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As filed with the Securities and Exchange Commission on April 11, 2014

Securities Act File No. 333-189706
and 333-189707


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ý
Pre-Effective Amendment No. o
Post-Effective Amendment No. 2 ý



New Mountain Finance Corporation
New Mountain Finance Holdings, L.L.C.
(Exact name of registrant as specified in charter)

787 Seventh Avenue, 48th Floor
New York, NY 10019
(212) 720-0300

(Address and telephone number,
including area code, of principal executive offices)

Robert A. Hamwee
Chief Executive Officer
New Mountain Finance Corporation
787 Seventh Avenue, 48th Floor
New York, NY 10019
(Name and address of agent for service)



COPIES TO:
Steven B. Boehm, Esq.
John J. Mahon, Esq.
Sutherland Asbill & Brennan LLP
700 Sixth Street, NW, Suite 700
Washington, D.C. 20001
Tel: (202) 383-0100
Fax: (202) 637-3593



                Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

                If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ý

                It is proposed that this filing will become effective (check appropriate box):

                o    when declared effective pursuant to Section 8(c).



CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 
Title of Securities
Being Registered

  Amount
Being
Registered

  Proposed
Maximum
Aggregate
Offering Price(1)

  Amount of
Registration
Fee

 
Common Stock, $0.01 par value per share(2)(3)(7)            
 
Preferred Stock, $0.01 par value per share(2)            
 
Subscription Rights(2)            
 
Warrants(4)            
 
Debt Securities(5)            
 
Common Stock, $0.01 par value per share(6)(7)   4,843,938   (8)   (8)
 
Total       $250,000,000(9)   $32,638.52(10)
 
(1)
Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by New Mountain Finance Corporation ("NMFC") and New Mountain Finance Holdings, L.L.C. (the "Operating Company", and together with NMFC, the "Registrants") in connection with the sale by NMFC or the Operating Company, as applicable, of the securities registered under this Registration Statement.

(2)
Subject to Note 9 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock, or subscription rights to purchase shares of common stock of NMFC as may be sold, from time to time.

(3)
Includes such indeterminate number of shares of common stock of NMFC as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock of NMFC.

(4)
Subject to Note 9 below, there is being registered hereunder an indeterminate number of warrants of NMFC as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities of NMFC or the Operating Company, as applicable.

(5)
Subject to Note 9 below, there is being registered hereunder an indeterminate number of debt securities of NMFC or the Operating Company, as applicable, as may be sold, from time to time. If any debt securities of NMFC or the Operating Company, as applicable, are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $250,000,000.

(6)
These shares are being registered on behalf of selling stockholders.

(7)
For each outstanding share of NMFC common stock, NMFC will hold one common membership unit of the Operating Company on a one-to-one basis. No separate consideration will be received for the Operating Company's common membership units in this offering.

(8)
In reliance upon Rule 429 under the Securities Act of 1933, all shares unsold on behalf of such selling stockholders under a registration statement on Form N-2 (File Nos. 333-185955 and 333-185954) (a total of 4,843,938 shares) are carried forward into this registration statement. A registration fee has been previously paid with respect to the 4,843,938 shares being registered on behalf of such selling stockholders.

(9)
In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $250,000,000.

(10)
Previously paid.

   



EXPLANATORY NOTE

          This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-189706 and 333-189707) of New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. (the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C
Other Information

Item 25.    Financial Statements And Exhibits

(1)
Financial Statements

          The following financial statements of New Mountain Finance Holdings, L.L.C., formerly known as New Mountain Guardian (Leveraged), L.L.C. (the "Operating Company"), New Mountain Finance Corporation ("NMFC") and New Mountain Finance AIV Holdings Corporation ("AIV Holdings") are included in Part C of this Registration Statement. The Operating Company is the sole investment of NMFC and of AIV Holdings.


INDEX TO FINANCIAL STATEMENTS

 
  PAGE

INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2013

   

New Mountain Finance Holdings, L.L.C.

   

Consolidated Statements of Assets, Liabilities and Members' Capital as of September 30, 2013 (unaudited) and December 31, 2012

  F-3

Consolidated Statements of Operations for the three months and nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-4

Consolidated Statements of Changes in Members' Capital for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-5

Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-6

Consolidated Schedule of Investments as of September 30, 2013 (unaudited)

  F-7

Consolidated Schedule of Investments as of December 31, 2012

  F-13

New Mountain Finance Corporation

   

Statements of Assets and Liabilities as of September 30, 2013 (unaudited) and December 31, 2012

  F-18

Statements of Operations for the three months and nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-19

Statements of Changes in Net Assets for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-20

Statements of Cash Flows for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-21

C-1


 
  PAGE

New Mountain Finance AIV Holdings Corporation

   

Statements of Assets and Liabilities as of September 30, 2013 (unaudited) and December 31, 2012

  F-22

Statements of Operations for the three months and nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-23

Statements of Changes in Net Assets for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-24

Statements of Cash Flows for the nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)

  F-25

Combined Notes to the Consolidated Financial Statements of New Mountain Finance Holdings, L.L.C., the Financial Statements of New Mountain Finance Corporation and the Financial Statements of New Mountain Finance AIV Holdings Corporation

  F-26

Report of Independent Registered Public Accounting Firm

  F-69

AUDITED FINANCIAL STATEMENTS

   

Report of Independent Registered Public Accounting Firm

  F-70

New Mountain Finance Holdings, L.L.C.

   

Consolidated Statements of Assets, Liabilities and Members' Capital as of December 31, 2012 and December 31, 2011

  F-72

Consolidated Statements of Operations for the years ended December 31, 2012, December 31, 2011 and December 31, 2010

  F-73

Consolidated Statements of Changes in Members' Capital for the years ended December 31, 2012, December 31, 2011 and December 31, 2010

  F-74

Consolidated Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010

  F-75

Consolidated Schedule of Investments as of December 31, 2012

  F-76

Consolidated Schedule of Investments as of December 31, 2011

  F-82

New Mountain Finance Corporation

   

Statement of Assets and Liabilities as of December 31, 2012 and December 31, 2011

  F-87

Statements of Operations for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-88

Statement of Changes in Net Assets for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-89

Statement of Cash Flows for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-90

New Mountain Finance AIV Holdings Corporation

   

Statement of Assets and Liabilities as of December 31, 2012 and December 31, 2011

  F-91

Statements of Operations for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-92

Statement of Changes in Net Assets for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-93

Statement of Cash Flows for the year ended December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

  F-94
(2)
Exhibits

(a)(1)   Certificate of Incorporation of New Mountain Guardian Corporation(2)

(a)(2)

 

Certificate of Amendment to Certificate of Incorporation of New Mountain Guardian Corporation changing its name to New Mountain Finance Corporation(1)

C-2


(a)(3)   Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(3)

(a)(4)

 

Certificate of Formation of New Mountain Guardian (Leveraged), L.L.C.(1)

(a)(5)

 

Certificate of Amendment to Certificate of Formation of New Mountain Guardian (Leveraged), L.L.C. changing its name to New Mountain Finance Holdings, L.L.C.(4)

(a)(6)

 

Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(5)

(b)(1)

 

Bylaws of New Mountain Finance Corporation(2)

(b)(2)

 

Amended and Restated Bylaws of New Mountain Finance Corporation(3)

(b)(3)

 

Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C.(4)

(b)(4)

 

First Joinder Agreement with Respect to the Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C.(4)

(b)(5)

 

Second Joinder Agreement with Respect to the Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C.(4)

(b)(6)

 

Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C.(6)

(b)(7)

 

Form of Second Amended and Restated Limited Liability Company Agreement of New Mountain Finance SPV Funding, L.L.C.(1)

(d)(1)

 

Form of Stock Certificate of New Mountain Finance Corporation(1)

(d)(2)

 

Form of Indenture(16)

(e)

 

Dividend Reinvestment Plan(3)

(f)(1)

 

Letter Agreement relating to entry into Amended and Restated Loan and Security Agreement by and among New Mountain Finance Holdings, L.L.C., as Borrower and Collateral Administrator, each of the lenders thereto, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian.(1)

(f)(2)

 

Form of Variable Funding Note of New Mountain Finance Holdings, L.L.C., as the Borrower(1)

(f)(3)

 

Form of Amended and Restated Account Control Agreement, among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent, and Wells Fargo Bank, National Association, as Securities Intermediary(1)

(f)(4)

 

First Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

(f)(5)

 

Second Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

(f)(6)

 

Third Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities LLC, As Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

C-3


(f)(7)   Sixth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(9)

(f)(8)

 

Seventh Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian(10)

(f)(9)

 

Eighth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian(11)

(f)(10)

 

Ninth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian(12)

(f)(11)

 

Tenth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian(14)

(f)(12)

 

Eleventh Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Custodian(15)

(f)(13)

 

Twelfth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender and Collateral Custodian(19)

(f)(14)

 

Loan and Security Agreement, by and among New Mountain Guardian (Leveraged), L.L.C., as Collateral Administrator, New Mountain Guardian SPV Funding, L.L.C., as Borrower, each of the lenders party thereto, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Collateral Custodian(1)

(f)(15)

 

First Amendment to Loan and Security Agreement between New Mountain Guardian SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(1)

(f)(16)

 

Second Amendment to Loan and Security Agreement between New Mountain Guardian SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(1)

(f)(17)

 

Third Amendment to Loan and Security Agreement between New Mountain Guardian SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

(f)(18)

 

Fourth Amendment to Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

C-4


(f)(19)   Fifth Amendment to Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(6)

(f)(20)

 

Ninth Amendment to Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, N.A., as Lender(9)

(f)(21)

 

Tenth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender(10)

(f)(22)

 

Eleventh Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender(11)

(f)(23)

 

Twelfth Amendment to Amended and Restated Loan and Security Agreement between New Mountain Finance SPV Funding, L.L.C. , as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender(13)

(f)(24)

 

Account Control Agreement, by and between New Mountain Guardian SPV Funding, L.L.C., as Pledgor, Wells Fargo Securities, LLC, as Administrative Agent on behalf of the Secured Parties, and Wells Fargo Bank, N.A., as Securities Intermediary.(1)

(f)(25)

 

Variable Funding Note of New Mountain Guardian SPV Funding, L.L.C., as the Borrower.(1)

(g)

 

Form of Amended and Restated Investment Advisory and Management Agreement(7)

(h)(1)

 

Form of Underwriting Agreement(8)

(h)(2)

 

Underwriting Agreement dated January 29, 2014(18)

(h)(3)

 

Underwriting Agreement dated April 9, 2014

(j)(1)

 

Form of Safekeeping Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Safekeeping Agent(1)

(j)(2)

 

Custody Agreement by and between New Mountain Finance Corporation and U.S. Bank National Association

(k)(1)

 

Amended and Restated Administration Agreement(6)

(k)(2)

 

Form of Trademark License Agreement(1)

(k)(3)

 

Amendment No. 1 to Trademark License Agreement(6)

(k)(4)

 

Form of Registration Rights Agreement(1)

(k)(5)

 

Form of Indemnification Agreement by and between New Mountain Finance Corporation and each director(1)

(k)(6)

 

Form of Indemnification Agreement by and between New Mountain Finance Holdings, L.L.C. and each director(1)

(k)(7)

 

Form of Letter Agreement relating to Lock-Up Period by and among New Mountain Finance Holdings, L.L.C. and New Mountain Finance Advisers BDC, L.L.C.(1)

(l)(1)

 

Opinion of Sutherland Asbill & Brennan LLP(17)

C-5


(l)(2)   Opinion of Sutherland Asbill & Brennan LLP

(n)(1)

 

Consent of Sutherland Asbill & Brennan LLP (incorporated by reference to exhibit (l)(1) hereto)(17)

(n)(2)

 

Consent of Sutherland Asbill & Brennan LLP (incorporated by reference to exhibit (l)(2) hereto)

(n)(3)

 

Consent of Deloitte & Touche LLP(17)

(n)(4)

 

Report of Deloitte & Touche LLP(17)

(n)(5)

 

Awareness Letter of Deloitte & Touche LLP(17)

(n)(6)

 

Consent of Deloitte & Touche LLP

(n)(7)

 

Report of Deloitte & Touche LLP

(r)

 

Code of Ethics(1)

99.1

 

Form of Prospectus Supplement for Common Stock Offerings(8)

99.2

 

Form of Prospectus Supplement for Preferred Stock Offerings(16)

99.3

 

Form of Prospectus Supplement for Rights Offerings(16)

99.4

 

Form of Prospectus Supplement for Warrants Offerings(16)

99.5

 

Form of Prospectus Supplement for Debt Securities Offerings(16)

(1)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.

(2)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 (File No. 333-168280) filed on July 22, 2010.

(3)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on August 11, 2011.

(4)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s quarterly report on Form 10-Q filed on August 11, 2011.

(5)
Previously filed in connection with New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation report on Form 8-K filed on August 25, 2011.

(6)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 14, 2011.

(7)
Previously filed as Annex A to New Mountain Finance Corporation's definitive proxy statement on Schedule 14A filed on March 28, 2012.

(8)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File Nos. 333-180689 and 333-180690) filed on July 10, 2012.

(9)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 8, 2012.

(10)
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on August 8, 2012.

C-6


(11)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on December 21, 2012.

(12)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s report on Form 8-K filed on April 1, 2013.

(13)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s report on Form 8-K filed on March 13, 2013.

(14)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s report on Form 8-K filed on June 26, 2013.

(15)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s report on Form 8-K filed on October 29, 2013.

(16)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 1 (File Nos. 333-189706 and 333-189707) filed on November 20, 2013.

(17)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on December 6, 2013.

(18)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 1 (File Nos. 333-189706 and 333-189707) filed on January 29, 2014.

(19)
Previously filed in connection with New Mountain Finance Holdings, L.L.C.'s report on Form 8-K filed on March 25, 2014.

Item 26.    Marketing Arrangements

          The information contained under the heading "Plan of Distribution" in this Registration Statement is incorporated herein by reference.

Item 27.    Other Expenses Of Issuance And Distribution

SEC registration fee

  $ 32,638.52 *

FINRA filing fee

  $ 38,000.00 **

New York Stock Exchange listing fee

  $ 59,564.33  

Accounting fees and expenses

  $ 170,000.00  

Legal fees and expenses

  $ 355,000.00  

Printing and engraving

  $ 200,000.00  

Miscellaneous fees and expenses

  $ 5,000.00  
       

Total

  $ 860,202.85  
       
       

Note: All listed amounts, except the SEC registration fee and the FINRA filing fee, are estimates.

*
$20,361.79 of this amount has been offset against filing fees associated with unsold securities registered under previous registration statements.

**
$22,392.00 of this amount has been offset against filing fees associated with unsold securities registered under previous registration statements.

C-7


Item 28.    Persons Controlled By Or Under Common Control

          The Operating Company may be deemed to control certain portfolio companies. See "Portfolio Companies" in the prospectus. As of September 30, 2013, NMFC owned approximately 85.3% of the common membership units of the Operating Company and New Mountain Finance AIV Holdings Corporation owned approximately 14.7% of the common membership units of the Operating Company.

Item 29.    Number Of Holders Of Securities

          The following table sets forth the number of record holders of NMFC's common stock as of December 4, 2013.

Title of Class
  Number of
Record Holders
 

Common stock, $0.01 par value

    12  

Item 30.    Indemnification

          Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify its officers and directors and specific other persons to the extent and under the circumstances set forth therein.

          Section 102(b)(7) of the Delaware General Corporation Law allows a Delaware corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabilities arising (a) from any breach of the director's duty of loyalty to the corporation or its stockholders; (b) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) from any transaction from which the director derived an improper personal benefit.

          Subject to the 1940 Act or any valid rule, regulation or order of the SEC thereunder, NMFC's amended and restated bylaws provide that it will indemnify any person who was or is a party or is threatened to be made a party to any threatened action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of NMFC, or is or was serving at the request of NMFC as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, in accordance with provisions corresponding to Section 145 of the Delaware General Corporation Law. The 1940 Act provides that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. In addition, NMFC's amended and restated bylaws provide that the indemnification described therein is not exclusive and shall not exclude any other rights to which the person seeking to be indemnified may be entitled under statute, any bylaw, agreement, vote of stockholders or directors who are not interested persons, or otherwise, both as to action in his or her official capacity and to his or her action in another capacity while holding such office.

          The above discussion of Section 145 of the Delaware General Corporation Law and NMFC's amended and restated bylaws is not intended to be exhaustive and is respectively qualified in its entirety by such statute and NMFC's amended and restated bylaws.

C-8


          Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          The Registrants have obtained primary and excess insurance policies insuring our directors and officers against some liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on the Registrants' behalf, may also pay amounts for which the Registrants have granted indemnification to the directors or officers.

          The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, New Mountain Finance Advisers BDC, L.L.C., or the Investment Adviser, and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it are entitled to indemnification from the Operating Company for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Investment Adviser's services under the Investment Management Agreement or otherwise as an investment adviser of the Operating Company.

          The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, New Mountain Finance Administration, L.L.C. and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrants for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of services under the Administration Agreement or otherwise as administrator for the Registrants.

Item 31.    Business And Other Connections Of Investment Adviser

          A description of any other business, profession, vocation, or employment of a substantial nature in which the Investment Adviser, and each director or executive officer of the Investment Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled "Management — Biographical Information — Directors", "Portfolio Management — Investment Personnel", "Management — Biographical Information — Executive Officers Who Are Not Directors" and "Investment Management Agreement". Additional information regarding the Investment Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-71948), and is incorporated herein by reference.

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Item 32.    Location Of Accounts And Records

          All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

Item 33.    Management Services

          Not Applicable.

Item 34.    Undertakings

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrants have duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 11th day of April, 2014.

    NEW MOUNTAIN FINANCE CORPORATION
NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.

 

 

By:

 

/s/ ROBERT A. HAMWEE

Robert A. Hamwee
Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 has been signed by the following persons on behalf of the Registrants, and in the capacities indicated, on the 11th day of April, 2014.

Signature
 
Title

 

 

 
/s/ ROBERT A. HAMWEE

Robert A. Hamwee
  Chief Executive Officer (Principal Executive Officer) and Director

/s/ DAVID M. CORDOVA

David M. Cordova

 

Chief Financial Officer (Principal Financial Officer) and Treasurer

*

Steven B. Klinsky

 

Chairman of the Board of Directors

*

Adam Weinstein

 

Chief Administrative Officer, Executive Vice President and Director

*

Alfred F. Hurley Jr.

 

Director

*

David R. Malpass

 

Director

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Signature
 
Title

 

 

 
*

David Ogens
  Director

*

Kurt J. Wolfgruber

 

Director

*
Signed by Robert A. Hamwee pursuant to a power of attorney signed by each individual and filed with this registration statement on June 28, 2013.

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