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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): January 18, 2024
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) |
1633 Broadway, 48th Floor, New York, NY 10019
(Address of principal executive offices) (Zip
code)
Registrant’s telephone number, including
area code: (212) 720-0300
None
(Former name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
¨ |
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 |
|
NASDAQ Global Select Market |
8.250% Notes due 2028 |
|
NMFCZ |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02. |
Results of Operations and Financial Condition. |
Preliminary Estimates of Results as of December 31,
2023
On January 18, 2024,
New Mountain Finance Corporation (the “Company”, “we” or “our”) issued a press release to
announce preliminary estimates of its financial condition and results of operations as of and for the three months ended
December 31, 2023, which are estimated as of January 17, 2024 and are set forth below. The press release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
We estimate that our net investment
income per share for the three months ended December 31, 2023 was between $0.39 per share and $0.40 per share, calculated using 101,638,346
weighted average shares for the three months ended December 31, 2023.
We estimate that our net asset value per share as of December 31, 2023 was between $12.85 per share and $12.90 per share. This estimate
is net of the $0.10 per share special dividend that was paid on December 29, 2023.
We estimate that our statutory leverage ratio as
of December 31, 2023 was 1.14x and our statutory leverage ratio net of available cash was 1.10x.
The
information disclosed under this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into
any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Forward-Looking Statements
Item 2.02 of this Form 8-K
contains forward-looking statements with respect to the business and investments of the Company, including, but not limited to, the preliminary
estimates of its financial information and results for the three months ended December 31, 2023, which are based on current information
available to the Company as of the date hereof. The preliminary financial estimates furnished above are based on the Company management’s
preliminary determinations and current expectations as of January 17, 2024, and such information is inherently uncertain. The preliminary
financial estimates provided herein have been prepared by, and are the responsibility of, management. Neither Deloitte & Touche
LLP, our independent registered public accounting firm, nor any other independent accountants have audited, reviewed, compiled, or performed
any procedures with respect to the preliminary financial data set forth above. Accordingly, Deloitte & Touche LLP does not express
an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.
The preliminary financial
estimates may not align with the Company’s actual results of operations for the period, which will not be known until the Company
completes its customary financial year-end closing, including the determination of the fair value of the Company’s portfolio investments,
final adjustments and other developments that arise between now and the time that our financial results for the fiscal year ended December 31,
2023 are finalized. Actual results could differ materially from the current preliminary financial estimates based on adjustments made
during the Company’s year-end closing and audit procedures, and the Company’s reported information in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 may differ from this information, and any such differences may be material.
In addition, the information furnished above does not include all of the information regarding the Company’s financial condition
and results of operations for the three months ended December 31, 2023 that may be important to readers. As a result, readers are
cautioned not to place undue reliance on the information furnished in Item 2.02 and should view this information in the context of the
Company’s full fourth quarter 2023 results when such results are disclosed by the Company in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2023. The information furnished in this Item 2.02 is based on our management’s current
expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed
in, or implied by, such information.
Item 7.01 Regulation FD Disclosure.
The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.
The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated
by reference into any filing made by the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
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.
|
NEW MOUNTAIN FINANCE CORPORATION |
|
|
|
Date: January 18, 2024 |
By: |
/s/ Joseph W. Hartswell |
|
|
Name: |
Joseph W. Hartswell |
|
|
Title: |
Chief Compliance Officer and Corporate Secretary |
Exhibit 99.1
New Mountain Finance Corporation Announces Preliminary
Estimates of Fourth Quarter 2023 Operating Results
NEW YORK--(BUSINESS WIRE)—January 18, 2024--New
Mountain Finance Corporation (NASDAQ: NMFC) (“NMFC”, “the Company”, “we” or “our”)
today announced its preliminary estimates of its financial condition and results of operations as of and for the three months ended
December 31, 2023, which are estimated as of January 17, 2024.
We estimate that our net investment income per share for the three months ended
December 31, 2023 was between $0.39 per share and $0.40 per share, calculated using 101,638,346 weighted average shares for the three
months ended December 31, 2023. We estimate that our net asset value per share as of December 31, 2023 was between $12.85 per share and $12.90 per share. This estimate
is net of the $0.10 per share special dividend that was paid on December 29, 2023. We estimate that our statutory leverage ratio
as of December 31, 2023 was 1.14x and our statutory leverage ratio net of available cash was 1.10x.
NMFC will release its finalized fourth quarter 2023 operating results
on February 26, 2024.
ABOUT NEW MOUNTAIN FINANCE CORPORATION
New Mountain Finance Corporation (NASDAQ: NMFC) is a leading business
development company (BDC) focused on providing direct lending solutions to U.S. middle market companies backed by top private equity sponsors.
Our portfolio consists primarily of senior secured loans, and select junior capital positions, to growing businesses in defensive industries
that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating
resources of New Mountain Capital, a global investment firm with over $45 billion of assets under management as of September 30,
2023.
ABOUT NEW MOUNTAIN CAPITAL
New Mountain Capital is a New York-based investment
firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently
manages private equity, credit and net lease investment strategies with over $45 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.
FORWARD-LOOKING STATEMENTS
Statements included herein may contain “forward-looking
statements” with respect to the business and investments of the Company, including, but not limited to, the preliminary estimates
of its financial information and results for the three months ended December 31, 2023, which are based on current information available
to the Company as of the date hereof. The preliminary financial estimates furnished above are based on our management’s preliminary
determinations and current expectations as of January 17, 2024, and such information is inherently uncertain. The preliminary financial
estimates provided herein have been prepared by, and are the responsibility of, management. Neither Deloitte & Touche LLP, our
independent registered public accounting firm, nor any other independent accountants have audited, reviewed, compiled, or performed any
procedures with respect to the preliminary financial data set forth above. Accordingly, Deloitte & Touche LLP does not express
an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.
The preliminary financial estimates may not
align with the Company’s actual results of operations for the period, which will not be known until the Company completes its customary
financial year-end closing, including the determination of the fair value of the Company’s portfolio investments, final adjustments
and other developments that arise between now and the time that our financial results for the fiscal year ended December 31, 2023
are finalized. Actual results could differ materially from the current preliminary financial estimates based on adjustments made during
the Company’s year-end closing and audit procedures, and the Company’s reported information in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 may differ from this information, and any such differences may be material. In addition,
the information provided above does not include all of the information regarding the Company’s financial condition and results of
operations for the three months ended December 31, 2023 that may be important to readers. As a result, readers are cautioned not
to place undue reliance on the information herein and should view this information in the context of the Company’s full fourth quarter
2023 results when such results are disclosed by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31,
2023. The information provided above is based on our management’s current expectations that involve substantial risks and uncertainties
that could cause actual results to differ materially from the results expressed in, or implied by, such information.
Contact
New Mountain Finance Corporation
Investor Relations
Laura C. Holson, Authorized Representative
NMFCIR@newmountaincapital.com
(212) 220-3505
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