NEW MOUNTAIN FINANCE CORP : Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement.

Unsecured Notes Offering

On June 15, 2022, New Mountain Finance Corporation (the “Company”) entered into
a sixth supplement (the “Supplement”) to its Amended and Restated Note Purchase
Agreement, dated September 30, 2016 (the “Note Purchase Agreement”). Pursuant to
the Supplement, on June 15, 2022, the Company issued to institutional investors
identified therein, in a private placement, $75,000,000 in aggregate principal
amount of 5.90% Series 2022A Senior Notes due June 15, 2027 (the “Notes”) as an
additional series of notes under the Note Purchase Agreement. Except as set
forth in the Supplement, the Notes have the same terms as the $55,000,000 in
aggregate principal amount of the 4.76% Series 2017A Senior Notes due July 15,
2022, the $90,000,000 in aggregate principal amount of the 4.87% Series 2018A
Senior Notes due January 30, 2023, the $50,000,000 in aggregate principal amount
of the 5.36% Series 2018B Senior Notes due June 28, 2023, the $116,500,000 in
aggregate principal amount of the 5.494% Series 2019A Senior Notes due April 30,
2024 and the $200,000,000 in aggregate principal amount of the 3.875% Series
2021A Senior Notes due January 29, 2026 (collectively, the “Prior Notes”) that
the Company previously issued pursuant to the Note Purchase Agreement, the first
supplement thereto, the second supplement thereto, the third supplement thereto,
the fourth supplement thereto and the fifth supplement thereto, respectively.
The Supplement includes certain additional covenants and terms, including,
without limitation, a requirement that the Company not exceed a debt-to-equity
ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a
requirement that the Company not exceed a secured debt ratio of 0.70 to 1.00 at
any time, which covenants were also included in the third, fourth and fifth
supplements to the Note Purchase Agreement relating to the 5.36% Series 2018B
Senior Notes due June 28, 2023, the 5.494% Series 2019A Senior Notes due April
30, 2024 and the 3.875% Series 2021A Senior Notes due January 29, 2026,
respectively.

The Notes will rank equal in priority with the Company’s other unsecured
indebtedness, including the Prior Notes. Interest on the Notes will be payable
semi-annually in arrears on June 15 and December 15 of each year, commencing
December 15, 2022. This interest rate is subject to increase in the event that:
(i) subject to certain exceptions, the Notes or the Company cease to have an
investment grade rating or (ii) the aggregate amount of the Company’s unsecured
debt falls below $150,000,000. In each such event, the Company also has the
option to offer to prepay the Notes at par, in which case the holders of the
Notes who accept the offer would not receive the increased interest rate. In
addition, the Company is obligated to offer to prepay the Notes at par if the
Company’s investment adviser, New Mountain Finance Advisers BDC, L.L.C. (the
“Investment Adviser”), or an affiliate thereof, ceases to be the Company’s
investment adviser or if certain change in control events occur with respect to
the Investment Adviser. The Note Purchase Agreement also contains customary
terms and conditions for unsecured notes issued in a private placement,
including, without limitation, affirmative and negative covenants such as
information reporting, maintenance of the Company’s status as a business
development company under the Investment Company Act of 1940, as amended, and a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended, minimum stockholders’ equity, minimum asset coverage ratio,
and prohibitions on certain fundamental changes at the Company or any subsidiary
guarantor, as well as customary events of default with customary cure and
notice, including, without limitation, nonpayment, misrepresentation in a
material respect, breach of covenant, cross-default under other indebtedness of
the Company or certain subsidiaries, certain judgments and orders, and certain
events of bankruptcy.

The Company intends to use the proceeds of the offering to redeem its 4.76%
Unsecured Notes due July 15, 2022, to repay other outstanding debt and for
general corporate purposes.

The description above is only a summary of the material provisions of the
Supplement and is qualified in its entirety by reference to the copy of the form
of Supplement which is filed as Exhibit 10.1 to this current report on Form 8-K
and is incorporated herein by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

          Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits

  (a)  Not applicable.




  (b)  Not applicable.




  (c)  Not applicable.




  (d)  Exhibits.




Exhibit No.



  10.1     Form of Sixth Supplement to Amended and Restated Note Purchase Agreement,
         dated June 15, 2022, by and between New Mountain Finance Corporation and the
         purchasers party thereto, relating to the 5.90% Series 2022A Senior Notes
         due June 15, 2027.

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