As filed with the Securities and Exchange Commission
on November 4, 2022
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
New Mountain Finance Corporation
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
5.75% Convertible Notes due 2023
(Title of Class of Securities)
647551 AC4
(CUSIP Number of Class of Securities)
Robert A. Hamwee
New Mountain Finance Corporation
1633 Broadway, 48th Floor
New York, New York 10019
(212) 720-0300
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
Copies to:
Steven B. Boehm
Payam Siadatpour
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20001
(202) 383-0100
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check
the appropriate boxes below to designate any transactions to which the statement relates: |
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Third-party tender offer subject to Rule 14d-1. |
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| x |
Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3. |
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Amendment to Schedule 13D under Rule 13d-2. |
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Check
the box if the filing is a final amendment reporting the results of the tender offer. |
This Tender Offer Statement on Schedule TO is filed
by New Mountain Finance Corporation, a Delaware corporation (the “Company”), and relates to the offer by the Company (the
“Tender Offer”) to purchase, upon the terms and subject to the conditions set forth in the attached Offer to Purchase, dated
November 4, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), up to $201,250,000 aggregate
principal amount of outstanding 5.75% Convertible Notes due 2023 (the “Notes”), for cash in an amount equal to $1,000 per
$1,000 principal amount of Notes purchased (exclusive of accrued and unpaid interest on such Notes).
Copies of the Cover Letter to the Offer to Purchase
and the Offer to Purchase are filed with this Schedule TO as Exhibit (a)(1)(A) and (a)(1)(B), respectively. The Tender Offer will expire
at 11:59 P.M., New York City time, on December 6, 2022, or any other date and time to which the Company extends the Tender Offer, unless
earlier terminated. This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) and Rule 13e-4(d)(1) under
the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.
The information set forth in the Offer to Purchase
is incorporated by reference herein in response to Items 1 through 13 of Schedule TO, including as more specifically set forth below.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase
under the heading “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a)Name and Address. The name
of the subject company is New Mountain Finance Corporation, a Delaware corporation. The Company’s principal executive offices are
located at 1633 Broadway, 48th Floor, New York, New York 10019. The telephone number of its principal office is (212) 730-0300.
(b)Securities. The securities
that are the subject of the Tender Offer are the Company’s outstanding Notes. As of September 30, 2022, there were $201,250,000
aggregate principal amount of Notes outstanding. The information set forth in the Offer to Purchase under the heading “Summary Term
Sheet” is incorporated herein by reference.
(c)Trading Market and Price.
The information set forth in the Offer to Purchase under the heading “Market Price Information” is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
(a)Name
and Address. The name of the filing person is New Mountain Finance Corporation, a Delaware corporation. The Company’s principal
executive offices are located at 1633 Broadway, 48th Floor, New York, New York 10019. The telephone number of its principal
office is (212) 730-0300. The filing person is the subject person.
The following persons
are directors and executive officers of New Mountain Finance Corporation.
| |
|
| Name |
Position |
| Robert A. Hamwee |
Director, Chief Executive Officer |
| Steven B. Klinsky |
Director, Chairman of the Board |
| Alfred F. Hurley, Jr. |
Director |
| Alice W. Handy |
Director |
| David Ogens |
Director |
| Adam B. Weinstein |
Director, Executive Vice President,
Chief Administrative Officer |
| Daniel B. Hebert |
Director |
| Rome G. Arnold III |
Director |
| John R. Kline |
Director, President |
| Shiraz Y. Kajee |
Chief Financial Officer |
| Joseph W. Hartswell |
Chief Compliance Officer |
| Laura Holson |
Chief Operating Officer |
The business address and telephone number for all
of the above directors and executive officers are c/o New Mountain Finance Corporation, a Delaware corporation. The Company’s principal
executive offices are located at 1633 Broadway, 48th Floor, New York, New York 10019 and (212) 730-0300.
Item 4. Terms of the Transaction.
(a)Material Terms. The information
set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer,” “Certain
Considerations,” “Source of Funds” and “Certain U.S. Federal Income Tax Considerations” is incorporated
herein by reference.
(b)Purchases. To the knowledge
of the Company, based on reasonable inquiry, no Notes are owned by the Company or any officer, director or affiliate of any of the foregoing
and therefore no Notes will be acquired from the Company or any officer, director or affiliate of the foregoing. The information set forth
in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning
the Notes” is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e)Agreements
Involving the Subject Company’s Securities. Information regarding agreements involving the Notes is incorporated herein by reference
from the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning
the Notes.” Except as set forth therein, the Company does not know of any agreement, arrangement, understanding or relationship
relating, directly or indirectly, to the Tender Offer (whether or not legally enforceable), between the Company, any of its executive
officers or directors, any person controlling the Company or any executive officer or director of any corporation ultimately in control
of the Company and any other person with respect to the Company’s securities (including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
Item
6. Purposes of the Transaction and Plans or Proposals.
(a)Purposes. The information
set forth in the Offer to Purchase under the heading “The Tender Offer-Purpose of the Tender Offer” is incorporated herein
by reference.
(b)Use of Securities Acquired.
The information set forth in the Offer to Purchase under the heading “The Tender Offer-Payment for Notes” is incorporated
herein by reference.
(c)Plans. At any given time,
the Company may be evaluating or in discussions regarding one or more strategic transactions although, the Company currently has no material
plans, proposals or negotiations described in Item 1006(c) of Regulation M-A under the Exchange Act to disclose at this time. The information
set forth in the Offer to Purchase including under the headings “Certain Considerations-Treatment of Notes Not Tendered in the Tender
Offer” and “Source of Funds” (and the documents incorporated by reference therein) is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information in the Offer to Purchase under
the headings “The Tender Offer-Conditions to the Tender Offer,” “Certain Considerations-Conditions to the Consummation
of the Tender Offer” and “Source of Funds” is incorporated herein by reference in response to Regulation M-A Items 7(a),
(b) and (d).
Item 8. Interest in Securities of the Subject Company.
(a)Securities Ownership. To
the knowledge of the Company, based on reasonable inquiry, no Notes are owned by the Company or any officer, director or affiliate of
any of the foregoing and therefore no Notes will be acquired from the Company or any officer, director or affiliate of the foregoing.
The information set forth in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions
and Arrangements Concerning the Notes” is incorporated herein by reference.
(b)Securities Transactions.
The information set forth in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions
and Arrangements Concerning the Notes” is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a)Solicitations
or Recommendations. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The
Information and Tender Agent” is incorporated herein by reference.
Item 10. Financial Statements.
(a)Financial Statements. Not
applicable.
(b)Pro Forma. Not applicable.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) The information under the heading “Where You Can
Find More Information” in the Offer to Purchase is incorporated herein by reference. The Company will amend this Schedule TO to
reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2)
promulgated under the Exchange Act.
(a)(2) The information under the heading “Where You
Can Find More Information” in the Offer to Purchase is incorporated herein by reference.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) Other Material Information. The information set
forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed herewith as Exhibits (a)(1)(B) and (a)(1)(C),
respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this
Schedule TO to include documents that the Company may file with the Securities and Exchange Commission after the date of the Offer to
Purchase pursuant to Sections 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Offer to the extent required
by Rule 13e-4(d)(2) promulgated under the Exchange Act.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| New Mountain Finance Corporation |
|
| |
|
| By: |
/s/ Robert
A. Hamwee |
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| Name: Robert A. Hamwee |
|
| Title: Chief Executive Officer |
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Dated: November 4, 2022
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