<SEC-DOCUMENT>0001157523-19-002110.txt : 20191025
<SEC-HEADER>0001157523-19-002110.hdr.sgml : 20191025
<ACCEPTANCE-DATETIME>20191025113430
ACCESSION NUMBER:		0001157523-19-002110
CONFORMED SUBMISSION TYPE:	497AD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20191025
DATE AS OF CHANGE:		20191025

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			New Mountain Finance Corp
		CENTRAL INDEX KEY:			0001496099
		IRS NUMBER:				272978010
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497AD
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-230326
		FILM NUMBER:		191168628

	BUSINESS ADDRESS:	
		STREET 1:		787 SEVENTH AVENUE, 48TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		(212) 720-0300

	MAIL ADDRESS:	
		STREET 1:		787 SEVENTH AVENUE, 48TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	New Mountain Guardian Corp
		DATE OF NAME CHANGE:	20100706
</SEC-HEADER>
<DOCUMENT>
<TYPE>497AD
<SEQUENCE>1
<FILENAME>a52117534.htm
<DESCRIPTION>NEW MOUNTAIN FINANCE CORP. 497AD
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    <div style="text-align: right; font-weight: bold;">Filed Pursuant to Rule 497(a)<br>
      File No. 333-230326<br>
      Rule 482 AD</div>
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    <div style="background-color: #FFFFFF;">
      <div style="font-weight: bold;">New Mountain Finance Corporation Announces Completion of Offering of 9,200,000 Shares of Common Stock</div>
      <div><br>
      </div>
      <div>New York, NY &#8211; 10/25/2019 &#8211; New Mountain Finance Corporation (the &#8220;Company&#8221;) (NYSE: NMFC) announced today that it has completed an underwritten offering of 9,200,000 shares of its common stock (including 1,200,000 shares of common stock that
        were issued pursuant to the full exercise of the option granted to the underwriters to purchase additional shares) at a public offering price of $13.25 per share<font style="background-color: #FFFFFF;">. </font>Certain of the Company&#8217;s officers
        and interested directors <font style="background-color: #FFFFFF;">purchased an aggregate 400,000 shares in this offering at the public offering price. The Company&#8217;s investment adviser, New Mountain Finance Advisers BDC, L.L.C. (the &#8220;Adviser&#8221;),
          paid a sales load of $0.41 per share payable to the underwriters (other than the 400,000 shares purchased by certain officers and interested directors for which no sales load is payable to the underwriters). In addition, the Adviser paid the
          underwriters an additional supplemental payment of $0.35 per share, which reflects the difference between the actual public offering price of $13.25 per share and the net proceeds of $13.60 per share received by the Company in this offering. The
          net amount received by the Company is believed to be in excess of book value and is therefore accretive to shareholders.</font></div>
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      <div>The Company intends to use the net proceeds from the offering primarily for new investments in portfolio companies in accordance with its investment objective and strategies.&#160;The Company may also use a portion of such net proceeds for other
        general corporate purposes, including to temporarily repay indebtedness (which will be subject to re-borrowing), and other working capital needs.</div>
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      </div>
      <div>The joint-lead book-running managers for the offering were Wells Fargo Securities, LLC, Morgan Stanley &amp; Co. LLC, BofA Securities, Goldman Sachs &amp; Co. LLC, Keefe, Bruyette &amp; Woods,&#160;A Stifel Company, UBS Securities LLC and Deutsche
        Bank Securities Inc. The co-managers for the offering were Janney Montgomery Scott LLC and Oppenheimer &amp; Co. Inc.</div>
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      </div>
      <div style="font-weight: bold;">Investors are advised to carefully consider the investment objectives, risks and charges and expenses of the Company before investing. The prospectus supplement, dated October 22, 2019, and accompanying prospectus,
        dated April 29, 2019, each of which has been filed with the Securities and Exchange Commission, contain a description of these matters and other important information about the Company and should be read carefully before investing.</div>
      <div><br>
      </div>
      <div style="font-style: italic;">This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor shall there be any sale of these securities or any other
        securities referred to in this press release in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any state.</div>
      <div><br>
      </div>
      <div style="font-weight: bold;">A shelf registration statement relating to these securities is on file with and has been declared effective by the Securities and Exchange Commission. The offering may be made only by means of a prospectus and a
        related prospectus supplement, copies of which may be obtained from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152-4077, or by calling (800) 326-5897, or by email:
        cmclientsupport@wellsfargo.com; or Morgan Stanley &amp; Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC&#160;28255-0001, Attn:
        Prospectus Department, or by calling 1-800-294-1322, or by email: dg.prospectus_requests@baml.com; or Goldman Sachs &amp; Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, or by calling (866) 471-2526, sending a request via
        facsimile at (212) 902-9316, or by email: prospectus-ny@ny.email.gs.com.</div>
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      <div style="font-weight: bold;">About New Mountain Finance Corporation</div>
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      </div>
      <div>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&#8217;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&#8217;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 &#8220;last out&#8221; tranche. In some cases, the investments may also include small equity interests. The Company&#8217;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.</div>
      <div><br>
      </div>
      <div style="font-weight: bold;">Forward-Looking Statements</div>
      <div><br>
      </div>
      <div>Statements included herein may constitute &#8220;forward-looking statements&#8221;, which relate to future events or our future operations, performance or financial condition. Forward-looking statements include statements regarding our intentions related to
        the offering discussed in this press release, including the use of proceeds from the offering.&#160;These 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. The Company undertakes no obligation to publicly update or revise any forward-looking statements made herein, unless required to do so by law. All forward-looking statements speak only as of the time of this press release.</div>
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      </div>
      <div>SOURCE: New Mountain Finance Corporation</div>
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      </div>
      <div>New Mountain Finance Corporation</div>
      <div><font style="background-color: #FFFFFF;">Shiraz Y. Kajee, Authorized Representative</font><br>
        <font style="background-color: #FFFFFF;">NMFCIR@newmountaincapital.com</font><br>
        <font style="background-color: #FFFFFF;">(212) 220-3505</font></div>
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