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Section 1: 8-K (NEW MOUNTAIN FINANCE CORP. 8-K)



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): November 19, 2019
 
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)
 
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:
 
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
Name of each exchange on which registered
Common stock, par value $0.01 per share
NMFC
New York Stock Exchange
5.75% Notes due 2023 NMFX
New York Stock Exchange
     

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. ☐



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2019, the board of directors of New Mountain Finance Corporation (“NMFC” or the “Company”) appointed Alice W. Handy as a Class II director with a term that expires at the Company’s 2022 annual meeting of stockholders. Additionally, Ms. Handy was appointed to the Company’s audit committee, valuation committee, compensation committee and nominating and corporate governance committee.

Ms. Handy retired from Investure on December 31, 2018, an outsourced investment office for colleges and foundations which she formed in 2003 having served most recently as its Managing Member until her retirement and its Chief Executive Officer until January 1, 2018. Prior to forming Investure, Ms. Handy was the President of the University of Virginia Investment Management Company from 1974 to 2003.  She currently serves on the board of directors of MSCI Inc., a company that provides investment decision support tools.

Ms. Handy is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Ms. Handy (i) was not appointed to the Company’s board of directors pursuant to any arrangement or understanding with any other person; (ii) has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction (for which the amount exceeds $120,000) in which the Company was or is a participant; and (iii) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with her appointment to the Company’s board of directors.

Also, on November 19, 2019, the board of directors of NMFC appointed John R. Kline as a Class I director with a term that expires at the Company’s 2021 annual meeting of stockholders.  Mr. Kline is the Chief Operating Officer and President of NMFC and thus, Mr. Kline is an “interested person” of the Company as such term is defined under Section 2(a)(19) of the 1940 Act.

Mr. Kline (i) was not appointed to the Company’s board of directors pursuant to any arrangement or understanding with any other person; (ii) except for purchasing 10,000 shares of the Company’s common stock at $13.25 per share in the Company’s primary offering of common stock that closed on October 25, 2019, has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction (for which the amount exceeds $120,000) in which the Company was or is a participant; and (iii) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment to the Company’s board of directors.


Item 9.01.
Financial Statements and Exhibits.
d) Exhibits.
 
Exhibit
Number
  
 
Description
     
  




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: November 19, 2019
By:
/s/ Karrie J. Jerry
 
 
Name:
Karrie J. Jerry
 
 
Title:
Corporate Secretary

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

New Mountain Finance Corporation Announces Appointment of Directors

NEW YORK--(BUSINESS WIRE)--November 19, 2019--New Mountain Finance Corporation (NYSE: NMFC) (the "Company", “NMFC,” "we", "us" or "our") announced today that its board of directors has appointed Alice W. Handy and John R. Kline as directors.

“On behalf of the Board, we welcome both Alice and John to the board. Alice brings 48 years of investment experience, as leader of the University of Virginia endowment, state treasurer of Virginia and founder of Investure. John came to New Mountain in 2008 at the inception of the credit effort and has been fundamental to its growth and success. We are proud to have both on the board now”, said Steve Klinsky, Chairman of the board of NMFC and Founder and CEO of New Mountain Capital.

“On behalf of the entire NMFC team, I would like to congratulate both Alice and John on their appointments,” said Adam Weinstein, Executive Vice President and board member of NMFC. “We believe both individuals add to the depth and talent of the board of directors.”

ABOUT NEW MOUNTAIN FINANCE CORPORATION
New Mountain Finance Corporation is a closed-end, non-diversified and externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, including first and second lien debt, notes, bonds and mezzanine securities. The Company’s first lien debt may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose the Company to the risks associated with second lien and subordinated loans to the extent it invests in the “last out” tranche. In some cases, the investments may also include small equity interests. The Company’s investment activities are managed by its Investment Adviser, New Mountain Finance Advisers BDC, L.L.C., which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. More information about New Mountain Finance Corporation can be found on the Company’s website at http://www.newmountainfinance.com.

ABOUT NEW MOUNTAIN CAPITAL
New Mountain Capital is a New York based investment firm focused on long-term business-building and growth investments. The firm currently manages private equity, public equity, and credit funds with over $20 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. For more information on New Mountain Capital, please visit http://www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS
Statements included herein may contain “forward-looking statements”, which relate to our future operations, future performance or our financial condition. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. New Mountain Finance Corporation undertakes no obligation to publicly update or revise any forward-looking statements made herein, except as may be required by law. All forward-looking statements speak only as of the time of this press release.

Contacts

New Mountain Finance Corporation
Investor Relations
Shiraz Y. Kajee, Authorized Representative
[email protected]
(212) 220-3505

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