Item 1.01Entry into a Material Definitive Agreement.
On November 3, 2021, New Mountain Finance Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through sales agents, shares of the Company’s common stock, par value $0.01 per share (the “Shares”).
On May 18, 2023, in connection with the effectiveness of the Company’s shelf registration statement on Form N-2 (File No. 333-272060) (the “Registration Statement”), the Company entered into an amendment (the “Amendment”) to the equity distribution agreement, dated November 3, 2021 (the “Equity Distribution Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Raymond James & Associates, Inc. (“Raymond James” and, together with B. Riley, the “Sales Agents”). The Amendment was entered into by and between the Company and the Sales Agents in order to reflect the migration of the ATM Program to the Registration Statement from the Company’s previous shelf registration statement on Form N-2 (File No. 333-238554). Under the Equity Distribution Agreement, as amended by the Amendment, the Company may, but has no obligation to, issue and sell up to $250.0 million in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for their own account. As of May 15, 2023, up to approximately $196.9 million in aggregate amount of the Shares remained available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreement, as amended by the Amendment, and the ATM Program are set forth in the Company’s prospectus supplement, dated May 18, 2023 (the “ATM Prospectus Supplement”) and the accompanying prospectus, dated May 18, 2023 (together with the ATM Prospectus Supplement, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, 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 Registration Statement, the prospectus, dated May 18, 2023, contained therein, and the Prospectus, as supplemented from time to time.
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.
