices to be issued to the holders of its 5.313% Senior Notes due 2021 (the “2021 Private
Notes”) regarding the Company's exercise of its option to prepay $90,000,000 in aggregate principal amount of issued and outstanding
2021 Private Notes, which represent the entire amount of 2021 Private Notes outstanding, pursuant to Section 8.2 of the Company's Amended
and Restated Note Purchase Agreement, dated as of September 30, 2016, by and among the Company and the purchasers' signatory thereto.
The Company will prepay all $90,000,000 in aggregate principal amount of the 2021 Private Notes on February 16, 2021 (the “Prepayment
Date”). The 2021 Private Notes will be prepaid at 100% of their principal amount, plus the accrued and unpaid interest thereon from
November 15, 2020, through, but excluding, the Prepayment Date on February 16, 2021.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
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NEW MOUNTAIN FINANCE CORPORATION
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Date: February 5, 2021
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By:
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/s/ Karrie J. Jerry
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Name:
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Karrie J. Jerry
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Title:
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Corporate Secretary
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