As filed with the Securities and Exchange Commission on June 24, 2014

Securities Act File No. 333-          


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.    o



New Mountain Finance Corporation
(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)

           
 

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)   (7)   (7)
 

Total

      $150,000,000(8)   $19,320

 

(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 the "Registrant") in connection with the sale of the securities registered under this Registration Statement.

(2)
Subject to note 8 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock, or subscription rights to purchase shares of the Registrant's common stock as may be sold, from time to time.

(3)
Includes such indeterminate number of shares of the Registrant's common stock 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.

(4)
Subject to note 8 below, there is being registered hereunder an indeterminate number of the Registrant's warrants as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities of the Registrant.

(5)
Subject to note 8 below, there is being registered hereunder an indeterminate number of debt securities of the Registrant as may be sold, from time to time. If any debt securities of the Registrant 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 $150,000,000.

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

(7)
The exact number of shares being registered on behalf of such selling stockholders, and the fee pertaining thereto will be included by pre-effective amendment to this Registration Statement.

(8)
In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $150,000,000.

           The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                , 2014

PROSPECTUS

$150,000,000

New Mountain Finance Corporation

Common Stock
Preferred Stock
Subscription Rights
Warrants
Debt Securities



         New Mountain Finance Corporation ("NMFC") is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. NMFC'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.

         NMFC may offer, from time to time, in one or more offerings or series, up to $150,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants, which we refer to, collectively, as the "securities". The preferred stock, subscription rights, debt securities and warrants offered hereby may be convertible or exchangeable into shares of common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.

         In the event NMFC offers common stock, the offering price per share of NMFC's common stock less any underwriting discounts or commissions will generally not be less than the net asset value per share of NMFC's common stock at the time we make the offering. However, NMFC may issue shares of its common stock pursuant to this prospectus at a price per share that is less than its net asset value per share (i) in connection with a rights offering to NMFC's existing stockholders, (ii) with the prior approval of the majority of NMFC's common stockholders or (iii) under such other circumstances as the Securities and Exchange Commission may permit.

         The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution". We may not sell any of the securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities.

         In addition, this prospectus relates to [        ] shares of NMFC's common stock that may be sold by the selling stockholders identified under "Selling Stockholders". Sales of NMFC's common stock by the selling stockholders, which may occur at prices below the net asset value per share of NMFC's common stock, may adversely affect the market price of NMFC's common stock and may make it more difficult for NMFC to raise capital.

         The selling stockholders identified under "Selling Stockholders" acquired their respective shares of NMFC's common stock either through (i) the concurrent private placement to certain affiliates of NMFC in connection with NMFC's initial public offering or (ii) the formation transactions completed immediately prior to NMFC's initial public offering. Each offering by the selling stockholders of their shares of NMFC's common stock through agents, underwriters or dealers will be accompanied by a prospectus supplement that will identify the selling stockholders that are participating in such offering. NMFC will not receive any proceeds from the sale of shares of NMFC's common stock by any of the selling stockholders.

         NMFC's common stock is traded on the New York Stock Exchange under the symbol "NMFC". On June 23, 2014, the last reported sales price on the New York Stock Exchange for NMFC's common stock was $14.37 per share. Based on this last reported sales price of NMFC's common stock, the aggregate market value of the shares of NMFC's common stock held by the selling stockholders identified under "Selling Stockholders" is approximately $[    ] million.



         An investment in NMFC's common stock is very risky and highly speculative. Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. In addition, the companies in which NMFC invests are subject to special risks. See "Risk Factors" beginning on page 29 to read about factors you should consider, including the risk of leverage, before investing in NMFC's common stock.



         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         This prospectus may not be used to consummate sales of NMFC's securities unless accompanied by a prospectus supplement.

         Please read this prospectus and any accompanying prospectus supplements before investing and keep each for future reference. This prospectus and any accompanying prospectus supplements contain important information about NMFC that a prospective investor ought to know before investing in NMFC's securities. NMFC files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (http://www.sec.gov), which is available free of charge by contacting NMFC by mail at 787 Seventh Avenue, 48th Floor, New York, New York 10019 or on our website at http://www.newmountainfinance.com.

                                    , 2014


        You should rely only on the information contained in this prospectus and any accompanying prospectus supplement. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus or any prospectus supplement to this prospectus. You must not rely upon any information or representation not contained in this prospectus or any such supplements as if we had authorized it. This prospectus and any such supplements do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus and any such supplements is accurate as of the dates on their covers. Our business, financial condition, results of operations and prospects may have changed since then.


TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

    ii  

PROSPECTUS SUMMARY

    1  

THE OFFERING

    11  

FEES AND EXPENSES

    16  

SELECTED FINANCIAL AND OTHER DATA

    19  

SELECTED QUARTERLY FINANCIAL DATA

    23  

DESCRIPTION OF RESTRUCTURING

    25  

RISK FACTORS

    29  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    59  

USE OF PROCEEDS

    61  

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

    62  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    65  

SENIOR SECURITIES

    92  

BUSINESS

    93  

PORTFOLIO COMPANIES

    108  

MANAGEMENT

    114  

PORTFOLIO MANAGEMENT

    124  

INVESTMENT MANAGEMENT AGREEMENT

    126  

ADMINISTRATION AGREEMENT

    134  

LICENSE AGREEMENT

    134  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    135  

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

    138  

SELLING STOCKHOLDERS

    140  

DETERMINATION OF NET ASSET VALUE

    142  

DIVIDEND REINVESTMENT PLAN

    145  

DESCRIPTION OF SECURITIES

    147  

DESCRIPTION OF CAPITAL STOCK

    147  

DESCRIPTION OF PREFERRED STOCK

    151  

DESCRIPTION OF SUBSCRIPTION RIGHTS

    152  

DESCRIPTION OF WARRANTS

    154  

DESCRIPTION OF DEBT SECURITIES

    156  

SHARES ELIGIBLE FOR FUTURE SALE

    171  

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

    172  

REGULATION

    181  

PLAN OF DISTRIBUTION

    186  

SAFEKEEPING AGENT, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

    188  

BROKERAGE ALLOCATION AND OTHER PRACTICES

    188  

LEGAL MATTERS

    188  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    188  

AVAILABLE INFORMATION

    189  

PRIVACY NOTICE

    189  

INDEX TO FINANCIAL STATEMENTS

    F-1  

i



ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission ("SEC"), using the "shelf" registration process. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), NMFC may offer, from time to time, in one or more offerings, up to $150,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants, on terms to be determined at the time of the offering. In addition, this prospectus relates to [      ] shares of NMFC's common stock that may be sold by the selling stockholders identified under "Selling Stockholders". The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the offerings of securities that NMFC may conduct pursuant to this prospectus. Each time NMFC uses this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. A prospectus supplement may also add, update or change information contained in this prospectus.

        Please carefully read this prospectus and any such supplements together with any exhibits and the additional information described under "Available Information" and in the "Summary" and "Risk Factors" sections before you make an investment decision.

ii




PROSPECTUS SUMMARY

        The following summary contains basic information about offerings pursuant to this prospectus. It may not contain all the information that is important to you. For a more complete understanding of offerings pursuant to this prospectus, we encourage you to read this entire prospectus and the documents to which we have referred in this prospectus, together with any accompanying prospectus supplements, including the risks set forth under the caption "Risk Factors" in this prospectus and any accompanying prospectus supplement and the information set forth under the caption "Available Information" in this prospectus.

        In this prospectus, unless the context otherwise requires, references to:

        For the periods prior to and as of March 31, 2014, all financial information provided in this prospectus reflects our organizational structure prior to the restructuring on May 8, 2014 described under "Description of Restructuring", where NMF Holdings functioned as the operating company.

 

1


 


Overview

        NMFC is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"). NMFC is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

        NMF Holdings is a Delaware limited liability company. Until May 8, 2014, NMF Holdings was externally managed and was regulated as a BDC under the 1940 Act. As such, NMF Holdings was obligated to comply with certain regulatory requirements. NMF Holdings was treated as a partnership for U.S. federal income tax purposes for so long as it had at least two members. With the completion of the underwritten secondary offering on February 3, 2014, NMF Holdings' existence as a partnership for U.S. federal income tax purposes terminated and NMF Holdings became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes. See "Material Federal Income Tax Considerations." For additional information on our organizational structure prior to May 8, 2014, see "Description of Restructuring."

        Until May 8, 2014, NMF Holdings was externally managed by the Investment Adviser. As of May 8, 2014, the Investment Adviser now serves as the external investment adviser to NMFC. The Administrator provides the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by NMF Holdings. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. NMF Holdings, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of Guardian AIV by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments.

        On May 19, 2011, NMFC priced its initial public offering (the "IPO") of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in a concurrent private placement (the "Concurrent Private Placement"). Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In connection with NMFC's IPO and through a series of transactions, the NMF Holdings acquired all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

 

2


 

        The diagram below depicts our organizational structure as of June 23, 2014.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

        Our 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. In some cases, our investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

        As of March 31, 2014, NMF Holdings' net asset value was $697.1 million and its portfolio had a fair value of approximately $1,180.2 million in 60 portfolio companies, with a weighted average Yield to Maturity at Cost of approximately 10.9%. This Yield to Maturity at Cost calculation assumes that all investments not on non-accrual are purchased at the adjusted cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). This calculation excludes the impact of existing leverage. Yield to Maturity at Cost uses the London Interbank Offered Rate ("LIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in our portfolio or other factors.

 

3


 


Recent Developments

        On April 15, 2014, NMFC completed a public offering of 3,500,000 shares of its common stock at a public offering price of $14.30 per share, which resulted in net proceeds of $51.0 million, or $14.57 per share. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this offering and an additional supplemental payment to the underwriters of $0.9 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC. In connection with the public offering, the underwriters purchased an additional 525,000 shares of NMFC's common stock with the exercise of the overallotment option to purchase up to an additional 525,000 shares of NMFC's common stock, resulting in additional net proceeds of $7.6 million. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this exercise of the overallotment option and an additional supplemental payment to the underwriters of $0.1 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC in this exercise of the overallotment option.

        On April 15, 2014, upon receiving the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the Exchange Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        On May 6, 2014, NMF Holdings' board of directors, and subsequently NMFC's board of directors, declared a second quarter 2014 distribution of $0.34 per unit/share payable on June 30, 2014 to holders of record as of June 16, 2014.

        On May 6, 2014, at the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of NMF Holdings, the stockholders of NMFC and the sole unit holder of NMF Holdings approved a proposal which authorized the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser.

        On May 6, 2014, NMF Holdings entered into a thirteenth amendment to the Holdings Credit Facility and NMF SLF entered into a thirteenth amendment to the SLF Credit Facility, both of which permit NMF Holdings to withdraw its election to be regulated as a BDC under the 1940 Act and to amend its Operating Agreement such that the NMF Holdings will remain a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Holdings Credit Facility and SLF Credit Facility.

        On May 8, 2014, upon receipt of the necessary stockholder/unit holder approval to authorize the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC, the notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, NMF Holdings filed a Form 15 with the SEC to terminate NMF Holdings' registration under Section 12(g) of the Exchange Act.

        Effective May 8, 2014, NMF Holdings amended and restated its Operating Agreement such that the board of directors of NMF Holdings was dissolved and NMF Holdings remained a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for NMF Holdings' existing credit facilities. NMFC assumed all other operating activities previously undertaken by NMF Holdings.

        On June 3, 2014, in connection with its previously announced private offering, NMFC issued $115.0 million of 5.00% senior convertible notes due 2019 (the "Convertible Notes") under an

 

4


 

indenture between NMFC and U.S. Bank National Association. This included $15.0 million of notes that were issued pursuant to the full exercise of the option granted to the initial purchasers to purchase additional notes. The Convertible Notes will mature on June 15, 2019, unless previously converted in accordance with their terms. The Convertible Notes will be our general, unsecured obligations and will rank equal in right of payment with all of our existing and future senior, unsecured indebtedness and senior in right of payment to any of our subordinated indebtedness. As a result, the Convertible Notes will be effectively subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of our subsidiaries. The interest rate on the Convertible Notes is 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 2014. As described in the Indenture, holders may convert their Notes at any time on or prior to the close of business on the business day immediately preceding the maturity date at an initial conversion rate of 62.7746 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $15.93 per share). The conversion rate will be subject to adjustment in certain events.

        On June 4, 2014, NMFC entered into a $50.0 million senior secured revolving credit facility maturing June 4, 2019, provided by Goldman Sachs Bank USA and a related guarantee and security agreement. Amounts drawn from the facility will generally bear interest at either LIBOR plus 2.50% or the prime rate plus 1.50%.


The Investment Adviser

        The Investment Adviser, a wholly-owned subsidiary of New Mountain Capital, manages our day-to-day operations and provides us with investment advisory and management services. In particular, the Investment Adviser is responsible for identifying attractive investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. We currently do not have, and do not intend to have, any employees. As of March 31, 2014, the Investment Adviser was supported by approximately 100 staff members of New Mountain Capital, including approximately 60 investment professionals.

        The Investment Adviser is managed by a five member investment committee (the "Investment Committee"), which is responsible for approving purchases and sales of our investments above $5.0 million in aggregate by issuer. The Investment Committee currently consists of Steven B. Klinsky, Robert A. Hamwee, Adam Collins, Douglas Londal and John Kline. In addition, the executive officers and certain investment professionals are invited to all Investment Committee meetings. The Investment Committee is responsible for approving all of our investment purchases above $5.0 million. The Investment Committee also approves all asset dispositions above $5.0 million. Purchases and dispositions below $5.0 million may be approved by our Chief Executive Officer. These approval thresholds are subject to change over time. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in private equity, primary and secondary leveraged credit, private mezzanine finance and distressed debt.


Competitive Advantages

        We believe that we have the following competitive advantages over other capital providers to middle market companies:

Proven and Differentiated Investment Style With Areas of Deep Industry Knowledge

        In making its investment decisions, the Investment Adviser applies New Mountain Capital's long-standing, consistent investment approach that has been in place since its founding more than

 

5


 

10 years ago. We focus on companies in less well followed defensive growth niches of the middle market space where we believe few debt funds have built equivalent research and operational size and scale.

        We benefit directly from New Mountain Capital's private equity investment strategy that seeks to identify attractive investment sectors from the top down and then works to become a well positioned investor in these sectors. New Mountain Capital focuses on companies and industries with sustainable strengths in all economic cycles, particularly ones that are defensive in nature, that are non-cyclical and can maintain pricing power in the midst of a recessionary and/or inflationary environment. New Mountain Capital focuses on companies within sectors in which it has significant expertise (examples include federal services, software, education, niche healthcare, business services, energy and distribution and logistics) while typically avoiding investments in companies with products or services that serve markets that are highly cyclical, have the potential for long-term decline, are overly-dependent on consumer demand or are commodity-like in nature.

        In making its investment decisions, the Investment Adviser has adopted the approach of New Mountain Capital, which is based on three primary investment principles:

Experienced Management Team and Established Platform

        The Investment Adviser's team members have extensive experience in the leveraged lending space. Steven B. Klinsky, New Mountain Capital's Founder, Chief Executive Officer and Managing Director and Chairman of our board of directors, was a general partner of Forstmann Little & Co., a manager of debt and equity funds totaling multiple billions of dollars in the 1980s and 1990s. He was also a co-founder of Goldman, Sachs & Co.'s Leverage Buyout Group in the period from 1981 to 1984. Robert A. Hamwee, our Chief Executive Officer and President and Managing Director of New Mountain Capital, was formerly President of GSC Group, Inc. ("GSC"), where he was the portfolio manager of GSC's distressed debt funds and led the development of GSC's CLOs. Douglas Londal, President, Chief Operating Officer and Managing Director of New Mountain Capital, was previously co-head of Goldman, Sachs & Co.'s United States ("U.S.") mezzanine debt team. John Kline, our Chief Operating Officer and Executive Vice President and Managing Director of New Mountain Capital, worked at GSC as an investment analyst and trader for GSC's control distressed and corporate credit funds and at Goldman, Sachs & Co. in the Credit Risk Management and Advisory Group.

        Many of the debt investments that we have made to date have been in the same companies with which New Mountain Capital has already conducted months of intensive acquisition due diligence related to potential private equity investments. We believe that private equity underwriting due diligence is usually more robust than typical due diligence for loan underwriting. In its underwriting of debt investments, the Investment Adviser is able to utilize the research and hands-on operating experience that New Mountain Capital's private equity underwriting teams possess regarding the individual companies and industries. Business and industry due diligence is led by a team of investment professionals of the Investment Adviser that generally consists of three to seven individuals, typically based on their relevant company and/or industry specific knowledge. Additionally, the Investment Adviser is also able to utilize its relationships with operating management teams and other private equity sponsors. We believe this differentiates us from many of our competitors.

 

6


 

Significant Sourcing Capabilities and Relationships

        We believe the Investment Adviser's ability to source attractive investment opportunities is greatly aided by both New Mountain Capital's historical and current reviews of private equity opportunities in the business segments we target. To date, a significant majority of the investments that we have made are in the debt of companies and industry sectors that were first identified and reviewed in connection with New Mountain Capital's private equity efforts, and the majority of our current pipeline reflects this as well. Furthermore, the Investment Adviser's investment professionals have deep and longstanding relationships in both the private equity sponsor community and the lending/agency community which they have and will continue to utilize to generate investment opportunities.

Risk Management through Various Cycles

        New Mountain Capital has emphasized tight control of risk since its inception and long before the recent global financial distress began. To date, New Mountain Capital has never experienced a bankruptcy of any of its portfolio companies in its private equity efforts or with respect to the Predecessor Entities' business. The Investment Adviser seeks to emphasize tight control of risk with our investments in several important ways, consistent with New Mountain Capital's historical approach. In particular, the Investment Adviser:

Access to Non Mark to Market, Seasoned Leverage Facilities

        The amounts available under the Credit Facilities are generally not subject to reduction as a result of mark to market fluctuations in our portfolio investments. For a detailed discussion of the Credit Facilities, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources".


Market Opportunity

        We believe that the size of the market for investments that we target, coupled with the demands of middle market companies for flexible sources of capital at competitive terms and rates, create an attractive investment environment for us.

 

7


 


Operating and Regulatory Structure

        NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act and is required to maintain an asset coverage ratio, as defined in the 1940 Act, of at least 200.0%. NMFC includes the assets and liabilities of its consolidated subsidiaries for purposes of satisfying the requirements under the 1940 Act. See "Regulation" in this prospectus. NMF Holdings and NMF SLF have long term liabilities related to the Credit Facilities.

        NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. See "Material Federal Income Tax Considerations" in this prospectus. As a RIC, NMFC generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it timely distributes to its stockholders as dividends if it meets certain source-of-income, distribution and asset diversification requirements. NMFC intends to distribute to its stockholders substantially all of its annual taxable income.


Risks

        An investment in our securities involves risk, including the risk of leverage and the risk that our operating policies and strategies may change without prior notice to NMFC stockholders or prior stockholder approval. See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. The value of our assets, as well as the market price of our securities, will fluctuate. Our investments may be risky, and you may lose all or part of your investment in NMFC. Investing in NMFC involves other risks, including the following:

 

8


 

        Our administrative and executive offices are located at 787 Seventh Avenue, 48th Floor, New York, New York 10019, and our telephone number is (212) 720-0300. We maintain a website at http://www.newmountainfinance.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

 

9


 


Presentation of Historical Financial Information and Market Data

Historical Financial Information

        Unless otherwise indicated, historical references contained in this prospectus in "Selected Financial and Other Data," "Selected Quarterly Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Senior Securities" and "Portfolio Companies" relate to NMF Holdings. The consolidated financial statements of New Mountain Finance Holdings, L.L.C., formerly known as New Mountain Guardian (Leveraged), L.L.C., and New Mountain Guardian Partners, L.P. are NMF Holdings' historical consolidated financial statements.

Market Data

        Statistical and market data used in this prospectus has been obtained from governmental and independent industry sources and publications. We have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus. See "Cautionary Statement Regarding Forward-Looking Statements".

 

10


 


THE OFFERING

        NMFC may offer, from time to time, up to $150,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants, on terms to be determined at the time of each offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our securities, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our securities at the time of an offering. However, we may issue securities pursuant to this prospectus at a price per share that is less than NMFC's net asset value per share (i) in connection with a rights offering to NMFC's existing stockholders, (ii) with the prior approval of the majority of NMFC's common stockholders or (iii) under such other circumstances as the SEC may permit. Any such issuance of shares of NMFC's common stock below net asset value may be dilutive to the net asset value of NMFC's common stock. See "Risk Factors—Risks Relating to Offerings Pursuant to this Prospectus". In addition, this prospectus relates to [            ] shares of NMFC's common stock that may be sold by the selling stockholders identified under "Selling Stockholders". Sales of NMFC's common stock by the selling stockholders, which may occur at prices below the net asset value per share of NMFC's common stock, may adversely affect the market price of NMFC's common stock and may make it more difficult for NMFC to raise capital.

        NMFC's securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution". We may not sell any of our securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of securities.

        Set forth below is additional information regarding offerings of securities pursuant to this prospectus:

Use of Proceeds

  Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for new investments in portfolio companies in accordance with our investment objective and strategies described in this prospectus, to temporarily repay indebtedness (which will be subject to reborrowing), to pay our operating expenses and distributions to our stockholders and for general corporate purposes, and other working capital needs. Proceeds not immediately used for new investments or the temporary repayment of debt will be invested in cash, cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of the investment. These securities may have lower yields than the types of investments we would typically make in accordance with our investment objective and, accordingly, may result in lower distributions, if any during such period. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See "Use of Proceeds".

 

11


 

 

We will not receive any proceeds from any sale of common stock by the selling stockholders identified under "Selling Stockholders".

New York Stock Exchange Symbol

 

"NMFC"

Investment Advisory Fees

 

We pay the Investment Adviser a fee for its services under an investment advisory and management agreement (the "Investment Management Agreement") consisting of two components—a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% of our gross assets less (i) the borrowings under the SLF Credit Facility and (ii) cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of our gross assets, borrowings under the SLF Credit Facility, and cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of our "Pre-Incentive Fee Adjusted Net Investment Income" for the immediately preceding quarter, subject to a "preferred return", or "hurdle", and a "catch-up" feature each as described in the Investment Management Agreement. The second part will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of our "Adjusted Realized Capital Gains", if any, on a cumulative basis from inception through the end of the year, computed net of all "Adjusted Realized Capital Losses" and "Adjusted Unrealized Capital Depreciation" on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee each as described in the Investment Management Agreement. See "Investment Management Agreement".

Administrator

 

The Administrator serves as the administrator for us and arranges office space for us and provides us with office equipment and administrative services. The Administrator performs, or oversees the performance of, our financial records, prepares reports to our stockholders and reports filed by us with the SEC, monitors the payment of our expenses, and oversees the performance of administrative and professional services rendered to us by others. We reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under an administration agreement, as amended and restated (the "Administration Agreement"). See "Administration Agreement".

 

12


 

Distributions

 

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. The quarterly distributions, if any, will be determined by our board of directors. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. See "Price Range of Common Stock and Distributions".

Taxation of NMFC

 

We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that is timely distributed to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and distribute annually to our stockholders at least 90.0% of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See "Price Range of Common Stock and Distributions" and "Material Federal Income Tax Considerations".

Dividend Reinvestment Plan

 

We have adopted an "opt out" dividend reinvestment plan for our stockholders. As a result, if we declare a distribution, then your cash distributions will be automatically reinvested in additional shares of our common stock, unless you specifically "opt out" of the dividend reinvestment plan so as to receive cash distributions. Stockholders who receive distributions in the form of stock will be subject to the same U.S. federal income tax consequences as stockholders who elect to receive their distributions in cash. Cash distributions reinvested in additional shares of our common stock will be automatically reinvested by us in additional shares of our common stock. We will use only newly issued shares to implement the plan if the price at which newly issued shares are to be credited is equal to or greater than 110.0% of the last determined net asset value of our shares. We reserve the right to purchase shares of our common stock in the open market in connection with our implementation of the plan if the price at which its newly issued shares are to be credited does not exceed 110.0% of the last determined net asset value of the shares. See "Dividend Reinvestment Plan".

 

13


 

Trading at a Discount

 

Shares of closed-end investment companies frequently trade at a discount to their net asset value. The possibility that our common stock may trade at a discount to its net asset value per share is separate and distinct from the risk that its net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value.

License Agreement

 

We have entered into a royalty-free license agreement with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us a non-exclusive license to use the names "New Mountain" and "New Mountain Finance". See "License Agreement".

Leverage

 

We expect to continue to use leverage to make investments. As a result, we may continue to be exposed to the risks of leverage, which include that leverage may be considered a speculative investment technique. The use of leverage magnifies the potential for gain and loss on amounts we invest and therefore, indirectly, increases the risks associated with investing in shares of our common stock. See "Risk Factors".

Anti-Takeover Provisions

 

Our board of directors is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered board of directors also may serve to deter hostile takeovers or proxy contests, as may certain other measures that we may adopt. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. See "Description of Our Capital Stock—Delaware Law and Certain Certificate of Incorporation and Bylaw Provisions; Anti-Takeover Measures".

Available Information

 

We have filed with the SEC a registration statement on Form N-2 together with all amendments and related exhibits under the Securities Act. The registration statement contains additional information about us and the shares of common stock being offered by this prospectus.

 

14


 

 

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information is available at the SEC's public reference room at 100 F Street, NE, Washington, District of Columbia 20549 and on the SEC's website at http://www.sec.gov. The public may obtain information on the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. This information is also available free of charge by contacting us at New Mountain Finance Corporation, 787 Seventh Avenue, 48th Floor, New York, New York 10019, by telephone at (212) 720-0300, or on our website at http://www.newmountainfinance.com. Information contained on our website or on the SEC's web site about us is not incorporated into this prospectus and you should not consider information contained on our website or on the SEC's website to be part of this prospectus.

 

15



FEES AND EXPENSES

        The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by "you", "NMFC", or "us" or that "we" or "NMFC" will pay fees or expenses, NMFC will pay such fees and expenses out of our net assets and, consequently, you will indirectly bear such fees or expenses as an investor in NMFC. However, you will not be required to deliver any money or otherwise bear personal liability or responsibility for such fees or expenses.

 
   
 

Stockholder transaction expenses:

       

Sales load (as a percentage of offering price)

    N/A (1)

Offering expenses borne by us (as a percentage of offering price)

    N/A (2)

Dividend reinvestment plan fees

    N/A (3)
       

Total stockholder transaction expenses (as a percentage of offering price)

    %

Annual expenses (as a percentage of net assets attributable to common stock):

       

Base management fees

    2.4 %(4)

Incentive fees payable under the Investment Management Agreement

    3.2 %(5)

Interest payments on borrowed funds

    2.5 %(6)

Other expenses

    1.0 %(7)
       

Total annual expenses

    9.1 %(8)


Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our borrowings and annual operating expenses would remain at the levels set forth in the table above. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load and offering expenses. See Note 6 below for additional information regarding certain assumptions regarding our level of leverage.

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return

  $ 59   $ 175   $ 288   $ 559  

        The example and the expenses in the tables above should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.

        While the example assumes, as required by the applicable rules of the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Investment Management Agreement, which, assuming a 5.0% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the above example. The above illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation

16


on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return

  $ 68   $ 201   $ 328   $ 622  

        The example assumes no sales load. In addition, while the examples assume reinvestment of all distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date. The market price per share of our common stock may be at, above or below net asset value. See "Dividend Reinvestment Plan" for additional information regarding the dividend reinvestment plan.


(1)
In the event that the shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.

(2)
The prospectus supplement corresponding to each offering, including each underwritten offering by any of the selling stockholders identified under "Selling Stockholders", will disclose the applicable estimated amount of offering expenses of the offering and the offering expenses borne by us as a percentage of the offering price.

(3)
The de minimus expenses of the dividend reinvestment plan are included in "other expenses."

(4)
The base management fee under the Investment Management Agreement is based on an annual rate of 1.75% of our average gross assets for the two most recent quarters less (i) the borrowings under the SLF Credit Facility and (ii) cash and cash equivalents. The base management fees reflected in the table above is based on the three months ended March 31, 2014, adjusted to reflect the public offering of 4,025,000 shares of NMFC's common stock on April 15, 2014, as a result of which we received approximately $58.6 million of net proceeds exclusive of offering expenses. See "Investment Management Agreement."

(5)
Assumes that annual incentive fees earned by the Investment Adviser remain consistent with the incentive fees earned by the Investment Adviser during the three months ended March 31, 2014, adjusted to reflect the public offering of 4,025,000 shares of NMFC's common stock on April 15, 2014, as a result of which we received approximately $58.6 million of net proceeds exclusive of offering expenses, and includes accrued capital gains incentive fee. These accrued capital gains incentive fees would be paid by us if we ceased operations on March 31, 2014 and liquidated our investments at the March 31, 2014 valuation. As we cannot predict whether we will meet the thresholds for incentive fees under the Investment Management Agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred during the three months ended March 31, 2014. For more detailed information about the incentive fee calculations, see the "Investment Management Agreement" section of this prospectus.

(6)
We may borrow funds from time to time to make investments to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities or if the economic situation is otherwise conducive to doing so. The costs associated with these borrowings are indirectly borne by our stockholders. As of March 31, 2014, NMF Holdings had $271.8 million and $215.0 million of indebtedness outstanding under the Holdings Credit Facility and the SLF Credit Facility, respectively. For purposes of this calculation, we have assumed the March 31, 2014 amounts outstanding under the Credit Facilities, and have computed interest expense using an assumed interest rate of 2.9% for the Holdings Credit Facility and 2.2% for the SLF Credit Facility, which were the rates payable as of March 31, 2014, adjusted to reflect the public offering

17


(7)
"Other expenses" include our overhead expenses, including payments by us under the Administration Agreement based on the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement, adjusted to reflect the public offering of 4,025,000 shares of NMFC's common stock on April 15, 2014, as a result of which we received approximately $58.6 million of net proceeds exclusive of offering expenses. Pursuant to the Administration Agreement, and further restricted by us, expenses payable to the Administrator by us as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) have been capped at $3.5 million for the time period from April 1, 2012 to March 31, 2013 and capped at $4.25 million for the time period from April 1, 2013 to March 31, 2014. This expense ratio does not include any expense cap. The expense cap expired on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future. See "Administration Agreement."

(8)
The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.

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SELECTED FINANCIAL AND OTHER DATA

        The selected financial data should be read in conjunction with the respective financial statements and related combined notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus. Financial information for the years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 has been derived from our financial statements that were audited by Deloitte & Touche, LLP, an independent registered public accounting firm. The financial information at and for the three months ended March 31, 2014 was derived from our unaudited financial statements and related combined notes. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods, have been included. Our results for the interim periods may not be indicative of our results for any future interim period or the full year. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Senior Securities" in this prospectus for more information.

        The below selected financial and other data is for NMF Holdings.

 
   
  Years ended December 31,  
 
  Three months ended
March 31, 2014
 
New Mountain Finance Holdings, L.L.C.
  2013   2012   2011   2010   2009  

Statement of Operations Data:

                                     

Total investment income

  $ 30,918   $ 114,912   $ 85,786   $ 56,523   $ 41,375   $ 21,767  

Net expenses

    14,633     51,235     40,569     17,998     3,911     1,359  

Net investment income

    16,285     63,677     45,217     38,525     37,464     20,408  

Net realized and unrealized gains (losses)

    7,594     15,247     28,779     (6,848 )   26,328     105,272  

Net increase (decrease) in net assets resulting from operations

    23,879     78,924     73,996     31,677     63,792     125,680  

Per unit data:

                                     

Net asset value

  $ 14.53   $ 14.38   $ 14.06   $ 13.60     N/A     N/A  

Net increase (decrease) in net assets resulting from operations (basic and diluted)

    0.50     1.79     2.18     1.02     N/A     N/A  

Dividends declared(1)

    0.34     1.48     1.71     0.86     N/A     N/A  

Balance sheet data:

                                     

Total assets

  $ 1,219,404   $ 1,147,841   $ 1,025,564   $ 730,579   $ 460,224   $ 330,558  

Holdings Credit Facility

    271,825     221,849     206,938     129,038     59,697     77,745  

SLF Credit Facility

    215,000     214,668     214,262     165,928     56,936      

Total net assets

    697,148     688,516     569,939     420,502     241,927     239,441  

Other data:

                                     

Total return at net asset value(2)

    3.47 %   13.27 %   16.61 %   10.09 %   26.54 %   76.38 %

Number of portfolio companies at period end

    60     59     63     55     43     24  

Total new investments for the period

  $ 158,682   $ 529,307   $ 673,218   $ 493,331   $ 332,708   $ 268,382  

Investment sales and repayments for the period

  $ 102,436   $ 426,561   $ 423,874   $ 231,962   $ 258,202   $ 125,430  

Weighted average Yield to Maturity at Cost on debt portfolio at period end (unaudited)(3)

    10.9 %   11.0 %   10.3 %   10.7 %        

Weighted average Yield to Maturity on debt portfolio at period end (unaudited)(4)

        10.6 %   10.1 %   10.7 %   (5)   (5)

Weighted average Adjusted Yield to Maturity on debt portfolio at period end (unaudited)

    (6)   (6)   (6)   13.1 %   12.5 %   12.7 %

Weighted average common membership units outstanding for the period

    47,897,485     44,021,920     34,011,738     30,919,629 (7)   N/A     N/A  

Portfolio turnover

    8.77 %   40.52 %   52.02 %   42.13 %   76.69 %   57.50 %

N/A—Fund was not unitized as of December 31, 2010 and December 31, 2009.

19


(1)
Dividends declared in the year ended December 31, 2013 include a $0.12 per unit special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC. Dividends declared in the year ended December 31, 2012 include a $0.23 per unit special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor Lux Bond Company and a $0.14 per unit special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability. Actual cash payments on the dividends declared to AIV Holdings only, for the quarters ended March 31, 2012, June 30, 2012, December 31, 2012 and March 31, 2013, were made on April 4, 2012, July 9, 2012, January 7, 2013 and April 5, 2013 respectively.

(2)
For the three months ended March 31, 2014 and the years ended December 31, 2013 and December 31, 2012, total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the respective period ends. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. For the year ended December 31, 2011, total return is calculated in two parts: (1) from the opening of the first day of the year to NMFC's IPO date, total return is calculated based on net income over weighted average net assets and (2) from NMFC's IPO date to the last day of the year, total return is calculated assuming a purchase at net asset value on NMFC's IPO date and a sale at net asset value on the last day of the year. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. For the years ended December 31, 2010 and December 31, 2009, total return is the ratio of net income compared to capital, adjusted for capital contributions and distributions.

(3)
The weighted average Yield to Maturity at Cost calculation assumes that all investments not on non-accrual are purchased at the adjusted cost on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). The weighted average Yield to Maturity at Cost was not calculated prior to NMFC's IPO.

(4)
The weighted average Yield to Maturity calculation assumes that all investments not on non-accrual are purchased at fair value on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. The weighted average Yield to Maturity was not calculated subsequent to December 31, 2013.

(5)
Prior to NMFC's IPO, for yield calculation purposes, NMF SLF was treated as a fully levered asset of NMF Holdings with NMF SLF's net asset value being included in the yield to maturity calculations. Since NMF SLF is consolidated in accordance with GAAP, at the time of the IPO, NMF Holdings began using the weighted average Yield to Maturity concept instead of the "Adjusted Yield to Maturity" concept for yield calculation purposes.

(6)
"Adjusted Yield to Maturity" assumes that the investments in NMF Holdings' portfolio are purchased at fair value on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. This calculation excludes the impact of existing leverage, except for the non-recourse debt of NMF SLF. NMF SLF is treated as a fully levered asset of NMF Holdings, with NMF SLF's net asset value being included for yield calculation purposes.

(7)
Weighted average common membership units outstanding presented from May 19, 2011 to December 31, 2011, as the fund became unitized on May 19, 2011, the IPO date.

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        The below selected financial and other data is for NMFC.

 
   
  Years ended
December 31,
  Period from
May 19, 2011
(commencement of
operations) to
December 31, 2011
 
 
  Three months ended
March 31, 2014
 
New Mountain Finance Corporation
  2013   2012  

Statement of Operations Data:

                         

Total investment income allocated from NMF Holdings

  $ 30,439   $ 90,876   $ 37,511   $ 13,669  

Net expenses allocated from NMF Holdings

    14,381     40,355     17,719     5,324  

Net investment income allocated from NMF Holdings

    16,058     50,521     19,792     8,345  

Net realized and unrealized gains (losses) allocated from NMF Holdings

    7,390     11,443     12,087     (4,235 )

Net change in unrealized appreciation (depreciation) of investment in NMF Holdings

        (44 )   (95 )   6,221  

Net increase (decrease) in net assets resulting from operations

    23,448     61,920     31,784     10,331  

Per share data:

                         

Net asset value

  $ 14.53   $ 14.38   $ 14.06   $ 13.60  

Net increase (decrease) in net assets resulting from operations (basic)

    0.50     1.76     2.14     0.97  

Net increase (decrease) in net assets resulting from operations (diluted)

    0.50     1.79     2.18     0.38  

Dividends declared(1)

    0.34     1.48     1.71     0.86  

Balance sheet data:

                         

Total assets

  $ 697,148   $ 650,107   $ 345,331   $ 145,487  

Total net assets

    697,148     650,107     341,926     145,487  

Other data:

                         

Total return at market value(2)

    (1.00 )%   11.62 %   24.84 %   4.16 %

Total return at net asset value(3)

    3.47 %   13.27 %   16.61 %   2.82 %

Weighted average shares outstanding for the period

    47,066,216     35,092,722     14,860,838     10,697,691  

(1)
Dividends declared in the year ended December 31, 2013 include a $0.12 per share special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC. Dividends declared in the year ended December 31, 2012 include a $0.23 per share special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor Lux Bond Company and a $0.14 per share special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability.

(2)
For the three months ended March 31, 2014 and the years ended December 31, 2013, December 31, 2012 and for the period May 19, 2011 to December 31, 2011, total return is calculated assuming a purchase of common stock at the opening of the first day of the years ended 2013 and 2012 and assuming a purchase of common stock at IPO, respectively, and a sale on the

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(3)
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.

22



SELECTED QUARTERLY FINANCIAL DATA

        The selected quarterly financial data should be read in conjunction with the respective financial statements and related combined notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus. The following table sets forth certain quarterly financial data for the quarter ended March 31, 2014 and each of the quarters for the fiscal years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 of NMF Holdings and for the quarter ended March 31, 2014 and for each of the quarters for the fiscal years ended December 31, 2013, December 31, 2012 and for each of the quarters from May 19, 2011 (commencement of operations) through December 31, 2011 of NMFC. This data is derived from our unaudited financial statements. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Senior Securities" included in this prospectus for more information.

        The below selected quarterly financial data is for NMF Holdings.

 
  Investment
Income
  Net Investment
Income
  Total Net
Realized Gains
and Net Changes
in Unrealized
Appreciation
(Depreciation) of
Investments
  Net Increase
(Decrease) in
Capital Resulting
from Operations
 
Quarter Ended
  Total   Per Unit   Total   Per Unit   Total   Per Unit   Total   Per Unit  

March 31, 2014

  $ 30,918   $ 0.65   $ 16,285   $ 0.34   $ 7,594   $ 0.16   $ 23,879   $ 0.50  

December 31, 2013

  $ 28,645   $ 0.60   $ 15,848   $ 0.33   $ 3,213   $ 0.07   $ 19,061   $ 0.40  

September 30, 2013

    25,793     0.57     12,659     0.29     7,819     0.17     20,478     0.46  

June 30, 2013

    35,156     0.82     23,543     0.55     (8,719 )   (0.21 )   14,824     0.34  

March 31, 2013

    25,318     0.62     11,627     0.28     12,934     0.32     24,561     0.60  

December 31, 2012

  $ 24,713   $ 0.65   $ 13,522   $ 0.36   $ 3,478   $ 0.09   $ 17,000   $ 0.45  

September 30, 2012

    21,752     0.60     10,136     0.28     12,109     0.34     22,245     0.62  

June 30, 2012

    20,299     0.66     11,646     0.38     (561 )   (0.02 )   11,085     0.36  

March 31, 2012

    19,022     0.62     9,913     0.32     13,754     0.45     23,667     0.77  

December 31, 2011

  $ 17,127   $ 0.55   $ 9,540   $ 0.31   $ 8,317   $ 0.27   $ 17,857   $ 0.58  

September 30, 2011

    15,069     0.49     10,002     0.32     (21,255 )   (0.68 )   (11,253 )   (0.36 )

June 30, 2011

    13,116     0.42     9,554     0.31     (899 )   (0.03 )   8,655     0.28  

March 31, 2011

    11,212     N/A     9,429     N/A     6,990     N/A     16,419     N/A  

December 31, 2010

  $ 9,820     N/A   $ 8,335     N/A   $ 7,978     N/A   $ 16,313     N/A  

September 30, 2010

    13,881     N/A     13,145     N/A     5,560     N/A     18,705     N/A  

June 30, 2010

    8,597     N/A     7,777     N/A     (5,349 )   N/A     2,428     N/A  

March 31, 2010

    9,077     N/A     8,208     N/A     18,138     N/A     26,346     N/A  

December 31, 2009

  $ 7,617     N/A   $ 6,617     N/A   $ 1,617     N/A   $ 8,234     N/A  

September 30, 2009

    6,148     N/A     6,030     N/A     33,709     N/A     39,739     N/A  

June 30, 2009

    5,092     N/A     4,877     N/A     42,562     N/A     47,439     N/A  

March 31, 2009

    2,910     N/A     2,883     N/A     27,385     N/A     30,268     N/A  

N/A—Not applicable, as NMF Holdings was not unitized until May 19, 2011.

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        The below selected quarterly financial data is for NMFC.

 
  Net Investment
Income allocated
from NMF Holdings
  Total Net Realized
and Unrealized
Gains (Losses)
  Net Increase
(Decrease) in Net
Assets Resulting
from Operations
 
Quarter Ended
  Total   Per Share   Total   Per Share   Total   Per Share  

March 31, 2014

  $ 16,058   $ 0.34   $ 7,390   $ 0.16   $ 23,448   $ 0.50  

December 31, 2013

  $ 14,826   $ 0.33   $ 3,119   $ 0.07   $ 17,945   $ 0.40  

September 30, 2013

    10,803     0.29     6,664     0.17     17,467     0.46  

June 30, 2013

    17,674     0.55     (6,682 )   (0.21 )   10,992     0.34  

March 31, 2013

    7,218     0.28     8,298     0.33     15,516     0.61  

December 31, 2012

  $ 7,759   $ 0.36   $ 2,047   $ 0.09   $ 9,806   $ 0.45  

September 30, 2012

    4,574     0.28     5,381     0.34     9,955     0.62  

June 30, 2012

    4,029     0.38     (194 )   (0.02 )   3,835     0.36  

March 31, 2012

    3,430     0.32     4,758     0.45     8,188     0.77  

December 31, 2011

  $ 3,301   $ 0.31   $ 2,877   $ 0.27   $ 6,178   $ 0.58  

September 30, 2011

    3,460     0.32     (7,353 )   (0.68 )   (3,893 )   (0.36 )

June 30, 2011

    1,584     0.15     6,462     0.60     8,046     0.75  

March 31, 2011

    N/A     N/A     N/A     N/A     N/A     N/A  

N/A—Not applicable, as NMFC did not commence operations until May 19, 2011.

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DESCRIPTION OF RESTRUCTURING

        NMFC is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. NMFC is also registered as an investment adviser under the Advisers Act.

        NMF Holdings is a Delaware limited liability company. Until May 8, 2014, NMF Holdings was externally managed and was regulated as a BDC under the 1940 Act. As such, NMF Holdings was obligated to comply with certain regulatory requirements. NMF Holdings was treated as a partnership for U.S. federal income tax purposes for so long as it had at least two members. With the completion of the underwritten secondary offering on February 3, 2014, NMF Holdings' existence as a partnership for U.S. federal income tax purposes terminated and NMF Holdings became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes. See "Material Federal Income Tax Considerations."

        Until May 8, 2014, NMF Holdings was externally managed by the Investment Adviser. As of May 8, 2014, the Investment Adviser now serves as the external investment adviser to NMFC. The Administrator provides the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by NMF Holdings. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. NMF Holdings, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of Guardian AIV by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments.

        Until April 25, 2014, AIV Holdings was a Delaware corporation that was originally incorporated on March 11, 2011. AIV Holdings was dissolved on April 25, 2014. Guardian AIV, a Delaware limited partnership, was AIV Holdings' sole stockholder. AIV Holdings was a closed-end, non- diversified management investment company that was regulated as a BDC under the 1940 Act. As such, AIV Holdings was obligated to comply with certain regulatory requirements. AIV Holdings was treated, and complied with the requirements to continue to qualify annually, as a RIC under the Code.

        On May 19, 2011, NMFC priced the IPO of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement. Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In connection with NMFC's IPO and through a series of transactions, the NMF Holdings acquired all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

        Prior to the Restructuring (as defined below), NMFC and AIV Holdings were holding companies with no direct operations of their own, and their sole asset was their ownership in NMF Holdings. In connection with the IPO, NMFC and AIV Holdings each entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of NMF Holdings, pursuant to

25


which NMFC and AIV Holdings were admitted as members of NMF Holdings. NMFC acquired from NMF Holdings, with the gross proceeds of the IPO and the Concurrent Private Placement, common membership units ("units") of NMF Holdings (the number of units were equal to the number of shares of NMFC's common stock sold in the IPO and the Concurrent Private Placement). Additionally, NMFC received units of NMF Holdings equal to the number of shares of common stock of NMFC issued to the partners of New Mountain Guardian Partners, L.P. Guardian AIV was the parent of NMF Holdings prior to the IPO and, as a result of the transactions completed in connection with the IPO, obtained units in NMF Holdings. Guardian AIV contributed its units in NMF Holdings to AIV Holdings in exchange for common stock of AIV Holdings. AIV Holdings had the right to exchange all or any portion of its units in NMF Holdings for shares of NMFC's common stock on a one-for-one basis at any time.

        The original structure created at the time of the IPO was designed to generally prevent NMFC and its stockholders from being allocated taxable income with respect to unrecognized gains that existed at the time of the IPO in the Predecessor Entities' assets, and rather such amounts would be allocated generally to AIV Holdings. The result was that any distributions made to NMFC's stockholders that were attributable to such gains generally were not treated as taxable dividends but rather as return of capital. See "Material Federal Income Tax Considerations" included in this prospectus.

        Since the IPO through February 3, 2014, NMFC completed five underwritten secondary offerings of its common stock on behalf of AIV Holdings as the selling stockholder. In connection with these five secondary offerings, AIV Holdings tendered an aggregate of 20,221,938 units of NMF Holdings held by AIV Holdings to NMFC in exchange for the net proceeds (after deducting underwriting discounts and commissions) of these five secondary offerings and NMFC issued an aggregate of 20,221,938 shares of its common stock directly to the underwriters for these five secondary offerings. AIV Holdings distributed all of the net proceeds from these five secondary offerings to its sole stockholder, Guardian AIV. With the completion of the final secondary offering on February 3, 2014, NMFC now owns 100.0% of the units of NMF Holdings, which is now a wholly-owned subsidiary of NMFC.

        As a BDC, AIV Holdings had been subject to the 1940 Act, including certain provisions applicable only to BDCs. Accordingly, and after careful consideration of the 1940 Act requirements applicable to BDCs, the cost of 1940 Act compliance and a thorough assessment of AIV Holdings' business model, AIV Holdings' board of directors determined that continuation as a BDC was not in the best interests of AIV Holdings and Guardian AIV at the present time. Specifically, given that AIV Holdings was formed for the sole purpose of holding units of NMF Holdings and AIV Holdings had disposed of all of the units of NMF Holdings that it was holding as of February 3, 2014, the board of directors of AIV Holdings approved and declared advisable at an in-person meeting held on March 25, 2014 the withdrawal of AIV Holdings' election to be regulated as a BDC under the 1940 Act. In addition, the board of directors of AIV Holdings approved and declared advisable for AIV Holdings to terminate its registration under Section 12(g) of the Exchange Act and to dissolve AIV Holdings under the laws of the State of Delaware.

        Upon receipt of the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the withdrawal was filed and became effective upon receipt by the SEC of AIV Holdings' notification of withdrawal on Form N-54C on April 15, 2014. The board of directors of AIV Holdings believed that AIV Holdings met the requirements for filing the notification to withdraw its election to be regulated as a BDC, upon the receipt of the necessary stockholder consent. After the notification of withdrawal of AIV Holdings' BDC election was filed with the SEC, AIV Holdings was no longer subject to the regulatory provisions of the 1940 Act applicable to BDCs generally, including regulations related to insurance, custody, composition of its board of directors, affiliated transactions and any compensation arrangements.

26


        In addition, on April 15, 2014, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the Exchange Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        Until May 8, 2014, as a BDC, NMF Holdings had been subject to the 1940 Act, including certain provisions applicable only to BDCs. Accordingly, and after careful consideration of the 1940 Act requirements applicable to BDCs, the cost of 1940 Act compliance and a thorough assessment of NMF Holdings' business model, NMF Holdings' board of directors determined at an in-person meeting held on March 25, 2014 that continuation as a BDC was not in the best interests of NMF Holdings at the present time.

        At the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of NMF Holdings, which was held on May 6, 2014, the stockholders of NMFC and the sole unit holder of NMF Holdings approved a proposal which authorized the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser. Upon receipt of the necessary stockholder/unit holder approval to authorize the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC, the withdrawal was filed and became effective upon receipt by the SEC of NMF Holdings' notification of withdrawal on Form N-54C on May 8, 2014.

        In addition, effective May 8, 2014, NMF Holdings amended and restated its Limited Liability Company Agreement, (as amended and restated, the "Operating Agreement") such that the board of directors of NMF Holdings was dissolved and NMF Holdings remains a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for NMF Holdings' existing credit facilities, and NMFC assumes all other operating activities previously undertaken by NMF Holdings under the management of the Investment Adviser (collectively, the "Restructuring"). All of the current entities that remain underneath NMFC after the Restructuring are wholly-owned subsidiaries of NMFC and are expected to be consolidated with NMFC for both 1940 Act and financial statement reporting purposes, subject to any financial statement adjustments required in accordance with GAAP.

        Also, on May 8, 2014, NMF Holdings filed a Form 15 with the SEC to terminate NMF Holdings' registration under Section 12(g) of the Exchange Act. As a special purpose entity, NMF Holdings will be bankruptcy-remote and non-recourse to NMFC. In addition, the assets remaining at NMF Holdings will continue to be used to secure NMF Holdings' current credit facilities.

27


        The diagram below depicts our organizational structure after the Restructuring.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

28



RISK FACTORS

        Investing in our securities involves a number of significant risks. In addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should consider carefully the following information before making an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our net asset value and the trading price of NMFC's common stock could decline or the value of our preferred stock, subscription rights, warrants or debt securities may decline, and you may lose all or part of your investment.

RISKS IN THE CURRENT ECONOMIC ENVIRONMENT

Uncertainty about the financial stability of the United States and of several countries in the European Union (EU) could have a significant adverse effect on our business, results of operations and financial condition, thus affecting our financial condition and earnings.

        Due to federal budget deficit concerns, S&P downgraded the federal government's credit rating from AAA to AA+ for the first time in history on August 5, 2011. Further, Moody's and Fitch have warned that they may downgrade the federal government's credit rating. Further downgrades or warnings by S&P or other rating agencies, and the government's credit and deficit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.

        In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these nations to continue to service their sovereign debt obligations. Risks and ongoing concerns resulting from the debt crisis in Europe could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in these countries and the financial condition of European financial institutions. Market and economic disruptions have affected, and may continue to affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that the market disruptions in Europe, including the increased cost of funding for certain governments and financial institutions, will not spread, and we cannot assure you that future assistance packages will be available, or if available, sufficient to stabilize the affected countries and markets in Europe or elsewhere. To the extent uncertainty regarding any economic recovery in Europe continues to negatively impact consumer confidence and consumer credit factors, our business and results of operations could be significantly and adversely affected.

        On December 18, 2013, the U.S. Federal Reserve announced that it would scale back its bond-buying program, or quantitative easing, which is designed to stimulate the economy and expand the Federal Reserve's holdings of long-term securities until key economic indicators, such as the unemployment rate, show signs of improvement. The Federal Reserve signaled it would reduce its purchases of long-term Treasury bonds and would scale back on its purchases of mortgage-backed securities. It is unclear what effect, if any, the incremental reduction in the rate of the Federal Reserve's monthly purchases will have on the value of our investments. However, it is possible that absent continued quantitative easing by the Federal Reserve, these developments, along with the European sovereign debt crisis, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms.

29


A failure or the perceived risk of a failure to raise the statutory debt limit of the United States could have a material adverse effect on our business, financial condition and results of operations.

        As has been widely reported, the United States Treasury Secretary has stated that the federal government may not be able to meet its debt payments in the relatively near future unless the federal debt ceiling is raised. If legislation increasing the debt ceiling is not enacted and the debt ceiling is reached, the federal government may stop or delay making payments on its obligations. A failure by Congress to raise the debt limit would increase the risk of default by the United States on its obligations, as well as the risk of other economic dislocations.

        If the U.S. government fails to complete its budget process or to provide for a continuing resolution before the expiration of the current continuing resolution, another federal government shutdown may result. Such a failure or the perceived risk of such a failure, consequently, could have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world. It could also limit our ability and the ability of our portfolio companies to obtain financing, and it could have a material adverse effect on the valuation of our portfolio companies. Consequently, the continued uncertainty in the general economic environment, including the recent government shutdown and potential debt ceiling implications, as well in specific economies of several individual geographic markets in which our portfolio companies operate, could adversely affect our business, financial condition and results of operations.

RISKS RELATED TO OUR BUSINESS AND STRUCTURE

We may suffer credit losses.

        Investments in small and middle market businesses are highly speculative and involve a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, such as the U.S. and many other economies have recently been experiencing.

We do not expect to replicate the Predecessor Entities' historical performance or the historical performance of other entities managed or supported by the New Mountain Capital.

        We do not expect to replicate the Predecessor Entities' historical performance or the historical performance of New Mountain Capital's investments. Our investment returns may be substantially lower than the returns achieved by the Predecessor Entities. Although the Predecessor Entities commenced operations during otherwise unfavorable economic conditions, this was a favorable environment in which NMF Holdings could conduct its business in light of its investment objectives and strategy. In addition, our investment strategies may differ from those of New Mountain Capital or its affiliates. We, as a BDC and as a RIC, are subject to certain regulatory restrictions that do not apply to New Mountain Capital or its affiliates.

        We are generally not permitted to invest in any portfolio company in which New Mountain Capital or any of its affiliates currently have an investment or to make any co-investments with New Mountain Capital or its affiliates, except to the extent permitted by the 1940 Act. This may adversely affect the pace at which we make investments. Moreover, we may operate with a different leverage profile than the Predecessor Entities. Furthermore, none of the prior results from the Predecessor Entities were from public reporting companies, and all or a portion of these results were achieved in particularly favorable market conditions for NMF Holdings' investment strategy which may never be repeated. Finally, we can offer no assurance that our investment team will be able to continue to implement its investment objective with the same degree of success as it has had in the past.

30


There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be in private companies and recorded at fair value. In addition, the fair values of our investments are determined by our board of directors in accordance with our valuation policy.

        Some of our investments are and may be in the form of securities or loans that are not publicly traded. The fair value of these investments may not be readily determinable. Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in good faith by its board of directors, including to reflect significant events affecting the value of its securities. We value our investments for which we do not have readily available market quotations quarterly, or more frequently as circumstances require, at fair value as determined in good faith by our board of directors in accordance with our valuation policy, which is at all times consistent with GAAP.

        Our board of directors utilizes the services of one or more independent third-party valuation firms to aid it in determining the fair value with respect to its material unquoted assets in accordance with our valuation policy. The inputs into the determination of fair value of these investments may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.

        The types of factors that the board of directors takes into account in determining the fair value of our investments generally include, as appropriate: available market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows and the markets in which it does business, comparisons of financial ratios of peer companies that are public, comparable merger and acquisition transactions and the principal market and enterprise values. Since these valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed.

        Due to this uncertainty, our fair value determinations may cause our net asset value, on any given date, to be materially understated or overstated. In addition, investors purchasing our common stock based on an overstated net asset value would pay a higher price than the realizable value that our investments might warrant.

        We may adjust quarterly the valuation of our portfolio to reflect our board of directors' determination of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our statement of operations as net change in unrealized appreciation or depreciation.

Our ability to achieve our investment objective depends on key investment personnel of the Investment Adviser. If the Investment Adviser were to lose any of its key investment personnel, our ability to achieve our investment objective could be significantly harmed.

        We depend on the investment judgment, skill and relationships of the investment professionals of the Investment Adviser, particularly Steven B. Klinsky and Robert A. Hamwee, as well as other key personnel to identify, evaluate, negotiate, structure, execute, monitor and service our investments. The Investment Adviser, as an affiliate of New Mountain Capital, is supported by New Mountain Capital's team, which as of March 31, 2014 consisted of approximately 100 staff members of New Mountain Capital and its affiliates to fulfill its obligations to us under the Investment Management Agreement. The Investment Adviser may also depend upon New Mountain Capital to obtain access to investment

31


opportunities originated by the professionals of New Mountain Capital and its affiliates. Our future success depends to a significant extent on the continued service and coordination of the key investment personnel of the Investment Adviser. The departure of any of these individuals could have a material adverse effect on our ability to achieve our investment objective.

        The Investment Committee, which provides oversight over our investment activities, is provided by the Investment Adviser. The Investment Committee currently consists of five members. The loss of any member of the Investment Committee or of other senior professionals of the Investment Adviser and its affiliates without suitable replacement could limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operation and cash flows. To achieve our investment objective, the Investment Adviser may hire, train, supervise and manage new investment professionals to participate in its investment selection and monitoring process. If the Investment Adviser is unable to find investment professionals or do so in a timely manner, our business, financial condition and results of operations could be adversely affected.

The Investment Adviser has limited experience managing a BDC or a RIC, which could adversely affect our business.

        Other than us, the Investment Adviser has not previously managed a BDC or a RIC. The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other investment vehicles previously managed by the investment professionals of the Investment Adviser. For example, under the 1940 Act, BDCs are required to invest at least 70.0% of their total assets primarily in securities of qualifying U.S. private or thinly traded companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Moreover, qualification for taxation as a RIC under subchapter M of the Code requires satisfaction of source-of-income, asset diversification and annual distribution requirements. The failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or as a RIC and could force us to pay unexpected taxes and penalties, which would have a material adverse effect on our performance. The Investment Adviser's lack of experience in managing a portfolio of assets under the constraints applicable to BDCs and RICs may hinder its ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective. If we fail to maintain our status as a BDC or as a RIC, our operating flexibility could be significantly reduced.

We operate in a highly competitive market for investment opportunities and may not be able to compete effectively.

        We compete for investments with other BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than us. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements that we must satisfy to obtain and maintain our RIC status. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. There are a number of new BDCs that have recently completed their initial public offerings or that have filed registration statements with the SEC, which could create increased competition for investment opportunities.

        We may lose investment opportunities if it does not match our competitors' pricing, terms and structure. With respect to the investments that we make, we do not seek to compete based primarily on

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the interest rates we may offer, and we believe that some of our competitors may make loans with interest rates that may be lower than the rates we offer. In the secondary market for acquiring existing loans, we expect to compete generally on the basis of pricing terms. If we match our competitors' pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. If we are forced to match our competitors' pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. Part of our competitive advantage stems from the fact that we believe the market for middle market lending is underserved by traditional bank lenders and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. We may also compete for investment opportunities with accounts managed by the Investment Adviser or its affiliates. Although the Investment Adviser allocates opportunities in accordance with its policies and procedures, allocations to such other accounts reduces the amount and frequency of opportunities available to us and may not be in our best interests and, consequently, our stockholders. Moreover, the performance of investment opportunities is not known at the time of allocation. If we are not able to compete effectively, our business, financial condition and results of operations may be adversely affected, thus affecting our business, financial condition and results of operations. Because of this competition, there can be no assurance that we will be able to identify and take advantage of attractive investment opportunities that we identify or that we will be able to fully invest our available capital.

Our business, results of operations and financial condition depends on our ability to manage future growth effectively.

        Our ability to achieve our investment objective and to grow depends on the Investment Adviser's ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of the Investment Adviser's structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing on acceptable terms. The Investment Adviser has substantial responsibilities under the Investment Management Agreement and may also be called upon to provide managerial assistance to our portfolio companies. These demands on the time of the Investment Adviser and its investment professionals may distract them or slow our rate of investment. In order to grow, we and the Investment Adviser may need to retain, train, supervise and manage new investment professionals. However, these investment professionals may not be able to contribute effectively to the work of the Investment Adviser. If we are unable to manage our future growth effectively, our business, results of operations and financial condition could be materially adversely affected.

The incentive fee may induce the Investment Adviser to make speculative investments.

        The incentive fee payable to the Investment Adviser may create an incentive for the Investment Adviser to pursue investments that are risky or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns. The incentive fee payable to the Investment Adviser is calculated based on a percentage of our return on investment capital. This may encourage the Investment Adviser to use leverage to increase the return on our investments. In addition, because the base management fee is payable based upon our gross assets, which includes any borrowings for investment purposes, but excludes cash and cash equivalents for investment purposes, the Investment Adviser may be further encouraged to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock.

        The incentive fee payable to the Investment Adviser also may create an incentive for the Investment Adviser to invest in instruments that have a deferred interest feature, even if such deferred payments would not provide the cash necessary to pay current distributions to our stockholders. Under

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these investments, we would accrue the interest over the life of the investment but would not receive the cash income from the investment until the end of the investment's term, if at all. Our net investment income used to calculate the income portion of the incentive fee, however, includes accrued interest. Thus, a portion of the incentive fee would be based on income that we have not yet received in cash and may never receive in cash if the portfolio company is unable to satisfy such interest payment obligations. In addition, the "catch-up" portion of the incentive fee may encourage the Investment Adviser to accelerate or defer interest payable by portfolio companies from one calendar quarter to another, potentially resulting in fluctuations in timing and dividend amounts.

We may be obligated to pay the Investment Adviser incentive compensation even if we incur a loss.

        The Investment Adviser is entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our Pre-Incentive Fee Adjusted Net Investment Income for that quarter (before deducting incentive compensation) above a performance threshold for that quarter. Accordingly, since the performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance threshold. Our Pre-Incentive Fee Adjusted Net Investment Income for incentive compensation purposes excludes realized and unrealized capital losses or depreciation that it may incur in the fiscal quarter, even if such capital losses or depreciation result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay the Investment Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.

We borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.

        We borrow money as part of our business plan. Borrowings, also known as leverage, magnify the potential for gain or loss on invested equity capital and may, consequently, increase the risk of investing in us. We expect to continue to use leverage to finance our investments, through senior securities issued by banks and other lenders. We are restricted from incurring additional indebtedness under the Credit Facilities, without obtaining any necessary approvals, consents, amendments or waivers from the lenders thereto. Lenders of these senior securities have fixed dollar claims on our assets that are superior to claims of our common stockholders. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had it not leveraged. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have had it not borrowed. Such a decline could adversely affect our ability to make common stock dividend payments. In addition, because our investments may be illiquid, we may be unable to dispose of them or to do so at a favorable price in the event we need to do so if we are unable to refinance any indebtedness upon maturity and, as a result, we may suffer losses. Leverage is generally considered a speculative investment technique.

        Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Moreover, as the Investment Adviser's management fee is payable to the Investment Adviser based on gross assets, including those assets acquired through the use of leverage, the Investment Adviser may have a financial incentive to incur leverage which may not be consistent with our interests and the interests of our common stockholders. In addition, holders of our common stock will, indirectly, bear the burden of any increase in our expenses as a result of leverage, including any increase in the management fee payable to the Investment Adviser.

        At March 31, 2014, NMF Holdings had $271.8 million and $215.0 million of indebtedness outstanding under the Holdings Credit Facility and the SLF Credit Facility, respectively. The Holdings Credit Facility had a weighted average interest rate of 2.9% for the three months ended March 31,

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2014 and the SLF Credit Facility had a weighted average interest rate of 2.2% for the three months ended March 31, 2014.

        Illustration.    The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses and adjusted for unsettled securities purchased. The calculations in the table below are hypothetical. Actual returns may be higher or lower than those appearing below. The calculation assumes (i) $1,219.4 million in total assets, (ii) a weighted average cost of borrowings of 2.6%, (iii) $486.8 million in debt outstanding and (iv) $697.1 million in members' capital.


Assumed Return on Our Portfolio
(net of expenses)

    (10.0 )%   (5.0 )%   0 %   5.0 %   10.0 %
                       

Corresponding return to stockholder

    (19.3 )%   (10.6 )%   (1.8 )%   6.9 %   15.7 %

We may need to raise additional capital to grow.

        We may need additional capital to fund new investments and grow. We may access the capital markets periodically to issue equity securities. In addition, we may also issue debt securities or borrow from financial institutions in order to obtain such additional capital. However, we are generally prohibited from or subject to limitations on incurring additional indebtedness, including issuing any debt securities, under the Credit Facilities, without obtaining any necessary approvals, consents, amendments or waivers from the lenders thereto. Unfavorable economic conditions could increase our funding costs and limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute at least 90.0% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to obtain and maintain our RIC status. As a result, these earnings will not be available to fund new investments. If we are unable to access the capital markets or if we are unable to borrow from financial institutions, we may be unable to grow our business and execute our business strategy fully, and our earnings, if any, could decrease, which could have an adverse effect on the value of our securities.

If we are unable to comply with the covenants or restrictions in the Credit Facilities, our business could be materially adversely affected.

        The Credit Facilities include covenants that, subject to exceptions, among other things, generally prohibit us from or subject it to limitations on incurring additional indebtedness (including issuing any debt securities) and restrict our ability to pay distributions, create liens on assets, make investments, make acquisitions and engage in mergers or consolidations. The Holdings Credit Facility also includes a change of control provision that accelerates the indebtedness under the facility in the event of certain change of control events. Complying with these restrictions may prevent us from taking actions that we believe would help us grow our business or are otherwise consistent with our investment objective. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. For example, these restrictions, as currently in effect, would prohibit us from or subject us to limitations on incurring any additional indebtedness, which would include issuing any debt securities. However, in the event that we obtain any necessary approvals, consents, amendments or waivers from the lenders under the Credit Facilities to permit the issuance of debt securities, we may issue debt securities in one or more series as described under "Description of Our Debt Securities" herein. In addition, the restrictions contained in the Credit Facilities could limit our ability to make distributions to our members in certain circumstances, which

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could result in us failing to qualify as a RIC and thus becoming subject to corporate-level U.S. federal income tax (and any applicable state and local taxes).

        The breach of any of the covenants or restrictions, unless cured within the applicable grace period, would result in a default under the applicable Credit Facilities that would permit the lenders thereunder to declare all amounts outstanding to be due and payable. In such an event, we may not have sufficient assets to repay such indebtedness. As a result, any default could have serious consequences to our financial condition. An event of default or an acceleration under the Credit Facilities could also cause a cross-default or cross-acceleration of another debt instrument or contractual obligation, which would adversely impact our liquidity. An event of default under the Holdings Credit Facility will trigger an event of default under the SLF Credit Facility. We may not be granted waivers or amendments to the Credit Facilities if for any reason it is unable to comply with it, and we may not be able to refinance the Credit Facilities on terms acceptable to it, or at all.

We may enter into reverse repurchase agreements, which are another form of leverage.

        Subject to limitations in the Credit Facilities, we may enter into reverse repurchase agreements as part of our management of our investment portfolio. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, the payor will be required to repay the loan and correspondingly receive back its collateral. While used as collateral, the assets continue to pay principal and interest which are for our benefit.

        Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired with the proceeds of a reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to repurchase under the reverse repurchase agreement. In addition, there is a risk that the market value of the securities effectively pledged by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are more than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements transactions, our net asset value would decline, and, in some cases, we may be worse off than if such instruments had not been used.

If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected.

        We may want to obtain additional debt financing, or need to do so upon maturity of our Credit Facilities, in order to obtain funds which may be made available for investments. We are generally prohibited from or subject to limitations on incurring additional indebtedness, including issuing any debt securities, under the Credit Facilities without obtaining any necessary approvals, consents, amendments or waivers from the lenders thereto. The revolving period under the Holdings Credit Facility ends on October 27, 2014, and the Holdings Credit Facility matures on October 27, 2016. The revolving period under the SLF Credit Facility ends on October 27, 2014, and the SLF Credit Facility matures on October 27, 2016. If we are unable to increase, renew or replace any such facility and enter into a new debt financing facility or other debt financing on commercially reasonable terms, our liquidity may be reduced significantly. Further, if we are unable to obtain any necessary approvals, consents, amendments, or waivers from the lenders under the Credit Facilities to permit the issuance of debt securities, we would be prohibited from or subject to limitations on incurring any additional indebtedness, including issuing the debt securities described herein. In addition, if we are unable to

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repay amounts outstanding under any such facilities and declared in default or unable to renew or refinance these facilities, we may not be able to make new investments or operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects us or third parties, and could materially damage our business, results of operations and financial condition.

A renewed disruption in the capital markets and the credit markets could adversely affect our business.

        As a BDC, we must maintain our ability to raise additional capital for investment purposes. If we are unable to access the capital markets or credit markets, we may be forced to curtail our business operations and may be unable to pursue new investment opportunities. The capital markets and the credit markets have experienced extreme volatility in recent periods, and, as a result, there has been and will likely continue to be uncertainty in the financial markets in general. Disruptions in the capital markets in recent years increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans that we originate and/or funds and adversely affect the value of our portfolio investments. Unfavorable economic conditions could also increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results. Ongoing disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and, consequently, could adversely impact our business, results of operations and financial condition.

        If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon it by the 1940 Act and contained in Credit Facilities. Any such failure would affect our ability to issue senior securities, including borrowings, draw on our Credit Facilities and pay distributions, which could materially impair our business operations. Our liquidity could be impaired further by our inability to access the capital or credit markets. For example, we cannot be certain that we will be able to renew our credit facilities as they mature or to consummate new borrowing facilities to provide capital for normal operations, including new originations. In recent years, reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. This market turmoil and tightening of credit have led to increased market volatility and widespread reduction of business activity generally in recent years. In addition, adverse economic conditions due to these disruptive conditions could materially impact our ability to comply with the financial and other covenants in any existing or future credit facilities. If we are unable to comply with these covenants, this could materially adversely affect our business, results of operations and financial condition.

Changes in interest rates may affect our cost of capital and net investment income.

        To the extent we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, a significant change in market interest rates may have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

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The incentive fee we pay to the Investment Adviser with respect to capital gains may be effectively greater than 20.0%.

        As a result of the operation of the cumulative method of calculating the capital gains portion of the incentive fee we pay to the Investment Adviser, the cumulative aggregate capital gains fee received by the Investment Adviser could be effectively greater than 20.0%, depending on the timing and extent of subsequent net realized capital losses or net unrealized depreciation. We cannot predict whether, or to what extent, this payment calculation would affect your investment in our common stock.

RISKS RELATED TO OUR OPERATIONS

Because we intend to distribute substantially all of our income to our stockholders to obtain and maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired.

        In order for us to qualify for the tax benefits available to RICs and to avoid payment of excise taxes, we intend to distribute to our stockholders substantially all of our annual taxable income. As a result of these requirements, we may need to raise capital from other sources to grow our business.

        As a BDC, we are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 200.0%. This requirement limits the amount that we may borrow. Because we continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise additional equity at a time when it may be disadvantageous to do so. While we expect that we will be able to borrow and to issue additional debt securities and expect that we will be able to issue additional equity securities, which would in turn increase the equity capital available to us, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. In addition, as a BDC, we generally are not permitted to issue equity securities priced below net asset value without stockholder approval. If additional funds are not available us, we may be forced to curtail or cease new investment activities, and our net asset value could decline.

Our ability to enter into transactions with our affiliates is restricted.

        As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5.0% or more of our outstanding voting securities is an affiliate of ours for purposes of the 1940 Act. We are generally prohibited from buying or selling any securities (other than our securities) from or to an affiliate. The 1940 Act also prohibits certain "joint" transactions with an affiliate, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of independent directors and, in some cases, the SEC. If a person acquires more than 25.0% of our voting securities, we are prohibited from buying or selling any security (other than our securities) from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any portfolio company of a private equity fund managed by any affiliate of the Investment Adviser without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

The Investment Adviser has significant potential conflicts of interest with us and, consequently, your interests as stockholders which could adversely impact our investment returns.

        Our executive officers and directors, as well as the current or future investment professionals of the Investment Adviser, serve or may serve as officers, directors or principals of entities that operate in

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the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in your interests as stockholders. Although we are currently New Mountain Capital's only vehicle focused primarily on investing in the investments that we target, in the future, the investment professionals of the Investment Adviser and/or New Mountain Capital employees that provide services pursuant to the Investment Management Agreement may manage other funds which may from time to time have overlapping investment objectives with our own and, accordingly, may invest in, whether principally or secondarily, asset classes similar to those targeted by us. If this occurs, the Investment Adviser may face conflicts of interest in allocating investment opportunities to us and such other funds. Although the investment professionals endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain investments made by the Investment Adviser or persons affiliated with the Investment Adviser or that certain of these investment funds may be favored over us. When these investment professionals identify an investment, they may be forced to choose which investment fund should make the investment.

        If the Investment Adviser forms other affiliates in the future, we may co-invest on a concurrent basis with such other affiliate, subject to compliance with applicable regulations and regulatory guidance or an exemptive order from the SEC and our allocation procedures. In addition, we pay management and incentive fees to the Investment Adviser and reimburse the Investment Adviser for certain expenses it incurs. As a result, investors in our common stock invest in us on a "gross" basis and receive distributions on a "net" basis after our expenses. Also, the incentive fee payable to the Investment Adviser may create an incentive for the Investment Adviser to pursue investments that are riskier or more speculative than would be the case in the absence of such compensation arrangements. Any potential conflict of interest arising as a result of the arrangements with the Investment Adviser could have a material adverse effect on our business, results of operations and financial condition.

The Investment Committee, the Investment Adviser or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.

        The Investment Adviser's investment professionals, Investment Committee or their respective affiliates may serve as directors of, or in a similar capacity with, companies in which we invest. In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us and our stockholders.

The valuation process for certain of our portfolio holdings creates a conflict of interest.

        Some of our portfolio investments are made in the form of securities that are not publicly traded. As a result, our board of directors determines the fair value of these securities in good faith. In connection with this determination, investment professionals from the Investment Adviser may provide our board of directors with portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. In addition, Steven B. Klinsky, a member of our board of directors, has an indirect pecuniary interest in the Investment Adviser. The participation of the Investment Adviser's investment professionals in our valuation process, and the indirect pecuniary interest in the Investment Adviser by a member of our board of directors, could result in a conflict of interest as the Investment Adviser's management fee is based, in part, on our gross assets and incentive fees are based, in part, on unrealized gains and losses.

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Conflicts of interest may exist related to other arrangements with the Investment Adviser or its affiliates.

        We have entered into a royalty-free license agreement with New Mountain Capital under which New Mountain Capital has agreed to grant us a non-exclusive, royalty-free license to use the name "New Mountain." In addition, we reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement, such as rent and the allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. This could create conflicts of interest that our board of directors must monitor.

The Investment Management Agreement with the Investment Adviser and the Administration Agreement with the Administrator were not negotiated on an arm's length basis.

        The Investment Management Agreement and the Administration Agreement were negotiated between related parties. In addition, we may choose not to enforce, or to enforce less vigorously, our respective rights and remedies under these agreements because of our desire to maintain our ongoing relationship with the Investment Adviser, the Administrator and their respective affiliates. Any such decision, however, could cause us to breach our fiduciary obligations to our stockholders.

The Investment Adviser's liability is limited under the Investment Management Agreement, and we have agreed to indemnify the Investment Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.

        Under the Investment Management Agreement, the Investment Adviser does not assume any responsibility other than to render the services called for under that agreement, and it is not responsible for any action of our board of directors in following or declining to follow the Investment Adviser's advice or recommendations. Under the terms of the Investment Management Agreement, the Investment Adviser, its officers, members, personnel, any person controlling or controlled by the Investment Adviser are not liable for acts or omissions performed in accordance with and pursuant to the Investment Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of the Investment Adviser's duties under the Investment Management Agreement. In addition, we have agreed to indemnify the Investment Adviser and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted pursuant to authority granted by the Investment Management Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person's duties under the Investment Management Agreement. These protections may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.

The Investment Adviser can resign upon 60 days' notice, and a suitable replacement may not be found within that time, resulting in disruptions in our operations that could adversely affect our business, results of operations and financial condition.

        Under the Investment Management Agreement, the Investment Adviser has the right to resign at any time upon 60 days' written notice, whether a replacement has been found or not. If the Investment Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If a replacement is not able to be found on a timely basis, our business, results of operations and financial condition and our ability to pay distributions are likely to be materially adversely affected and the market price of our common stock may decline. In addition, if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Investment Adviser and its affiliates, the coordination of its internal

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management and investment activities is likely to suffer. Even if we are able to retain comparable management, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.

The Administrator can resign upon 60 days' notice from its role as Administrator under the Administration Agreement, and a suitable replacement may not be found, resulting in disruptions that could adversely affect our business, results of operations and financial condition.

        The Administrator has the right to resign under the Administration Agreement upon 60 days' written notice, whether a replacement has been found or not. If the Administrator resigns, it may be difficult to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If a replacement is not found quickly, our business, results of operations and financial condition, as well as our ability to pay distributions, are likely to be adversely affected, and the market price of our common stock may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator. Even if a comparable service provider or individuals to perform such services are retained, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.

There is no assurance that the U.S. Small Business Administration will issue to us a license to form and operate a Small Business Investment Company subsidiary.

        The U.S. Small Business Administration ("SBA") issued a "green light" letter inviting us to continue our application process to obtain a license to form and operate a Small Business Investment Company ("SBIC") subsidiary. If approved, an SBIC license would provide us with an incremental source of attractive long-term capital. Receipt of a green light letter from the SBA does not assure an applicant that the SBA will ultimately issue an SBIC license, and we have received no assurance or indication from the SBA that it will receive an SBIC license, or of the timeframe in which we would receive a license, should one ultimately be granted.

If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced.

        We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70.0% of their total assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw their respective election as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification, as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with these regulations would significantly decrease our operating flexibility and could significantly increase our cost of doing business.

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If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations.

        As a BDC, we are prohibited from acquiring any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least 70.0% of our total assets are qualifying assets. We may acquire in the future other investments that are not "qualifying assets" to the extent permitted by the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we would be prohibited from investing in additional assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of its position) or could require us to dispose of investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, it may have to sell the investments at a substantial loss.

Our ability to invest in public companies may be limited in certain circumstances.

        To maintain our status as a BDC, we are not permitted to acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250.0 million at the time of such investment.

Regulations governing the operations of BDCs will affect our ability to raise additional equity capital as well as our ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies.

        Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of senior securities, including borrowing under a credit facility or other indebtedness. In addition, we may also issue additional equity capital, which would in turn increase the equity capital available to us. However, we may not be able to raise additional capital in the future on favorable terms or at all.

        We may issue debt securities, preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities," up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200.0% after each issuance of senior securities. If our asset coverage ratio is not at least 200.0%, we would be unable to issue senior securities, and if we had senior securities outstanding (other than any indebtedness issued in consideration of a privately arranged loan, such as any indebtedness outstanding under the Credit Facilities), we would be unable to make distributions to our stockholders. However, at December 31, 2013, NMF Holdings' only senior securities outstanding were indebtedness under the Credit Facilities and therefore at December 31, 2013, NMF Holdings would not have been precluded from paying distributions. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be disadvantageous.

        The Holdings Credit Facility matures on October 27, 2016 and permits borrowings of $280.0 million as of March 31, 2014. The Holdings Credit Facility had $271.8 million in debt outstanding as of March 31, 2014. The SLF Credit Facility matures on October 27, 2016 and permits

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borrowings of $215.0 million as of March 31, 2014. The SLF Credit Facility had $215.0 million in debt outstanding as of March 31, 2014.

        In addition, we may in the future seek to securitize other portfolio securities to generate cash for funding new investments. To securitize loans, we would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non-recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary. If we are unable to successfully securitize its loan portfolio, which must be done in compliance with the relevant restrictions in the Credit Facilities, our ability to grow our business or fully execute our business strategy could be impaired and our earnings, if any, could decrease. The securitization market is subject to changing market conditions, and we may not be able to access this market when it would otherwise deem appropriate. Moreover, the successful securitization of our portfolio might expose us to losses as the residual investments in which we do not sell interests will tend to be those that are riskier and more apt to generate losses. The 1940 Act also may impose restrictions on the structure of any securitization.

        We may also obtain capital through the issuance of additional equity capital. As a BDC, we generally are not able to issue or sell our common stock at a price below net asset value per share. If our common stock trades at a discount to its net asset value per share, this restriction could adversely affect our ability to raise equity capital. We may, however, sell our common stock, or warrants, options or rights to acquire its common stock, at a price below its net asset value per share of the common stock if our board of directors and independent directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any underwriting commission or discount). If we raise additional funds by issuing more shares of our common stock, or if we issue senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders may decline and you may experience dilution.

Our business model in the future may depend to an extent upon our referral relationships with private equity sponsors, and the inability of the investment professionals of the Investment Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business strategy.

        If the investment professionals of the Investment Adviser fail to maintain existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the investment professionals of the Investment Adviser have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that any relationships they currently or may in the future have will generate investment opportunities for us.

We may experience fluctuations in our annual and quarterly results due to the nature of our business.

        We could experience fluctuations in our annual and quarterly operating results due to a number of factors, some of which are beyond our control, including the ability or inability of us to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities acquired and the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in the markets in which we operate and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

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Our board of directors may change its investment objective, operating policies and strategies without prior notice or member approval, the effects of which may be adverse to your interest as a stockholder.

        Our board of directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. As a result, our board of directors may be able to change our investment policies and objectives without any input from our stockholders. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw its election as, a BDC. Under Delaware law, we also cannot be dissolved without prior stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the market price of our common stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions to our stockholders.

We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to maintain RIC status under Subchapter M of the Code, which would have a material adverse effect on our financial performance.

        Although we intend to continue to qualify annually as a RIC under Subchapter M of the Code, no assurance can be given that we will be able to maintain our RIC status. To maintain RIC status and be relieved of U.S. federal income taxes on income and gains distributed to our stockholders, we must meet the annual distribution, source-of-income and asset diversification requirements described below.

        If we fail to qualify for or maintain our RIC status for any reason, and we do not qualify for certain relief provisions under the Code, we would be subject to corporate-level U.S. federal income tax (and any applicable state and local taxes). In this event, the resulting taxes could substantially reduce

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our net assets, the amount of income available for distribution and the amount of our distributions, which would have a material adverse effect on our financial performance.

You may have current tax liabilities on distributions you reinvest in our common stock.

        Under the dividend reinvestment plan, if you own shares of our common stock registered in your own name, you will have all cash distributions automatically reinvested in additional shares of our common stock unless you opt out of the dividend reinvestment plan by delivering notice by phone, internet or in writing to the plan administrator at least three days prior to the payment date of the next dividend or distribution. If you have not "opted out" of the dividend reinvestment plan, you will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in our common stock of to the extent the amount reinvested was not a tax-free return of capital. As a result, you may have to use funds from other sources to pay your U.S. federal income tax liability on the value of the common stock received.

We may not be able to pay you distributions on our common stock, our distributions to you may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.

        We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will continue to achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. If we are unable to satisfy the asset coverage test applicable to us as a BDC, or if we violates certain covenants under the Credit Facilities, our ability to pay distributions to our stockholders could be limited. All distributions are paid at the discretion of our board of directors and depend on our earnings, financial condition, maintenance of our RIC status, compliance with applicable BDC regulations, compliance with covenants under the Credit Facilities, and such other factors as our board of directors may deem relevant from time to time. The distributions that we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.

We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.

        For U.S. federal income tax purposes, we include in our taxable income our allocable share of certain amounts that we have not yet received in cash, such as original issue discount or accruals on a contingent payment debt instrument, which may occur if we receive warrants in connection with the origination of a loan or possibly in other circumstances or contracted payment-in-kind ("PIK") interest, which generally represents contractual interest added to the loan balance and due at the end of the loan term. Our allocable share of such original issue discount and PIK interest are included in our taxable income before we receive any corresponding cash payments. We also may be required to include in our taxable income our allocable share of certain other amounts that we will not receive in cash.

        Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement necessary for us to qualify as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous. We may need to raise additional equity or debt capital, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement. If we are unable to obtain cash from other sources to enable us to meet the annual distribution

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requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes).

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

        Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. Our portfolio companies are subject to federal, state and local laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, any of which could materially adversely affect our business, including with respect to the types of investments we are permitted to make, and your interest as a stockholder potentially with retroactive effect. In addition, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter its investment strategy in order to avail ourselves of new or different opportunities. These changes could result in material changes to the strategies and plans set forth in this prospectus and may result in our investment focus shifting from the areas of expertise of the Investment Adviser to other types of investments in which the Investment Adviser may have less expertise or little or no experience. Any such changes, if they occur, could have a material adverse effect on our business, results of operations and financial condition and, consequently, the value of your investment in us.

        On July 21, 2010, the Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, was signed into law. Although passage of the Dodd-Frank Act has resulted in extensive rulemaking and regulatory changes that affect us and the financial industry as a whole, many of its provisions remain subject to extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities. While the full impact of the Dodd-Frank Act on us and our portfolio companies may not be known for an extended period of time, the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact our or our portfolio companies' operations, cash flows or financial condition, impose additional costs onus or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.

        Over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether these regulations will be implemented or what form they will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.

The effect of global climate change may impact the operations of our portfolio companies.

        There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies' financial condition, through decreased revenues. Extreme weather

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conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

Pending legislation may allow us to incur additional leverage.

        As a BDC, under the 1940 Act we generally are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200.0% (i.e., the amount of debt may not exceed 50.0% of the value of our total assets or we may borrow an amount equal to 100.0% of net assets). Recent legislation introduced in the U.S. House of Representatives, if passed, would modify this section of the 1940 Act and increase the amount of debt that BDCs may incur by modifying the percentage from 200.0% to 150.0%. As a result, we may be able to incur additional indebtedness in the future and therefore your risk of an investment in our common stock may increase.

We incur significant costs as a result of being a publicly traded company.

        As a publicly traded company, we incur legal, accounting and other expenses, which are paid by us, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, or the "Sarbanes-Oxley Act," and other rules implemented by the SEC.

Efforts to comply with Section 404 of the Sarbanes-Oxley Act involve significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us and the market price of our common stock.

        We are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Under current SEC rules, beginning with our fiscal year ending December 31, 2012, our management was required to report on their internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, and rules and regulations of the SEC thereunder. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur significant additional expenses in the near term, which may negatively impact our financial performance and our ability to make distributions to our stockholders. This process also may result in a diversion of management's time and attention. We cannot be certain as to the timing of completion of any evaluation, testing and remediation actions or the impact of the same on our operations, and we are not able to ensure that the process is effective or that our internal control over financial reporting is or will continue to be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with Section 404 of the Sarbanes-Oxley Act and related rules, we and, consequently, the market price of our common stock may be adversely affected.

Our business is highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.

        Our business is highly dependent on the communications and information systems of the Investment Adviser and its affiliates. Any failure or interruption of such systems could cause delays or other problems in our activities. This, in turn, could have a material adverse effect on our operating results and, consequently, negatively affect the market price of our common stock and our ability to pay dividends to our stockholders. In addition, because many of our portfolio companies operate and rely on network infrastructure and enterprise applications and internal technology systems for development, marketing, operational, support and other business activities, a disruption or failure of any or all of these systems in the event of a major telecommunications failure, cyber-attack, fire, earthquake, severe weather conditions or other catastrophic event could cause system interruptions, delays in product development and loss of critical data and could otherwise disrupt their business operations.

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RISKS RELATING TO OUR INVESTMENTS

Our investments in portfolio companies may be risky, and we could lose all or part of any of our investments.

        Investments in small and middle market businesses are highly speculative and involve a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, such as the U.S. and many other economies have recently experienced. Among other things, these companies:

        In addition, in the course of providing significant managerial assistance to certain of our portfolio companies, certain of our officers and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of our investments in these companies, our officers and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.

Our investment strategy, which is focused primarily on privately held companies, presents certain challenges, including the lack of available information about these companies.

        We invest primarily in privately held companies. There is generally little public information about these companies, and, as a result, we must rely on the ability of the Investment Adviser to obtain adequate information to evaluate the potential returns from, and risks related to, investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. They are, thus, generally more vulnerable to economic downturns and may experience substantial variations in operating results. These factors could adversely affect our investment returns.

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Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.

        Our portfolio may be concentrated in a limited number of industries. For example, as of March 31, 2014, NMF Holdings' investments in the software, the education, the business services, and the distribution & logistics industries represented approximately 21.1%, 20.5%, 13.6% and 10.3%, respectively, of the fair value of NMF Holdings' portfolio. A downturn in any particular industry in which we are invested could significantly impact the portfolio companies operating in that industry, and accordingly, the aggregate returns that we realize from our investment in such portfolio companies.

        Specifically, companies in the software industry often have narrow product lines and small market shares. Because of rapid technological change, the average selling prices of products and some services provided by software companies have historically decreased over their productive lives. As a result, the average selling prices of products and services offered by software companies in which we invest may decrease over time. In addition, companies in the education industry are required to comply with extensive regulatory and accreditation requirements, which could be subject to change by Congress, and which can limit their access to federal aid or similar loan programs, or otherwise increase their compliance costs. Likewise, companies in the business services industry are subject to general economic downturns and business cycles, and will often suffer reduced revenues and rate pressures during periods of economic uncertainty. Finally, companies in the distribution & logistics industry are subject to complex and stringent aviation, transportation, environmental, security, labor, employment and other governmental laws and regulations, both in the U.S. and in the other countries. In addition, companies in the distribution & logistics industry may be impacted by global climate change, including severe weather or other natural disasters, changes in regulation in response to climate change and changing prices for energy commodities. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of its investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.

If we make unsecured investments, those investments might not generate sufficient cash flow to service their debt obligations to us.

        We may make unsecured investments. Unsecured investments may be subordinated to other obligations of the obligor. Unsecured investments often reflect a greater possibility that adverse changes in the financial condition of the obligor or general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. If we make an unsecured investment in a portfolio company, that portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may increase the risk that its operations might not generate sufficient cash to service its debt obligations.

If we invest in the securities and obligations of distressed and bankrupt issuers, we might not receive interest or other payments.

        From time to time, we may invest in other types of investments which are not our primary focus, including investments in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer of those obligations might not make any interest or other payments.

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The lack of liquidity in our investments may adversely affect our business.

        We invest, and will continue to invest, in companies whose securities are not publicly traded and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required or otherwise choose to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. Our investments are usually subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market for such investments. Because most of our investments are illiquid, we may be unable to dispose of them in which case we could fail to qualify as a RIC and/or a BDC, or we may be unable to do so at a favorable price, and, as a result, we may suffer losses.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.

        As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our board of directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

        When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will use the pricing indicated by the external event to corroborate our valuation. We will record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in its portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are unable to make follow-on investments in our portfolio companies, the value of our investment portfolio could be adversely affected.

        Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on" investments, in order to (i) increase or maintain in whole or in part our equity ownership percentage, (ii) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing or (iii) attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or may otherwise lack sufficient funds to make these investments. We have the discretion to make follow-on investments, subject to the availability of capital resources. If we fail to make follow-on investments, the continued viability of a portfolio company and our investment may, in some circumstances, be jeopardized and we could miss an opportunity for us to increase our participation in a successful operation. Even if we have sufficient

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capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, either because we prefer other opportunities or because we are subject to BDC requirements that would prevent such follow-on investments or such follow-on investments would adversely impact our ability to maintain our RIC status.

Our portfolio companies may incur debt that ranks equally with, or senior to, its investments in such companies.

        We invest in portfolio companies at all levels of the capital structure. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, these debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. In addition, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying the senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

The disposition of our investments may result in contingent liabilities.

        Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to it.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

        Even though we may have structured certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by it with respect to a borrower's business or instances where it exercises control over the borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken in rendering significant managerial assistance.

Second priority liens on collateral securing loans that we make to its portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

        Certain loans to portfolio companies will be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will

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generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company's remaining assets, if any.

        The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements entered into with the holders of first priority senior debt. Under an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral, the ability to control the conduct of such proceedings, the approval of amendments to collateral documents; releases of liens on the collateral and waivers of past defaults under collateral documents. We may not have the ability to control or direct these actions, even if our rights are adversely affected.

We generally do not control our portfolio companies.

        We do not, and do not expect to, control most of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants that limit the business and operations of our portfolio companies. As a result, we are subject to the risk that a portfolio company may make business decisions with which we disagree and the management of such company may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity of the investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event that we disagree with the actions of a portfolio company as readily as we would otherwise like to or at favorable prices which could decrease the value of our investments.

Economic recessions, downturns or government spending cuts could impair our portfolio companies and harm its operating results.

        Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay its debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm its operating results.

A number of our portfolio companies provide services to the U.S. government. Changes in the U.S. government's priorities and spending, or significant delays or reductions in appropriations of the U.S. government's funds, could have a material adverse effect on the financial position, results of operations and cash flows of such portfolio companies.

        A number of our portfolio companies derive a substantial portion of their revenue from the U.S. government. Levels of the U.S. government's spending in future periods are very difficult to predict and

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subject to significant risks. In addition, significant budgetary constraints may result in further reductions to projected spending levels. In particular, U.S. government expenditures are subject to the potential for automatic reductions, generally referred to as "sequestration." Sequestration occurred during 2013, and may occur again in the future, resulting in significant additional reductions to spending by the U.S. government on both existing and new contracts as well as disruption of ongoing programs. Even if sequestration does not occur again in the future, we expect that budgetary constraints and ongoing concerns regarding the U.S. national debt will continue to place downward pressure on U.S. government spending levels. Due to these and other factors, overall U.S. government spending could decline, which could result in significant reductions to the revenues, cash flow and profits of our portfolio companies that provide services to the U.S. government.

Defaults by our portfolio companies may harm our operating results.

        A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities that we hold.

        We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower's business or exercise control over a borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken if we render significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent to which we provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to claims of other creditors.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

        We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, subject to maintenance of our RIC status, we will generally reinvest these proceeds in temporary investments, pending our future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

We may not realize gains from our equity investments.

        When we invest in portfolio companies, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will attempt to dispose of them and realize gains upon its disposition of them. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.

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Our performance may differ from our historical performance as our current investment strategy includes significantly more primary originations in addition to secondary market purchases.

        Historically, NMF Holdings' investment strategy consisted primarily of secondary market purchases in debt securities. We adjusted that investment strategy to also include significantly more primary originations. While loans the that we originate and loans we purchase in the secondary market face many of the same risks associated with the financing of leveraged companies, we may be exposed to different risks depending on specific business considerations for secondary market purchases or origination of loans. Primary originations require substantially more time and resources for sourcing, diligencing and monitoring investments, which may consume a significant portion of our resources. Further, the valuation process for primary originations may be more cumbersome and uncertain due to the lack of comparable market quotes for the investment and would likely require more frequent review by a third-party valuation firm. This may result in greater costs for us and fluctuations in the quarterly valuations of investments that are primary originations. As a result, this strategy may result in different returns from these investments than the types of returns NMF Holdings has historically experienced from secondary market purchases of debt securities.

We may be subject to additional risks if we invest in foreign securities and/or engage in hedging transactions.

        The 1940 Act generally requires that 70.0% of our investments be in issuers each of whom is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. Our investment strategy does not presently contemplate significant investments in securities of non-U.S. companies. However, we may desire to make such investments in the future, to the extent that such transactions and investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle market companies and accordingly would be complementary to our overall strategy and enhance the diversity of our holdings. Investing in foreign companies could expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Investments denominated in foreign currencies would be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective.

        Engaging in hedging transactions would also, indirectly, entail additional risks to our stockholders. Although it is not currently anticipated that we would engage in hedging transactions as a principal investment strategy, if we determined to engage in hedging transactions, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions.

        These hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a

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hedging transaction at an acceptable price. If we choose to engage in hedging transactions, there can be no assurances that we will achieve the intended benefits of such transactions and, depending on the degree of exposure such transactions could create, such transactions may expose us to risk of loss.

        While we may enter into these types of transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities would likely fluctuate as a result of factors not related to currency fluctuations.

Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.

        Concerns have been publicized that some of the member banks surveyed by the British Bankers' Association ("BBA") in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.

        Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. Uncertainty as to the nature of such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our portfolio of LIBOR-indexed, floating-rate debt securities.

RISKS RELATING TO OUR SECURITIES

The market price of our common stock may fluctuate significantly.

        The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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        In addition, we are required to continue to meet certain listing standards in order for our common stock to remain listed on the New York Stock Exchange ("NYSE"). On January 2, 2013, we received a letter of public reprimand from the NYSE indicating that we had failed to comply with Section 204.12 of the NYSE Listed Company Manual requiring ten days prior notice of a record date, in connection with the announcement of a special dividend distribution. If we were to be delisted by the NYSE, the liquidity of our common stock would be materially impaired.

Investing in our common stock may involve an above average degree of risk.

        The investments we may make may result in a higher amount of risk, volatility or loss of principal than alternative investment options. These investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for investors with lower risk tolerance.

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

        Sales of substantial amounts of our common stock could materially adversely affect the prevailing market prices for our common stock. If substantial amounts of our common stock were sold, this could impair our ability to raise additional capital through the sale of securities should we desire to do so.

Certain provisions of our certificate of incorporation and bylaws, as well as aspects of the Delaware General Corporation Law could deter takeover attempts and have an adverse impact on the price of our common stock.

        Our certificate of incorporation and bylaws as well as the Delaware General Corporation Law contain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. Among other things, our certificate of incorporation and bylaws:

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        These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price for its common stock. The Credit Facilities also include covenants that, among other things, restrict its ability to dispose of assets, incur additional indebtedness, make restricted payments, create liens on assets, make investments, make acquisitions and engage in mergers or consolidations. The Credit Facilities also include change of control provisions that accelerate the indebtedness under these facilities in the event of certain change of control events.

Shares of our common stock have traded at a discount from net asset value and may do so in the future.

        Shares of closed-end investment companies have frequently traded at a market price that is less than the net asset value that is attributable to those shares. In part as a result of adverse economic conditions and increasing pressure within the financial sector of which we are a part, our common stock has at times traded below its net asset value per share since our IPO on May 19, 2011. Our shares could once again trade at a discount to net asset value. The possibility that our shares of common stock may trade at a discount from net asset value over the long term is separate and distinct from the risk that our net asset value will decrease. We cannot predict whether shares of our common stock will trade above, at or below its net asset value. If our common stock trades below its net asset value, we will generally not be able to issue additional shares of our common stock at its market price without first obtaining the approval for such issuance from our stockholders and our independent directors. If additional funds are not available to us, we could be forced to curtail or cease our new lending and investment activities, and our net asset value could decrease and our level of distributions could be impacted.

You may not receive dividends or our dividends may decline or may not grow over time.

        We cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash distributions or year-to-year increases in cash distributions. In particular, our future dividends are dependent upon the investment income we receive on our portfolio investments. To the extent such investment income declines, our ability to pay future dividends may be harmed.

We will have broad discretion over the use of proceeds of any offering made pursuant to this prospectus, to the extent it is successful.

        We will have significant flexibility in applying the proceeds of any offering made pursuant to this prospectus. We will also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from net proceeds. Our ability to achieve our investment objective may be limited to the extent that the net proceeds of the offering, pending full investment, are used to pay operating expenses. In addition, we can provide you no assurance that the current offering will be successful, or that by increasing the size of our available equity capital, our aggregate expenses, and correspondingly, our expense ratio, will be lowered.

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Your interest in NMFC may be diluted if you do not fully exercise your subscription rights in any rights offering.

        In the event we issue subscription rights to purchase shares of our common stock, stockholders who do not fully exercise their rights should expect that they will, at the completion of the offer, own a smaller proportional interest in NMFC than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of the offer.

        In addition, if the subscription price is less than our net asset value per share, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offer. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of the rights offering or what proportion of the shares will be purchased as a result of the offer. Such dilution could be substantial.

If we issue preferred stock, the net asset value and market value of our common stock will likely become more volatile.

        We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock would likely cause the net asset value and market value of the common stock to become more volatile. If the dividend rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the common stock would be reduced. If the dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of common stock than if we had not issued preferred stock. Any decline in the net asset value of our investments would be borne entirely by the holders of common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater decline in the market price for the common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings, if any, on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In addition, we would pay (and the holders of common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.

Holders of any preferred stock we might issue would have the right to elect members of our board of directors and class voting rights on certain matters.

        Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our board of directors at all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly can veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, if any, or the terms of our credit facilities, if any, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as "anticipates", "expects", "intends", "plans", "will", "may", "continue", "believes", "seeks", "estimates", "would", "could", "should", "targets", "projects" or variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this prospectus involve risks and uncertainties, including statements as to:

        These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

        Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" and elsewhere in this prospectus. You should not place undue reliance on

59


these forward-looking statements, which apply only as of the date of this prospectus. However, we will update this prospectus to reflect any material changes to the information contained herein. The forward-looking statements and projections contained in this prospectus are excluded from the safe harbor protection provided by Section 27A of the Securities Act.

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USE OF PROCEEDS

        We intend to use the net proceeds from the sale of our securities pursuant to this prospectus for new investments in portfolio companies in accordance with our investment objective and strategies described in this prospectus, to temporarily repay indebtedness (which will be subject to reborrowing), to pay our operating expenses, to pay distributions to our stockholders and for general corporate purposes, and other working capital needs. We are continuously identifying, reviewing and, to the extent consistent with its investment objective, funding new investments. As a result, we typically raise capital as we deem appropriate to fund such new investments. The supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering.

        We estimate that it will take less than six months for us to substantially invest the net proceeds of any offering made pursuant to this prospectus, depending on the availability of attractive opportunities, market conditions and the amount raised. However, we can offer no assurance that we will be able to achieve this goal.

        Proceeds not immediately used for new investments or the temporary repayment of debt will be invested primarily in cash, cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less from the date of investment. These securities may have lower yields than the types of investments we would typically make in accordance with our investment objective and, accordingly, may result in lower distributions, if any, during such period.

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

        Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "NMFC". The following table sets forth the net asset value ("NAV") per share of NMFC's common stock, the high and low closing sale price for our common stock, the closing sale price as a percentage of NAV and the quarterly dividend distributions per share for each fiscal quarter since our IPO on May 19, 2011.

 
   
  Closing Sales
Price(4)
   
   
   
 
 
   
  Premium or
Discount of
High Sales to
NAV(5)
  Premium or
Discount of
Low Sales to
NAV(5)
   
 
 
  NAV
Per Share(3)
  Declared
Dividends
Per Share(6)
 
Fiscal Year Ended
  High   Low  

December 31, 2014

                                     

Second Quarter(1)

      * $ 14.61   $ 13.91       *     * $ 0.34  

First Quarter

  $ 14.53   $ 15.19   $ 14.46     4.54 %   (0.48 )% $ 0.34  

December 31, 2013

                                     

Fourth Quarter

  $ 14.38   $ 15.19   $ 14.05     5.63 %   (2.29 )% $ 0.34  

Third Quarter

  $ 14.32   $ 14.90   $ 14.21     4.05 %   (0.77 )% $ 0.46 (8)

Second Quarter

  $ 14.32   $ 15.60   $ 13.82     8.94 %   (3.49 )% $ 0.34  

First Quarter

  $ 14.31   $ 15.45   $ 14.30     7.97 %   (0.07 )% $ 0.34  

December 31, 2012

                                     

Fourth Quarter

  $ 14.06   $ 15.18   $ 13.75     7.97 %   (2.20 )% $ 0.48 (9)

Third Quarter

  $ 14.10   $ 15.50   $ 14.18     9.93 %   0.57 % $ 0.34  

Second Quarter

  $ 13.83   $ 14.29   $ 13.28     3.33 %   (3.98 )% $ 0.57 (10)

First Quarter

  $ 14.05   $ 13.75   $ 13.14     (2.14 )%   (6.48 )% $ 0.32  

December 31, 2011(2)

                                     

Fourth Quarter

  $ 13.60   $ 13.41   $ 12.27     (1.40 )%   (9.78 )% $ 0.30  

Third Quarter

  $ 13.32   $ 13.37   $ 10.77     0.38 %   (19.14 )% $ 0.29  

Second Quarter(7)

  $ 14.25   $ 13.55   $ 12.35     (4.91 )%   (13.33 )% $ 0.27  

(1)
Period from April 1, 2014 through June 23, 2014.

(2)
NMFC was not unitized until the IPO date of May 19, 2011.

(3)
NAV is determined as of the last date in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(4)
Closing sales price is determined as the high or low closing sales price noted within the respective quarter, not adjusted for dividends.

(5)
Calculated as of the respective high or low sales price divided by the quarter end NAV.

(6)
Represents the dividend paid for the specified quarter.

(7)
Period from May 19, 2011 through June 30, 2011 (excludes IPO price of $13.75).

(8)
Includes a special dividend of $0.12 per share paid on August 30, 2013 and a third quarter dividend of $0.34 per share paid on September 30, 2013.

(9)
Includes a fourth quarter dividend of $0.34 per share paid on December 28, 2012 and a special dividend of $0.14 per share paid on January 31, 2013.

(10)
Includes a special dividend of $0.23 per share paid on May 31, 2012 and a second quarter dividend of $0.34 per share paid on June 29, 2012.

*
Not determinable at the time of filing.

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        On June 23, 2014, the last reported sales price of our common stock was $14.37 per share. As of March 31, 2014 we had approximately 12 stockholders of record and approximately two beneficial owners whose shares are held in the names of brokers, dealers, funds, trusts and clearing agencies.

        Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that NMFC's shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. Since NMFC's initial public offering on May 19, 2011, NMFC's shares of common stock have traded at times at a discount to the net assets attributable to those shares. As of June 23, 2014, NMFC's shares of common stock traded at a discount of approximately 1.1% of the NAV attributable to those shares as of March 31, 2014. It is not possible to predict whether the shares offered hereby will trade at, above, or below NAV.

        We intend to pay quarterly distributions to our stockholders and to obtain and maintain our status as a regulated investment company. We intend to distribute approximately our entire Adjusted Net Investment Income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.

        We have adopted an "opt out" dividend reinvestment plan on behalf of our stockholders, whereas our stockholders' cash dividends will be automatically reinvested in additional shares of our common stock, unless the stockholder elects to receive cash. Cash dividends reinvested in additional shares of our common stock will be automatically reinvested by us into additional shares of our common stock.

        We apply the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders' accounts is greater than 110.0% of the last determined NAV of the shares, we will use only newly issued shares to implement its dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock on the NYSE on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE or, if no sale is reported for such day, the average of their electronically reported bid and asked prices.

        If the price at which newly issued shares are to be credited to stockholders' accounts is less than 110.0% of the last determined NAV of the shares, we will either issue new shares or instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of our common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated.

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        The following table reflects the cash distributions, including dividends and returns of capital, if any, per unit/share that have been declared by the NMF Holding's board of directors, and subsequently our board of directors, from our IPO until May 8, 2014, and our board of directors thereafter:

Date Declared
  Record Date   Payment Date   Amount  

May 6, 2014

    June 16, 2014     June 30, 2014   $ 0.34  

March 4, 2014

    March 17, 2014     March 31, 2014     0.34  
                   

              $ 0.68  

November 8, 2013

    December 17, 2013     December 31, 2013   $ 0.34  

August 7, 2013

    September 16, 2013     September 30, 2013     0.34  

August 7, 2013

    August 20, 2013     August 30, 2013     0.12 (1)

May 6, 2013

    June 14, 2013     June 28, 2013     0.34  

March 6, 2013

    March 15, 2013     March 28, 2013     0.34  
                   

              $ 1.48  

December 27, 2012

    December 31, 2012     January 31, 2013   $ 0.14 (2)

November 6, 2012

    December 14, 2012     December 28, 2012     0.34  

August 8, 2012

    September 14, 2012     September 28, 2012     0.34  

May 8, 2012

    June 15, 2012     June 29, 2012     0.34  

May 8, 2012

    May 21, 2012     May 31, 2012     0.23 (3)

March 7, 2012

    March 15, 2012     March 30, 2012     0.32  
                   

              $ 1.71  

November 8, 2011

    December 15, 2011     December 30, 2011   $ 0.30  

August 10, 2011

    September 15, 2011     September 30, 2011     0.29  

August 10, 2011

    August 22, 2011     August 31, 2011     0.27  
                   

              $ 0.86  
                   

Total

              $ 4.73  
                   
                   

(1)
Special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC.

(2)
Special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability.

(3)
Special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor Lux Bond Company.

        Tax characteristics of all dividends paid by NMFC are reported to stockholders on Form 1099 after the end of the calendar year. Our future quarterly dividends, if any, will be determined by our board of directors.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The information contained in this section should be read in conjunction with the Selected Financial and Other Data and our Financial Statements and notes thereto appearing elsewhere in this prospectus. For the periods prior to and as of March 31, 2014, all financial information provided in this prospectus reflects our organizational structure prior to the restructuring on May 8, 2014 described under "Description of Restructuring", where NMF Holdings functioned as the operating company. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this prospectus.


Overview

        NMFC is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. NMFC is also registered as an investment adviser under the Advisers Act.

        NMF Holdings is a Delaware limited liability company. Until May 8, 2014, NMF Holdings was externally managed and was regulated as a BDC under the 1940 Act. As such, NMF Holdings was obligated to comply with certain regulatory requirements. NMF Holdings was treated as a partnership for U.S. federal income tax purposes for so long as it had at least two members. With the completion of the underwritten secondary offering on February 3, 2014, NMF Holdings' existence as a partnership for U.S. federal income tax purposes terminated and NMF Holdings became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes. See "Material Federal Income Tax Considerations." For additional information on our organizational structure prior to May 8, 2014, see "Description of Restructuring."

        Until May 8, 2014, NMF Holdings was externally managed by the Investment Adviser. As of May 8, 2014, the Investment Adviser now serves as the external investment adviser to NMFC. The Administrator provided the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by NMF Holdings. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. The NMF Holdings, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of Guardian AIV by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments.

        On May 19, 2011, NMFC priced its IPO of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement. Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In

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connection with NMFC's IPO and through a series of transactions, NMF Holdings owns all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

        The diagram below depicts NMFC's and NMF Holdings' organizational structure as of March 31, 2014.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

**
New Mountain Finance SPV Funding, L.L.C. ("NMF SLF").

***
Subsequent to the quarter ended March 31, 2014, AIV Holdings was dissolved on April 25, 2014.

        NMF Holdings' 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. In some cases, NMF Holdings' investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular

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growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

        As of March 31, 2014, NMF Holdings' net asset value was $697.1 million and its portfolio had a fair value of approximately $1,180.2 million in 60 portfolio companies, with a weighted average Yield to Maturity at Cost of approximately 10.9%. This Yield to Maturity at Cost calculation assumes that all investments not on non-accrual are purchased at the adjusted cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). This calculation excludes the impact of existing leverage. Yield to Maturity at Cost uses the London Interbank Offered Rate ("LIBOR") curves at each quarter's respective end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in NMF Holdings' portfolio or other factors.


Recent Developments

        On April 15, 2014, NMFC completed a public offering of 3,500,000 shares of its common stock at a public offering price of $14.30 per share, which resulted in net proceeds of $51.0 million, or $14.57 per share. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this offering and an additional supplemental payment to the underwriters of $0.9 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC. In connection with the public offering, the underwriters purchased an additional 525,000 shares of NMFC's common stock with the exercise of the overallotment option to purchase up to an additional 525,000 shares of NMFC's common stock, resulting in additional net proceeds of $7.6 million. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this exercise of the overallotment option and an additional supplemental payment to the underwriters of $0.1 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC in this exercise of the overallotment option.

        On April 15, 2014, upon receiving the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the Exchange Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        On May 6, 2014, NMF Holdings' board of directors, and subsequently NMFC's board of directors, declared a second quarter 2014 distribution of $0.34 per unit/share payable on June 30, 2014 to holders of record as of June 16, 2014.

        On May 6, 2014, at the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of NMF Holdings, the stockholders of NMFC and the sole unit holder of NMF Holdings approved a proposal which authorized the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser.

        On May 6, 2014, the NMF Holdings entered into a thirteenth amendment to the Holdings Credit Facility and NMF SLF entered into a thirteenth amendment to the SLF Credit Facility, both of which permit NMF Holdings to withdraw its election to be regulated as a BDC under the 1940 Act and to amend its Operating Agreement such that the NMF Holdings will remain a wholly-owned subsidiary of

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NMFC with the sole purpose of serving as a special purpose vehicle for the Holdings Credit Facility and SLF Credit Facility.

        On May 8, 2014, upon receipt of the necessary stockholder/unit holder approval to authorize the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC, the notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, NMF Holdings filed a Form 15 with the SEC to terminate NMF Holdings' registration under Section 12(g) of the Exchange Act.

        Effective May 8, 2014, NMF Holdings amended and restated its Operating Agreement such that the board of directors of NMF Holdings was dissolved and NMF Holdings remained a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for NMF Holdings' existing credit facilities. NMFC assumed all other operating activities previously undertaken by NMF Holdings.

        On June 3, 2014, in connection with its previously announced private offering, NMFC issued $115.0 million of 5.00% Convertible Notes due 2019 under an indenture between NMFC and U.S. Bank National Association. This included $15.0 million of notes that were issued pursuant to the full exercise of the option granted to the initial purchasers to purchase additional notes. The Convertible Notes will mature on June 15, 2019, unless previously converted in accordance with their terms. The Convertible Notes will be our general, unsecured obligations and will rank equal in right of payment with all of our existing and future senior, unsecured indebtedness and senior in right of payment to any of our subordinated indebtedness. As a result, the Convertible Notes will be effectively subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of our subsidiaries. The interest rate on the Convertible Notes is 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 2014. As described in the Indenture, holders may convert their Notes at any time on or prior to the close of business on the business day immediately preceding the maturity date at an initial conversion rate of 62.7746 shares of common stock per $1.0 thousand principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $15.93 per share). The conversion rate will be subject to adjustment in certain events.

        On June 4, 2014, NMFC entered into a $50.0 million senior secured revolving credit facility maturing June 4, 2019, provided by Goldman Sachs Bank USA and a related guarantee and security agreement. Amounts drawn from the facility will generally bear interest at either LIBOR plus 2.50% or the prime rate plus 1.50%.


Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

Basis of Accounting

        NMF Holdings consolidates its wholly-owned subsidiary, NMF SLF. NMFC does not consolidate NMF Holdings. NMFC applies investment company master-feeder financial statement presentation, as described in Accounting Standards Codification 946, Financial Services—Investment Companies, ("ASC 946") to its interests in NMF Holdings. NMFC observes that it is also industry practice to follow the presentation prescribed for a master fund-feeder fund structure in ASC 946 in instances in which a

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master fund is owned by more than one feeder fund and that such presentation provides stockholders of NMFC with a clearer depiction of its investment in the master fund.

Valuation and Leveling of Portfolio Investments

        At all times consistent with GAAP and the 1940 Act, NMF Holdings conducts a valuation of assets, which impacts its net asset value, and, consequently, the net asset value of NMFC.

        NMF Holdings values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, NMF Holdings' board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. NMF Holdings' quarterly valuation procedures are set forth in more detail below:

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        For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

        The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of NMF Holdings' investments may fluctuate from period to period and the fluctuations could be material.

        GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:

        The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable (Levels I and II) and unobservable (Level III). Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs (Levels II and III) and unobservable inputs (Level III).

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        The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period. Reclassifications impacting the fair value hierarchy are reported as transfers in/out of the respective leveling categories as of the beginning of the quarter in which the reclassifications occur.

        The following table summarizes the levels in the fair value hierarchy that NMF Holdings' portfolio investments fall into as of March 31, 2014:

(in thousands)
  Total   Level I   Level II   Level III  

First lien

  $ 579,810   $   $ 520,837   $ 58,973  

Second lien

    518,443         445,195     73,248  

Subordinated

    14,530         9,359     5,171  

Equity and other

    67,423     1,867         65,556  
                   

Total investments

  $ 1,180,206   $ 1,867   $ 975,391   $ 202,948  
                   
                   

        NMFC is a holding company with no direct operations of its own, and its sole asset is its ownership in NMF Holdings. NMFC's investment in NMF Holdings is carried at fair value and represent the pro-rata interest in the net assets of NMF Holdings as of the applicable reporting date. NMFC values its ownership interest on a quarterly basis, or more frequently if required under the 1940 Act.

        NMF Holdings generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs.

        Company Performance, Financial Review, and Analysis:    Prior to investment, as part of its due diligence process, NMF Holdings evaluates the overall performance and financial stability of the portfolio company. Post investment, NMF Holdings analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. NMF Holdings also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. NMF Holdings leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, NMF Holdings will consider the pricing indicated by the external event to corroborate the private valuation.

        Market Based Approach:    NMF Holdings may estimate the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA) multiples of publicly traded comparable companies. NMF Holdings considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. NMF Holdings generally applies an average of various relevant comparable company EBITDA multiples to the portfolio company's latest twelve month ("LTM") EBITDA or projected EBITDA to calculate portfolio company enterprise value. In applying the market based approach as of March 31, 2014, NMF Holdings used the relevant EBITDA ranges set forth in the table below to determine the enterprise value of investments in nine of its portfolio companies.

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NMF Holdings believes this was a reasonable range in light of current comparable company trading levels and the specific companies involved.

        Income Based Approach:    NMF Holdings also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a yield calibration approach, which incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. In applying the income based approach as of March 31, 2014, NMF Holdings used the discount ranges set forth in the table below to value investments in ten of its portfolio companies.

 
   
   
   
  Range  
(in thousands)
Type
  Fair Value   Approach   Unobservable Input   Low   High   Weighted
Average
 

First lien

  $ 58,973   Market approach   EBITDA multiple     5.0x     10.0x     7.6x  

        Income approach   Discount rate     7.7 %   13.8 %   10.2 %

Second lien

    73,248   Market approach   EBITDA multiple     6.0x     10.0x     7.3x  

        Income approach   Discount rate     10.0 %   14.2 %   12.0 %

Subordinated

    5,171   Market approach   EBITDA multiple     7.0x     9.0x     8.0x  

        Income approach   Discount rate     8.4 %   10.4 %   9.4 %

Equity and other

    65,556   Market approach   EBITDA multiple     1.7x     7.8x     6.4x  

        Income approach   Discount rate     8.0 %   18.0 %   13.9 %
                                 

  $ 202,948   Black Scholes analysis   Expected life in years     2.0     4.0     2.4  
                                 
                                 

            Volatility     22.6 %   36.9 %   29.1 %

            Discount rate     0.3 %   2.8 %   0.7 %

Revenue Recognition

        NMF Holdings' revenue recognition policies are as follows:

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Monitoring of Portfolio Investments

        NMF Holdings monitors the performance and financial trends of its portfolio companies on at least a quarterly basis. NMF Holdings attempts to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of its original investment strategy.

        NMF Holdings uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. NMF Holdings uses a four-level numeric rating scale as follows:

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        As of March 31, 2014, all investments in NMF Holdings' portfolio had an Investment Rating of 1 or 2 with the exception of two portfolio company names; one with an Investment Rating of 3 and the other with an Investment Rating of 4. As of March 31, 2014, NMF Holdings' two super priority first lien positions in ATI Acquisition Company and related equity positions in Ancora Acquisition LLC had an Investment Rating of 4 due to the underlying business encountering significant regulatory constraints which have led to the portfolio company's underperformance. As of March 31, 2014, NMF Holdings' two super priority first lien positions in ATI Acquisition Company remained on non- accrual status due to the inability of the portfolio company to service its interest payments for the quarter then ended and uncertainty about its ability to pay such amounts in the future. During the third quarter of 2013, NMF Holdings received preferred shares and warrants in Ancora Acquisition LLC, in relation to the two super priority first lien positions in ATI Acquisition Company. As of March 31, 2014, NMF Holdings' investment in ATI Acquisition Company and Ancora Acquisition LLC had an aggregate cost basis of $1.6 million, an aggregate fair value of $0.4 million and total unearned interest income of $0.1 million for the three months then ended. Unrealized gains (losses) include a fee that NMF Holdings would receive upon maturity of the two super priority first lien debt investments.


Portfolio and Investment Activity

        The fair value of NMF Holdings' investments was approximately $1,180.2 million in 60 portfolio companies at March 31, 2014 and approximately $1,115.7 million in 59 portfolio companies at December 31, 2013.

        The following table shows NMF Holdings' portfolio and investment activity for the three months ended March 31, 2014 and March 31, 2013:

 
  Three months ended  
(in millions)
  March 31,
2014
  March 31,
2013
 

New investments in 15 and 10 portfolio companies, respectively

  $ 158.7   $ 112.0  

Debt repayments in existing portfolio companies

    40.6     61.6  

Sales of securities in 5 and 8 portfolio companies, respectively

    61.8     23.5  

Change in unrealized appreciation on 35 and 46 portfolio companies, respectively

    11.5     14.0  

Change in unrealized depreciation on 27 and 17 portfolio companies, respectively

    (6.7 )   (2.1 )

        At March 31, 2014 and March 31, 2013, NMF Holdings' weighted average Yield to Maturity at Cost was approximately 10.9% and 10.4%, respectively.


Recent Accounting Standards Updates

        In June 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-08, Financial Services—Investment Companies (Topic 946)—Amendments to the Scope, Measurement and Disclosure Requirements ("ASU 2013-08"), which contains new guidance on assessing whether an entity is an investment company, requiring non-controlling ownership interests in investment companies to be measured at fair value and requiring certain additional disclosures. ASU 2013-08 is effective for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-08 is not expected to have a material impact on NMFC's and NMF Holdings' financial statements.

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Results of Operations

        Since NMFC is a holding company with no direct operations of its own, and its only business and sole asset is its ownership of units of NMF Holdings, NMFC's results of operations are based on NMF Holdings' results of operations.

        Under GAAP, NMFC's IPO did not step-up the cost basis of NMF Holdings' existing investments to fair market value at the IPO date. Since the total value of NMF Holdings' investments at the time of the IPO was greater than the investments' cost basis, a larger amount of amortization of purchase or original issue discount, and different amounts in realized gain and unrealized appreciation, may be recognized under GAAP in each period than if the step-up had occurred. This will remain until such predecessor investments are sold, repaid or mature in the future. NMF Holdings tracks the transferred (or fair market) value of each of its investment as of the time of the IPO and, for purposes of the incentive fee calculation, adjusts income as if each investment was purchased at the date of the IPO (or stepped up to fair market value). The respective "Adjusted Net Investment Income" (defined as net investment income adjusted to reflect income as if the cost basis of investments held at the IPO date had stepped-up to fair market value as of the IPO date) is used in calculating both the incentive fee and dividend payments. NMF Holdings also uses the transferred (or fair market) value of each of its investments as of the time of the IPO to adjust capital gains ("Adjusted Realized Capital Gains") or losses ("Adjusted Realized Capital Losses") and unrealized capital appreciation ("Adjusted Unrealized Capital Appreciation") and unrealized capital depreciation ("Adjusted Unrealized Capital Depreciation").

        The following table for NMF Holdings for the three months ended March 31, 2014 is adjusted to reflect the step-up to fair market value and the allocation of the incentive fees related to hypothetical capital gains out of the adjusted post-incentive fee net investment income.

(in thousands)
  Three months
ended
March 31,
2014
  Stepped-up
Cost Basis
Adjustments
  Incentive Fee
Adjustments(1)
  Adjusted
three months
ended
March 31, 2014
 

Investment income

                         

Interest income

  $ 28,139   $ (42 ) $   $ 28,097  

Dividend income

    2,095             2,095  

Other income

    684             684  
                   

Total investment income

    30,918     (42 )       30,876  
                   

Total expenses pre-incentive fee(2)

    8,663             8,663  
                   

Pre-Incentive Fee Net Investment Income

    22,255     (42 )       22,213  
                   

Incentive fee

    5,970         (1,527 )   4,443  
                   

Post-Incentive Fee Net Investment Income

    16,285     (42 )   1,527     17,770  
                   

Net realized gains (losses) on investments

    2,780     (138 )       2,642  

Net change in unrealized appreciation of investments

    4,814     180         4,994  

Capital gains incentive fees

            (1,527 )   (1,527 )
                       

Net increase in members' capital resulting from operations

  $ 23,879               $ 23,879  
                       
                       

(1)
For the three months ended March 31, 2014, NMF Holdings incurred total incentive fees of $6.0 million, of which $1.5 million related to capital gains incentive fees on a hypothetical liquidation basis.

(2)
Includes expense waivers and reimbursements of $0.8 million.

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        For the three months ended March 31, 2014, NMF Holdings had a less than $0.1 million adjustment to interest income for amortization, a decrease of $0.1 million to net realized gains and an increase of $0.2 million to net change in unrealized appreciation to adjust for the stepped-up cost basis of the transferred investments as discussed above. For the three months ended March 31, 2014, total adjusted investment income of $30.9 million consisted of approximately $26.3 million in cash interest from investments, approximately $0.8 million in PIK interest from investments, approximately $0.3 million in prepayment fees, net amortization of purchase premiums and discounts and origination fees of approximately $0.7 million, approximately $2.1 million in dividend income and approximately $0.7 million in other income. NMF Holdings' Adjusted Net Investment Income was $17.8 million for the three months ended March 31, 2014.

        In accordance with GAAP, for the three months ended March 31, 2014, NMF Holdings accrued $1.5 million of hypothetical capital gains incentive fee based upon the cumulative net Adjusted Realized Capital Gains and Adjusted Realized Capital Losses and the cumulative net Adjusted Unrealized Capital Appreciation and Adjusted Unrealized Capital Depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual Adjusted Realized Capital Gains computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value. Approximately $0.8 million of capital gains incentive fees would be owed under the Investment Management Agreement if NMF Holdings had ceased operations as of March 31, 2014, as cumulative net Adjusted Realized Gains exceeded cumulative Adjusted Unrealized Depreciation.

        The following table for NMF Holdings for the year ended December 31, 2013 is adjusted to reflect the step-up to fair market value and the allocation of the incentive fees related to hypothetical capital gains out of the adjusted post-incentive fee net investment income.

(in thousands)
  Year ended
December 31,
2013
  Stepped-up
Cost Basis
Adjustments
  Incentive Fee
Adjustments(1)
  Adjusted
year ended
December 31,
2013
 

Investment income

                         

Interest income

  $ 107,027   $ (896 ) $   $ 106,131  

Dividend income

    5,049             5,049  

Other income

    2,836             2,836  
                   

Total investment income

    114,912     (896 )       114,016  
                   

Total expenses pre-incentive fee(2)          

    31,504             31,504  
                   

Pre-Incentive Fee Net Investment Income

    83,408     (896 )       82,512  
                   

Incentive fee

    19,731         (3,229 )   16,502  
                   

Post-Incentive Fee Net Investment Income

    63,677     (896 )   3,229     66,010  
                   

Net realized gains (losses) on investments

    7,253     (3,158 )       4,095  

Net change in unrealized appreciation of investments

    7,994     4,054         12,048  

Capital gains incentive fees

            (3,229 )   (3,229 )
                       

Net increase in members' capital resulting from operations          

  $ 78,924               $ 78,924  
                       
                       

(1)
For the year ended December 31, 2013, NMF Holdings incurred total incentive fees of $19.7 million, of which $3.2 million related to capital gains incentive fees on a hypothetical liquidation basis.

(2)
Includes expense waivers and reimbursements of $3.2 million.

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        For the year ended December 31, 2013, NMF Holdings had a $0.9 million adjustment to interest income for amortization, a decrease of $3.2 million to net realized gains and an increase of $4.1 million to net change in unrealized appreciation to adjust for the stepped-up cost basis of the transferred investments as discussed above. For the year ended December 31, 2013, total adjusted investment income of $114.0 million consisted of approximately $94.5 million in cash interest from investments, approximately $3.4 million in PIK interest from investments, approximately $5.8 million in prepayment fees, net amortization of purchase premiums and discounts and origination fees of approximately $2.5 million, approximately $5.0 million in dividend income and approximately $2.8 million in other income. NMF Holdings' Adjusted Net Investment Income was $66.0 million for the year ended December 31, 2013.

        In accordance with GAAP, for the year ended December 31, 2013, NMF Holdings accrued $3.2 million of hypothetical capital gains incentive fee based upon the cumulative net Adjusted Realized Capital Gains and Adjusted Realized Capital Losses and the cumulative net Adjusted Unrealized Capital Appreciation and Adjusted Unrealized Capital Depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual Adjusted Realized Capital Gains computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value. As of December 31, 2013, approximately $1.1 million of capital gains incentive fees was owed under the Investment Management Agreement, as cumulative net Adjusted Realized Gains exceeded cumulative Adjusted Unrealized Depreciation. As of December 31, 2013, no payments have been made relating to the capital gains incentive fee.

        The following table for NMF Holdings for the year ended December 31, 2012 is adjusted to reflect the step-up to fair market value and the allocation of the incentive fees related to hypothetical capital gains out of the adjusted post-incentive fee net investment income.

(in thousands)
  Year ended
December 31,
2012
  Stepped-up
Cost Basis
Adjustments
  Incentive Fee
Adjustments(1)
  Adjusted
year ended
December 31,
2012
 

Investment income

                         

Interest income

  $ 83,646   $ (3,476 ) $   $ 80,170  

Dividend income

    812             812  

Other income

    1,328             1,328  
                   

Total investment income

    85,786     (3,476 )       82,310  
                   

Total expenses pre-incentive fee(2)          

    24,625             24,625  
                   

Pre-Incentive Fee Net Investment Income

    61,161     (3,476 )       57,685  
                   

Incentive fee

    15,944         (4,407 )   11,537  
                   

Post-Incentive Fee Net Investment Income

    45,217     (3,476 )   4,407     46,148  
                   

Net realized gains (losses) on investments

    18,851     (6,958 )       11,893  

Net change in unrealized appreciation of investments

    9,928     10,434         20,362  

Capital gains incentive fees

            (4,407 )   (4,407 )
                       

Net increase in members' capital resulting from operations          

  $ 73,996               $ 73,996  
                       
                       

(1)
For the year ended December 31, 2012, NMF Holdings incurred total incentive fees of $15.9 million, of which $4.4 million related to capital gains incentive fees on a hypothetical liquidation basis.

(2)
Includes expense waivers and reimbursements of $2.5 million.

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        For the year ended December 31, 2012, NMF Holdings had a $3.5 million adjustment to interest income for amortization, a decrease of $6.9 million to net realized gains and an increase of $10.4 million to net change in unrealized appreciation to adjust for the stepped-up cost basis of the transferred investments as discussed above. For the year ended December 31, 2012, total adjusted interest income of $80.2 million consisted of approximately $71.9 million in cash interest from investments, approximately $2.2 million in PIK interest from investments, approximately $3.6 million in prepayment fees and net amortization of purchase premiums and discounts and origination fees of approximately $2.5 million. NMF Holdings' Adjusted Net Investment Income was $46.1 million for the year ended December 31, 2012.

        The following table for NMF Holdings for the period May 19, 2011 (effective date of the Investment Management Agreement) to December 31, 2011 is adjusted to reflect the step-up to fair market value.

(in thousands)
  Period from
May 19, 2011 to
December 31,
2011
  Stepped-up
Cost Basis
Adjustments
  Adjusted
period from
May 19, 2011 to
December 31,
2011
 

Investment income

                   

Interest income

  $ 38,836   $ (2,019 ) $ 36,817  

Other income

    670         670  
               

Total investment income

    39,506     (2,019 )   37,487  
               

Total expenses pre-incentive fee(1)

    11,863         11,863  
               

Pre-Incentive Fee Net Investment Income

    27,643     (2,019 )   25,624  
               

Incentive fee(2)

    3,522         3,522  
               

Post-Incentive Fee Net Investment Income

    24,121     (2,019 )   22,102  
               

Net realized gains (losses) on investments

    3,298     (2,422 )   876  

Net change in unrealized (depreciation) appreciation of investments

    (15,538 )   4,441     (11,097 )
                 

Net increase in members' capital resulting from operations

  $ 11,881         $ 11,881  
                 
                 

(1)
Includes expense waivers and reimbursements of $2.2 million.

(2)
For the year ended December 31, 2011, NMF Holdings had no incentive fees related to capital gains incentive fees on a hypothetical liquidation basis.

        For the period May 19, 2011 (effective date of the Investment Management Agreement) to December 31, 2011, NMF Holdings had a $2.0 million adjustment to interest income for amortization, a decrease of $2.4 million to realized gains and an increase of $4.4 million to unrealized depreciation to adjust for the stepped-up cost basis of the transferred investments as discussed above. NMF Holdings' Adjusted Net Investment Income was $22.1 million for the period May 19, 2011 (effective date of the Investment Management Agreement) to December 31, 2011.

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Results of Operations for NMF Holdings for the Three Months Ended March 31, 2014 and March 31, 2013

Revenue

 
  Three months ended    
 
(in thousands)
  March 31,
2014
  March 31,
2013
  Percent
Change
 

Interest income

  $ 28,139   $ 25,043     12 %

Dividend income

    2,095         NM *

Other income

    684     275     149 %
                 

Total investment income

  $ 30,918   $ 25,318        
                 
                 

*
Not meaningful.

        NMF Holdings' total investment income increased by $5.6 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The 22% increase in investment income results from the increase in interest and other income from the three months ended March 31, 2013 to the three months ended March 31, 2014, which was primarily attributable to larger invested balances, driven by the proceeds from the 2013 primary offerings of NMFC's common stock, NMF Holdings' use of leverage from its revolving credit facilities to originate new investments and prepayment fees received associated with the early repayments or partial repayments of two different portfolio companies held by NMF Holdings as of December 31, 2013. Additionally, NMF Holdings' other income increased due to structuring fees received associated with two different portfolio companies and amendment and forbearance fees received associated with three different portfolio companies held by NMF Holdings as of December 31, 2013. The increase in dividend income for the three months ended March 31, 2014 was attributable to distributions received from two portfolio companies, which were recorded as dividend income.

Operating Expenses

 
  Three months ended    
 
(in thousands)
  March 31,
2014
  March 31,
2013
  Percent
Change
 

Management fee

  $ 4,177   $ 3,568     17 %

Incentive fee

    4,442     3,458     28 %

Capital gains incentive fee(1)

    1,527     2,682     (43 )%

Interest and other credit facility expenses

    3,413     3,071     11 %

Professional fees

    862     572     51 %

Administrative expenses

    596     759     (21 )%

Other general and administrative expenses

    390     410     (5 )%
                 

Total expenses

    15,407     14,520        
                 

Less: expenses waived and reimbursed

    (774 )   (829 )   (7 )%
                 

Net expenses

  $ 14,633   $ 13,691        
                 
                 

(1)
Capital gains incentive fee accrual assumes a hypothetical liquidation basis.

        NMF Holdings' total net operating expenses increased by $0.9 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. NMF Holdings' management fee increased by $0.6 million and incentive fee increased by $1.0 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The increase in management

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and incentive fees from the three months ended March 31, 2013 to the three months ended March 31, 2014 was attributable to larger invested balances, driven by the proceeds from the 2013 primary offerings of NMFC's common stock, NMF Holdings' use of leverage from its revolving credit facilities to originate new investments and the receipt of a dividend distribution from one of NMF Holdings' warrant investments. NMF Holdings' capital gains incentive fees decreased $1.2 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, which was attributable to lower net Adjusted Realized Capital Gains (Losses) and Adjusted Unrealized Capital Appreciation (Depreciation) of investments during the period. Approximately $0.8 million of capital gains incentive fees would be owed under the Investment Management Agreement if NMF Holdings had ceased operations as of March 31, 2014, as cumulative net Adjusted Realized Gains exceeded cumulative Adjusted Unrealized Depreciation.

        Interest and other credit facility expenses increased by $0.3 million during the three months ended March 31, 2014, primarily due to the increase of average debt outstanding from $198.9 million to $232.8 million for the Holdings Credit Facility and from $214.3 million to $215.0 million for the SLF Credit Facility for the three months ended March 31, 2013 compared to March 31, 2014. During the three months ended March 31, 2014, NMF Holdings incurred $10.9 thousand in other expenses that were not subject to the expense cap pursuant to the administration agreement, as amended and restated (the "Administration Agreement"), with the Administrator, and further restricted by NMF Holdings.

Net Realized Gains and Net Change in Unrealized Appreciation (Depreciation)

 
  Three months ended    
 
(in thousands)
  March 31,
2014
  March 31,
2013
  Percent
Change
 

Net realized gains on investments

  $ 2,780   $ 1,044     166 %

Net change in unrealized appreciation (depreciation) of investments

    4,814     11,890     (60 )%
                 

Total net realized gains and net change in unrealized appreciation (depreciation) of investments

  $ 7,594   $ 12,934        
                 
                 

        NMF Holdings' net realized and unrealized gains resulted in a net gain of $7.6 million for the three months ended March 31, 2014 compared to a net gain of $12.9 million for the same period in 2013. We look at net realized and unrealized gains or losses together as movement in unrealized appreciation or depreciation can be the result of realizations. The net gain for the three months ended March 31, 2014 and March 31, 2013 was primarily driven by the overall increase in the market prices of NMF Holdings' investments during the period and driven by sales or repayments of investments with fair values in excess of December 31, 2013 and December 31, 2012 valuations, resulting in net realized gains being greater than the reversal of the cumulative net unrealized gains for those investments.

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Results of Operations for NMF Holdings for the Years Ended December 31, 2013, December 31, 2012 and December 31, 2011

Revenue

 
  Years ended December 31,  
(in thousands)
  2013   2012   2011  

Interest income

  $ 107,027   $ 83,646   $ 55,809  

Dividend income

    5,049     812      

Other income

    2,836     1,328     714  
               

Total investment income

  $ 114,912   $ 85,786   $ 56,523  
               
               

        NMF Holdings' total investment income increased by $29.1 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The 34.0% increase in investment income results from the increase in interest and other income for the year ended December 31, 2013, which was primarily attributable to larger invested balances, driven by the proceeds from the 2012 and 2013 primary offerings of NMFC's common stock, NMF Holdings' use of leverage for its revolving credit facilities to originate new investments and prepayment fees received associated with the early repayments or partial repayments of 20 different portfolio companies held by NMF Holdings as of December 31, 2012. Additionally, NMF Holdings' other income increased due to commitment fees received from three bridge facilities and consent, amendment and forbearance fees received associated with 10 different portfolio companies held by NMF Holdings as of December 31, 2012. The increase in dividend income for the year ended December 31, 2013 was attributable to distributions received from two portfolio companies, which was recorded as dividend income.

        NMF Holdings' total investment income increased by $29.3 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The 51.8% increase in investment income from the year ended 2011 to the year ended 2012 was primarily attributable to larger invested balances, mainly driven by the proceeds from the July 2012 and December 2012 equity offerings, and NMF Holdings' use of leverage from its revolving credit facilities to originate new investments. In the year ended December 31, 2012, NMF Holdings' other income increased due to commitment fees received from three bridge facilities and fees received associated with amendments of 14 different portfolio companies. Additionally, during the year ended December 31, 2012, NMF Holdings received distributions from two portfolio companies, which was recorded as dividend income.

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Operating Expenses

 
  Years ended December 31,  
(in thousands)
  2013   2012   2011  

Management fee

  $ 14,905   $ 11,109   $ 4,938  

Incentive fee

    16,502     11,537     3,522  

Capital gains incentive fee(1)

    3,229     4,407      

Interest and other credit facility expenses

    12,470     10,085     7,086  

Administrative fees

    3,429     2,426     1,615  

Professional fees

    2,349     2,091     2,037  

Other expenses

    1,584     1,374     986  
               

Total expenses

    54,468     43,029     20,184  
               

Less: expenses waived and reimbursed

    (3,233 )   (2,460 )   (2,186 )
               

Net expenses

  $ 51,235   $ 40,569   $ 17,998  
               
               

(1)
Capital gains incentive fee accrual assumes a hypothetical liquidation basis.

        NMF Holdings' total net operating expenses increased by $10.7 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. NMF Holdings' management fees increased by $3.8 million and incentive fees increased by $5.0 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase in management and incentive fees from the year ended December 31, 2012 to the year ended December 31, 2013 was attributable to larger invested balances, driven by the proceeds from the 2012 and 2013 primary offerings of NMFC's common stock, NMF Holdings' use of leverage from its revolving credit facilities to originate new investments and the receipt of a dividend distribution from one of NMF Holdings' warrant investments. NMF Holdings' capital gains incentive fees decreased $1.2 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012, which was attributable to lower net Adjusted Realized Capital Gains (Losses) and Adjusted Unrealized Capital Appreciation (Depreciation) of investments during the period. As of December 31, 2013, approximately $1.1 million of capital gains incentive fees was owed under the Investment Management Agreement, as cumulative net Adjusted Realized Gains exceeded cumulative Adjusted Unrealized Depreciation. As of December 31, 2013, no payments have been made relating to the capital gains incentive fee.

        Interest and other credit facility expenses increased by $2.4 million during the year ended December 31, 2013, primarily due to the increase of average debt outstanding from $133.6 million to $184.1 million for the Holdings Credit Facility and from $181.4 million to $214.3 million for the SLF Credit Facility for the year ended December 31, 2012 compared to December 31, 2013. For the year ended December 31, 2013, NMF Holdings incurred $0.1 million in other expenses that were not subject to the expense cap pursuant to an administration agreement, as amended and restated (the "Administration Agreement"), with the Administrator, and further restricted by NMF Holdings.

        NMF Holdings' total net operating expenses increased by $22.6 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011. NMF Holdings' management fees increased by $6.2 million and incentive fees increased by $8.0 million, respectively, for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The increase in management and incentive fees from the year ended December 31, 2011 to the year ended December 31, 2012 was attributable to larger invested balances, driven by the proceeds from the July 2012 and December 2012 primary offerings of NMFC's common stock and NMF Holdings' use of leverage from its revolving credit facilities to originate new investments. As a result of the net increase in Adjusted Realized Capital Gains (Losses) and Adjusted Unrealized Capital Appreciation (Depreciation), a capital gains incentive fees accrual of $4.4 million was booked for the year ended

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December 31, 2012. No capital gains incentive fees were booked for the year ended December 31, 2011. As a result of the IPO on May 19, 2011, NMF Holdings pays management fees and incentive fees under its Investment Management Agreement, which provides a different basis for the calculation of these fees as compared to amounts previously paid prior to the completion of the IPO. As such, management and incentive fees were calculated in accordance with this agreement for a full year in 2012 as compared to a partial year in 2011. Prior to the IPO, an affiliate of the Predecessor Entities paid a majority of the management and incentive fees.

        Interest and other credit facility expenses increased by $3.0 million during the year ended December 31, 2012, primarily due to the increase of average debt outstanding from $61.6 million to $133.6 million for the Holdings Credit Facility and from $133.8 million to $181.4 million for the SLF Credit Facility for the year ended December 31, 2011 compared to December 31, 2012. For the year ended December 31, 2012, NMF Holdings incurred less than $0.1 million in other expenses that were not subject to the expense cap pursuant to the Administration Agreement and further restricted by NMF Holdings. No expenses were incurred by NMF Holdings outside the expense cap for the year ended December 31, 2011.

Net Realized Gains and Net Change in Unrealized Appreciation (Depreciation)

 
  Years ended December 31,  
(in thousands)
  2013   2012   2011  

Net realized gains on investments

  $ 7,253   $ 18,851   $ 16,252  

Net change in unrealized appreciation (depreciation) of investments

    7,994     9,928     (23,100 )
               

Total net realized gains and net change in unrealized appreciation (depreciation) of investments

  $ 15,247   $ 28,779   $ (6,848 )
               
               

        NMF Holdings' net realized and unrealized gains or losses resulted in a net gain of $15.2 million for the year ended December 31, 2013 compared to a net gain of $28.8 million for the year ended December 31, 2012, and a net loss of $6.8 million for the same period in 2011. We look at net realized and unrealized gains or losses together as movement in unrealized appreciation or depreciation can be the result of realizations. The net gain for the year ended December 31, 2013 was primarily driven by sales or repayment of investments with fair values in excess of December 31, 2012 valuations, resulting in net realized gains being greater than the reversal of the cumulative net unrealized gains for those investments. Additionally, during the year ended December 31, 2013, a distribution from a warrant investment resulted in a realized gain of approximately $1.1 million, the modification of terms on one debt investment that was accounted for as an extinguishment resulted in a realized gain of $1.7 million and the sale of the first lien position in ATI Acquisition Company resulted in a realized loss of $4.3 million. The total net gain for the year ended December 31, 2012 was primarily related to the overall increase in the market and the quality of NMF Holdings' portfolio, directly impacting the prices of NMF Holdings' portfolio. The appreciation of NMF Holdings' portfolio and the sale or repayment of investments with fair values in excess of December 31, 2011 valuations, resulted in net realized gains being greater than the reversal of the cumulative net unrealized gains for those investments. The total net loss for the year ended December 31, 2011 was primarily related to the overall market decline, directly impacting the prices of NMF Holdings' portfolio.


Liquidity and Capital Resources

        The primary use of existing funds and any funds raised in the future is expected to be for NMF Holdings' repayment of indebtedness, NMF Holdings' investments in portfolio companies, cash distributions to NMF Holdings' unit holders or for other general corporate purposes.

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        Since NMFC's IPO, and through March 31, 2014, NMFC raised approximately $233.4 million in net proceeds from additional offerings of common stock and issued shares valued at approximately $288.4 million on behalf of AIV Holdings for exchanged units. NMFC acquired from NMF Holdings units of NMF Holdings equal to the number of shares of NMFC's common stock sold in the additional offerings.

        On February 3, 2014, NMFC completed an underwritten secondary public offering of 2,325,000 shares of its common stock on behalf of a selling stockholder, AIV Holdings, at a public offering price of $14.70 per share. In connection with the underwritten secondary public offering, the underwriters purchased an additional 346,938 shares of NMFC's common stock from AIV Holdings with the exercise of the overallotment option to purchase up to an additional 346,938 shares of common stock. NMFC did not receive any proceeds from the sale of shares of NMFC's common stock by AIV Holdings. NMF Holdings and NMFC did not bear any expenses in connection with this offering. The offering expenses were borne by the selling stockholder, AIV Holdings. As of February 3, 2014, AIV Holdings no longer owns any units of NMF Holdings and NMFC owns 100.0% of the outstanding units of NMF Holdings. As a result, NMFC's and NMF Holdings' organizational structure may be collapsed or simplified in the future.

        NMF Holdings' liquidity is generated and generally available through advances from the revolving credit facilities, from cash flows from operations, and, we expect, through periodic follow-on equity offerings of NMFC. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including unsecured debt and/or debt securities convertible into common stock. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 200.0% after such borrowing.

        At March 31, 2014 and December 31, 2013, NMF Holdings had cash and cash equivalents of approximately $13.3 million and $15.0 million, respectively. Cash used in operating activities for the three months ended March 31, 2014 and March 31, 2013 was approximately $(36.6) million and $(15.8) million, respectively. We expect that all current liquidity needs by NMF Holdings will be met with cash flows from operations and other activities.

Credit Facilities

        Holdings Credit Facility—The Loan and Security Agreement, as amended and restated, dated May 19, 2011 (the "Holdings Credit Facility") among NMF Holdings as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012.

        The maximum amount of revolving borrowings available under the Holdings Credit Facility is $280.0 million, as amended on October 28, 2013. As of March 31, 2014, NMF Holdings was permitted to borrow up to 45.0% or 25.0% of the purchase price of pledged first lien or non-first lien debt securities, and up to 70.0% and 45.0% of the purchase price of specified first lien debt securities and specified non-first lien debt securities, respectively, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is collateralized by all of the investments of NMF Holdings on an investment by investment basis. All fees associated with the origination or upsizing of the Holdings Credit Facility are capitalized on NMF Holdings' Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. In

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addition, the Holdings Credit Facility requires NMF Holdings to maintain a minimum asset coverage ratio. However, the covenants are generally not tied to mark to market fluctuations in the prices of NMF Holdings' investments, but rather to the performance of the underlying portfolio companies.

        The Holdings Credit Facility bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 2.75% per annum, as amended on May 8, 2012, and charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

        The following table summarizes the interest expense and non-usage fees incurred by NMF Holdings on the Holdings Credit Facility for the three months ended March 31, 2014 and March 31, 2013:

 
  Three months ended  
(in millions)
  March 31,
2014
  March 31,
2013
 

Interest expense

  $ 1.7   $ 1.5  

Non-usage fee

    0.1     (1)

Weighted average interest rate

    2.9 %   3.0 %

Average debt outstanding

  $ 232.8   $ 198.9  

(1)
For the three months ended March 31, 2013, the total non-usage fee was less than $50 thousand.

        As of March 31, 2014 and December 31, 2013, the outstanding balance on the Holdings Credit Facility was $271.8 million and $221.8 million, respectively, and NMF Holdings was not aware of any instances of non- compliance related to the Holdings Credit Facility on such dates.

        SLF Credit Facility—NMF SLF's Loan and Security Agreement, as amended and restated, dated October 27, 2010 (the "SLF Credit Facility") among NMF SLF as the Borrower, NMF Holdings as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012. The maximum amount of revolving borrowings available under the SLF Credit Facility is $215.0 million, as amended on December 18, 2012. The loan is non-recourse to NMF Holdings and secured by all assets owned by the borrower on an investment by investment basis. All fees associated with the origination or upsizing of the SLF Credit Facility are capitalized on the Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the SLF Credit Facility. The SLF Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. The covenants are generally not tied to mark to market fluctuations in the prices of NMF Holdings' investments, but rather to the performance of the underlying portfolio companies. Due to an amendment to the SLF Credit Facility on October 27, 2011, NMF SLF is no longer restricted from the purchase or sale of loans with an affiliate. Therefore, specified first lien loans can be moved as collateral between the Holdings Credit Facility and the SLF Credit Facility.

        As of March 31, 2014, the SLF Credit Facility permits borrowings of up to 70.0% of the purchase price of pledged first lien debt securities and up to 25.0% of the purchase price of specified second lien loans, of which, up to 25.0% of the aggregate outstanding loan balance of all pledged debt securities in the SLF Credit Facility is allowed to be derived from second lien loans, subject to approval by Wells Fargo Bank, National Association, as amended on March 11, 2013.

        The SLF Credit Facility bears interest at a rate of LIBOR plus 2.00% per annum for first lien loans and 2.75% for second lien loans, respectively, as amended on March 11, 2013. A non-usage fee is paid, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

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        The following table summarizes the interest expense and non-usage fees incurred by NMF Holdings on the SLF Credit Facility for the three months ended March 31, 2014 and March 31, 2013:

 
  Three months ended  
(in millions)
  March 31,
2014
  March 31,
2013
 

Interest expense

  $ 1.2   $ 1.2  

Non-usage fee

    (1)   (1)

Weighted average interest rate

    2.2 %   2.2 %

Average debt outstanding

  $ 215.0   $ 214.3  

(1)
For the three months ended March 31, 2014 and March 31, 2013, the total non-usage fee was less than $50 thousand.

        As of March 31, 2014 and December 31, 2013, the outstanding balance on the SLF Credit Facility was $215.0 million and $214.7 million, respectively, and NMF SLF was not aware of any instances of non-compliance related to the SLF Credit Facility on such dates.

Off-Balance Sheet Arrangements

        NMF Holdings may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2014 and December 31, 2013, NMF Holdings had outstanding commitments to third parties to fund investments totaling $14.6 million and $15.5 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

        NMF Holdings may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of March 31, 2014 and December 31, 2013, NMF Holdings did not enter into any commitment letters to purchase debt investments. As of March 31, 2014 and December 31, 2013, NMF Holdings had not entered into any bridge financing commitments, which could require funding in the future.

Borrowings

        NMF Holdings had borrowings of $271.8 million and $221.8 million outstanding as of March 31, 2014 and December 31, 2013, respectively, under the Holdings Credit Facility. NMF Holdings had borrowings of $215.0 million and $214.7 million outstanding as of March 31, 2014 and December 31, 2013, respectively, under the SLF Credit Facility.

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Contractual Obligations

        A summary of NMF Holdings' significant contractual payment obligations as of March 31, 2014 is as follows:

 
   
  Contractual Obligations Payments
Due by Period
(in millions)
   
 
 
  Total   Less than
1 Year
  1 - 3 Years   3 - 5 Years   More than
5 Years
 

Holdings Credit Facility(1)

  $ 271.8   $   $ 271.8   $   $  

SLF Credit Facility(2)

    215.0         215.0          
                       

Total Contractual Obligations

  $ 486.8   $   $ 486.8   $   $  

(1)
Under the terms of the $280.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($271.8 million as of March 31, 2014) must be repaid on or before October 27, 2016. As of March 31, 2014, there was approximately $8.2 million of possible capacity remaining under the Holdings Credit Facility.

(2)
Under the terms of the $215.0 million SLF Credit Facility, all outstanding borrowings under that facility ($215.0 million as of March 31, 2014) must be repaid on or before October 27, 2016. As of March 31, 2014, there was no capacity remaining under the SLF Credit Facility.

        NMF Holdings has certain contracts under which it has material future commitments. NMF Holdings has $14.6 million of undrawn funding commitments as of March 31, 2014 related to its participation as a lender in revolving credit facilities, delayed draw commitments or other future funding commitments of NMF Holdings' portfolio companies. As of March 31, 2014, NMF Holdings did not enter into any bridge financing commitments, which could require funding in the future.

        We have entered into the Investment Management Agreement with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide NMF Holdings with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on its performance.

        We have also entered into an Administration Agreement, with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to perform, or oversee the performance of, our financial records, our reports to stockholders / unit holders and reports filed with the Securities and Exchange Commission.

        If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.

Distributions and Dividends

        Dividends declared and paid to stockholders / unit holders of NMFC and NMF Holdings for the three months ended March 31, 2014 totaled $16.3 million.

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        The following table summarizes NMF Holdings' and NMFC's quarterly cash distributions, including dividends and returns of capital, if any, per unit/share that have been declared by NMF Holdings' board of directors, and subsequently NMFC's board of directors, since NMFC's IPO:

Fiscal Year Ended
  Date Declared   Record Date   Payment Date   Per Share/
Unit
Amount
 

December 31, 2014

                   

First Quarter

  March 4, 2014   March 17, 2014   March 31, 2014   $ 0.34  
                   

              $ 0.34  

December 31, 2013

                   

Fourth Quarter

  November 8, 2013   December 17, 2013   December 31, 2013   $ 0.34  

Third Quarter

  August 7, 2013   September 16, 2013   September 30, 2013     0.34  

Third Quarter

  August 7, 2013   August 20, 2013   August 30, 2013     0.12 (1)

Second Quarter

  May 6, 2013   June 14, 2013   June 28, 2013     0.34  

First Quarter

  March 6, 2013   March 15, 2013   March 28, 2013     0.34  
                   

              $ 1.48  

December 31, 2012

                   

Fourth Quarter

  December 27, 2012   December 31, 2012   January 31, 2013   $ 0.14 (2)

Fourth Quarter

  November 6, 2012   December 14, 2012   December 28, 2012     0.34  

Third Quarter

  August 8, 2012   September 14, 2012   September 28, 2012     0.34  

Second Quarter

  May 8, 2012   June 15, 2012   June 29, 2012     0.34  

Second Quarter

  May 8, 2012   May 21, 2012   May 31, 2012     0.23 (3)

First Quarter

  March 7, 2012   March 15, 2012   March 30, 2012     0.32  
                   

              $ 1.71  

December 31, 2011

                   

Fourth Quarter

  November 8, 2011   December 15, 2011   December 30, 2011   $ 0.30  

Third Quarter

  August 10, 2011   September 15, 2011   September 30, 2011     0.29  

Second Quarter

  August 10, 2011   August 22, 2011   August 31, 2011     0.27  
                   

              $ 0.86  
                   

Total

              $ 4.39  
                   
                   

(1)
Special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC.

(2)
Special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability.

(3)
Special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor Lux Bond Company.

        Tax characteristics of all dividends paid by NMFC are reported to stockholders on Form 1099 after the end of the calendar year. Future quarterly dividends, if any, for NMFC and NMF Holdings will be determined by their respective boards of directors.

        Since NMFC is a holding company, all distributions on its common stock will be paid from distributions received from NMF Holdings. NMF Holdings intends to make distributions to its unit holder that will be sufficient to enable NMFC to pay quarterly distributions to its stockholders and to maintain its status as a RIC. NMFC intends to distribute approximately its entire portion of NMF Holdings' Adjusted Net Investment Income on a quarterly basis and substantially its entire portion of

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NMF Holdings' taxable income on an annual basis, except that it may retain certain net capital gains for reinvestment. See "Material Federal Income Tax Considerations".

        NMFC maintains an "opt out" dividend reinvestment plan for its common stockholders. As a result, if NMF Holdings declares a dividend, then NMFC stockholders' cash dividends will be automatically reinvested in additional shares of NMFC's common stock, unless they specifically "opt out" of the dividend reinvestment plan so as to receive cash dividends. Cash dividends reinvested in additional shares of NMFC's common stock will be automatically reinvested by NMFC in NMF Holdings in exchange for additional units of NMF Holdings.


Related Parties

        NMFC and NMF Holdings have entered into a number of business relationships with affiliated or related parties, including the following:

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        In addition, NMFC and NMF Holdings have adopted a formal code of ethics that governs the conduct of their respective officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

        The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with NMF Holdings' investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for NMF Holdings and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures.

        Concurrently with the IPO, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement.


Quantitative and Qualitative Disclosures About Market Risk

        NMF Holdings is subject to certain financial market risks, such as interest rate fluctuations. During the three months ended March 31, 2014, certain of the loans held in NMF Holdings' portfolio had floating interest rates. As of March 31, 2014, approximately 86% of investments at fair value (excluding investments on non-accrual, revolvers, and non-interest bearing equity investments) represent floating-rate investments with a LIBOR floor (includes investments bearing prime interest rate contracts) and approximately 14% of investments represent fixed-rate investments. Additionally, NMF Holdings' senior secured revolving credit facilities are also subject to floating interest rates and are currently paid based on one-month floating LIBOR rates.

        The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from NMF Holdings' portfolio of investments held on March 31, 2014. Interest expense is calculated based on the terms of NMF Holdings' two outstanding revolving credit facilities. For NMF Holdings' floating rate credit facilities, NMF Holdings uses the outstanding balance as of March 31, 2014. Interest expense on NMF Holdings' floating rate credit facilities are calculated using the interest rate as of March 31, 2014, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on NMF Holdings' portfolio investments remain unchanged from the actual effective interest rates as of March 31, 2014. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2014, and are only adjusted for assumed changes in the underlying base interest rates.

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        Actual results could differ significantly from those estimated in the table.

Change in Interest Rates
  Estimated
Percentage
Change in Interest
Income Net of
Interest Expense
(unaudited)
 

-25 Basis Points

    0.74 %(1)

Base Interest Rate

    %

+100 Basis Points

    (4.44 )%

+200 Basis Points

    (0.13 )%

+300 Basis Points

    5.17 %

(1)
Limited to the lesser of the March 31, 2014 LIBOR rates or a decrease of 25 basis points.

        NMF Holdings was not exposed to any foreign currency exchange risks as of March 31, 2014.

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SENIOR SECURITIES

        Information about NMF Holdings' senior securities is shown in the following table as of December 31, 2013, 2012, 2011, 2010 and 2009.

Class and Year
  Total
Amount
Outstanding
Exclusive of
Treasury
Securities(1)
(in millions)
  Asset
Coverage
Per Unit(2)
  Involuntary
Liquidating
Preference
Per Unit(3)
  Average
Market
Value
Per Unit(4)

December 31, 2013

                     

Holdings Credit Facility

  $ 221.8   $ 2,577   $   N/A

SLF Credit Facility

    214.7     2,577       N/A

December 31, 2012

                     

Holdings Credit Facility

    206.9     2,353       N/A

SLF Credit Facility

    214.3     2,353       N/A

December 31, 2011

                     

Holdings Credit Facility

    129.0     2,426       N/A

SLF Credit Facility

    165.9     2,426       N/A

December 31, 2010(5)

                     

Holdings Credit Facility

    59.7     3,074       N/A

SLF Credit Facility

    56.9     3,074       N/A

December 31, 2009(5)

                     

Holdings Credit Facility

    77.7     4,080       N/A

(1)
Total amount of each class of senior securities outstanding at the end of the period presented.

(2)
Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The "—" in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)
Not applicable because the senior securities are not registered for public trading.

(5)
Prior to NMFC's IPO on May 19, 2011, these credit facilities existed at the Predecessor Entities.

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BUSINESS

The Company

        NMFC is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. NMFC is also registered as an investment adviser under the Advisers Act.

        NMF Holdings is a Delaware limited liability company. Until May 8, 2014, NMF Holdings was externally managed and was regulated as a BDC under the 1940 Act. As such, NMF Holdings was obligated to comply with certain regulatory requirements. NMF Holdings was treated as a partnership for U.S. federal income tax purposes for so long as it had at least two members. With the completion of the underwritten secondary offering on February 3, 2014, NMF Holdings' existence as a partnership for U.S. federal income tax purposes terminated and NMF Holdings became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes. See "Material Federal Income Tax Considerations." For additional information on our organizational structure prior to May 8, 2014, see "Description of Restructuring."

        Until May 8, 2014, NMF Holdings was externally managed by the Investment Adviser. As of May 8, 2014, the Investment Adviser now serves as the external investment adviser to NMFC. The Administrator provides the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by NMF Holdings. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. NMF Holdings, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of Guardian AIV by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments.

        On May 19, 2011, NMFC priced the IPO of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement. Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In connection with NMFC's IPO and through a series of transactions, the NMF Holdings acquired all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

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        The diagram below depicts our organizational structure as of June 23, 2014.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

        Our 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. In some cases, our investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

        As of March 31, 2014, NMF Holdings' net asset value was $697.1 million and its portfolio had a fair value of approximately $1,180.2 million in 60 portfolio companies, with a weighted average Yield to Maturity at Cost of approximately 10.9%. This Yield to Maturity at Cost calculation assumes that all investments not on non-accrual are purchased at the adjusted cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). This calculation excludes the impact of existing leverage. Yield to Maturity at Cost uses the London Interbank Offered Rate ("LIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in our portfolio or other factors.

        NMF Holdings is a party to the Holdings Credit Facility pursuant to a secured credit agreement with Wells Fargo Bank, National Association. As of March 31, 2014, the Holdings Credit Facility, which matures on October 27, 2016, provides for potential borrowings up to $280.0 million. Unlike many

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credit facilities for BDCs the amount available under the Holdings Credit Facility is generally not subject to reduction as a result of mark to market fluctuations in its portfolio investments. As of March 31, 2014, we were permitted to borrow up to 45.0% or 25.0% of the purchase price of pledged first lien or non-first lien debt securities, and up to 70.0% and 45.0% of the purchase price of specified first lien debt securities and specified non-first lien debt securities, respectively, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility bears interest at a rate of LIBOR plus 2.75% per annum and charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement). As of March 31, 2014, $271.8 million was outstanding under the Holdings Credit Facility.

        The SLF Credit Facility among NMF SLF as the Borrower, NMF Holdings as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016. As of March 31, 2014, the maximum amount of revolving borrowings available under the SLF Credit Facility is $215.0 million. The loan is non-recourse to NMFC and NMF Holdings and is secured by all assets owned by the borrower on an investment by investment basis. As of March 31, 2014, the SLF Credit Facility permitted borrowings of up to 70.0% of the purchase price of pledged first lien debt securities and up to 25.0% of the purchase price of specified second lien loans, of which, up to 25.0% of the aggregate outstanding loan balance of all pledged debt securities in the SLF Credit Facility is allowed to be derived from second lien loans, subject to approval by Wells Fargo Bank, National Association. Due to an amendment to the SLF Credit Facility on October 27, 2011, NMF SLF is no longer restricted from the purchase or sale of loans with an affiliate. Therefore, specified first lien loans can be moved as collateral between the Holdings Credit Facility and the SLF Credit Facility. The SLF Credit Facility bears interest at a rate of LIBOR plus 2.00% per annum for first lien loans and 2.75% for second lien loans, as amended on March 11, 2013. A non-usage fee is paid, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement). As of March 31, 2014, $215.0 million was outstanding under the SLF Credit Facility.

        For a detailed discussion of the Holdings Credit Facility and the SLF Credit Facility, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources."

        We expect to continue to finance our investments using both debt and equity, including proceeds from equity and debt securities issued by NMFC.


Recent Developments

        On April 15, 2014, NMFC completed a public offering of 3,500,000 shares of its common stock at a public offering price of $14.30 per share, which resulted in net proceeds of $51.0 million, or $14.57 per share. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this offering and an additional supplemental payment to the underwriters of $0.9 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC. In connection with the public offering, the underwriters purchased an additional 525,000 shares of NMFC's common stock with the exercise of the overallotment option to purchase up to an additional 525,000 shares of NMFC's common stock, resulting in additional net proceeds of $7.6 million. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this exercise of the overallotment option and an additional supplemental payment to the underwriters of $0.1 million, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC in this exercise of the overallotment option.

        On April 15, 2014, upon receiving the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the

95


notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the Exchange Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        On May 6, 2014, NMF Holdings' board of directors, and subsequently NMFC's board of directors, declared a second quarter 2014 distribution of $0.34 per unit/share payable on June 30, 2014 to holders of record as of June 16, 2014.

        On May 6, 2014, at the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of NMF Holdings, the stockholders of NMFC and the sole unit holder of NMF Holdings approved a proposal which authorized the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser.

        On May 6, 2014, NMF Holdings entered into a thirteenth amendment to the Holdings Credit Facility and NMF SLF entered into a thirteenth amendment to the SLF Credit Facility, both of which permit NMF Holdings to withdraw its election to be regulated as a BDC under the 1940 Act and to amend its Operating Agreement such that the NMF Holdings will remain a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Holdings Credit Facility and SLF Credit Facility.

        On May 8, 2014, upon receipt of the necessary stockholder/unit holder approval to authorize the board of directors of NMF Holdings to withdraw NMF Holdings' election to be regulated as a BDC, the notification of withdrawal on Form N-54C was filed and became effective upon receipt by the SEC. In addition, NMF Holdings filed a Form 15 with the SEC to terminate NMF Holdings' registration under Section 12(g) of the Exchange Act.

        Effective May 8, 2014, NMF Holdings amended and restated its Operating Agreement such that the board of directors of NMF Holdings was dissolved and NMF Holdings remained a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for NMF Holdings' existing credit facilities. NMFC assumed all other operating activities previously undertaken by NMF Holdings.

        On June 3, 2014, in connection with its previously announced private offering, NMFC issued $115.0 million of 5.00% Convertible Notes due 2019 under an indenture between NMFC and U.S. Bank National Association. This included $15.0 million of notes that were issued pursuant to the full exercise of the option granted to the initial purchasers to purchase additional notes. The Convertible Notes will mature on June 15, 2019, unless previously converted in accordance with their terms. The Convertible Notes will be our general, unsecured obligations and will rank equal in right of payment with all of our existing and future senior, unsecured indebtedness and senior in right of payment to any of our subordinated indebtedness. As a result, the Convertible Notes will be effectively subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of our subsidiaries. The interest rate on the Convertible Notes is 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 2014. As described in the Indenture, holders may convert their Notes at any time on or prior to the close of business on the business day immediately preceding the maturity date at an initial conversion rate of 62.7746 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $15.93 per share). The conversion rate will be subject to adjustment in certain events.

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        On June 4, 2014, NMFC entered into a $50.0 million senior secured revolving credit facility maturing June 4, 2019, provided by Goldman Sachs Bank USA and a related guarantee and security agreement. Amounts drawn from the facility will generally bear interest at either LIBOR plus 2.50% or the prime rate plus 1.50%.


New Mountain Capital

        New Mountain Capital manages private equity, public equity and debt investments with aggregate assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by NMF Holdings.

        New Mountain Capital's first private equity fund, the $770.0 million New Mountain Partners, L.P., or "Fund I", began its investment period in January 2000. New Mountain Capital's second private equity fund, the $1.6 billion New Mountain Partners II, L.P., or "Fund II", began its investment period in January 2005. New Mountain Capital's third private equity fund, Fund III, with over $5.1 billion of aggregate commitments, began its investment period in August 2007. New Mountain Capital manages public equity portfolios through New Mountain Vantage Advisers, L.L.C., which is designed to apply New Mountain Capital's established strengths toward non-control positions in the U.S. public equity markets generally. New Mountain Capital manages its debt portfolio through us, and we are currently New Mountain Capital's only vehicle focused primarily on investing in the investments that we target.

        New Mountain Capital's mission is to be "best in class" in the new generation of investment managers as measured by returns, control of risk, service to investors and the quality of the businesses in which New Mountain Capital invests. All of New Mountain Capital's efforts emphasize intensive fundamental research and the proactive creation of proprietary investment advantages in carefully selected industry sectors. New Mountain Capital is a generalist firm but has developed particular competitive advantages in what New Mountain Capital believes to be particularly attractive sectors, such as education, healthcare, logistics, business and industrial services, federal information technology services, media, software, insurance, consumer products, financial services and technology, infrastructure and energy. New Mountain Capital is focused on systematically establishing expertise in new sectors in which it believes it will have a competitive advantage over time.


The Investment Adviser

        The Investment Adviser, a wholly-owned subsidiary of New Mountain Capital, manages our day-to-day operations and provides us with investment advisory and management services. In particular, the Investment Adviser is responsible for identifying attractive investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. We currently do not have, and do not intend to have, any employees. As of March 31, 2014, the Investment Adviser was supported by approximately 100 staff members of New Mountain Capital, including approximately 60 investment professionals.

        The Investment Adviser is managed by a five member Investment Committee, which is responsible for approving purchases and sales of our investments above $5.0 million in aggregate by issuer. The Investment Committee currently consists of Steven B. Klinsky, Robert A. Hamwee, Adam Collins, Douglas Londal and John Kline. In addition, the executive officers and certain investment professionals are invited to all Investment Committee meetings. The Investment Committee is responsible for approving all of our investment purchases above $5.0 million. The Investment Committee also approves all asset dispositions above $5.0 million. Purchases and dispositions below $5.0 million may be approved by our Chief Executive Officer. These approval thresholds are subject to change over time. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on

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the Investment Committee, which includes expertise in private equity, primary and secondary leveraged credit, private mezzanine finance and distressed debt.


Investment Objectives and Portfolio

        Our 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. In some cases, our investments may also include equity interests such as preferred stock, common stock, warrants or options received in connection with our debt investments or may include a direct investment in the equity of private companies.

        We make investments through both primary originations and open-market secondary purchases. We primarily target loans to, and invest in, the United States middle market businesses, a market segment we believe continues to be underserved by other lenders. We define middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $20.0 million and $200.0 million. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance. Our targeted investments typically have maturities of between five and ten years and generally range in size between $10.0 million and $50.0 million. This investment size may vary proportionately as the size of our capital base changes. At March 31, 2014, NMF Holdings' portfolio consisted of 60 portfolio companies and was invested 49.1% in first lien loans, 43.9% in second lien loans, 1.2% in subordinated debt and 5.8% in equity and other, as measured at fair value.

        The fair value of NMF Holdings' investments was approximately $1,180.2 million in 60 portfolio companies at March 31, 2014.

        The following table shows NMF Holdings' portfolio and investment activity for the three months ended March 31, 2014:

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 
 
  (in millions)
 

New investments in 15 and 10 portfolio companies, respectively

  $ 158.7   $ 112.0  

Debt repayments in existing portfolio companies

    40.6     61.6  

Sales of securities in 5 and 8 portfolio companies, respectively

    61.8     23.5  

Change in unrealized appreciation on 35 and 46 portfolio companies, respectively

    11.5     14.0  

Change in unrealized depreciation 27 and 17 portfolio companies, respectively

    (6.7 )   (2.1 )

        At March 31, 2014 and March 31, 2013, NMF Holdings' weighted average Yield to Maturity at Cost was approximately 10.9% and 10.4%, respectively.

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        The following summarizes NMF Holdings' ten largest portfolio company investments and top ten industries in which we were invested as of March 31, 2014, calculated as a percentage of total assets as of March 31, 2014.

Portfolio Company
  Percent of
Total Assets
 

Global Knowledge Training LLC

    3.7 %

McGraw-Hill Global Education Holdings, LLC

    3.5 %

Deltek, Inc. 

    3.4 %

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

    3.3 %

Kronos Incorporated

    3.2 %

UniTek Global Services, Inc. 

    3.2 %

YP Holdings LLC

    3.0 %

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited

    2.9 %

Crowley Holdings Preferred, LLC

    2.9 %

SRA International, Inc. 

    2.9 %

 

Industry
  Percent of
Total Assets
 

Software

    20.4 %

Education

    19.8 %

Business Services

    13.2 %

Distribution & Logistics

    10.0 %

Healthcare Services

    7.2 %

Federal Services

    6.3 %

Energy

    5.8 %

Media

    5.3 %

Healthcare Products

    3.4 %

Specialty Chemicals and Materials

    1.7 %


Competitive Advantages

        We believe that we have the following competitive advantages over other capital providers to middle market companies:

Proven and Differentiated Investment Style With Areas of Deep Industry Knowledge

        In making its investment decisions, the Investment Adviser applies New Mountain Capital's long-standing, consistent investment approach that has been in place since its founding more than 10 years ago. We focus on companies in less well followed defensive growth niches of the middle market space where we believe few debt funds have built equivalent research and operational size and scale.

        We benefit directly from New Mountain Capital's private equity investment strategy that seeks to identify attractive investment sectors from the top down and then works to become a well positioned investor in these sectors. New Mountain Capital focuses on companies and industries with sustainable strengths in all economic cycles, particularly ones that are defensive in nature, that are non-cyclical and can maintain pricing power in the midst of a recessionary and/or inflationary environment. New Mountain Capital focuses on companies within sectors in which it has significant expertise (examples include federal services, software, education, niche healthcare, business services, energy and distribution and logistics) while typically avoiding investments in companies with products or services that serve markets that are highly cyclical, have the potential for long-term decline, are overly-dependent on consumer demand or are commodity-like in nature.

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        In making its investment decisions, the Investment Adviser has adopted the approach of New Mountain Capital, which is based on three primary investment principles:

Experienced Management Team and Established Platform

        The Investment Adviser's team members have extensive experience in the leveraged lending space. Steven B. Klinsky, New Mountain Capital's Founder, Chief Executive Officer and Managing Director and Chairman of our board of directors, was a general partner of Forstmann Little & Co., a manager of debt and equity funds totaling multiple billions of dollars in the 1980s and 1990s. He was also a co-founder of Goldman, Sachs & Co.'s Leverage Buyout Group in the period from 1981 to 1984. Robert A. Hamwee, our Chief Executive Officer and President and Managing Director of New Mountain Capital, was formerly President of GSC Group, Inc. ("GSC"), where he was the portfolio manager of GSC's distressed debt funds and led the development of GSC's CLOs. Douglas Londal, President, Chief Operating Officer and Managing Director of New Mountain Capital, was previously co-head of Goldman, Sachs & Co.'s United States ("U.S.") mezzanine debt team. John Kline, our Chief Operating Officer and Executive Vice President and Managing Director of New Mountain Capital, worked at GSC as an investment analyst and trader for GSC's control distressed and corporate credit funds and at Goldman, Sachs & Co. in the Credit Risk Management and Advisory Group.

        Many of the debt investments that we have made to date have been in the same companies with which New Mountain Capital has already conducted months of intensive acquisition due diligence related to potential private equity investments. We believe that private equity underwriting due diligence is usually more robust than typical due diligence for loan underwriting. In its underwriting of debt investments, the Investment Adviser is able to utilize the research and hands-on operating experience that New Mountain Capital's private equity underwriting teams possess regarding the individual companies and industries. Business and industry due diligence is led by a team of investment professionals of the Investment Adviser that generally consists of three to seven individuals, typically based on their relevant company and/or industry specific knowledge. Additionally, the Investment Adviser is also able to utilize its relationships with operating management teams and other private equity sponsors. We believe this differentiates us from many of our competitors.

Significant Sourcing Capabilities and Relationships

        We believe the Investment Adviser's ability to source attractive investment opportunities is greatly aided by both New Mountain Capital's historical and current reviews of private equity opportunities in the business segments we target. To date, a significant majority of the investments that we have made are in the debt of companies and industry sectors that were first identified and reviewed in connection with New Mountain Capital's private equity efforts, and the majority of our current pipeline reflects this as well. Furthermore, the Investment Adviser's investment professionals have deep and longstanding relationships in both the private equity sponsor community and the lending/agency community which they have and will continue to utilize to generate investment opportunities.

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Risk Management through Various Cycles

        New Mountain Capital has emphasized tight control of risk since its inception and long before the recent global financial distress began. To date, New Mountain Capital has never experienced a bankruptcy of any of its portfolio companies in its private equity efforts or with respect to the Predecessor Entities' business. The Investment Adviser seeks to emphasize tight control of risk with our investments in several important ways, consistent with New Mountain Capital's historical approach. In particular, the Investment Adviser:

Access to Non Mark to Market, Seasoned Leverage Facilities

        The amounts available under the Credit Facilities are generally not subject to reduction as a result of mark to market fluctuations in our portfolio investments. For a detailed discussion of the Credit Facilities, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources."


Market Opportunity

        We believe that the size of the market for investments that we target, coupled with the demands of middle market companies for flexible sources of capital at competitive terms and rates, create an attractive investment environment for us.

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Investment Criteria

        The Investment Adviser has identified the following investment criteria and guidelines for use in evaluating prospective portfolio companies. However, not all of these criteria and guidelines were, or will be, met in connection with each of our investments.


Investment Selection and Process

        The Investment Adviser believes it has developed a proven, consistent and replicable investment process to execute our investment strategy. The Investment Adviser seeks to identify the most attractive investment sectors from the top down and then works to become the most advantaged investor in these sectors. The steps in the Investment Adviser's process include:

        Identifying attractive investment sectors top down:    The Investment Adviser works continuously and in a variety of ways to proactively identify the most attractive sectors for investment opportunities. The investment professionals of the Investment Adviser participate in this process through both individual

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and group efforts, formal and informal. The Investment Adviser has also worked with consultants, investment bankers and public equity managers to supplement its internal analyses, although the prime driver of sector ideas has been the Investment Adviser itself.

        Creating competitive advantages in the selected industry sectors:    Once a sector has been identified, the Investment Adviser works to make itself the most advantaged and knowledgeable investor in that sector. An internal working team is assigned to each project. The team may spend months confirming the sector thesis and building the Investment Adviser's leadership in this sector. In general, the Investment Adviser seeks to construct proprietary databases and to utilize the best specialized industry consultants. The Investment Adviser particularly stresses the establishment of close relationships with operating managers in each field in order to gain the deepest possible level of understanding. When advisable, industry executives have been placed on New Mountain Capital's Management Advisory Board or have been hired on salary as "executives in residence". When the Investment Adviser considers specific investment ideas in its chosen sectors, it can triangulate its own views against the views of its management relationships, consultants, brokers, bankers and others. The Investment Adviser believes this multi-front analysis leads to strong decision making and company identification. The Investment Adviser also believes that its "flexible specialization" approach gives us all the benefits of a narrow-based sector fund without forcing us to invest in any industry sector at an inappropriate time for that sector. The Investment Adviser can also become a leading investment expert in lesser known or smaller sectors that would not support an entire fund dedicated solely to them.

        Targeting companies with leading market share and attractive business models in its chosen sectors:    The Investment Adviser, consistent with New Mountain Capital's historical approach, typically follows a "good to great" approach, seeking to invest in debt securities of companies in its chosen sectors that it believes are already safe and successful but where the Investment Adviser sees an opportunity for further increases in enterprise value due to special circumstances existing at the time of the financing or through value that a sponsor can add. The investment professionals of the Investment Adviser have been successful in targeting companies with leading market shares, rapid growth, high free cash flows, high operating margins, high barriers to entry and which produce goods or services that are of value to their customers.

        Utilizing this research platform, we have largely invested in the debt of companies and industries that have been researched by New Mountain Capital's private equity efforts. In many instances, we have studied the specific debt issuer with which New Mountain Capital has already conducted months of intensive acquisition due diligence related to a potential private equity investment. In other situations, while New Mountain Capital may not have specifically analyzed the issuer in the past, we have deep knowledge of the company's industry through New Mountain Capital's private equity work. We expect the Investment Adviser to continue this approach in the future.

        Beyond the foregoing, the investment professionals of the Investment Adviser have deep and longstanding relationships in both the private equity sponsor community and the lending/agency community. We have sourced and we expect to continue sourcing new investment opportunities from both private equity sponsors and other lenders and agents. In private equity, we have strong, personal relationships with principals at a significant majority of relevant sponsors, and we expect that we will continue to utilize those relationships to generate investment opportunities. In the same fashion, we have an extensive relationship network with lenders and agents, including commercial banks, investment banks, loan funds, mezzanine funds and a wide range of smaller agents that seek debt capital on behalf of their clients. In addition to newly issued primary opportunities, we have extensive experience in sourcing investment opportunities from the secondary market, and will continue to actively monitor that large, and often volatile, area for appropriate investment opportunities.

        This team performs the core underwriting function to determine the attractiveness of the target's business model, focusing on the investment criteria described above. The team ultimately develops a

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forecast of a target's likely operating and financial performance. Team members have diverse backgrounds in investment management, investment banking, consulting, and operations. We believe the presence within New Mountain Capital of numerous former CEOs and other senior operating executives, and their active involvement in our underwriting process, combined with New Mountain Capital's experience as a majority stockholder owning and directing a wide range of businesses and overseeing operating companies in the same or related industries, is a key differentiator for us versus typical debt investment vehicles.

        In addition to performing rigorous business due diligence, the Investment Adviser also thoroughly reviews and/or structures the relevant credit documentation, including bank credit agreements and bond indentures, to ensure that any securities we invest in have appropriate credit rights, protections and remedies. There is a strong focus on appropriate covenant packages. This part of the process, as well as the determination of the appropriate price/yield parameters for individual securities, is led by Robert A. Hamwee, John Kline and James Stone with significant input as needed from other professionals with extensive credit experience, such as Steven B. Klinsky, New Mountain Capital's Managing Director, Founder and Chief Executive Officer, Douglas Londal, New Mountain Capital's Managing Director, President and Chief Operating Officer, who was formerly co-head of Goldman, Sachs & Co.'s mezzanine debt group, and others.


Investment Committee

        The Investment Committee currently consists of Steven B. Klinsky, Robert A. Hamwee, Adam Collins, Douglas Londal and John Kline. The Investment Committee is responsible for approving all of our investment purchases above $5.0 million. The Investment Committee also monitors investments in our portfolio and approves all asset dispositions above $5.0 million. Purchases and dispositions below $5.0 million may be approved by our Chief Executive Officer. These approval thresholds are subject to change over time. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in private equity, primary and secondary leveraged credit, private mezzanine finance and distressed debt.

        The purpose of the Investment Committee is to evaluate and approve, as deemed appropriate, all investments by the Investment Adviser, subject to certain thresholds. The Investment Committee process is intended to bring the diverse experience and perspectives of the Investment Committee's members to the analysis and consideration of every investment. The Investment Committee also serves to provide investment consistency and adherence to the Investment Adviser's investment philosophies and policies. The Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.

        In addition to reviewing investments, the Investment Committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and investment opportunities are also reviewed on a regular basis. Members of our investment team are encouraged to share information and views on credits with the committee early in their analysis. This process improves the quality of the analysis and assists the deal team members to work more efficiently.


Investment Structure

        We target debt investments that will yield meaningful current income and occasionally provide the opportunity for capital appreciation through equity securities. Our debt investments are typically structured with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve its total return target.

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Debt Investments

        The terms of our debt investments are tailored to the facts and circumstances of the transaction and prospective portfolio company and structured to protect its rights and manage its risk while creating incentives for the portfolio company to achieve its business plan. A substantial source of return is the cash interest that we collect on its debt investments.

        In addition, from time to time we may also enter into bridge or other commitments which can result in providing future financing to a portfolio company.

Equity Investments

        When we make a debt investment, we may be granted equity in the portfolio company in the same class of security as the sponsor receives upon funding. In addition, we may from time to time make non-control, equity co- investments in conjunction with private equity sponsors. We generally seek to structure our equity investments, such as direct equity co-investments, to provide us with minority rights provisions and event-driven put rights. We also seek to obtain limited registration rights in connection with these investments, which may include "piggyback" registration rights.


Portfolio Company Monitoring

        We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. We use several methods of evaluating and monitoring the performance of our investments, including but not limited to, the following:

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        We use an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. We use a four-level numeric rating scale as follows:

        The following table shows the distribution of NMF Holdings' investments on the 1 to 4 investment rating scale at fair value as of March 31, 2014:

 
  As of March 31, 2014  
Investment Rating
  Par Value(1)   Percent   Fair Value   Percent  
 
  (amounts in millions)
 

Investment Rating 1

  $ 182.2     16.3 % $ 195.1     16.5 %

Investment Rating 2

    920.5     82.3 %   976.3     82.7 %

Investment Rating 3

    13.5     1.2 %   8.4     0.8 %

Investment Rating 4

    1.8     0.2 %   0.4     %
                   

  $ 1,118.0     100.0 % $ 1,180.2     100.0 %

(1)
Excludes shares and warrants.


Exit Strategies/Refinancing

        We exit our investments typically through one of four scenarios: (i) the sale of the portfolio company itself resulting in repayment of all outstanding debt, (ii) the recapitalization of the portfolio company in which our loan is replaced with debt or equity from a third party or parties (in some cases, we may choose to participate in the newly issued loan(s)), (iii) the repayment of the initial or remaining principal amount of our loan then outstanding at maturity or (iv) the sale of the debt investment by us. In some investments, there may be scheduled amortization of some portion of our loan which would result in a partial exit of our investment prior to the maturity of the loan.


Managerial Assistance

        In order to count portfolio securities as qualifying assets for the purpose of the 70.0% test, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance, except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. The Administrator or its affiliate provides such managerial assistance on our behalf to portfolio companies that request this assistance.

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Competition

        We compete for investments with a number of BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of financing. Many of these entities have greater financial and managerial resources than we do. We believe we are able to be competitive with these entities primarily on the basis of the experience and contacts of our management team, our responsive and efficient investment analysis and decision-making processes, the investment terms we offer, the leveraged model that we employ to perform our due diligence with the broader New Mountain Capital team and our model of investing in companies and industries we know well.

        We believe that some of our competitors may make investments with interest rates and returns that are comparable to or lower than the rates and returns that we target. Therefore, we do not seek to compete solely on the interest rates and returns that we offer to potential portfolio companies. For additional information concerning the competitive risks we face, see "Risk Factors—Risks Relating to Our Business".


Employees

        We do not have any employees. Day-to-day investment operations that are conducted by us are managed by the Investment Adviser. See "Investment Management Agreement". We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, including the compensation of our chief financial officer and chief compliance officer, and their respective staffs. For a more detailed discussion of the Administration Agreement, see "Administration Agreement".


Properties

        Our executive office is located at 787 Seventh Avenue, 48th Floor, New York, New York 10019. We believe that our current office facilities are adequate for our business as we intend to conduct it.


Legal Proceedings

        We, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings, although these entities may, from time to time, be involved in litigation arising out of operations in the normal course of business or otherwise.

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PORTFOLIO COMPANIES

        The following table sets forth certain information as of March 31, 2014, for each portfolio company in which NMF Holdings had a debt or equity investment. Other than these investments, NMF Holdings' only formal relationships with our portfolio companies are the managerial assistance ancillary to NMF Holdings' investments that we may provide, if requested, and the board observation or participation rights we may receive. We do not "control" nor are we an "affiliate" of any of NMF Holdings' portfolio companies, each as defined in the 1940 Act. In general, under the 1940 Act, we would "control" a portfolio company if we owned more than 25.0% of its voting securities and would be an "affiliate" of a portfolio company if we owned five percent or more of its voting securities.

Name / Address of
Portfolio Company(1)
  Industry   Type of
Investment
  Interest Rate(2)   Maturity
Date
  Yield to
Maturity(3)
  Percent of
Class
Held(4)
  Fair Value  
 
   
   
   
   
   
   
  (in thousands)
 

Acrisure, LLC

  Business Services   Second lien   11.50% (L + 10.50%/Q)     3/9/2020     13.41 %     $ 17,498  

5664 Prairie Creek Drive SE

                                     

Caledonia, MI 49316

                                     

Aderant North America, Inc. 

  Software   Second lien   10.00% (L + 8.75%/Q)     6/20/2019     11.50 %       24,479  

500 Northridge Road, Suite 800

                                     

Atlanta, GA 30350

                                     

Alion Science and Technology Corporation

  Federal Services   First lien(6)   12.00% (10.00% + 2.00%     11/1/2014     11.80 %       6,365  

1750 Tysons Boulevard, Suite 1300

          PIK/S)*                          

McLean, VA 22102

  Federal Services   Warrants               1.94 %   94  
                                     

                                  6,459  
                                     

American Pacific Corporation**

  Specialty Chemicals and   First lien   7.00% (L + 6.00%/M)     2/27/2019     8.30 %       4,045  

3883 Howard Hughes Parkway,

  Materials                                  

Suite 700

                                     

Las Vegas, NV 89169

                                     

Aspen Dental Management, Inc. 

  Healthcare Services   First lien—       4/6/2016             (347 )

281 Sanders Creek Parkway

      Undrawn                              

East Syracuse, NY 13057

                                     

Asurion, LLC (fka Asurion Corporation)

  Business Services   Second lien   8.50% (L + 7.50%/Q)     3/3/2021     10.47 %       10,348  

648 Grassmere Park, Suite 300

                                     

Nashville, TN 37211

                                     

ATI Acquisition Company (fka Ability Acquisition, Inc.)(11)

  Education   First lien   17.25%     6/30/2012—             233  

6351 Boulevard 26, Suite 275

          (P + 10.00% + 4.00%     Past Due                    

North Richland Hills, TX 76180

          PIK/Q)(5)*                          

  Education   First lien   17.25% (P + 10.00% + 4.00% PIK/Q)(5)*     6/30/2012—Past Due             103  

Ancora Acquisition LLC

  Education   Preferred shares               3.72 %   83  

8701 Bedford Euless Road, Suite 400

  Education   Warrants               3.72 %    

Hurst, TX 76053

                                     
                                     

                                  419  
                                     

Black Elk Energy Offshore Operations, LLC

  Energy   Preferred shares   17.00%/Q         18.14 %   20.00 %   20,000  

11451 Katy Freeway, Suite 500

                                     

Houston, TX 77079

                                     

Brock Holdings III, Inc. 

  Industrial Services   Second lien   10.00% (L + 8.25%/Q)     3/16/2018     10.01 %       14,224  

10343 Sam Houston Park Drive, Suite 200

                                     

Houston, TX 77064

                                     

CompassLearning, Inc.(8)

  Education   First lien   8.00% (L + 6.75%/Q)     11/26/2018     9.60 %       29,250  

203 Colorado Street

                                     

Austin, TX 78701

                                     

CRC Health Corporation

  Healthcare Services   Second lien   9.00% (L + 8.00%/M)     9/28/2021     11.19 %       3,920  

16 Pennsylvania Plaza

                                     

New York, NY 10001

                                     

Crowley Holdings Preferred, LLC

  Distribution & Logistics   Preferred shares   12.00% (10.00% + 2.00%         12.55 %   17.60 %   35,191  

9487 Regency Square Boulevard

          PIK/Q)*                          

Jacksonville, FL 32225

                                     

Deltek, Inc. 

  Software   Second lien   10.00% (L + 8.75%/Q)     10/10/2019     11.30 %       41,820  

2291 Wood Oak Drive

                                     

Herndon, VA 20171

                                     

Distribution International, Inc. 

  Distribution & Logistics   First lien   7.50% (L + 6.50%/Q)     7/16/2019     9.19 %       19,899  

9000 Railwood Drive

                                     

Houston, TX 77078

                                     

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Name / Address of
Portfolio Company(1)
  Industry   Type of
Investment
  Interest Rate(2)   Maturity
Date
  Yield to
Maturity(3)
  Percent of
Class
Held(4)
  Fair Value  
 
   
   
   
   
   
   
  (in thousands)
 

Edmentum, Inc.(fka Plato, Inc.)

  Education   Second lien   11.25% (L + 9.75%/Q)     5/17/2019     12.80 %     $ 31,462  

5600 West 83rd Street, 8200 Tower, Suite 300

                                     

Bloomington, MN 55437

                                     

Envision Acquisition Company, LLC

  Healthcare Services   Second lien   9.75% (L + 8.75%/Q)     11/4/2021     11.99 %       20,150  

2181 East Aurora Road, Suite 201

                                     

Twinsburg, OH 44087

                                     

GCA Services Group, Inc. 

  Business Services   Second lien   9.25% (L + 8.00%/Q)     11/1/2020     10.90 %       4,059  

1350 Euclid Avenue, Suite 1500

                                     

Cleveland, OH 44115

                                     

Global Knowledge Training LLC

  Education   Second lien   11.00% (L + 9.75%/Q)     10/21/2018     12.38 %       41,650  

9000 Regency Parkway, Suite 400

  Education   Ordinary shares               4.20 %   3  

Cary, NC 27518

  Education   Preferred shares               4.20 %   3,809  
                                     

                                  45,462  
                                     

Immucor, Inc. 

  Healthcare Services   Subordinated(6)   11.13%/S     8/15/2019     11.87 %       2,270  

3130 Gateway Drive

                                     

Norcross, GA 30091

                                     

JHCI Acquisition, Inc. 

  Distribution & Logistics   Second lien   11.00% (L + 9.75%/Q)     7/11/2020     13.21 %       10,013  

3811 Dixon Street

                                     

Des Moines, IA 50313

                                     

KeyPoint Government Solutions, Inc. 

  Federal Services   First lien   7.25% (L + 6.00%/Q)     11/13/2017     8.45 %       6,541  

1750 Foxtail Drive

                                     

Loveland, CO 80538

                                     

Kronos Incorporated

  Software   Second lien   9.75% (L + 8.50%/Q)     4/30/2020     11.34 %       39,084  

297 Billerica Road

                                     

Chelmsford, MA 01824

                                     

Learning Care Group (US), Inc. 

  Education   Subordinated   15.00% PIK/S*     5/8/2020     16.28 %       4,371  

21333 Haggerty Road, Suite 300

  Education   Subordinated   15.00% PIK/S*     5/8/2020     17.24 %       800  

Novi, MI 48375

  Education   Warrants               0.40 %   561  

  Education   Warrants               1.69 %   2,384  
                                     

                                  8,116  
                                     

MailSouth, Inc. 

  Media   First lien -       12/14/2015             (266 )

5901 Highway 52 East

      Undrawn                              

Helena, AL 35080

                                     

McGraw-Hill Global Education Holdings, LLC

  Education   First lien   9.75%/S     4/1/2021     10.24 %       27,930  

2 Penn Plaza, 12th Floor

                                     

New York, NY 10121

                                     

McGraw-Hill School Education Holdings, LLC

  Education   First lien   6.25% (L + 5.00%/Q)     12/18/2019     7.59 %       2,011  

2 Penn Plaza, 12th Floor

                                     

New York, NY 10121

                                     

Meritas Schools Holdings, LLC

  Education   First lien   7.00% (L + 5.75%/Q)     6/25/2019     8.26 %       5,950  

630 Dundee Road, Suite 400

                                     

Northbrook, IL 60062

                                     

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

  Software   Second lien   11.00% (L + 9.50%/Q)     11/22/2018     12.45 %       33,383  

1500 Dexter Avenue North

                                     

Seattle, WA 98109

                                     

Packaging Coordinators, Inc.(10)

                                     

Packaging Coordinators Holdings, LLC

  Healthcare Products   Second lien   9.50% (L + 8.25%/Q)     11/10/2020     11.18 %       14,100  

3001 Red Lion Road

  Healthcare Products   Ordinary shares               0.63 %   755  

Philadelphia, PA 19114

                                     
                                     

                                  14,855  
                                     

Permian Tank & Manufacturing, Inc. 

  Energy   First lien   10.50%/S     1/15/2018     10.58 %       25,051  

2701 West Interstate 20

                                     

Odessa, TX 79760

                                     

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited**

  Software   Second lien   10.50% (L + 9.25%/Q)     7/30/2020     12.31 %       35,613  

87 Mary Street Walker House

                                     

George Town, Grand Cayman, Cayman Islands

                                     

Project Sunshine IV Pty Ltd**

  Media   First lien   8.00% (L + 7.00%/M)     2/28/2019     9.43 %       12,656  

222 Lonsdale Street

                                     

Melbourne, Victoria, Australia

                                     

Rocket Software, Inc. 

  Software   Second lien   10.25% (L + 8.75%/Q)     2/8/2019     11.38 %       31,081  

77 Fourth Avenue

                                     

Waltham, MA 02451

                                     

Sierra Hamilton LLC / Sierra Hamilton Finance, Inc. 

  Energy   First lien   12.25%/S     12/15/2018     12.83 %       25,688  

777 Post Oak Boulevard, Suite 400

                                     

Houston, TX 77056

                                     

Sophia Holding Finance LP / Sophia Holding Finance Inc. 

  Software   Subordinated   9.63%/S     12/1/2018     9.96 %       3,684  

4375 Fair Lakes Court

                                     

Fairfax, VA 22033

                                     

109


Name / Address of
Portfolio Company(1)
  Industry   Type of
Investment
  Interest Rate(2)   Maturity
Date
  Yield to
Maturity(3)
  Percent of
Class
Held(4)
  Fair Value  
 
   
   
   
   
   
   
  (in thousands)
 

SRA International, Inc. 

  Federal Services   First lien   6.50% (L + 5.25%/Q)     7/20/2018     8.02 %     $ 34,923  

4300 Fair Lakes Court

                                     

Fairfax, VA 22033

                                     

Storapod Holding Company, Inc. 

  Consumer Services   Warrants               10.08 %   530  

5585 Rio Vista Drive

                                     

Clearwater, FL 33760

                                     

Stratus Technologies Bermuda Holdings Ltd.(7)**

                                     

Stratus Technologies Bermuda Ltd. / Stratus Technologies, Inc. 

  Information Technology   First lien(6)   12.00%/S     3/29/2015     14.99 %       7,244  

111 Powdermill Road

  Information Technology   Ordinary shares               0.35 %   33  

Maynard, MA 01754

  Information Technology   Preferred shares               0.35 %   8  
                                     

                                  7,285  
                                     

Synarc-Biocore Holdings, LLC

  Healthcare Services   Second lien   9.25% (L + 8.25%/Q)     3/10/2022     11.30 %       2,475  

826 Newtown Yardley Road

                                     

Newtown, PA 18940

                                     

Tolt Solutions, Inc.(12)

  Business Services   First lien   7.00% (L + 6.00%/Q)     3/7/2019     8.12 %       15,000  

3350 Rutherford Road

  Business Services   First lien   12.00% (L + 11.00%/Q)     3/7/2019     13.45 %       15,000  

Taylors, SC 29687

                                     
                                     

                                  30,000  
                                     

Transtar Holding Company

  Distribution & Logistics   Second lien   10.00% (L + 8.75%/Q)     10/9/2019     11.69 %       28,017  

7350 Young Drive

                                     

Cleveland, OH 44146

                                     

UniTek Global Services, Inc. 

  Business Services   First lien   15.00% (L + 9.50%+     4/15/2018     17.39 %       25,291  

Gwynedd Hall

          4.00% PIK/M)*                          

1777 Sentry Parkway West, Suite 302

  Business Services   First lien   15.00% (L + 9.50%+     4/15/2018     17.39 %       6,123  

Blue Bell, PA 19422

          4.00% PIK/M)*                          

  Business Services   First lien   15.00% (L + 9.50%+ 4.00% PIK/M)*     4/15/2018     17.39 %       5,090  

  Business Services   Warrants(13)               5.01 %   1,867  
                                     

                                  38,371  
                                     

Vertafore, Inc. 

  Software   Second lien   9.75% (L + 8.25%/Q)     10/27/2017     9.96 %       10,216  

11724 NE 195th Street

                                     

Bothell, WA 98011

                                     

Vision Solutions, Inc. 

  Software   Second lien   9.50% (L + 8.00%/M)     7/23/2017     9.90 %       14,140  

15300 Barranca Parkway

                                     

Irvine, CA 92618

                                     

YP Holdings LLC(9)

                                     

2247 Northlake Parkway

                                     

Tucker, GA 30084

                                     

YP LLC

  Media   First lien   8.03% (Base Rate + 6.72%/M)(14)     6/4/2018     9.18 %       34,459  

YP Equity Investors LLC

  Media   Warrants               4.96 %   2,105  
                                     

                                  36,564  
                                     

Total Investments

                                $ 814,519  
                                     
                                     

(1)
NMF Holdings generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to LIBOR (L) or the Prime Rate (P) and which resets quarterly (Q), monthly (M), semi-annually (S) or annually (A). For each debt investment we have provided the current interest rate in effect as of March 31, 2014.

(3)
Assumes that all investments not on non-accrual are purchased at the adjusted cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). This calculation excludes the impact of existing leverage. Yield to Maturity at Cost uses the London Interbank Offered Rate ("LIBOR") curves at each quarter's respective end date.

(4)
Percent of class held is presented only for equity positions.

(5)
Investment is on non-accrual status.

(6)
Securities are registered under the Securities Act.

(7)
NMF Holdings holds investments in two related entities of Stratus Technologies Bermuda Holdings, Ltd. ("Stratus Holdings"). NMF Holdings directly holds ordinary and preferred equity in Stratus Holdings and has a credit investment in the joint issuers of Stratus Technologies Bermuda Ltd. ("Stratus Bermuda") and Stratus Technologies, Inc. ("Stratus U.S."), collectively, the "Stratus Notes". Stratus U.S. is a wholly-owned subsidiary of Stratus Bermuda, which in turn is a wholly-owned subsidiary of Stratus Holdings. Stratus Holdings is the parent guarantor of the credit investment of the Stratus Notes.

(8)
NMF Holdings holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.

(9)
NMF Holdings holds investments in two related entities of YP Holdings LLC. NMF Holdings directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP Intermediate Holdings Corp. and YP Intermediate Holdings II LLC (together "YP Intermediate"), a subsidiary of YP Holdings LLC.

(10)
NMF Holdings holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. NMF Holdings has a credit investment in Packaging Coordinators, Inc. and holds ordinary equity in Packaging Coordinators Holdings, LLC, a wholly- owned subsidiary of Packaging Coordinators, Inc.

110


(11)
NMF Holdings holds investments in ATI Acquisition Company and Ancora Acquisition LLC. NMF Holdings has credit investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. NMF Holdings received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.

(12)
NMF Holdings holds two first lien investments in Tolt Solutions, Inc. The credit investment with an interest rate at base rate + 6.00% is structured as a first lien first out credit investment. The credit investment with an interest rate at base rate + 11.00% is structured as a first lien last out credit investment.

(13)
NMF Holdings holds 1,014,451 warrants in UniTek Global Services, Inc., which represents a 4.41% equity ownership on a fully diluted basis.

(14)
The base rate and spread is a blended interest rate. The base rate is determined by reference to both LIBOR and Prime Rate.

*
All or a portion of interest contains payments-in-kind ("PIK").

**
Indicates assets that NMF Holdings deems to be "non- qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of NMF Holdings' total assets at the time of acquisition of any additional non-qualifying assets.

        As of March 31, 2014, NMF Holdings had no single investment that represented greater than 5.0% of our total assets.

111



NMF SLF PORTFOLIO COMPANIES

        The following table sets forth certain information as of March 31, 2014, for each portfolio company in which NMF SLF had a debt investment. We do not "control" nor are we an "affiliate" of any of NMF SLF's portfolio companies, each as defined in the 1940 Act. In general, under the 1940 Act, we would "control" a portfolio company if we owned more than 25.0% of its voting securities and would be an "affiliate" of a portfolio company if we owned five percent or more of its voting securities.

Name / Address of
Portfolio Company(1)
  Industry   Type of
Investment
  Interest Rate(2)   Maturity
Date
  Yield to
Maturity
at Cost(3)(3)
  Percent of
Class
Held(4)
  Fair Value  
 
   
   
   
   
   
   
  (in thousands)
 

American Pacific Corporation**

  Specialty Chemicals and   First lien   7.00% (L + 6.00%/M)     2/27/2019     8.30 %     $ 16,180  

3883 Howard Hughes Parkway,

  Materials                                  

Suite 700

                                     

Las Vegas, NV 89169

                                     

ARSloane Acquisition, LLC

  Business Services   First lien   7.50% (L + 6.25%/Q)     10/1/2019     8.85 %       20,037  

1 Elmcroft Road

                                     

Stamford, CT 06926

                                     

Ascend Learning, LLC

  Education   First lien   6.00% (Base     7/31/2019     7.30 %       15,187  

5 Wall Street

          Rate + 5.00%/Q)(6)                          

Burlington, MA 01803

                                     

Aspen Dental Management, Inc

  Healthcare Services   First lien   7.00% (L + 5.50%/Q)     10/6/2016     7.73 %       21,089  

281 Sanders Creek Parkway

                                     

East Syracuse, NY 13057

                                     

Confie Seguros Holding II Co. 

  Consumer Services   Second lien   10.25% (L + 9.00%/M)     5/8/2019     11.68 %       15,016  

7711 Center Avenue, Suite 200

                                     

Huntington Beach, CA 92647

                                     

Education Management LLC**

  Education   First lien   8.25% (L + 7.00%/Q)     3/30/2018     9.71 %       4,665  

210 Sixth Avenue, 33rd Floor

                                     

Pittsburgh, PA 15222

                                     

eResearchTechnology, Inc. 

  Healthcare Services   First lien   6.00% (L + 4.75%/Q)     5/2/2018     7.69 %       19,824  

1818 Market Street, Suite 1000

                                     

Philadelphia, PA 19103

                                     

First American Payment Systems, L.P. 

  Business Services   Second lien   10.75% (L + 9.50%/M)     4/12/2019     12.45 %       20,200  

100 Throckmorton Street, Suite 1800

                                     

Fort Worth, TX 76102

                                     

Harley Marine Services, Inc. 

  Distribution & Logistics   Second lien   10.50% (L + 9.25%/Q)     12/20/2019     12.37 %       8,910  

910 SW Spokane Street

                                     

Seattle, WA 98134

                                     

Immucor, Inc. 

  Healthcare Services   Subordinated(5)   11.13%/S     8/15/2019     11.87 %       3,405  

3130 Gateway Drive

                                     

Norcross, GA 30091

                                     

Insight Pharmaceuticals LLC

  Healthcare Products   Second lien   13.25% (L + 11.75%/M)     8/25/2017     15.26 %       19,117  

1170 Wheeler Way, Suite 150

                                     

Langhorne, PA 19407

                                     

JHCI Acquisition, Inc. 

  Distribution & Logistics   First lien   7.00% (L + 5.75%/M)     7/11/2019     8.38 %       19,553  

3811 Dixon Street

                                     

Des Moines, IA 50313

                                     

KeyPoint Government Solutions, Inc. 

  Federal Services   First lien   7.25% (L + 6.00%/Q)     11/13/2017     8.45 %       19,719  

1750 Foxtail Drive

                                     

Loveland, CO 80538

                                     

LM U.S. Member LLC (and LM U.S. Corp Acquisition Inc.)

  Business Services   Second lien   9.50% (L + 8.25%/Q)     10/26/2020     11.27 %       20,363  

1500 City West Boulevard, Suite 600

                                     

Houston, TX 77042

                                     

MailSouth, Inc. 

  Media   First lien   6.76% (Base     12/14/2016     8.74 %       15,951  

5901 Highway 52 East

          Rate + 4.96%/Q)(6)                          

Helena, AL 35080

                                     

McGraw-Hill Global Education Holdings, LLC

  Education   First lien   5.75% (L + 4.75%/Q)     3/22/2019     7.48 %       15,086  

2 Penn Plaza, 12th Floor

                                     

New York, NY 10121

                                     

McGraw-Hill School Education Holdings, LLC

  Education   First lien   6.25% (L + 5.00%/Q)     12/18/2019     7.59 %       20,115  

2 Penn Plaza, 12th Floor

                                     

New York, NY 10121

                                     

Meritas Schools Holdings, LLC

  Education   First lien   7.00% (L + 5.75%/Q)     6/25/2019     8.26 %       20,049  

630 Dundee Road, Suite 400

                                     

Northbrook, IL 60062

                                     

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

  Software   First lien   7.25% (L + 5.75%/Q)     11/22/2017     8.22 %       6,571  

1500 Dexter Avenue North

                                     

Seattle, WA 98109

                                     

Physio-Control International, Inc. 

  Healthcare Products   First lien   9.88%/S     1/15/2019     10.25 %       7,499  

11811 Willows Road NE

                                     

Redmond, WA 98052

                                     

Smile Brands Group Inc. 

  Healthcare Services   First lien   7.50% (L + 6.25%/Q)     8/16/2019     8.92 %       14,495  

8105 Irvine Center Drive, Suite 1500

                                     

Irvine, CA 92618

                                     

Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)

  Federal Services   First lien   7.50% (L + 6.00%/Q)     4/21/2017     8.40 %       9,027  

112


Name / Address of
Portfolio Company(1)
  Industry   Type of
Investment
  Interest Rate(2)   Maturity
Date
  Yield to
Maturity
at Cost(3)(3)
  Percent of
Class
Held(4)
  Fair Value  
 
   
   
   
   
   
   
  (in thousands)
 

2121 Cooperative Way, Suite 400

                                     

Herndon, VA 20171

                                     

St. George's University Scholastic Services LLC

  Education   First lien   8.50% (L + 7.00%/Q)     12/20/2017     9.62 %     $ 16,078  

3500 Sunrise Highway, Building 300

                                     

Great River, NY 11739

                                     

Virtual Radiologic Corporation

  Healthcare Information   First lien   7.25% (Base     12/22/2016     7.54 %       8,455  

11995 Singletree Lane, Suite 500

  Technology       Rate + 5.50%/Q)(6)                          

Eden Prairie, MN 55344

                                     

Vitera Healthcare Solutions, LLC

  Software   First lien   6.00% (L + 5.00%/Q)     11/4/2020     7.67 %       1,991  

4301 West Boy Scout Boulevard,

  Software   Second lien   9.25% (L + 8.25%/Q)     11/4/2021     11.35 %       7,105  

Suite 800

                                     

Tampa, FL 33607

                                     
                                     

                                  9,096  
                                     

Total Investments

                                $ 365,687  
                                     
                                     

(1)
NMF Holdings generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to LIBOR (L) or the Prime Rate (P) and which resets quarterly (Q) or monthly (M). For each debt investment we have provided the current interest rate in effect as of March 31, 2014.

(3)
Assumes that all investments not on non-accrual are purchased at the adjusted cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date). This calculation excludes the impact of existing leverage. Yield to Maturity at Cost uses the London Interbank Offered Rate ("LIBOR") curves at each quarter's respective end date.

(4)
Percent of class held is presented only for equity positions.

(5)
Securities are registered under the Securities Act.

(6)
The base rate and spread is a blended interest rate. The base rate is determined by reference to both LIBOR and Prime Rate.

**
Indicates assets that NMF Holdings deems to be "non- qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of NMF Holdings' total assets at the time of acquisition of any additional non-qualifying assets.

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MANAGEMENT

Board of Directors and Executive Officers

        Our business and affairs are managed under the direction of our board of directors. Our board of directors appoints our officers, who serve at the discretion of our board of directors. Our board of directors has an audit committee, a nominating and corporate governance committee, a valuation committee and a compensation committee and may establish additional committees from time to time as necessary.

        Our board of directors consists of seven members, four of whom are classified under applicable NYSE listing standards as "independent" directors and under Section 2(a)(19) of the 1940 Act as non-interested persons. Pursuant to our governing documents, our directors are divided into three classes. Each class of directors will hold office for a three-year term. However, the initial members of the three classes have initial terms of one, two and three years, respectively. At each annual meeting of our stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Our governing documents also give our board of directors sole authority to appoint directors to fill vacancies that are created either through an increase in the number of directors or due to the resignation, removal or death of any director.

Directors

        Information regarding our board of directors is set forth below. The directors have been divided into two groups—independent directors and interested directors. Interested directors are "interested persons" of NMFC as defined in Section 2(a)(19) of the 1940 Act. The address for each director is c/o New Mountain Finance Corporation, 787 Seventh Avenue, 48th Floor, New York, New York 10019.

Name
  Age   Position   Director Since   Expiration of Term  

Independent Directors

                       

David Ogens

    60   Director     2010     2015  

Alfred F. Hurley, Jr. 

    59   Director     2010     2016  

Kurt J. Wolfgruber

    63   Director     2010     2017  

David R. Malpass

    58   Director     2012     2017  

Interested Directors

                       

Steven B. Klinsky

    58   Chairman of the Board of Directors     2010     2017  

Robert A. Hamwee

    44   Chief Executive Officer and Director     2010     2016  

Adam B. Weinstein

    35   Executive Vice President and Chief Administrative Officer     2012     2015  

Executive Officers Who Are Not Directors

        Information regarding our executive officers who are not directors is set forth below.

Name
  Age   Position

Paula Bosco

    41   Chief Compliance Officer, Chief Regulatory Counsel and Corporate Secretary

David Cordova

    33   Chief Financial Officer and Treasurer

John R. Kline

    38   Executive Vice President and Chief Operating Officer

        The address for each executive officer is c/o New Mountain Finance Corporation, 787 Seventh Avenue, 48th Floor, New York, New York 10019.

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Biographical Information

Directors

        Each of our directors has demonstrated high character and integrity, superior credentials and recognition in his respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of our directors also has sufficient time available to devote to our affairs, is able to work with the other members of the board of directors and contribute to our success and can represent the long-term interests of our stockholders as a whole. We have selected our current directors to provide a range of backgrounds and experience to our board of directors. Set forth below is biographical information for each director, including a discussion of the director's particular experience, qualifications, attributes or skills that led us to conclude, as of the date of this prospectus, that the individual should serve as a director, in light of our business and structure.

Independent Directors

        David Ogens has been a director of NMFC since November 2010. Mr. Ogens has served as the President and a Director of Med Inc. since 2011, a company that provides complex rehabilitation services to patients with serious muscular/neuro diseases. Previously, Mr. Ogens served as Senior Managing Director and Head of Investment Banking at Leerink Swann LLC, a specialized healthcare investment bank focused on emerging growth healthcare companies, from 2005 to 2009. Prior to serving at Leerink Swann LLC, Mr. Ogens was Chairman and Co-Founder of SCS Financial Services, LLC, a private wealth management firm. Before co-founding SCS Financial Services, LLC in 2002, Mr. Ogens was a Managing Director in the Investment Banking Division of Goldman, Sachs & Co, where he served as a senior investment banker and a head of the High Technology Investment Banking Group. Mr. Ogens received his Bachelor of Arts ("B.A." or "A.B.") and Master of Business Administration ("M.B.A.") from the University of Virginia.

        Mr. Ogens brings his experience in wealth management and investment banking, including experience with debt issuances, as well as industry-specific expertise in the healthcare industry to our board of directors. This background positions Mr. Ogens well to serve as our director.

        Kurt J. Wolfgruber has been a director of NMFC since November 2010, and is currently a private investor. Mr. Wolfgruber served as President of OppenheimerFunds, Inc., an investment management company, from March 2007 until his departure in May of 2009, during which time he was responsible for OppenheimerFunds, Inc.'s Retail and Wealth Management business units. During such period, Mr. Wolfgruber also served as Chief Investment Officer, overseeing the direction of OppenheimerFunds, Inc.'s investment organization and directing the underlying investment process. Mr. Wolfgruber joined OppenheimerFunds, Inc. in April 2000 as Senior Investment Officer and Director of Domestic Equities, in which position he was responsible for the investment process of the assets managed by OppenheimerFunds, Inc.'s Domestic Equity Portfolio teams. In 2003, Mr. Wolfgruber was named Executive Vice President and Chief Investment Officer of OppenheimerFunds, Inc. with oversight responsibilities for all investment functions including equity and fixed income research and portfolio management, trading and risk management. Prior to joining OppenheimerFunds, Inc., Mr. Wolfgruber spent 26 years at JPMorgan Investment Management in various research, portfolio management and management leadership roles. Mr. Wolfgruber received his B.A. in Economics from Ithaca College and his M.B.A. from the University of Virginia. He is also a Chartered Financial Analyst.

        Mr. Wolfgruber brings experience in portfolio management and his abilities as a chartered financial analyst to our board of directors. This background positions Mr. Wolfgruber well to serve as our director.

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        Alfred F. Hurley, Jr. has been a director of NMFC since November 2010. He was a Vice Chairman of Emigrant Bank and Emigrant Bancorp (collectively, the "Bank") from 2007 and 2009, respectively, to December 2012 and is now a consultant to the Bank. His responsibilities at the Bank included advising the Bank's CEO on acquisitions and divestitures, asset/liability management, and new products. In addition, he was the Chairman of the Bank's Credit and Risk Management Committee and the Bank's acting Chief Risk Officer until January 2012. Before joining the Bank, Mr. Hurley was the Chief Executive Officer of M. Safra & Co., a private money management firm, from 2004 to 2007. Prior to joining M. Safra & Co., Mr. Hurley worked at Merrill Lynch ("ML") from 1976 to 2004. His most recent management positions included serving as Senior Vice President of ML & Co. and Head of Global Private Equity Investing, Managing Director and Head of Japan Investment Banking and Capital Markets, Managing Director and Co-Head of the Global Manufacturing and Services Group, and Managing Director and Head of the Global Automotive Aerospace and Transportation Group. As part of the management duties described above, he was a member of the Corporate and Institutional Client Group ("CICG") Executive Committee which had global responsibility for the firm's equity, debt, investment banking and private equity businesses, a member of the Japan CICG Executive Committee, and a member of the Global Investment Banking Management and Operating Group Committees. Mr. Hurley is also a member of the board of directors of Merrill Corporation, which is a privately held company, where he serves as Chairman of the Compensation and Governance Committee and as a member of the Audit Committee. Mr. Hurley graduated from Princeton University with an A.B. in History, cum laude.

        Mr. Hurley brings his experience in risk management as well as his experience in the banking and money management industries to our board of directors. This background positions Mr. Hurley well to serve as our director.

        David R. Malpass has been a director of NMFC since July 2012. He is currently president of Encima Global, an economic research and consulting firm serving institutional investors and corporate clients. His work provides insight and analysis on global economic and political trends, with investment research spanning equities, fixed income, commodities and currencies. Before founding Encima Global, LLC in 2008, Mr. Malpass served as Bear Stearns' chief economist and Senior Managing Director from 1993 to 2008. Between February 1984 and January 1993, Mr. Malpass held economic appointments during the Reagan and Bush Administrations. He was Deputy Assistant Treasury Secretary for Developing Nations, a Deputy Assistant Secretary of State, Republican Staff Director of Congress's Joint Economic Committee, and Senior Analyst for Taxes and Trade at the Senate Budget Committee. From 1977 to 1983, Mr. Malpass worked in Portland, Oregon as a Certified Public Accountant with Arthur Andersen's systems consulting group, the Controller at Consolidated Supply Co., and a contract administrator at Esco Corporation, a steel foundry. Mr. Malpass also has served on the board of directors of various UBS closed-end mutual funds since May 2014. Mr. Malpass authors the Current Events column in Forbes magazine, and his opinion pieces appear regularly in the Wall Street Journal. Mr. Malpass received a bachelor's degree in physics from Colorado College and a M.B.A. from the University of Denver. In addition to this, he studied international economics at Georgetown University's School of Foreign Service.

        Mr. Malpass brings his experience in global economics and research to our board of directors. This background positions Mr. Malpass well to serve as our director.

Interested Directors

        Steven B. Klinsky has served as Chairman of the board of directors of NMFC since July 2010. Mr. Klinsky is the Founder of New Mountain Capital and has served as New Mountain Capital's Chief Executive Officer since its inception in 1999. Prior to 1999, Mr. Klinsky served as a General Partner and an Associate Partner with Forstmann Little & Co. and co-founded Goldman, Sachs & Co.'s Leveraged Buyout Group. He currently serves on the board of directors of Gary Klinsky Children

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Centers, Private Equity Growth Capital Council, Victory Education Partners, SNL Financial LC, Avantor Performance Materials Holdings, Inc., IRI Group Holdings, Inc., Inmar, Inc., and Overland Solutions, Inc., and during the five years prior to the date of this document has served on the board of directors of Oakleaf Global Holdings, Inc., Connextions, Inc., Apptis, Inc., MailSouth, Inc., National Medical Health Card Systems, Inc., RedPrairie Holding, Inc. and Deltek, Inc. Mr. Klinsky received his B.A. in Economics and Political Philosophy from the University of Michigan. He received his M.B.A. from Harvard Business School and his J.D. from Harvard Law School.

        From his experience as an executive or director of public and private companies of financial advisory and private equity companies, Mr. Klinsky brings broad financial advisory and investment management expertise to the board of directors. Mr. Klinsky's intimate knowledge of our business and operations, as a Managing Director and Founder and Chief Executive Officer of New Mountain Capital and his experience as a board member or chairman of other publicly-held companies, positions him well to serve as a chairman of our board of directors.

        Robert A. Hamwee has served on the board of directors of NMFC since July 2010. Mr. Hamwee has served as NMFC's Chief Executive Officer since July 2010 and President since March 2011. Mr. Hamwee has also served as a Managing Director of New Mountain Capital since 2008. Prior to joining New Mountain Capital, Mr. Hamwee served as a Senior Executive of GSC Group Inc. ("GSC"), a leading institutional investment manager of alternative assets, where he had day-to-day responsibility for managing GSC's control distressed debt funds from 1999 to 2008. Prior to 1999, Mr. Hamwee held various positions at Greenwich Street Capital Partners, the predecessor to GSC, and with The Blackstone Group. Mr. Hamwee has chaired numerous Creditor Committees and Bank Steering Groups, and was formerly a director of a number of public and private companies, including Envirosource, Purina Mills, and Viasystems. Mr. Hamwee received his Bachelor of Business Administration ("B.B.A.") in Finance and Accounting from the University of Michigan.

        Mr. Hamwee's depth of experience in managerial operational positions in investment management and financial services and as a member of other corporate boards of directors, as well as his intimate knowledge of our business and operations, provides our board of directors valuable industry- and company-specific knowledge and expertise.

        Adam B. Weinstein has served on the board of directors of NMFC since July 2012. Mr. Weinstein has served as our Executive Vice President and Chief Administrative Officer since January 2013 and previously served as our Chief Financial Officer and Treasurer from July 2010. Mr. Weinstein also serves as a Managing Director and Co-Chief Financial Officer of New Mountain Capital and has been in various roles since joining in 2005. Prior to joining New Mountain Capital in 2005, Mr. Weinstein was a Manager at Deloitte & Touche, LLP and worked in that firm's merger and acquisition and private equity investor services areas. Mr. Weinstein sits on a number of boards of directors for professional and non-profit organizations. Mr. Weinstein received his B.S. from Binghamton University, is a member of the AICPA and is a New York State Certified Public Accountant.

        Mr. Weinstein brings his industry-specific expertise and background in accounting to our board of directors. This background positions Mr. Weinstein well to serve as our director.

Executive Officers Who Are Not Directors

        Paula Bosco has served as Chief Compliance Officer and Corporate Secretary of NMFC since July 2010. Ms. Bosco has served as our Chief Regulatory Counsel since February 2013. Ms. Bosco serves as a Managing Director, Chief Regulatory Counsel and Chief Compliance Officer of New Mountain Capital and has been in various roles since joining in 2009. Prior to joining New Mountain Capital in 2009, Ms. Bosco served as the Chief Compliance Officer for the advisory division of Lehman Brothers Inc. from 2007 to 2009. From 2005 to 2007, Ms. Bosco served as Senior Vice President and Assistant Director of International & Investment Advisory Services Compliance at Citigroup Global

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Markets, Inc. Prior to that, Ms. Bosco held a number of senior legal and regulatory compliance positions with investment banks and financial regulators, as well as with a large New York City law firm. Ms. Bosco received her B.A. in Political Science from the State University of New York, her J.D. from the City University of New York School of Law and her M.B.A. in Finance/Investment Management from Pace University. She is admitted to practice law in the U.S. District Court, Eastern and Southern Districts of New York, and the U.S. Court of Appeals, Second Circuit.

        David Cordova has served as Chief Financial Officer and Treasurer of NMFC since January 2013. Mr. Cordova joined NMFC as the BDC Finance Director in 2012. Prior to joining New Mountain Capital, he worked for Starwood Property Trust, Inc., an externally managed mortgage REIT of Starwood Capital Group, as Manager of Financial Reporting. Before joining Starwood in 2010, Mr. Cordova worked in Ernst & Young's Audit and Assurance practice from 2005 to 2010. Mr. Cordova received a B.A. in Accounting from James Madison University and a M.B.A. with concentrations in finance and economics from New York University's Leonard N. Stern School of Business.

        John R. Kline has served as an Executive Vice President and Chief Operating Officer of NMFC since January 2013. Mr. Kline also serves as a Managing Director of New Mountain Capital. Prior to joining New Mountain Capital in 2008, he worked at GSC Group Inc. from 2001 to 2008 as an investment analyst and trader for GSC Group Inc.'s control distressed and corporate credit funds. From 1999 to 2001, Mr. Kline was with Goldman, Sachs & Co. where he worked in the Credit Risk Management and Advisory Group. Mr. Kline received an A.B. degree in History from Dartmouth College.


Board Leadership Structure

        Our board of directors monitor and perform an oversight role with respect to our business and affairs, compliance with regulatory requirements and the services, expenses and performance of our service providers. Among other things, board of directors approve the appointment of the Administrator and officers, review and monitor the services and activities performed by the Administrator and officers and approve the engagement, and review the performance of, our independent public accounting firm.

        Under our bylaws, our board of directors may designate a chairman to preside over the meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board of directors. We do not have a fixed policy as to whether the chairman of the board of directors should be an independent director and believe that we should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in our best interests and our stockholders at such times.

        Mr. Klinsky currently serves as the chairman of our board of directors. Mr. Klinsky is an "interested person" of NMFC as defined in Section 2(a)(19) of the 1940 Act because he is a Managing Director, Founder and Chief Executive Officer of New Mountain Capital, serves on the investment committee of the Investment Adviser and is the managing member of the sole member of the Investment Adviser. We believe that Mr. Klinsky's history with New Mountain Capital, familiarity with our investment objectives and investment strategy, and extensive knowledge of the financial services industry and the investment valuation process in particular qualify him to serve as the chairman of our board of directors. We believe that, at present, we are best served through this leadership structure, as Mr. Klinsky's relationship with the Investment Adviser and New Mountain Capital, provides an effective bridge and encourages an open dialogue between our management and our board of directors, ensuring that all groups act with a common purpose.

        Our board of directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is chairman of the

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board of directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of audit, valuation, nominating and corporate governance and compensation committees comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

        We recognize that different board leadership structures are appropriate for companies in different situations. We intend to re-examine their corporate governance policies on an ongoing basis to ensure that they continue to meet their needs.


Board of Directors' Role In Risk Oversight

        Our board of directors performs its risk oversight function primarily through (1) its four standing committees which report to the board of directors, each of which are comprised solely of independent directors and (2) active monitoring by our chief compliance officer and our compliance policies and procedures.

        Our audit committee, valuation committee, nominating and corporate governance committee and compensation committee assist our board of directors in fulfilling its risk oversight responsibilities. The audit committee's risk oversight responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance and accounting, and audits of our financial statements, including the independence of our independent auditors. The valuation committee is responsible for making recommendations in accordance with the valuation policies and procedures adopted by our board of directors, reviewing valuations and any reports of independent valuation firms, confirming that valuations are made in accordance with the valuation policies of our board of directors and reporting any deficiencies or violations of such valuation policies to our board of directors on at least a quarterly basis, and reviewing other matters that our board of directors or the valuation committee deems appropriate. The nominating and corporate governance committee's risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders, developing and recommending to the board of directors a set of corporate governance principles and overseeing the evaluation of the board of directors and our management. The compensation committee is responsible for periodically reviewing director compensation and recommending any appropriate changes to our board of directors. In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the compensation committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation.

        Our board of directors performs its risk oversight responsibilities with the assistance of our chief compliance officer. The board of directors quarterly reviews a written report from the chief compliance officer discussing the adequacy and effectiveness of our compliance policies and procedures and our service providers. The chief compliance officer's quarterly report addresses at a minimum:

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        In addition, the chief compliance officer meets separately in executive session with the independent directors at least once each year.

        We believe that our board of directors' role in risk oversight is effective, and appropriate given the extensive regulation to which we are subject as a BDC. We are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited because our asset coverage must equal at least 200.0% immediately after we incur indebtedness, we generally have to invest at least 70.0% of our total assets in "qualifying assets" and are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an investment.

        We recognize that different board of director roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manner in which the board of directors administers its oversight function on an ongoing basis to ensure that its continues to meet our needs.


Committees of the Board of Directors

        Our board of directors has established an audit committee, a nominating and corporate governance committee, a valuation committee and a compensation committee. The members of each committee have been appointed by our board of directors and serve until their successor is elected and qualifies, unless they are removed or resign. During 2013, our board of directors held eight board of directors meetings, five audit committee meetings, three nominating and corporate governance committee meetings, eight valuation committee meetings and two compensation committee meetings. All directors attended at least 75.0% of the aggregate number of meetings of the board of directors and of the respective committees on which they serve. We require each director to make a diligent effort to attend all board and committee meetings as well as each annual meeting of our stockholders.

Audit Committee

        The audit committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.newmountainfinance.com. The charter sets forth the responsibilities of the audit committee. The audit committee is responsible for recommending the selection of, engagement of and discharge of our independent auditors, reviewing the plans, scope and results of the audit engagement with the independent auditors, approving professional services provided by the independent auditors (including compensation therefore), reviewing the independence of the independent auditors and reviewing the adequacy of our internal controls over financial reporting. The members of the audit committee are Alfred F. Hurley, Jr., David R. Malpass, David Ogens and Kurt J. Wolfgruber, each of whom is not an interested person of NMFC for purposes of the 1940 Act and is independent for purposes of the NYSE's corporate governance listing standards. Kurt J. Wolfgruber serves as the chairman of the audit committee, and our board of directors has determined that Alfred F. Hurley, Jr., David Ogens and Kurt J. Wolfgruber are "audit committee financial experts" as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act, and that each of them meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act.

Nominating and Corporate Governance Committee

        The nominating and corporate governance committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.newmountainfinance.com. The charter sets forth the responsibilities of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for determining criteria for service on the board of directors, identifying, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on our board of directors

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or committees of the board of directors, developing and recommending to the board of directors a set of corporate governance principles and overseeing the self-evaluation of the board of directors and its committees and evaluation of our management. The nominating and corporate governance committee considers nominees properly recommended by our stockholders. The members of the nominating and corporate governance committee are Alfred F. Hurley, Jr., David R. Malpass, David Ogens and Kurt J. Wolfgruber, each of whom is not an interested person of NMFC for purposes of the 1940 Act and is independent for purposes of the NYSE's corporate governance listing standards. Alfred F. Hurley, Jr. serves as the chairman of the nominating and corporate governance committee.

        The nominating and corporate governance committee seek candidates who possess the background, skills and expertise to make a significant contribution to the board of directors, us and our stockholders. In considering possible candidates for election as a director, the nominating and corporate governance committee takes into account, in addition to such other factors as they deem relevant, the desirability of selecting directors who:

        The nominating and corporate governance committee has not adopted formal policies with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the nominating and corporate governance committee considers and discusses diversity, among other factors, with a view toward the need of the board of directors as a whole. The nominating and corporate governance committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the board of directors, when identifying and recommending director nominees. The nominating and corporate governance committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the nominating and corporate governance committee's goal of creating a board of directors that best serves our needs and the interest of our stockholders.

Valuation Committee

        The valuation committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.newmountainfinance.com. The charter set forth the responsibilities of the valuation committee. The valuation committee is responsible for making recommendations in accordance with the valuation policies and procedures adopted by our board of directors, reviewing valuations and any reports of independent valuation firms, confirming that valuations are made in accordance with the valuation policies of our board of directors and reporting any deficiencies or violations of such valuation policies to our board of directors on at least a quarterly basis, and reviewing other matters that our board of directors or the valuation committee deems appropriate. The valuation committee is composed of Alfred F. Hurley, Jr., David R. Malpass, David Ogens and Kurt J. Wolfgruber, each of whom is not an interested person of NMFC for purposes of the 1940 Act and is independent for purposes of the NYSE's corporate governance listing standards. David Ogens serves as chairman of the valuation committee.

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Compensation Committee

        The compensation committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.newmountainfinance.com. The charter sets forth the responsibilities of the compensation committee. The compensation committee is responsible for periodically reviewing director compensation and recommending any appropriate changes to the board of directors. In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the compensation committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation. Lastly, the compensation committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directors on our executive compensation practices and policies. The compensation committee has the authority to engage compensation consultants and to delegate its duties and responsibilities to a member or to a subcommittee of the compensation committees. The compensation committee is composed of Alfred F. Hurley, Jr., David R. Malpass, David Ogens and Kurt J. Wolfgruber, each of whom is not an interested person of NMFC for purposes of the 1940 Act and is independent for purposes of the NYSE's corporate governance listing standards. Alfred F. Hurley, Jr. serves as chairman of the compensation committee.


Compensation of Directors

        The following table sets forth the compensation of our directors for the year ended December 31, 2013.

Name
  Fees
Paid in
Cash(1)
  All Other
Compensation(2)
  Total  

Interested Directors

                   

Steven B. Klinsky

             

Robert A. Hamwee

             

Adam B. Weinstein

             

Independent Directors

                   

David Ogens

  $ 103,000       $ 103,000  

Alfred F. Hurley, Jr. 

  $ 96,000       $ 96,000  

Kurt J. Wolfgruber

  $ 99,000       $ 99,000  

David R. Malpass

  $ 94,000       $ 94,000  

(1)
For a discussion of the independent directors' compensation, see below.

(2)
We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors

        Prior to October 1, 2013, our independent directors received an annual retainer fee of $75,000 and further received a fee of $2,500 for each regularly scheduled board of directors meeting and a fee of $1,000 for each special board of directors meeting as well as reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with attending each board of directors meeting. Effective October 1, 2013, our independent directors receive an annual retainer fee of $85,000 and further receive a fee of $2,500 for each regularly scheduled board of directors meeting and a fee of $1,000 for each special board of directors meeting as well as reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with attending each board of directors meeting. In addition, the chairman of the audit committee receives an annual retainer of $7,500, while the chairman of the valuation committee, the chairman of the compensation committee and the

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chairman of the nominating and corporate governance committee receive annual retainers of $5,000, $1,000 and $1,000, respectively. No compensation is paid to directors who are interested persons of NMFC as defined in the 1940 Act.


Compensation of Executive Officers

        None of our executive officers receive direct compensation from us. We do not engage any compensation consultants. The compensation of the principals and other investment professionals of the Investment Adviser is paid by the Investment Adviser. Compensation paid to our chief financial officer and chief compliance officer is set by the Administrator and is subject to reimbursement by us of the allocable portion of such compensation for services rendered to us.


Indemnification Agreements

        We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide the directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director who is a party to the agreement, or an Indemnitee, including the advancement of legal expenses, if, by reason of his corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

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PORTFOLIO MANAGEMENT

        The management of our investment portfolio is the responsibility of the Investment Adviser and the Investment Committee, which currently consists of Steven B. Klinsky, Robert A. Hamwee, Adam Collins, Douglas Londal and John Kline. We consider Mr. Hamwee to be our portfolio manager. The Investment Committee is responsible for approving all of our investment purchases above $5.0 million. The Investment Committee also monitors investments in our portfolio and approves all asset dispositions above $5.0 million. Purchases and dispositions below $5.0 million may be approved by our Chief Executive Officer. These approval thresholds are subject to change over time.


Investment Personnel

        As of March 31, 2014, the Investment Adviser was supported by approximately 100 New Mountain Capital staff members, including approximately 60 investment professionals. These individuals, in addition to the Investment Committee, are primarily responsible for the day-to-day management of our portfolio. The Investment Adviser may retain additional investment professionals, based upon its needs.

        Below are the biographies for selected senior investment professionals of the Investment Adviser, whose biographies are not included elsewhere in this prospectus. For more information regarding the business experience of Messrs. Klinsky and Hamwee, see "Management—Biographical Information—Directors—Interested Directors".

        Adam J. Collins serves on the Investment Adviser's investment committee and serves as Chief Financial Officer and a Managing Director of New Mountain Capital. Prior to joining New Mountain Capital in 2001, Mr. Collins worked at Goldman, Sachs & Co. from 1996 to 2000 in the controllers group and in 2001 in the Real Estate Principal Investment area. Prior to 1996, Mr. Collins worked at KPMG from 1994 to 1996. Mr. Collins received his B.S. in Accounting from Babson College.

        Douglas F. Londal serves on the Investment Adviser's investment committee and serves as President, Chief Operating Officer and a Managing Director of New Mountain Capital. Prior to joining New Mountain Capital in 2004, Mr. Londal held various positions within Goldman, Sachs & Co. from 1991 to 2004, including serving as a Managing Director in the Principal Investment Area and as a member of the Mergers & Acquisitions Department. While in the Principal Investment Area, Mr. Londal held various positions including co-head of Merchant Banking in the Americas and co-head of the Mezzanine investing effort in the Americas. Mr. Londal serves on the board of directors of Inmar, Inc., NuSil Technology LLC and Valet Waste Holdings, Inc. Mr. Londal received his B.A. in Economics from the University of Michigan. He received his M.B.A. from the University of Chicago Graduate School of Business.

        James W. Stone III has served as a Director of New Mountain Capital since 2011. Prior to joining New Mountain Capital, he worked for The Blackstone Group as a Managing Director of GSO Capital Partners. At Blackstone, Mr. Stone was responsible for originating, evaluating, executing and monitoring various senior secured and mezzanine debt investments across a variety of industries. Before joining Blackstone in 2002, Mr. Stone worked as a Vice President in Lehman Brothers' Communications and Media Group and as a Vice President in UBS Warburg's Leveraged Finance Department. Prior to that, Mr. Stone worked at Nomura Securities International, Inc. with the team that later founded Blackstone's corporate debt investment unit. Mr. Stone received a B.S. in Mathematics and Physics from The University of the South and an M.B.A. with concentrations in finance and accounting from The University of Chicago's Graduate School of Business.

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        The table below shows the dollar range of shares of our common stock beneficially owned by our portfolio manager.

Name of Portfolio Manager
  Dollar Range of
Equity Securities
of NMFC(1)(2)
 

Robert A. Hamwee

    over $1,000,000  

(1)
The dollar range of equity securities beneficially owned in NMFC is based on the closing price for NMFC's common stock of $14.37 on June 23, 2014 on the NYSE. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)
The dollar range of equity securities beneficially owned are: none, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000 or over $1,000,000.

        Mr. Hamwee is not primarily responsible for the day-to-day management of any other portfolio other than our portfolio. Mr. Hamwee is a Managing Director of New Mountain Capital, which as of March 31, 2014 had more than $12.0 billion (including NMF Holdings) of assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) used to calculate New Mountain Capital's management fees related to such funds. See "Risk Factors—Risks Relating to Our Business—The Investment Adviser has significant potential conflicts of interest with us and, consequently, your interests as stockholders which could adversely impact our investment returns."


Compensation

        None of the Investment Adviser's investment professionals are employed by us or will receive any direct compensation from us in connection with the management of our portfolio. Mr. Klinsky, through his financial interest in the Investment Adviser, is entitled to a portion of any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

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INVESTMENT MANAGEMENT AGREEMENT

        NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. NMFC is externally managed by the Investment Adviser and pays the Investment Adviser a fee for its services. The following summarizes the arrangements between NMFC and the Investment Adviser pursuant to the Investment Management Agreement.


Overview of the Investment Adviser

Management Services

        The Investment Adviser is registered as an Investment Adviser under the Advisers Act. The Investment Adviser serves pursuant to the Investment Management Agreement in accordance with the 1940 Act. Subject to the overall supervision of our board of directors, the Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. Under the terms of the Investment Management Agreement, the Investment Adviser:

        The Investment Adviser's services under the Investment Management Agreement are not exclusive, and the Investment Adviser (so long as its services to us are not impaired) and/or other entities affiliated with New Mountain Capital are permitted to furnish similar services to other entities.

Management Fees

        Pursuant to the Investment Management Agreement, NMFC has agreed to pay the Investment Adviser a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee payable to the Investment Adviser and any incentive fees paid in cash to the Investment Adviser are borne by NMFC and, as a result, are indirectly borne by NMFC's common stockholders.

Base Management Fees

        The base management fee is calculated at an annual rate of 1.75% of our gross assets less (i) the borrowings under the SLF Credit Facility and (ii) cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of our gross assets, borrowings under the SLF Credit Facility, and cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter.

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Incentive Fees

        The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of our "Pre-Incentive Fee Adjusted Net Investment Income" for the immediately preceding quarter, subject to a "preferred return", or "hurdle", and a "catch-up" feature. "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement, as amended and restated, with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred stock (of which there is none as of March 31, 2014), but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

        Under GAAP, our IPO did not step-up the cost basis of our existing investments to fair market value at the IPO date. Since the total value of our investments at the time of the IPO was greater than the investments' cost basis, a larger amount of amortization of purchase or original issue discount, as well as different amounts in realized gain and unrealized appreciation, may be recognized under GAAP in each period than if the step-up had occurred. This will remain until such predecessor investments are sold or mature in the future. We track the transferred (or fair market) value of each of our investments as of the time of the IPO and, for purposes of the incentive fee calculation, adjust Pre-Incentive Fee Net Investment Income to reflect the amortization of purchase or original issue discount on our investments as if each investment was purchased at the date of the IPO, or stepped up to fair market value. This is defined as "Pre-Incentive Fee Adjusted Net Investment Income". We also use the transferred (or fair market) value of each of our investments as of the time of the IPO to adjust capital gains ("Adjusted Realized Capital Gains") or losses ("Adjusted Realized Capital Losses") and unrealized capital appreciation ("Adjusted Unrealized Capital Appreciation") and unrealized capital depreciation ("Adjusted Unrealized Capital Depreciation").

        Pre-Incentive Fee Adjusted Net Investment Income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 2.0% per quarter (8.0% annualized), subject to a "catch-up" provision measured as of the end of each calendar quarter. The hurdle rate is appropriately pro-rated for any partial periods. The calculation of our incentive fee with respect to the Pre-Incentive Fee Adjusted Net Investment Income for each quarter is as follows:

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        The following is a graphical representation of the calculation of the income- related portion of the incentive fee:


Quarterly Incentive Fee Based on "Pre-Incentive Fee Adjusted Net Investment Income"

Pre-Incentive Fee Adjusted Net Investment Income
(expressed as a percentage of the value of net assets)

GRAPHIC


Percentage of Pre-Incentive Fee Adjusted Net Investment
Income allocated to income-related portion of incentive fee

        These calculations will be appropriately prorated for any period of less than three months and adjusted for any equity capital raises or repurchases during the current calendar quarter.

        The second part will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of our Adjusted Realized Capital Gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.

        In accordance with GAAP, we accrue a hypothetical capital gains incentive fee based upon the cumulative net Adjusted Realized Capital Gains and Adjusted Realized Capital Losses and the cumulative net Adjusted Unrealized Capital Appreciation and Adjusted Unrealized Capital Depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual Adjusted Realized Capital Gains computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.

Example 1: Income Related Portion of Incentive Fee for Each Calendar Quarter*:

Alternative 1

Assumptions

        Investment income (including interest, dividends, fees, etc.) = 1.25%

        Hurdle rate(1) = 2.00%

Management fee(2) = 0.44%
Other expenses (legal, accounting, safekeeping agent, transfer agent, etc.)(3) = 0.20%

        Pre-Incentive Fee Adjusted Net Investment Income
(investment income - (management fee + other expenses)) = 0.61%

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        Pre-Incentive Fee Adjusted Net Investment Income does not exceed the hurdle rate, therefore there is no income-related incentive fee.

Alternative 2

Assumptions

        Investment income (including interest, dividends, fees, etc.) = 2.90%

        Hurdle rate(1) = 2.00%

Management fee(2) = 0.44%
Other expenses (legal, accounting, safekeeping agent, transfer agent, etc.)(3) = 0.20%

        Pre-Incentive Fee Adjusted Net Investment Income
(investment income - (management fee + other expenses)) = 2.26%

        Incentive fee = 100.00% × Pre-Incentive Fee Adjusted Net Investment Income (subject to "catch-up")(4)

        Pre-Incentive Fee Adjusted Net Investment Income exceeds the hurdle rate, but does not fully satisfy the "catch-up" provision, therefore the income related portion of the incentive fee is 0.26%.

Alternative 3

Assumptions

        Investment income (including interest, dividends, fees, etc.) = 3.50%

        Hurdle rate(1) = 2.00%

Management fee(2) = 0.44%
Other expenses (legal, accounting, safekeeping agent, transfer agent, etc.)(3) = 0.20%

        Pre-Incentive Fee Adjusted Net Investment Income
(investment income - (management fee + other expenses)) = 2.86%

        Incentive fee = 100.00% × Pre-Incentive Fee Adjusted Net Investment Income (subject to "catch-up")(4)

        Incentive fee = 100.00% × "catch-up" + (20.00% × (Pre-Incentive Fee Adjusted Net Investment Income - 2.50%))

        Catch-up = 2.50% - 2.00%

        Incentive fee = (100.00% × 0.50%) + (20.00% × (2.86% - 2.50%))

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        Pre-Incentive Fee Adjusted Net Investment Income exceeds the hurdle rate, and fully satisfies the "catch-up" provision, therefore the income related portion of the incentive fee is 0.57%.


*
The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets and assumes, for our investments held prior to the IPO, interest income has been adjusted to reflect the amortization of purchase or original issue discount as if each investment was purchased at the date of the IPO, or stepped up to fair market value.

(1)
Represents 8.00% annualized hurdle rate.

(2)
Assumes 1.75% annualized base management fee.

(3)
Excludes organizational and offering expenses.

(4)
The "catch-up" provision is intended to provide the Investment Adviser with an incentive fee of 20.00% on all Pre-Incentive Fee Adjusted Net Investment Income as if a hurdle rate did not apply when our net investment income exceeds 2.50% in any calendar quarter.

Example 2: Capital Gains Portion of Incentive Fee*:

Alternative 1

Assumptions

        The capital gains portion of the incentive fee would be:

Alternative 2

Assumptions

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        The capital gains incentive fee, if any, would be:

*
The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example. The capital gains incentive fees are calculated on an "adjusted" basis for our investments held prior to the IPO and assumes those investments have been adjusted to reflect the amortization of purchase or original issue discount as if each investment was purchased at the date of the IPO, or stepped up to fair market value.

(1)
As noted above, it is possible that the cumulative aggregate capital gains fee received by the Investment Adviser ($7.0 million) is effectively greater than $5.0 million (20.0% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25.0 million)).


Payment of Expenses

        Our primary operating expenses are the payment of a base management fee and any incentive fees under the Investment Management Agreement and the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement. We bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

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Duration and Termination

        The Investment Management Agreement was initially approved by the board of directors of NMF Holdings, including a majority of the directors who are not interested persons, on March 10, 2011 and by a majority of the partners of Guardian AIV and New Mountain Guardian Partners, L.P. through a written consent first solicited on November 8, 2010. At an in-person meeting held on February 23, 2012, the NMF Holdings' board of directors unanimously approved an amended and restated investment advisory and management agreement between NMF Holdings and the Investment Adviser (the "2012 Advisory Agreement"). In accordance with the 1940 Act, the 2012 Advisory Agreement was submitted for approval by the stockholders/unit holders of each of NMFC and NMF Holdings at their 2012 joint annual meeting, which was held on May 8, 2012. The 2012 Advisory Agreement became effective immediately upon receipt of the necessary stockholder/unit holder approval.

        In connection with the Restructuring, at an in-person meeting held on March 25, 2014, the board of directors of NMFC unanimously approved a new investment advisory and management agreement between NMFC and the Investment Adviser (the "New Advisory Agreement") and recommended that the 2012 Advisory Agreement be terminated after the New Advisory Agreement is approved by NMFC's stockholders in accordance with the 1940 Act. At NMFC's 2014 annual meeting of stockholders, which was held on May 6, 2014, the New Advisory Agreement was submitted for approval by the stockholders of NMFC. The New Advisory Agreement became effective immediately upon receipt of the necessary stockholder approval. The terms and conditions of the New Advisory

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Agreement are identical to the terms and conditions of the 2012 Advisory Agreement, except that NMFC replaced NMF Holdings as a party to the New Advisory Agreement.

        The New Advisory Agreement provides that the New Advisory Agreement will remain in force for two years from the date on which it first becomes effective, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the board of directors, or by the vote of a majority of the outstanding voting securities of NMFC and (B) the vote of a majority of NMFC's board of directors who are not parties to the New Advisory Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act. Notwithstanding the foregoing, the New Advisory Agreement may be terminated (i) by NMFC at any time, without the payment of any penalty, upon giving the Investment Adviser 60 days' written notice (which notice may be waived by the Investment Adviser), provided that such termination by NMFC shall be directed or approved by the vote of a majority of the directors of NMFC in office at the time or by the vote of a majority of the voting securities of NMFC at the time outstanding and entitled to vote, or (ii) by the Investment Adviser on 60 days' written notice to NMFC (which notice may be waived by NMFC).


Indemnification

        The Investment Management 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, 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 us 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 the Investment Adviser.


Organization of the Investment Adviser

        The Investment Adviser is a Delaware limited liability company. The principal address of the Investment Adviser is 787 Seventh Avenue, 48th Floor, New York, New York 10019. The Investment Adviser is ultimately controlled by Steven B. Klinsky through Mr. Klinsky's interest in New Mountain Capital.


Board Approval of the Investment Management Agreement

        A discussion regarding the basis for our board of directors' approval of the Investment Management Agreement was included in our annual proxy statement that was incorporated by reference in our annual report on Form 10-K for the period ending December 31, 2013.

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ADMINISTRATION AGREEMENT

        We have entered into the Administration Agreement with the Administrator, under which the Administrator provides administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, our required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC, which includes, but is not limited to, providing the services of our chief financial officer. In addition, the Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. For providing these services, facilities and personnel, we reimburse the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief financial officer and chief compliance officer, and their respective staffs. The Administrator may also provide on our behalf managerial assistance to our portfolio companies. The Administration Agreement may be terminated by us or the Administrator without penalty upon 60 days' written notice to the other party. Pursuant to the Administration Agreement, and further restricted by us, expenses payable to the Administrator by us as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) had been capped at $3.5 million for the time period from April 1, 2012 to March 31, 2013 and capped at $4.25 million for the time period from April 1, 2013 to March 31, 2014. The expense cap expired on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future.

        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, the Administrator and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us 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 us.


LICENSE AGREEMENT

        We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance". Under this Trademark License Agreement, as amended, subject to certain conditions, we, the Investment Adviser and the Administrator have a right to use the "New Mountain" and the "New Mountain Finance" names for so long as the Investment Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we, the Investment Adviser and the Administrator have no legal right to the "New Mountain" and the "New Mountain Finance" names.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We have entered into an Investment Advisory and Management Agreement with the Investment Adviser. Pursuant to the Investment Advisory and Management Agreement, payments will be equal to (a) a base management fee of 1.75% of the value of our gross assets and (b) an incentive fee based on our performance. Steven B. Klinsky, through his financial interest in the Investment Adviser, is entitled to a portion of any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Advisory and Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Advisory and Management Agreement. In addition, our executive officers and directors, as well as the current or future members of the Investment Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our and our stockholders' best interests.

        Although we are currently New Mountain Capital's only vehicle focused primarily on investing in first and second lien debt, unsecured notes and mezzanine securities, in the future, the principals of the Investment Adviser and/or New Mountain Capital employees that provide services pursuant to the Investment Advisory and Management Agreement may manage other funds which may from time to time have overlapping investment objectives with us and, accordingly, may invest in, whether principally or secondarily, asset classes similar to those targeted by us. If this occurs, the Investment Adviser may face conflicts of interest in allocating investment opportunities to us and such other funds. Although the investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain investments made by investment funds managed by the Investment Adviser or persons affiliated with the Investment Adviser or that certain of these investment funds may be favored over us. When these investment professionals identify an investment, they will be forced to choose which investment fund should make the investment. Alternatively, depending on the availability of such investments and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures.

        We have entered into the Administration Agreement with the Administrator. The Administrator arranges office space for us and provides office equipment and administrative services necessary to conduct our day-to-day operations pursuant to the Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, including rent, the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement, as amended and restated, and further restricted by us, expenses payable to the Administrator by us as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) had been capped at $3.5 million for the time period from April 1, 2012 to March 31, 2013 and capped at $4.25 million for the time period from April 1, 2013 to March 31, 2014. The expense cap expired on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future.

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        We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance". Under this Trademark License Agreement, as amended, subject to certain conditions, we, the Investment Adviser and the Administrator have a right to use the "New Mountain" and the "New Mountain Finance" names for so long as the Investment Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we, the Investment Adviser and the Administrator have no legal right to the "New Mountain" and the "New Mountain Finance" names.

        Concurrently with the closing of NMFC's initial public offering, NMFC sold 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in a separate private placement at the initial public offering price per share.

        NMFC is a party to a Registration Rights Agreement with Steven B. Klinsky (the Chairman of our board of directors), an entity related to Steven B. Klinsky and the Investment Adviser. Subject to several exceptions, the Investment Adviser has the right to require NMFC to register for public resale under the Securities Act of 1933, as amended, all registerable securities that are held by the Investment Adviser and that it requests to be registered. Registerable securities subject to the Registration Rights Agreement are shares of NMFC's common stock issued to the Investment Adviser and any of its transferees. The rights under the Registration Rights Agreement can be conditionally exercised by the Investment Adviser, meaning that prior to the effectiveness of the registration statement related to the shares, the Investment Adviser can withdraw its request to have the shares registered. The Investment Adviser may assign its rights to any person that acquires registerable securities subject to the Registration Rights Agreement and who agrees to be bound by the terms of the Registration Rights Agreement. Steven B. Klinsky (and a related entity) will have the right to "piggyback", or include his own registrable securities in such a registration.

        Holders of registerable securities have "piggyback" registration rights, which means that these holders may include their respective shares in any future registrations of NMFC's equity securities, whether or not that registration relates to a primary offering by NMFC or a secondary offering by or on behalf of any of NMFC's stockholders. The Investment Adviser and Steven B. Klinsky (and a related entity) have priority over NMFC in any registration that is an underwritten offering.

        The Investment Adviser and Steven B. Klinsky (and a related entity) will be responsible for the expenses of any demand registration (including underwriters' discounts or commissions) and their pro-rata share of any "piggyback" registration. NMFC has agreed to indemnify the Investment Adviser and Steven B. Klinsky (and a related entity) with respect to liabilities resulting from untrue statements or omissions in any registration statement filed pursuant to the Registration Rights Agreement, other than untrue statements or omissions resulting from information furnished to NMFC by such parties. The Investment Adviser and Steven B. Klinsky (and a related entity) have also agreed to indemnify NFMC with respect to liabilities resulting from untrue statements or omissions furnished by them to NMFC relating to them in any registration statement.

        In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our board of directors reviews these procedures on a quarterly basis.

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        We have adopted a Code of Ethics which applies to, among others, our senior officers, including our chief executive officer and chief financial officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Pursuant to such Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our chief compliance officer.

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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

        The following table sets forth information with respect to the beneficial ownership of NMFC's common stock by:

        Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power (including the power to dispose) with respect to the securities. Assumes no other purchases or sales of securities since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that NMFC has with respect to the present intent of the beneficial owners of the securities listed in the table below.

        Percentage of beneficial ownership below takes into account 51,993,000 shares of common stock of NMFC outstanding as of June 23, 2014. Unless otherwise indicated, the address for each listed holder is c/o New Mountain Finance Corporation, 787 Seventh Avenue, 48th Floor, New York, New York 10019.

 
   
  NMFC Shares  
 
  Type of Ownership
in NMFC
 
Name
  Number   Percentage  

Executive Officers:

                 

Paula A. Bosco

  Direct     13,897     *  

David M. Cordova

  Direct     3,142     *  

John R. Kline

  Direct     17,477     *  

Interested Directors:

                 

Steven B. Klinsky(1)

  Direct and Beneficial     2,553,760     4.9 %

Robert A. Hamwee

  Direct     155,638     *  

Adam B. Weinstein

  Direct     29,134     *  

Independent Directors:

                 

Albert F. Hurley, Jr. 

  Direct     23,113     *  

David R. Malpass

  Direct     75,211     *  

David Ogens

  Direct     20,652     *  

Kurt J. Wolfgruber

  Direct     30,819     *  

All executive officers and directors as a group (10 persons)

  Direct and Beneficial     2,922,843     5.6 %

*
Represents less than 1.0%.

(1)
Mr. Klinsky directly owns 1,801,959 shares of NMFC's common stock. The Steven B. Klinsky Trust directly owns 112,305 shares of NMFC's common stock. The Steven B. Klinsky Non-GST Exempt Trust holds 639,496 shares.

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        The following table sets forth the dollar range of NMFC equity securities over which holders of NMFC's common stock have voting power that is beneficially owned by each of NMFC's directors.

 
  Dollar Range of Equity
Securities Beneficially
Owned(1)(2)(3)
 

Interested Directors:

       

Steven B. Klinsky

    Over $100,000  

Robert A. Hamwee

    Over $100,000  

Adam B. Weinstein

    Over $100,000  

Independent Directors:

       

David Ogens(4)

    Over $100,000  

Albert F. Hurley, Jr. 

    Over $100,000  

David R. Malpass

    Over $100,000  

Kurt J. Wolfgruber

    Over $100,000  

(1)
Beneficial ownership has been determined in accordance with Exchange Act Rule 16a-1(a)(2).

(2)
The dollar range of equity securities beneficially owned in NMFC is based on the closing price for NMFC's common stock of $14.37 per share on June 23, 2014 on the NYSE.

(3)
The dollar range of equity securities beneficially owned are: None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000 or over $100,000.

(4)
Mr. Ogens is the beneficial owner of a limited partnership interest in New Mountain Partners, L.P. and New Mountain Partners II, L.P. that is held by Ogens Family, Inc.

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SELLING STOCKHOLDERS

        This prospectus also relates to [            ] shares of NMFC's common stock being offered for resale on behalf of the stockholders identified below. The stockholders acquired the shares from us in connection with our formation transactions prior to the IPO and the Concurrent Private Placement. We are registering the shares to permit the stockholders and their pledgees, donees, transferees and other successors-in-interest that receive their shares from a stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate. We do not know how long the stockholders will hold the shares before selling them, if at all, or how many shares they will sell, if any, and we currently have no agreements, arrangements or understandings with any of the stockholders regarding the sale of any of the resale shares.

        The following table sets forth:

        The number of shares in the column "Number of Shares Being Offered" represents all of the shares that each stockholder may offer under this prospectus. The shares offered by this prospectus may be offered from time to time by the stockholders listed below.

        This table is prepared solely based on information supplied to us by the listed stockholders and any public documents filed with the SEC, and assumes the sale of all of the resale shares. The applicable percentages of beneficial ownership are based on an aggregate of 51,993,000 shares of NMFC's common stock issued and outstanding on June 23, 2014, adjusted as may be required by rules promulgated by the SEC.

        Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power (including the power to dispose) with respect to the securities. Assumes no other purchases or sales of securities since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any

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knowledge that NMFC has with respect to the present intent of the beneficial owners of the securities listed in the table below.

 
  Shares Beneficially
Owned Prior to
Offering
   
  Shares Beneficially
Owned After
Offering
 
 
  Number of
Shares
Being
Offered
 
Stockholders
  Number   Percent   Number   Percent  

Steven B. Klinsky(1)

    1,801,959     3.5 %   1,246,912     555,047     1.1 %

Steven B. Klinsky Trust(2)

    112,305     *     68,965     43,340     *  

Steven B. Klinsky Non-GST Exempt Trust(2)

    639,496     1.2 %   547,500     91,996     *  

Robert A. Hamwee(1)

    155,638     *     68,965     86,673     *  

Adam B. Weinstein(1)

    29,134     *     8,621     20,513     *  

Paula A. Bosco(1)

    13,897     *     1,724     12,173     *  

John R. Kline(1)

    17,477     *     6,897     10,580     *  

Other(3)

    574,485     1.1 %   222,416     352,069     *  

Total

    3,344,391     6.4 %   2,172,000     1,172,391     2.3 %

*
Less than 1.0%.

(1)
Reflects an officer and/or director of NMFC.

(2)
Steven B. Klinsky is the trustee of the Steven B. Klinsky Trust and the Steven B. Klinsky Non-GST Exempt Trust and has voting and investment power with respect to the shares of NMFC's common stock held by the Steven B. Klinsky Trust and the Steven B. Klinsky Non-GST Exempt Trust.

(3)
Represents selling stockholders who, collectively, own less than 1.0% of total shares of NMFC's common stock outstanding on a fully converted basis. These selling stockholders are employees and/or affiliates of New Mountain Capital Group, L.L.C., which is an affiliate of NMFC.

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DETERMINATION OF NET ASSET VALUE

Quarterly Net Asset Value Determinations

        We conduct the valuation of assets, pursuant to which our net asset value is determined, at all times consistent with GAAP and the 1940 Act. We determine our net asset value on a quarterly basis, or more frequently if required under the 1940 Act.

        We apply fair value accounting in accordance with GAAP. We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available, and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:

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        The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of certain investments may fluctuate from period to period and the fluctuations could be material.

Determinations in Connection with Offerings

        In connection with future offering of shares of NMFC's common stock, NMFC's board of directors or an authorized committee thereof will be required to make the determination that it is not selling shares of NMFC's common stock at a price below the then current net asset value of NMFC's common stock at the time at which the sale is made. NMFC's board of directors or an authorized committee thereof will consider the following factors, among others, in making such determination:

        Moreover, to the extent that there is even a remote possibility that NMFC may (i) issue shares of its common stock at a price per share below the then current net asset value per share of its common stock at the time at which the sale is made or (ii) trigger the undertaking (which we provide in certain registration statements we file with the SEC) to suspend the offering of shares of its common stock if the net asset value per share of NMFC's common stock fluctuates by certain amounts in certain circumstances until the prospectus is amended, NMFC's board of directors will elect, in the case of clause (i) above, either to postpone the offering until such time that there is no longer the possibility of the occurrence of such event or to undertake to determine the net asset value per share of its common stock within two days prior to any such sale to ensure that such sale will not be below its then current net asset value per share, and, in the case of clause (ii) above, to comply with such undertaking or to undertake to determine the net asset value per share of its common stock to ensure that such undertaking has not been triggered.

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        These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records that NMFC is required to maintain under the 1940 Act.

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DIVIDEND REINVESTMENT PLAN

        We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a stockholder elects to receive cash as provided below. As a result, if our board of directors authorizes, and we declare, a cash distribution, then our stockholders who have not "opted out" of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions.

        No action will be required on the part of a registered stockholder to have their cash distributions reinvested in shares of our common stock. A registered stockholder may elect to receive an entire distribution in cash by notifying American Stock Transfer and Trust Company, LLC the plan administrator and our transfer agent and registrar, in writing, by phone or through the internet so that such notice is received by the plan administrator no later than three days prior to the payment date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive distributions in cash and hold such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing, by phone or through the internet at any time, the plan administrator will, instead of crediting shares to the participant's account, issue a certificate registered in the participant's name for the number of whole shares of our common stock and a check for any fractional share less a transaction fee of the lesser of (i) $15.00 and (ii) the price of the fractional share.

        Cash distributions reinvested in additional shares of our common stock will be automatically reinvested by us in shares of our common stock. We will use only newly issued shares to implement the plan if the price at which newly issued shares are to be credited is equal to or greater than 110.0% of the last determined net asset value of the shares. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock at the close of regular trading on the NYSE on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE or, if no sale is reported for such day, the average of their electronically reported bid and asked prices. We reserve the right to purchase its shares in the open market in connection with its implementation of the plan if the price at which its newly issued shares are to be credited does not exceed 110.0% of the last determined net asset value of the shares. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of our common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated.

        There will be no brokerage charges or other charges for dividend reinvestment to stockholders who participate in the plan. We will pay the plan administrator's fees under the plan. If a participant elects by written, telephone, or internet notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant's account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commissions from the proceeds.

        Stockholders who receive distributions in the form of stock generally are subject to the same U.S. federal income tax consequences as are stockholders who elect to receive their distributions in cash. A stockholder's basis for determining gain or loss upon the sale of stock received in a distribution from us will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder's account.

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        Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com, by filling out the transaction request form located at the bottom of their statement and sending it to the plan administrator at American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, New York 10269, Attention: Plan Administration Department, or by calling the plan administrator at (888) 333-0212.

        All correspondence concerning the plan should be directed to the plan administrator by mail at American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, New York 10269, or by telephone at (888) 333-0212.

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DESCRIPTION OF SECURITIES

        This prospectus contains a summary of our common stock, preferred stock, subscription rights, warrants and debt securities. These summaries are not meant to be a complete description of each security. However, this prospectus contains the material terms and conditions for each security.


DESCRIPTION OF CAPITAL STOCK

        The following description is based on relevant portions of the Delaware General Corporation Law, NMFC's amended and restated certificate of incorporation and amended and restated bylaws. This summary is not necessarily complete, and we refer you to the Delaware General Corporation Law, NMFC's amended and restated certificate of incorporation and amended and restated bylaws for a more detailed description of the provisions summarized below.


Capital Stock

        NMFC's authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, of which 51,993,000 shares are outstanding as of June 23, 2014. NMFC's common stock is listed on the NYSE under the ticker symbol "NMFC". No stock has been authorized for issuance under any equity compensation plans. Under Delaware law, NMFC's stockholders generally will not be personally liable for our debts or obligations.

        The following are NMFC's outstanding classes of securities as of June 23, 2014:

(1)
Title of Class
  (2)
Amount
Authorized
  (3)
Amount Held by
NMFC or for Its
Account
  (4)
Amount Outstanding
Exclusive of Amount
Under Column 3
 

Common Stock

    100,000,000         51,993,000  

Preferred Stock

    2,000,000          

Common Stock

        Under the terms of NMFC's amended and restated certificate of incorporation, all shares of NMFC's common stock will have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of NMFC's common stock if, as and when authorized by NMFC's board of directors and declared by NMFC out of funds legally available therefore. Shares of NMFC's common stock will have no preemptive, exchange, conversion or redemption rights and will be freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of NMFC's liquidation, dissolution or winding up, each share of its common stock would be entitled to share ratably in all of its assets that are legally available for distribution after it pays all debts and other liabilities and subject to any preferential rights of holders of its preferred stock, if any preferred stock is outstanding at such time. Each share of NMFC's common stock will be entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of NMFC's common stock will possess exclusive voting power. There will be no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will be able to elect all of NMFC's directors (other than directors to be elected solely by the holders of preferred stock), and holders of less than a majority of such shares will be unable to elect any director.

Preferred Stock

        NMFC's amended and restated certificate of incorporation authorizes its board of directors to issue preferred stock. Prior to the issuance of shares of each class or series, the board of directors is

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required by Delaware law and by NMFC's amended and restated certificate of incorporation to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of NMFC's common stock or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to NMFC's common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50.0% of NMFC's total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two full years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. We believe that the availability for issuance by NMFC of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions. However, NMFC does not currently have any plans to issue preferred stock.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

        The Delaware General Corporation Law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties. NMFC's amended and restated certificate of incorporation will include a provision that eliminates the personal liability of its directors for monetary damages for actions taken as a director, except for liability:

        Under NMFC's amended and restated bylaws, NMFC will fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of NMFC's directors or officers. So long as NMFC is regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, 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.

        Delaware law also provides that indemnification permitted under the law shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's bylaws, any agreement, a vote of stockholders or otherwise.

        NMFC has obtained liability insurance for its officers and directors.

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Delaware Law and Certain Certificate of Incorporation and Bylaw Provisions; Anti-Takeover Measures

        Certain provisions of NMFC's amended and restated certificate of incorporation and amended and restated bylaws, as summarized below, and applicable provisions of the Delaware General Corporation Law and certain other agreements to which NMFC is a party may make it more difficult for or prevent an unsolicited third party from acquiring control of NMFC or changing its board of directors and management. These provisions may have the effect of deterring hostile takeovers or delaying changes in NMFC's control or in its management. These provisions are intended to enhance the likelihood of continued stability in the composition of NMFC's board of directors and in the policies furnished by them and to discourage certain types of transactions that may involve an actual or threatened change in NMFC's control. The provisions also are intended to discourage certain tactics that may be used in proxy fights. These provisions, however, could have the effect of discouraging others from making tender offers for NMFC's shares and, as a consequence, they also may inhibit fluctuations in the market price of NMFC's shares that could result from actual or rumored takeover attempts.

        Classified Board; Vacancies; Removal.    The classification of NMFC's board of directors and the limitations on removal of directors and filling of vacancies could have the effect of making it more difficult for a third party to acquire NMFC, or of discouraging a third party from acquiring NMFC. NMFC's board of directors will be divided into three classes, with the term of one class expiring at each annual meeting of stockholders. At each annual meeting, one class of directors is elected to a three-year term. This provision could delay for up to two years the replacement of a majority of the board of directors.

        NMFC's amended and restated certificate of incorporation provides that, subject to the applicable requirements of the 1940 Act and the rights of any holders of preferred stock, any vacancy on the board of directors, however the vacancy occurs, including a vacancy due to an enlargement of the board, may only be filled by vote a majority of the directors then in office.

        A director may be removed at any time at a meeting called for that purpose, but only for cause and only by the affirmative vote of the holders of at least 75.0% of the shares then entitled to vote for the election of the respective director.

        Advance Notice Requirements for Stockholder Proposals and Director Nominations.    NMFC's amended and restated bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the board of directors and the proposal of business to be considered by stockholders may be made only (1) by or at the direction of the board of directors or (2) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the amended and restated bylaws. Nominations of persons for election to the board of directors at a special meeting may be made only (1) by or at the direction of the board of directors or (2) provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the amended and restated bylaws. The purpose of requiring stockholders to give NMFC advance notice of nominations and other business is to afford NMFC's board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by NMFC's board of directors, to inform its stockholders and make recommendations about such qualifications or business, as well as to approve a more orderly procedure for conducting meetings of stockholders. Although NMFC's amended and restated bylaws do not give its board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard

149


to whether consideration of such nominees or proposals might be harmful or beneficial to NMFC and its stockholders.

        Amendments to Certificate of Incorporation and Bylaws.    Delaware's corporation law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws requires a greater percentage. NMFC's amended and restated certificate of incorporation will provide that the following provisions, among others, may be amended by its stockholders only by a vote of at least two-thirds of the shares of NMFC's capital stock entitled to vote:

        The amended and restated bylaws generally can be amended by approval of (i) a majority of the total number of authorized directors or (ii) the affirmative vote of the holders of at least two-thirds of the shares of NMFC's capital stock entitled to vote.

        Calling of Special Meetings by Stockholders.    NMFC's certificate of incorporation and bylaws also provide that special meetings of the stockholders may only be called by NMFC's board of directors, the chairperson of its board, NMFC's chief executive officer or upon the request of the holders of at least 50.0% of the voting power of all shares of capital stock of NMFC, generally entitled to vote on the election of directors then outstanding, subject to certain limitations.

        Section 203 of the Delaware General Corporation Law.    We will not be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the "business combination" or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a "business combination" includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status, did own) 15.0% or more of a corporation's voting stock. In our certificate of incorporation, we have elected not to be bound by Section 203.

        The Credit Facilities also include change of control provisions that accelerate the indebtedness under the Credit Facilities in the event of certain change of control events. If certain transactions were engaged in without the consent of the lender, repayment obligations under the Credit Facilities could be accelerated.

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DESCRIPTION OF PREFERRED STOCK

        In addition to shares of common stock, NMFC has 2,000,000 shares of preferred stock, par value $0.01, of which no shares are currently outstanding. If we offer preferred stock under this prospectus, we will issue an appropriate prospectus supplement. We may issue preferred stock from time to time in one or more classes or series, without stockholder approval. Prior to issuance of shares of each class or series, our board of directors is required by Delaware law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Any such an issuance must adhere to the requirements of the 1940 Act, Delaware law and any other limitations imposed by law.

        The 1940 Act currently requires, among other things, that (a) immediately after issuance and before any distribution is made with respect to common stock, the liquidation preference of the preferred stock, together with all other senior securities, must not exceed an amount equal to 50.0% of our total assets (taking into account such distribution), (b) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on the preferred stock are in arrears by two years or more and (c) such class of stock have complete priority over any other class of stock as to distribution of assets and payment of dividends, which dividends shall be cumulative.

        For any series of preferred stock that we may issue, our board of directors will determine and the amendment to the charter and the prospectus supplement relating to such series will describe:

        All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which dividends, if any, thereon will be cumulative.

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DESCRIPTION OF SUBSCRIPTION RIGHTS

General

        NMFC may issue subscription rights to its stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with a subscription rights offering to NMFC's stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to NMFC's stockholders on the record date that we set for receiving subscription rights in such subscription rights offering.

        The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:

Exercise Of Subscription Rights

        Each subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void.

        Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than

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stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

Dilutive Effects

        Any stockholder who chooses not to participate in a rights offering should expect to own a smaller interest in NMFC upon completion of such rights offering. Any rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise their subscription rights. Further, because the net proceeds per share from any rights offering may be lower than NMFC's then current net asset value per share, the rights offering may reduce NMFC's net asset value per share. The amount of dilution that a stockholder will experience could be substantial, particularly to the extent we engage in multiple rights offerings within a limited time period. In addition, the market price of NMFC's common stock could be adversely affected while a rights offering is ongoing as a result of the possibility that a significant number of additional shares may be issued upon completion of such rights offering. All of NMFC's stockholders will also indirectly bear the expenses associated with any rights offering we may conduct, regardless of whether they elect to exercise any rights.

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DESCRIPTION OF WARRANTS

        The following is a general description of the terms of the warrants NMFC may issue from time to time. Particular terms of any warrants NMFC offers will be described in the prospectus supplement relating to such warrants.

        NMFC may issue warrants to purchase shares of NMFC's common stock. Such warrants may be issued independently or together with shares of common stock and may be attached or separate from such shares of common stock. NMFC will issue each series of warrants under a separate warrant agreement to be entered into between NMFC and a warrant agent. The warrant agent will act solely as NMFC's agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

        A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

        NMFC and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

        Under the 1940 Act, NMFC may generally only offer warrants provided that (1) the warrants expire by their terms within ten years; (2) the exercise or conversion price is not less than the current market value at the date of issuance; (3) NMFC's stockholders authorize the proposal to issue such warrants, and NMFC's board of directors approves such issuance on the basis that the issuance is in the best interests of NMFC and its stockholders; and (4) if the warrants are accompanied by other

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securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of NMFC's voting securities that would result from the exercise of all outstanding warrants at the time of issuance may not exceed 25.0% of NMFC's outstanding voting securities.

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DESCRIPTION OF DEBT SECURITIES

        NMFC may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

        As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an "indenture." An indenture is a contract between NMFC and the financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce your rights against NMFC if it defaults. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under "—Events of Default—Remedies if an Event of Default Occurs." Second, the trustee performs certain administrative duties for NMFC with respect to the debt securities.

        This section includes a description of the material provisions of the indenture. Because this section is a summary, however, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. A copy of the form of indenture is attached as an exhibit to the registration statement of which this prospectus is a part. NMFC will file a supplemental indenture with the SEC in connection with any debt offering, at which time the supplemental indenture would be publicly available. See "Available Information" for information on how to obtain a copy of the indenture.

        The prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by including:

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        The debt securities may be secured or unsecured obligations. Under the provisions of the 1940 Act, NMFC, as a BDC, is permitted to issue debt only in amounts such that its asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of debt, but giving effect to any exemptive relief granted to NMFC by the SEC. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by NMFC in immediately available funds.


General

        The indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement ("offered debt securities") may be issued under the indenture in one or more series.

        For purposes of this prospectus, any reference to the payment of principal of, or premium or interest, if any, on, debt securities will include additional amounts if required by the terms of the debt securities.

        The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the "indenture securities." The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See "—Resignation of Trustee" below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term "indenture securities" means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

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        Except as described under "—Events of Default" and "—Merger or Consolidation" below, the indenture does not contain any provisions that give you protection in the event NMFC issues a large amount of debt or NMFC is acquired by another entity.

        We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or NMFC's covenants, as applicable, that are described below, including any addition of a covenant or other provision providing event risk protection or similar protection.

        NMFC has the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

        No person from whom NMFC borrows will, in its capacity as either a lender or debt security holder, have either a veto power or a vote in approving or changing any of NMFC's operating policies or investment strategies, as applicable.


Conversion and Exchange

        If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or NMFC provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.


Issuance of Securities in Registered Form

        NMFC may issue the debt securities in registered form, in which case NMFC may issue them either in book-entry form only or in "certificated" form. Debt securities issued in book-entry form will be represented by global securities. NMFC expects that it will usually issue debt securities in book-entry only form represented by global securities.

Book-Entry Holders

        NMFC will issue registered debt securities in book-entry form only, unless NMFC specifies otherwise in the applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary's book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers.

        Under the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in book-entry form, NMFC will recognize only the depositary as the holder of the debt securities and NMFC will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.

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        As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary's book-entry system or holds an interest through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders, of the debt securities.

Street Name Holders

        In the future, NMFC may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in "street name." Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in those debt securities through the account he or she maintains at that institution.

        For debt securities held in street name, NMFC will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities, and NMFC will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.

Legal Holders

        NMFC's obligations, as well as the obligations of the applicable trustee and those of any third parties employed by NMFC or the applicable trustee, run only to the legal holders of the debt securities. NMFC does not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because NMFC is issuing the debt securities only in book-entry form.

        For example, once NMFC makes a payment or gives a notice to the holder, NMFC has no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if NMFC wants to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve itself of the consequences of a default or of its obligation to comply with a particular provision of an indenture), NMFC would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

        When we refer to you in this Description of Debt Securities, we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

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Special Considerations for Indirect Holders

        If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:


Global Securities

        As noted above, NMFC usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms.

        Each debt security issued in book-entry form will be represented by a global security that NMFC deposits with and registers in the name of a financial institution or its nominee that NMFC selects. The financial institution that NMFC selects for this purpose is called the depositary. Unless NMFC specifies otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

        A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under "—Termination of a Global Security." As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

Special Considerations for Global Securities

        As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

        If debt securities are issued only in the form of a global security, an investor should be aware of the following:

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Termination of a Global Security

        If a global security is terminated for any reason, interests in it will be exchanged for certificates in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of legal holders and street name investors under "—Issuance of Securities in Registered Form" above.

        The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not NMFC or the applicable trustee, is responsible for deciding the investors in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities.


Payment and Paying Agents

        NMFC will pay interest to the person listed in the applicable trustee's records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two

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weeks in advance of the interest due date, is called the "record date." Since NMFC will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called "accrued interest."

Payments on Global Securities

        NMFC will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, NMFC will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder's right to those payments will be governed by the rules and practices of the depositary and its participants, as described under "—Special Considerations for Global Securities."

Payments on Certificated Securities

        NMFC will make payments on a certificated debt security as follows. NMFC will pay interest that is due on an interest payment date to the holder of debt securities as shown on the trustee's records as of the close of business on the regular record date at NMFC's office in New York, New York, as applicable, and/or at other offices that may be specified in the prospectus supplement. NMFC will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York, New York and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security.

        Alternatively, at NMFC's option it may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his, her or its address shown on the trustee's records as of the close of business on the regular record date or by transfer to an account at a bank in the United States, in either case, on the due date.

Payment When Offices Are Closed

        If any payment is due on a debt security on a day that is not a business day, NMFC will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day.

        Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.


Events of Default

        You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

        The term "Event of Default" in respect of the debt securities of your series means any of the following:

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        An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium, interest, or sinking or purchase fund installment, if it in good faith considers the withholding of notice to be in the interest of the holders.

Remedies if an Event of Default Occurs

        If an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25.0% in principal amount of the outstanding debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the outstanding debt securities of the affected series if (1) NMFC has deposited with the trustee all amounts due and owing with respect to the securities (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default have been cured or waived.

        The trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee protection from expenses and liability reasonably satisfactory to it (called an "indemnity"). If indemnity reasonably satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

        Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

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        However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

        Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity.

        Each year, NMFC will furnish to each trustee a written statement of certain of its officers certifying that to their knowledge NMFC is in compliance with the indenture and the debt securities, or else specifying any default.

Waiver of Default

        Holders of a majority in principal amount of the outstanding debt securities of the affected series may waive any past defaults other than


Merger or Consolidation

        Under the terms of the indenture, NMFC is generally permitted to consolidate or merge with another entity. NMFC is also permitted to sell all or substantially all of its assets to another entity. However, NMFC may not take any of these actions unless all the following conditions are met:


Modification or Waiver

        There are three types of changes NMFC can make to the indenture and the debt securities issued thereunder.

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Changes Requiring Your Approval

        First, there are changes that NMFC cannot make to your debt securities without your specific approval. The following is a list of those types of changes:

Changes Not Requiring Approval

        The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. NMFC also does not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

        Any other change to the indenture and the debt securities would require the following approval:

        In each case, the required approval must be given by written consent.

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        The holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class for this purpose, may waive NMFC's compliance with some of its covenants applicable to that series of debt securities. However, NMFC cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under "—Changes Requiring Your Approval."

Further Details Concerning Voting

        When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:

        Debt securities will not be considered outstanding, and therefore not eligible to vote, if NMFC has deposited or set aside in trust money for their payment or redemption or if NMFC any other obligor, or any affiliate of NMFC, or any obligor own such debt securities. Debt securities will also not be eligible to vote if they have been fully defeased as described later under "—Defeasance—Full Defeasance".

        NMFC will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. However, the record date may not be more than 30 days before the date of the first solicitation of holders to vote on or take such action. If NMFC sets a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within 11 months following the record date.

        Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if NMFC seeks to change the indenture or the debt securities or requests a waiver.


Defeasance

        The following provisions will be applicable to each series of debt securities unless NMFC states in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

Covenant Defeasance

        Under current U.S. federal tax law and the indenture, NMFC can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called "covenant defeasance". In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If NMFC achieved covenant defeasance and your debt securities were subordinated as described under "—Indenture Provisions—Subordination" below, such subordination would not prevent the trustee under the indenture from

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applying the funds available to it from the deposit described in the first bullet below to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders. In order to achieve covenant defeasance, NMFC must do the following:

        If NMFC accomplishes covenant defeasance, you can still look to NMFC for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as NMFC's bankruptcy) and the debt securities became immediately due and payable, there might be such a shortfall. However, there is no assurance that NMFC would have sufficient funds to make payment of the shortfall.

Full Defeasance

        If there is a change in U.S. federal tax law or NMFC obtains IRS ruling, as described in the second bullet below, NMFC can legally release itself from all payment and other obligations on the debt securities of a particular series (called "full defeasance") if NMFC puts in place the following other arrangements for you to be repaid:

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        If NMFC ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to NMFC for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of NMFC's lenders and other creditors, as applicable, if NMFC ever became bankrupt or insolvent. If your debt securities were subordinated as described later under "—Indenture Provisions—Subordination", such subordination would not prevent the trustee under the indenture from applying the funds available to it from the deposit referred to in the first bullet of the preceding paragraph to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders.


Form, Exchange and Transfer of Certificated Registered Securities

        If registered debt securities cease to be issued in book-entry form, they will be issued:

        Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed and as long as the denomination is greater than the minimum denomination for such securities.

        Holders may exchange or transfer their certificated securities at the office of the trustee. NMFC has appointed the trustee to act as its agent for registering debt securities in the names of holders transferring debt securities. NMFC may appoint another entity to perform these functions or perform them itself.

        Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if NMFC's transfer agent, as applicable, is satisfied with the holder's proof of legal ownership.

        If NMFC has designated additional transfer agents for your debt security, they will be named in the prospectus supplement. NMFC may appoint additional transfer agents or cancel the appointment of any particular transfer agent. NMFC may also approve a change in the office through which any transfer agent acts.

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        If any certificated securities of a particular series are redeemable and NMFC redeems less than all the debt securities of that series, NMFC may block the transfer or exchange of those debt securities during the period beginning 15 days before the day NMFC mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. NMFC may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that NMFC will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

        If a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security.


Resignation of Trustee

        Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series and has accepted such appointment. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.


Indenture Provisions—Subordination

        Upon any distribution of NMFC's assets upon its dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but NMFC's obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money's worth.

        In the event that, notwithstanding the foregoing, any payment by NMFC is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities, upon NMFC's dissolution, winding up, liquidation or reorganization before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by NMFC the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities.

        By reason of this subordination, in the event of a distribution of NMFC's assets upon its insolvency, certain of its senior creditors may recover more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Senior Indebtedness. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

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        Senior Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:

        If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of NMFC's Senior Indebtedness and of its other Indebtedness outstanding as of a recent date.


Secured Indebtedness and Ranking

        Certain of NMFC's indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series of indenture securities will describe the terms of any security interest for such series and will indicate the approximate amount of NMFC's secured indebtedness as of a recent date. Any unsecured indenture securities will effectively rank junior to any secured indebtedness, including any secured indenture securities, that NMFC incurs in the future to the extent of the value of the assets securing such future secured indebtedness. The debt securities, whether secured or unsecured, of NMFC will rank structurally junior to all existing and future indebtedness (including trade payables) incurred by its subsidiaries, financing vehicles or similar facilities.

        In the event of NMFC's bankruptcy, liquidation, reorganization or other winding up any of its assets that secure secured debt will be available to pay obligations on unsecured debt securities only after all indebtedness under such secured debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all unsecured debt securities then outstanding after fulfillment of this obligation. As a result, the holders of unsecured indenture securities may recover less, ratably, than holders of any of NMFC's secured indebtedness.


The Trustee under the Indenture

        U.S. Bank National Association will serve as the trustee under the indenture.


Certain Considerations Relating to Foreign Currencies

        Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

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SHARES ELIGIBLE FOR FUTURE SALE

        Sales of substantial amounts of NMFC's unregistered common stock in the public market, including by New Mountain Guardian Partners, L.P., or its transferees, or the perception that such sales could occur, could adversely affect the prevailing market price of NMFC's common stock and NMFC's future ability to raise capital through the sale of its equity securities.

        Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. Any shares of NMFC's common stock to be received by New Mountain Guardian Partners, L.P. or its transferees or the Investment Adviser, if applicable with respect to any shares of NMFC's common stock received as payment of the incentive fee, would be eligible for public sale if registered under the Securities Act or sold in accordance with Rule 144 of the Securities Act. NMFC has granted Steven B. Klinsky, an entity related to Mr. Klinsky, the Investment Adviser and their permitted transferees the registration rights described below.


Rule 144

        In general, a person who has beneficially owned restricted shares of NMFC's common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of NMFC's affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) NMFC is subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares or NMFC's common stock for at least six months but who are NMFC's affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

provided, in each case, that NMFC is subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales must also comply with the manner of sale, current public information and notice provisions of Rule 144.


Registration Rights

        Pursuant to the Registration Rights Agreement entered into in connection with NMFC's IPO, the Investment Adviser has the right, subject to various conditions and limitations, to demand the filing of, and include any registerable securities held by the Investment Adviser, if any, in, registration statements relating to NMFC's common stock. Furthermore, Steven B. Klinsky and a related entity have the right to "piggyback", or include their own registrable securities in a demand registration. These registration rights could impair the prevailing market price and impair NMFC's ability to raise capital by depressing the price at which it could sell its common stock. Steven B. Klinsky, and an entity related to Steven B. Klinsky have exercised their rights under the Registration Rights Agreement and their respective shares of NMFC's common stock are being offered for resale in this prospectus. See "Selling Stockholders" in this prospectus.

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and an investment in shares of our common stock. The discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the "Code", the regulations of the U.S. Department of Treasury promulgated thereunder, which we refer to as the "Treasury regulations", the legislative history of the Code, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the "IRS", (including administrative interpretations and practices of the IRS expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers that requested and received those rulings) and judicial decisions, each as of the date of this prospectus and all of which are subject to change or differing interpretations, possibly retroactively, which could affect the continuing validity of this discussion. The U.S federal income tax laws addressed in this summary are highly technical and complex, and certain aspects of their application to us are not completely clear. In addition, certain U.S. federal income tax consequences described in this summary depend upon certain factual matters, including (without limitation) the value and tax basis ascribed to our assets and the manner in which the we operate, and certain complicated tax accounting calculations. We have not sought, and will not seek, any ruling from the IRS regarding any matter discussed in this summary, and this summary is not binding on the IRS. Accordingly, there can be no assurance that the IRS will not assert, and a court will not sustain, a position contrary to any of the tax consequences discussed below. This summary does not purport to be a complete description of all the tax aspects affecting us and our stockholders. For example, this summary does not describe all U.S. federal income tax consequences that may be relevant to certain types of stockholders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, partnerships or other pass-through entities and their owners, persons that hold shares of our common stock through a foreign financial institution, persons that hold shares of our common stock through a non-financial foreign entity, Non-U.S. stockholders (as defined below) engaged in a trade or business in the United States or Non-U.S. stockholders entitled to claim the benefits of an applicable income tax treaty, persons who have ceased to be U.S. citizens or to be taxed as resident aliens, persons holding our common stock in connection with a hedging, straddle, conversion or other integrated transaction, dealers in securities, a trader in securities that elects to use a market-to-market method of accounting for its securities holdings, pension plans and trusts, and financial institutions. This summary assumes that stockholders hold our common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment) and that all of the parties to the LLC Agreement comply with all of their respective representations, covenants and agreements contained in the LLC Agreement in accordance with their terms. This summary generally does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if the we invested in tax-exempt securities or certain other investment assets.

        A "U.S. stockholder" generally is a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

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        A "Non-U.S. stockholder" generally is a beneficial owner of shares of our common stock that is not a U.S. stockholder or a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

        If a partnership, or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of our common stock, the U.S. federal income tax treatment of the partnership and each partner generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. A stockholder that is a partnership holding shares of our common stock, and each partner in such a partnership, should consult his, her or its own tax adviser with respect to the tax consequences of the purchase, ownership and disposition of shares of our common stock.

        Tax matters are very complicated and the tax consequences to each stockholder of an investment in shares of our common stock will depend on the facts of his, her or its particular situation. You should consult your own tax adviser regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of federal, state, local and foreign tax laws, eligibility for the benefits of any applicable income tax treaty and the effect of any possible changes in the tax laws.


Our Election to be Taxed as a RIC

        We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any income that we timely distribute to our stockholders as dividends. Rather, dividends distributed by us generally will be taxable to our stockholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally will not pass through to our stockholders, subject to special rules for certain items such as net capital gains and qualified dividend income recognized by us. See "—Taxation of U.S. Stockholders" and "—Taxation of Non-U.S. Stockholders" below.

        To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify as a RIC, we must distribute to our stockholders, for each taxable year, at least 90.0% of our "investment company taxable income", which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the "Annual Distribution Requirement").


Taxation as a RIC

        If we:

then we will not be subject to U.S. federal income tax on the portion of our income that is timely distributed (or is deemed to be timely distributed) to our stockholders. If we fail to qualify as a RIC, we will be subject to U.S. federal income tax at the regular corporate rates on our income and capital gains.

        We will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98.0% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed and on which we did not pay corporate-level income tax, in preceding years (the "Excise Tax Avoidance

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Requirement"). While we intend to make distributions to our stockholders in each taxable year that will be sufficient to avoid any federal excise tax on our earnings, there can be no assurance that we will be successful in entirely avoiding this tax.

        In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

        NMF Holdings is treated as a disregarded entity for U.S. federal income tax purposes. As a result, NMF Holdings will itself not be subject to U.S. federal income tax and, for U.S. federal income tax purposes, we will take into account all of NMF Holdings' assets and items of income, gain, loss, deduction and credit. In the remainder of this discussion, except as otherwise indicated, references to "we" "us" "our" and "NMFC" include NMF Holdings.

        NMF SLF is treated as a disregarded entity for U.S. federal income tax purposes. As a result, NMF SLF will itself not be subject to U.S. federal income tax and, for U.S. federal income tax purposes, we will take into account all of NMF SLF's assets and items of income, gain, loss, deduction and credit. In the remainder of this discussion, except as otherwise indicated, references to "we" "us" "our" and "NMFC" include NMF SLF.

        A RIC is limited in its ability to deduct expenses in excess of its "investment company taxable income" (which is, generally, ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses). If our expenses in a given year exceed our investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years and such net operating losses do not pass through to its stockholders. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC's investment company taxable income, but may carry forward such losses, and use them to offset capital gains, indefinitely. Due to these limits on the deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several years that we are required to distribute and that is taxable to its stockholders even if such income is greater than the aggregate net income we actually earned during those years.

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Failure of NMFC to Qualify as a RIC

        If we fail to satisfy the 90.0% Income Test or the Diversification Tests for any taxable year or quarter of such taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which may, among other things, require us to pay certain corporate-level federal taxes or to dispose of certain assets). If we fail to qualify for treatment as a RIC and such relief provisions do not apply to us, we will be subject to U.S. federal income tax on all of our taxable income at regular corporate rates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our stockholders. Distributions would not be required. However, if distributions were made, any such distributions would be taxable to our stockholders as ordinary dividend income and, subject to certain limitations under the Code, any such distributions would be eligible for the 20.0% maximum rate applicable to non-corporate taxpayers to the extent of our current or accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and any remaining distributions would be treated as a capital gain.

        Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the ten-year period (or five-year period for taxable years beginning during 2013) after our requalification as a RIC, unless we made a special election to pay corporate-level U.S. federal income tax on such built-in gain at the time of our requalification as a RIC. We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a particular year would be in our best interests.


Taxation of U.S. Stockholders

        The following discussion only applies to U.S. stockholders. Prospective stockholders that are not U.S. stockholders should refer to "—Taxation of Non-U.S. Stockholders" below.

Distributions

        Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our "investment company taxable income" (which is, generally, our net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent that such distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions ("Qualifying Dividends") may be eligible for a maximum tax rate of 20.0%. In this regard, it is anticipated that distributions paid by NMFC will generally not be attributable to dividends received by us and, therefore, generally will not qualify for the 20.0% maximum rate applicable to Qualifying Dividends. Distributions of our net capital gains (which are generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as "capital gain dividends" in written statements furnished to its stockholders will be taxable to a U.S. stockholder as long-term capital gains that are currently taxable at a maximum rate of 20.0% in the case of individuals, trusts or estates, regardless of the U.S. stockholder's holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder's adjusted tax

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basis in such stockholder's common stock and, after the adjusted tax basis is reduced to zero, will constitute capital gains to such U.S. stockholder.

        We may retain some or all of our realized net long-term capital gains in excess of realized net short-term capital losses, but designate the retained net capital gain as a "deemed distribution". In that case, among other consequences, (i) we will pay tax on the retained amount, (ii) each U.S. stockholder will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and (iii) the U.S. stockholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. Because we expect to pay tax on any retained net capital gains at the regular corporate tax rate, and because that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual U.S. stockholders will be treated as having paid will exceed the tax they owe on the capital gain distribution and such excess generally may be refunded or claimed as a credit against the U.S. stockholder's other U.S. federal income tax obligations. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder's cost basis for his, her or its common stock. In order to utilize the deemed distribution approach, we must provide written notice to its stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of its investment company taxable income as a "deemed distribution".

        For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by its U.S. stockholders on December 31 of the year in which the dividend was declared.

        If an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment.

        We or the applicable withholding agent will send to each of its U.S. stockholders, as promptly as possible after the end of each calendar year, a notice reporting the amounts includible in such U.S. stockholder's taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year's distributions from us generally will be reported to the IRS (including the amount of dividends, if any, that are Qualifying Dividends eligible for the 20.0% maximum rate). Dividends paid by us generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to Qualifying Dividends because our income generally will not consist of dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder's particular situation.

Alternative Minimum Tax

        As a RIC, we will be subject to alternative minimum tax, also referred to as "AMT", but any items that are treated differently for AMT purposes must be apportioned between us and our U.S. stockholders, and this may affect the U.S. stockholders' AMT liabilities. Although Treasury regulations explaining the precise method of apportionment have not yet been issued, such items will generally be apportioned in the same proportion that dividends paid to each U.S. stockholder bear to our taxable income (determined without regard to the dividends paid deduction), unless a different method for a particular item is warranted under the circumstances.

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Dividend Reinvestment Plan

        Under the dividend reinvestment plan, if a U.S. stockholder owns shares of our common stock registered in the U.S. stockholder's own name, the U.S. stockholder will have all cash distributions automatically reinvested in additional shares of our common stock unless the U.S. stockholder opts out of the dividend reinvestment plan by delivering a written, phone or internet notice to the plan administrator at least three days prior to the payment date of the next dividend or distribution. See "Dividend Reinvestment Plan". Any distributions reinvested under the plan will nevertheless remain taxable to the U.S. stockholder. The U.S. stockholder will have an adjusted tax basis in the additional shares of our common stock purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the U.S. stockholder's account.

Dispositions

        A U.S. stockholder generally will recognize taxable gain or loss if the U.S. stockholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or loss will be measured by the difference between such stockholder's adjusted tax basis in the common stock sold and the amount of the proceeds received in exchange. Any gain or loss arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. stockholder has held his, her or its shares for more than one year; otherwise, any such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. In general, non-corporate U.S. stockholders currently are subject to a maximum U.S. federal income tax rate of 20.0% on their recognized net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in shares of our common stock. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their "net investment income", which generally includes net income from interest, dividends, annuities, royalties and rents, and net capital gains (other than certain amounts earned from trades or businesses). Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum 35.0% rate also applied to ordinary income. Non-corporate U.S. stockholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate U.S. stockholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. stockholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

Tax Shelter Reporting Regulations

        Under applicable Treasury regulations, if a U.S. stockholder recognizes a loss with respect to our common stock of $2.0 million or more for a non-corporate U.S. stockholder or $10.0 million or more for a corporate U.S. stockholder in any single taxable year (or a greater loss over a combination of years), the U.S. stockholder must file with the IRS a disclosure statement on Form 8886. Direct U.S. stockholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. stockholders of a RIC are not excepted. Future guidance may extend the

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current exception from this reporting requirement to U.S. stockholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. U.S. stockholders should consult their own tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Backup Withholding

        We may be required to withhold U.S. federal income tax ("backup withholding") from any distribution to a U.S. stockholder (other than a corporation, a financial institution, or a stockholder that otherwise qualifies for an exemption) (1) that fails to provide us or the distribution paying agent with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual's taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's U.S. federal income tax liability, provided that proper information is timely provided to the IRS.


Taxation of Non-U.S. Stockholders

        The following discussion applies only to Non-U.S. stockholders. Whether an investment in shares of our common stock is appropriate for a Non-U.S. stockholder will depend upon that person's particular circumstances. An investment in shares of our common stock by a Non-U.S. stockholder may have adverse tax consequences to such Non-U.S. stockholder. Non-U.S. stockholders should consult their tax advisers before investing in our common stock.

Distributions; Dispositions

        Subject to the discussion in "—Foreign Account Tax Compliance Act" below, distributions of our "investment company taxable income" to Non-U.S. stockholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to Non-U.S. stockholders directly) will be subject to withholding of U.S. federal income tax at a 30.0% rate (or lower rate provided by an applicable income tax treaty) to the extent of our current or accumulated earnings and profits, unless an applicable exception applies. If the distributions are effectively connected with a U.S. trade or business of the Non-U.S. stockholder (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the Non-U.S. stockholder), we will not be required to withhold U.S. federal income tax if the Non-U.S. stockholder complies with applicable certification and disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. (Special certification requirements apply to a Non-U.S. stockholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisers.)

        In addition, dividends with respect to any taxable year of ours beginning on or before December 31, 2013 were not subject to withholding of U.S. federal income tax to the extent the dividends were properly reported by us as "interest- related dividends" or "short-term capital gain dividends". Under this exemption, interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gains that would not have been subject to withholding of U.S. federal income tax at the source if they had been received directly by a foreign person, and that satisfy certain other requirements. No assurance can be given as to whether this exemption will be extended for taxable years after 2013. In addition, no assurance can be given as to whether any of our distributions will be eligible for this exemption from withholding tax or, if eligible, will be reported as such by us.

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        Subject to the discussion in "—Foreign Account Tax Compliance Act" below, actual or deemed distributions of our net capital gains to a Non-U.S. stockholder, and gains realized by a Non-U.S. stockholder upon the sale of our common stock, will not be subject to U.S. federal income or withholding tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. stockholder (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the Non-U.S. stockholder).

        If we distribute our net capital gains in the form of deemed rather than actual distributions, a Non-U.S. stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder's allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the Non-U.S. stockholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return, even if the Non-U.S. stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate Non-U.S. stockholder, both distributions (actual or deemed) and gains realized upon the sale of our common stock that are effectively connected with a U.S. trade or business may, under certain circumstances, be subject to an additional "branch profits tax" at a 30.0% rate (or at a lower rate if provided for by an applicable income tax treaty). Accordingly, investment in shares of our common stock may not be appropriate for a Non-U.S. stockholder.

Dividend Reinvestment Plan

        Under our dividend reinvestment plan, if a Non-U.S. stockholder owns shares of our common stock registered in the Non-U.S. stockholder's own name, the Non-U.S. stockholder will have all cash distributions automatically reinvested in additional shares of our common stock unless it opts out of the dividend reinvestment plan by delivering a written, phone or internet notice to the plan administrator at least three days prior to the payment date of the next dividend or distribution. See "Dividend Reinvestment Plan". If the distribution is a distribution of our investment company taxable income, is not reported by us as a short-term capital gain dividend or interest-related dividend, if applicable, and is not effectively connected with a U.S. trade or business of the Non-U.S. stockholder (or, if required by an applicable income tax treaty, is not attributable to a U.S. permanent establishment of the Non-U.S. stockholder), the amount distributed (to the extent of our current or accumulated earnings and profits) will be subject to withholding of U.S. federal income tax at a 30.0% rate (or lower rate provided by an applicable income tax treaty) and only the net after-tax amount will be reinvested in our common stock. If the distribution is effectively connected with a U.S. trade or business of the Non-U.S. stockholder (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the Non-U.S. stockholder), the full amount of the distribution generally will be reinvested in our common stock and will nevertheless be subject to U.S. federal income tax at the ordinary income rates applicable to U.S. persons. The Non-U.S. stockholder will have an adjusted tax basis in the additional shares of our common stock purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the Non-U.S. stockholder's account.

Backup Withholding

        A Non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax, will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on taxable distributions unless the Non-U.S. stockholder provides us or the distribution paying agent with an IRS Form W-8BEN, W-8BEN-E (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. stockholder or otherwise establishes an exemption from backup withholding.

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        Non-U.S. stockholders should consult their own tax advisers with respect to the U.S. federal income and withholding tax consequences, and state, local and foreign tax consequences, of an investment in shares of our common stock.


Foreign Account Tax Compliance Act

        The Foreign Account Tax Compliance Act generally imposes a 30.0% withholding tax on payments of certain types of income to foreign financial institutions that fail to enter into an agreement with the United States Treasury to report certain required information with respect to accounts held by United States persons (or held by foreign entities that have U.S. persons as substantial owners). The types of income subject to the tax include U.S. source dividends paid after June 30, 2014, and the gross proceeds from the sale of any property that could produce U.S. source dividends received after December 31, 2016. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder's account. In addition, subject to certain exceptions, this legislation also imposes a 30.0% withholding on payments to foreign entities that are not financial institutions unless the foreign entity certifies that it does not have a 10.0% or greater U.S. owner or provides the withholding agent with identifying information on each 10.0% or greater U.S. owner. When these provisions become effective, depending on the status of a Non-U.S. Holder and the status of the intermediaries through which they hold their units, Non-U.S. Holders could be subject to this 30.0% withholding tax with respect to distributions on their shares of our common stock and proceeds from the sale of their shares of our common stock. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes.


Certain State, Local and Foreign Tax Matters

        We and our stockholders may be subject to state, local or foreign taxation in various jurisdictions in which we or they transact business, own property or reside. The state, local or foreign tax treatment of us and our stockholders may not conform to the U.S. federal income tax treatment discussed above. In particular, our investments in foreign securities may be subject to foreign withholding taxes and we may be subject to the New York City Unincorporated Business Tax which is imposed at a 4.0% rate. The imposition of any such foreign, New York City or other taxes would reduce cash available for distribution to our stockholders, and our stockholders would not be entitled to claim a credit or deduction with respect to such taxes. Prospective investors should consult with their own tax advisers regarding the application and effect of state, local and foreign income and other tax laws on an investment in shares of our common stock.

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REGULATION

        NMFC has elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to investments by a BDC in another investment company and transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of the directors be persons other than "interested persons", as that term is defined in the 1940 Act. In addition, the 1940 Act provides that NMFC may not change the nature of our business so as to cease to be, or to withdraw its election as a BDC unless approved by a majority of our outstanding voting securities. The 1940 Act defines "a majority of the outstanding voting securities" as the lesser of (i) 67.0% or more of the voting securities present at a meeting if the holders of more than 50.0% of our outstanding voting securities are present or represented by proxy or (ii) more than 50.0% of our voting securities.

        NMFC may, to the extent permitted under the 1940 Act, issue additional equity or debt capital. NMFC will generally not be able to issue and sell its common stock at a price below net asset value per share. See "Risk Factors—Regulations governing the operations of BDCs will affect our ability to raise additional equity capital as well as our ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies". NMFC may, however, sell its common stock, or warrants, options or rights to acquire its common stock, at a price below the then-current net asset value of its common stock if its board of directors determines that such sale is in the best interests of NMFC and the best interests of its stockholders, and its stockholders approve such sale. In addition, NMFC may generally issue new shares of its common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

        As a BDC, we will not generally be permitted to invest in any portfolio company in which the Investment Adviser or any of its affiliates currently have an investment or to make any co-investments with the Investment Adviser or its affiliates without an exemptive order from the SEC. In addition, as a BDC, NMFC is not permitted to issue stock in consideration for services.


Qualifying Assets

        Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70.0% of the BDC's total assets. The principal categories of qualifying assets relevant to our business are any of the following:

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        In addition, a BDC must have been organized and have its principal place of business in the U.S. and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

        As of March 31, 2014, 6.6% of NMF Holdings' total assets were not qualifying assets.


Managerial Assistance to Portfolio Companies

        In order to count portfolio securities as qualifying assets for the purpose of the 70.0% test, NMFC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance, except that, where NMFC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. The Administrator or its affiliate provides such managerial assistance on NMFC's behalf to portfolio companies that request this assistance.


Temporary Investments

        Pending investments in other types of qualifying assets, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment (collectively, as "temporary investments"), so that 70.0% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its

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agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25.0% of our total assets constitute repurchase agreements from a single counterparty, NMFC would not meet the Diversification Tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. The Investment Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.


Senior Securities

        We are permitted, under specified conditions, to issue multiple classes of debt if our asset coverage, as defined in the 1940 Act, is at least equal to 200.0% immediately after each such issuance. In addition, while any senior securities remain outstanding (other than any indebtedness issued in consideration of a privately arranged loan, such as any indebtedness outstanding under the Holdings Credit Facility or the SLF Credit Facility), we must make provisions to prohibit any distribution to our stockholders or the repurchase of our equity securities unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5.0% of the value of our total assets for temporary or emergency purposes without regard to our asset coverage. We will include the assets and liabilities of NMF Holdings and NMF SLF for purposes of calculating the asset coverage ratio. For a discussion of the risks associated with leverage, see "Risk Factors—Risks Relating to Our Business—Regulations governing the operations of BDCs will affect our ability to raise additional equity capital as well as our ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies" and "—We borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us".


Code of Ethics

        We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us so long as such investments are made in accordance with the code's requirements. You may read and copy the code of ethics at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, District of Columbia 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330, and a copy of the code of ethics may be obtained, after paying a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov. In addition, the code of ethics is available on the SEC's Internet site at http://www.sec.gov.


Compliance Policies and Procedures

        We and the Investment Adviser have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws and we are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering these policies and procedures.


Proxy Voting Policies and Procedures

        We have delegated our proxy voting responsibility to the Investment Adviser. The proxy voting policies and procedures of the Investment Adviser are set forth below. The guidelines will be reviewed

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periodically by the Investment Adviser and NMFC's non-interested directors, and, accordingly, are subject to change.

Introduction

        As an investment adviser registered under the Advisers Act, the Investment Adviser has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote our securities in a timely manner free of conflicts of interest and in the best interests of NMFC.

        The policies and procedures for voting proxies for the investment advisory clients of the Investment Adviser are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

Proxy policies

        The Investment Adviser will vote proxies relating to our securities in our best interest. It will review on a case-by-case basis each proposal submitted for a stockholder vote to determine its impact on the portfolio securities held by us. Although the Investment Adviser will generally vote against proposals that may have a negative impact on its clients' portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.

        The proxy voting decisions of the Investment Adviser are made by the senior officers who are responsible for monitoring each of its clients' investments. To ensure that its vote is not the product of a conflict of interest, it will require that: (a) anyone involved in the decision making process disclose to its chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision making process or vote administration are prohibited from revealing how the Investment Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.

Proxy voting records

        You may obtain, without charge, information regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, 787 Seventh Avenue, 48th Floor, New York, New York 10019.


Other

        We will be periodically examined by the SEC for compliance with the 1940 Act.

        We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we will be prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

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Exchange Act and Sarbanes-Oxley Act Compliance

        The Sarbanes-Oxley Act of 2002 imposes a variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect NMFC. For example:

        The Sarbanes-Oxley Act of 2002 requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder. We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act of 2002 and will take actions necessary to ensure that we are in compliance therewith.


Fundamental Investment Policies

        Neither our investment objective nor our investment policies are identified as fundamental. Accordingly, our investment objective and policies may be changed by us without the approval of our stockholders.


NYSE Corporate Governance Regulations

        The NYSE has adopted corporate governance regulations that listed companies must comply with. NMFC intends to be in compliance with such corporate governance listing standards applicable to BDCs. NMFC intends to monitor its compliance with all future listing standards and to take all necessary actions to ensure that it is in compliance therewith. On January 2, 2013, we received a letter of public reprimand from the NYSE indicating that NMFC had failed to comply with Section 204.12 of the NYSE Listed Company Manual requiring ten days prior notice of a record date, in connection with the announcement of a special dividend distribution. If NMFC were to be delisted by the NYSE, the liquidity of NMFC's common stock would be materially impaired.

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PLAN OF DISTRIBUTION

        We may offer, from time to time, up to $150,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock, debt securities or warrants, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. In addition, this prospectus relates to [            ] shares of NMFC's common stock that may be sold by the selling stockholders identified under "Selling Stockholders". We may sell the securities through underwriters or dealers, directly to one or more purchasers through agents or through a combination of any such methods of sale. In the case of a rights offering, the applicable prospectus supplement will set forth the number of shares of our common stock issuable upon the exercise of each right and the other terms of such rights offering. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds we will receive from the sale; any options under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents' or underwriters' compensation; the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the shares offered by the prospectus supplement.

        The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock, less any underwriting commissions or discounts, must equal or exceed the net asset value per share of our common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with the prior approval of the majority of our common stockholders, or (iii) under such other circumstances as the SEC may permit. Any offering of securities by us that requires the consent of the majority of our common stockholders, must occur, if at all, within one year after receiving such consent. The price at which the securities may be distributed may represent a discount from prevailing market prices.

        In connection with the sale of the securities, underwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. The maximum aggregate commission or discount to be received by any member of FINRA or independent broker-dealer, including any reimbursements to underwriters or agents for certain fees and legal expenses incurred by them, will not be greater than 10.0% of the gross proceeds of the sale of shares offered pursuant to this prospectus and any applicable prospectus supplement.

        Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the option to purchase additional shares from us or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a

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selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

        Any underwriters that are qualified market makers on the NYSE may engage in passive market making transactions in our common stock on the NYSE in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker's bid, however, the passive market maker's bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the shares at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

        We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

        Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on the NYSE. We may elect to list any other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

        Under agreements that we may enter, underwriters, dealers and agents who participate in the distribution of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

        If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

        We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement.

        In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers.

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SAFEKEEPING AGENT, CUSTODIAN, TRANSFER AGENT, DISTRIBUTION PAYING AGENT AND REGISTRAR

        We maintain custody of our assets in accordance with the requirements of Rule 17f-2 under the 1940 Act. Also in accordance with this rule, some of our portfolio securities are held under a safekeeping agreement, by Wells Fargo Bank, National Association, which is a bank whose functions and physical facilities are supervised by federal or state authority. The address of the safekeeping agent is: 9062 Old Annapolis Road, Columbia, Maryland 21045. In addition, some of our portfolio securities are held under a custody agreement by U.S. Bank National Association. The address of the custodian is: One Federal Street, 3rd Floor, Boston, Massachusetts 02110. American Stock Transfer & Trust Company, LLC acts as our transfer agent, distribution paying agent and registrar. The principal address of the transfer agent, distribution paying agent and registrar is 6201 15th Avenue, Brooklyn, New York 11219, telephone number: (800) 937-5449.


BROKERAGE ALLOCATION AND OTHER PRACTICES

        Since we generally acquire and dispose of our investments in privately negotiated transactions, we expect that we will infrequently use brokers in the normal course of our business. Subject to policies established by our board of directors, the Investment Adviser is primarily responsible for the execution of the publicly-traded securities portion of our portfolio transactions and the allocation of brokerage commissions. The Investment Adviser does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities. While the Investment Adviser generally seeks reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Investment Adviser may select a broker based partly upon brokerage or research services provided to the Investment Adviser and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if the Investment Adviser determines in good faith that such commission is reasonable in relation to the services provided.


LEGAL MATTERS

        Certain legal matters regarding the securities offered hereby will be passed upon for us by Sutherland Asbill & Brennan LLP, Washington, D.C. Certain legal matters in connection with the offering will be passed upon for the underwriters, if any, by the counsel named in the applicable prospectus supplement.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        With respect to the unaudited interim financial information of New Mountain Finance Holdings, L.L.C. and New Mountain Finance Corporation as of March 31, 2014 and for the three month periods ended March 31, 2014 and 2013, which is included in this prospectus, Deloitte & Touche LLP, an independent registered public accounting firm, has applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report included in this prospectus, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

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        The consolidated financial statements of New Mountain Finance Holdings, L.L.C. as of December 31, 2013, 2012 and 2011 and for each of the three years ended December 31, 2013, and the financial statements of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013, 2012 and 2011, for the years ended December 31, 2013, 2012 and for the period from May 19, 2011 (Commencement of Operations) to December 31, 2011, including the Senior Securities table, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement. Such financial statements and information included in the Senior Securities table as of December 31, 2013, 2012, 2011, 2010 and 2009 have been so included in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.

        The principal business address of Deloitte & Touche LLP is 30 Rockefeller Center Plaza, New York, New York 10112.


AVAILABLE INFORMATION

        We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this prospectus. The registration statement contains additional information about NMFC and the securities being offered by this prospectus.

        We are required to file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information, as well as the registration statement and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, District of Columbia 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC's website at http://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 100 F Street, N.E., Washington, District of Columbia 20549. This information will also be available free of charge by contacting us at 787 Seventh Avenue, 48th Floor, New York, New York 10019, by telephone at (212) 720-0300, or on our website at http://www.newmountainfinance.com. Information contained on our website or on the SEC's web site about us is not incorporated into this prospectus and you should not consider information contained on our website or on the SEC's website to be part of this prospectus.


PRIVACY NOTICE

        Your privacy is very important to us. This Privacy Notice sets forth our policies with respect to non-public personal information about our shareholders and prospective and former shareholders. These policies apply to shareholders of NMFC and may be changed at any time, provided a notice of such change is given to you. This notice supersedes any other privacy notice you may have received from us.

        We will safeguard, according to strict standards of security and confidentiality, all information we receive about you. The only information we collect from you is your name, address, number of shares you hold and your social security number. This information is used only so that we can send you annual reports and other information about us, and send you proxy statements or other information required by law.

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        We do not share this information with any non-affiliated third party except as described below.

        We seek to carefully safeguard your private information and, to that end, restrict access to non-public personal information about you to those employees and other persons who need to know the information to enable us to provide services to you. We maintain physical, electronic and procedural safeguards to protect your non-public personal information.

        If you have any questions regarding this policy or the treatment of your non-public personal information, please contact our Chief Compliance Officer at (212) 655-0024.

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INDEX TO FINANCIAL STATEMENTS

 
  PAGE  

INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2014

 

New Mountain Finance Holdings, L.L.C.

       

Consolidated Statements of Assets, Liabilities and Members' Capital as of March 31, 2014 (unaudited) and December 31, 2013

    F-3  

Consolidated Statements of Operations for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-4  

Consolidated Statements of Changes in Members' Capital for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-5  

Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-6  

Consolidated Schedule of Investments as of March 31, 2014 (unaudited)

    F-7  

Consolidated Schedule of Investments as of December 31, 2013

    F-13  

New Mountain Finance Corporation

       

Statements of Assets and Liabilities as of March 31, 2014 (unaudited) and December 31, 2013

    F-18  

Statements of Operations for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-19  

Statements of Changes in Net Assets for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-20  

Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-21  

New Mountain Finance AIV Holdings Corporation

       

Statements of Assets and Liabilities as of January 29, 2014 (end of operations) (unaudited) and December 31, 2013

    F-22  

Statements of Operations from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (unaudited)

    F-23  

Statements of Changes in Net Assets from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (unaudited)

    F-24  

Statements of Cash Flows from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (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-66  

AUDITED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

    F-68  

New Mountain Finance Holdings, L.L.C.

       

Consolidated Statements of Assets, Liabilities and Members' Capital as of December 31, 2013 and December 31, 2012

    F-71  

Consolidated Statements of Operations for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-72  

Consolidated Statements of Changes in Members' Capital for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-73  

Consolidated Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-74  

Consolidated Schedule of Investments as of December 31, 2013

    F-75  

Consolidated Schedule of Investments as of December 31, 2012

    F-80  

New Mountain Finance Corporation

       

Statements of Assets and Liabilities as of December 31, 2013 and December 31, 2012

    F-85  

F-1


 
  PAGE  

Statements of Operations for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-86  

Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-87  

Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-88  

New Mountain Finance AIV Holdings Corporation

       

Statements of Assets and Liabilities as of December 31, 2013 and December 31, 2012

    F-89  

Statements of Operations for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-90  

Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-91  

Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-92  

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-93  

F-2



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Assets, Liabilities and Members' Capital

(in thousands, except units and per unit data)

 
  March 31,
2014
  December 31,
2013
 
 
  (unaudited)
   
 

Assets

             

Investments at fair value (cost of $1,153,821 and $1,094,080, respectively)

  $ 1,180,206   $ 1,115,651  

Cash and cash equivalents

    13,327     14,981  

Interest and dividend receivable

    12,049     10,531  

Receivable from unsettled securities sold

    7,418      

Deferred credit facility costs (net of accumulated amortization of $3,980 and $3,562, respectively)

    4,361     4,727  

Receivable from affiliate

    383     459  

Other assets

    1,660     1,492  
           

Total assets

  $ 1,219,404   $ 1,147,841  
           
           

Liabilities

             

Holdings Credit Facility

    271,825     221,849  

SLF Credit Facility

    215,000     214,668  

Payable for unsettled securities purchased

    15,175     3,690  

Capital gains incentive fee payable

    8,050     7,636  

Incentive fee payable

    4,443     4,104  

Management fee payable

    4,176     3,856  

Interest payable

    937     814  

Payable to affiliate

    10     80  

Other liabilities

    2,640     2,628  
           

Total liabilities

    522,256     459,325  

Members' Capital

    697,148     688,516  
           

Total liabilities and members' capital

  $ 1,219,404   $ 1,147,841  
           
           

Outstanding common membership units

    47,968,000     47,896,693  

Capital per unit

  $ 14.53   $ 14.38  

   

The accompanying notes are an integral part of these consolidated financial statements.

F-3



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Operations

(in thousands)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Investment income

             

Interest income

  $ 28,139   $ 25,043  

Dividend income

    2,095      

Other income

    684     275  
           

Total investment income

    30,918     25,318  
           

Expenses

             

Incentive fee

    4,443     3,458  

Capital gains incentive fee

    1,527     2,682  
           

Total incentive fee

    5,970     6,140  

Management fee

    4,176     3,568  

Interest and other credit facility expenses

    3,413     3,071  

Professional fees

    862     572  

Administrative expenses

    596     759  

Other general and administrative expenses

    390     410  
           

Total expenses

    15,407     14,520  

Less: expenses waived and reimbursed (See Note 5)

    (774 )   (829 )
           

Net expenses

    14,633     13,691  
           

Net investment income

    16,285     11,627  

Net realized gains on investments

    2,780     1,044  

Net change in unrealized appreciation (depreciation) of investments

    4,814     11,890  
           

Net increase in members' capital resulting from operations

  $ 23,879   $ 24,561  
           
           

   

The accompanying notes are an integral part of these consolidated financial statements.

F-4



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Changes in Members' Capital

(in thousands)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Increase in members' capital resulting from operations:

             

Net investment income

  $ 16,285   $ 11,627  

Net realized gains on investments

    2,780     1,044  

Net change in unrealized appreciation (depreciation) of investments

    4,814     11,890  
           

Net increase in members' capital resulting from operations

    23,879     24,561  

Net contributions

        28,400  

Dividends declared

    (16,285 )   (13,797 )

Offering costs

        (75 )

Reinvestment of dividends

    1,038     1,450  
           

Net increase in members' capital

    8,632     40,539  

Members' capital at beginning of period

    688,516     569,939  
           

Members' capital at end of period

  $ 697,148   $ 610,478  
           
           

   

The accompanying notes are an integral part of these consolidated financial statements.

F-5



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Cash flows from operating activities

             

Net increase in members' capital resulting from operations

  $ 23,879   $ 24,561  

Adjustments to reconcile net (increase) decrease in members' capital resulting from operations to net cash (used in) provided by operating activities:

             

Net realized gains on investments

    (2,780 )   (1,044 )

Net change in unrealized (appreciation) depreciation of investments

    (4,814 )   (11,890 )

Amortization of purchase discount

    (712 )   (1,103 )

Amortization of deferred credit facility costs

    418     357  

Non-cash interest income

    (573 )   (114 )

(Increase) decrease in operating assets:

             

Purchase of investments

    (158,292 )   (112,005 )

Proceeds from sales and paydowns of investments

    102,436     85,110  

Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities

    126      

Cash paid for purchase of drawn portion of revolving credit or delayed draw facilities

    (516 )    

Cash repayments on drawn revolvers

    570      

Interest and dividend receivable

    (1,518 )   (3,209 )

Receivable from unsettled securities sold

    (7,418 )   9,962  

Receivable from affiliate

    76     39  

Other assets

    (168 )   (157 )

Increase (decrease) in operating liabilities:

             

Payable for unsettled securities purchased

    11,485     (9,700 )

Capital gains incentive fee payable

    414     2,682  

Incentive fee payable

    339     68  

Management fee payable

    320     346  

Interest payable

    123     98  

Payable to affiliate

    (70 )   5  

Other liabilities

    56     238  
           

Net cash flows used in operating activities

    (36,619 )   (15,756 )
           

Cash flows from financing activities

             

Net contributions

        28,400  

Dividends paid

    (15,247 )   (18,023 )

Offering costs paid

    (78 )   (224 )

Proceeds from Holdings Credit Facility

    93,076     65,425  

Repayment of Holdings Credit Facility

    (43,100 )   (57,200 )

Proceeds from SLF Credit Facility

    332     3,238  

Repayment of SLF Credit Facility

        (2,500 )

Deferred credit facility costs paid

    (18 )   (234 )
           

Net cash flows provided by financing activities

    34,965     18,882  
           

Net (decrease) increase in cash and cash equivalents

    (1,654 )   3,126  

Cash and cash equivalents at the beginning of the period

    14,981     12,752  
           

Cash and cash equivalents at the end of the period

  $ 13,327   $ 15,878  
           

Supplemental disclosure of cash flow information

             

Interest paid

  $ 2,714   $ 2,545  

Non-cash financing activities:

             

Dividends declared and payable

  $   $ 5,516  

Value of members' capital issued in connection with dividend reinvestment plan

    1,038     1,450  

Accrual for offering costs

    690     828  

Accrual for deferred credit facility costs

    55     64  

   

The accompanying notes are an integral part of these consolidated financial statements.

F-6



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

March 31, 2014

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Funded Debt Investments—Australia

                                       

Project Sunshine IV Pty Ltd**

                                       

Media

  First lien(2)   8.00% (Base Rate + 7.00%)     2/28/2019   $ 12,500   $ 12,377   $ 12,656     1.82 %
                                   

Total Funded Debt Investments—Australia

                $ 12,500   $ 12,377   $ 12,656     1.82 %
                                   

Funded Debt Investments—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Stratus Technologies Bermuda Ltd. / Stratus Technologies, Inc.

                                       

Information Technology

  First lien(2)(7)   12.00%     3/29/2015   $ 6,497   $ 6,385   $ 7,244     1.04 %
                                   

Total Funded Debt Investments—Bermuda

                $ 6,497   $ 6,385   $ 7,244     1.04 %
                                   

Funded Debt Investments—Cayman Islands

                                       

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited**

                                       

Software

  Second lien(2)   10.50% (Base Rate + 9.25%)     7/30/2020   $ 35,000   $ 34,537   $ 35,613     5.11 %
                                   

Total Funded Debt Investments—Cayman Islands

                $ 35,000   $ 34,537   $ 35,613     5.11 %
                                   

Funded Debt Investments—United States

                                       

McGraw-Hill Global Education Holdings, LLC

                                       

Education

  First lien(2)   9.75%     4/1/2021   $ 24,500   $ 24,351   $ 27,930        

  First lien(3)   5.75% (Base Rate + 4.75%)     3/22/2019     14,963     14,574     15,086        
                                   

                  39,463     38,925     43,016     6.17 %
                                   

Deltek, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     10/10/2019     41,000     40,979     41,820     6.00 %

Global Knowledge Training LLC

                                       

Education

  Second lien(2)   11.00% (Base Rate + 9.75%)     10/21/2018     41,450     41,088     41,650     5.97 %

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

                                       

Software

  First lien(3)   7.25% (Base Rate + 5.75%)     11/22/2017     6,514     6,422     6,571        

  Second lien(2)   11.00% (Base Rate + 9.50%)     11/22/2018     33,321     32,832     33,383        
                                   

                  39,835     39,254     39,954     5.73 %
                                   

Kronos Incorporated

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.50%)     4/30/2020     37,641     37,332     39,084     5.61 %

UniTek Global Services, Inc.

                                       

Business Services

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     26,584     25,750     25,291        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     6,436     6,234     6,123        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     5,350     5,182     5,090        
                                   

                  38,370     37,166     36,504     5.24 %
                                   

SRA International, Inc.

                                       

Federal Services

  First lien(2)   6.50% (Base Rate + 5.25%)     7/20/2018     34,750     33,835     34,923     5.01 %

YP Holdings LLC(8)

                                       

YP LLC

                                       

Media

  First lien(2)   8.03% (Base Rate + 6.72%)     6/4/2018     34,096     33,677     34,459     4.94 %

Edmentum, Inc.(fka Plato, Inc.)

                                       

Education

  Second lien(2)   11.25% (Base Rate + 9.75%)     5/17/2019     31,150     30,703     31,462     4.51 %

Rocket Software, Inc.

                                       

Software

  Second lien(2)   10.25% (Base Rate + 8.75%)     2/8/2019     30,875     30,739     31,081     4.46 %

Tolt Solutions, Inc.(13)

                                       

Business Services

  First lien(2)   7.00% (Base Rate + 6.00%)     3/7/2019     15,000     15,000     15,000        

  First lien(2)   12.00% (Base Rate + 11.00%)     3/7/2019     15,000     15,000     15,000        
                                   

                  30,000     30,000     30,000     4.30 %
                                   

JHCI Acquisition, Inc.

                                       

Distribution & Logistics

  First lien(3)   7.00% (Base Rate + 5.75%)     7/11/2019   $ 19,123   $ 18,863   $ 19,553        

  Second lien(2)   11.00% (Base Rate + 9.75%)     7/11/2020     10,000     9,721     10,013        
                                   

                  29,123     28,584     29,566     4.24 %
                                   

CompassLearning, Inc.(12)

                                       

Education

  First lien(2)   8.00% (Base Rate + 6.75%)     11/26/2018     30,000     29,293     29,250     4.20 %

F-7



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

March 31, 2014

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Transtar Holding Company

                                       

Distribution & Logistics

  Second lien(2)   10.00% (Base Rate + 8.75%)     10/9/2019     28,300     27,859     28,017     4.02 %

KeyPoint Government Solutions, Inc.

                                       

Federal Services

  First lien(3)   7.25% (Base Rate + 6.00%)     11/13/2017     19,918     19,538     19,719        

  First lien(2)   7.25% (Base Rate + 6.00%)     11/13/2017     6,607     6,514     6,541        
                                   

                  26,525     26,052     26,260     3.77 %
                                   

Meritas Schools Holdings, LLC

                                       

Education

  First lien(3)   7.00% (Base Rate + 5.75%)     6/25/2019     19,900     19,722     20,049        

  First lien(2)   7.00% (Base Rate + 5.75%)     6/25/2019     5,905     5,853     5,950        
                                   

                  25,805     25,575     25,999     3.73 %
                                   

Sierra Hamilton LLC / Sierra Hamilton Finance, Inc.

                                       

Energy

  First lien(2)   12.25%     12/15/2018     25,000     25,000     25,688     3.68 %

Permian Tank & Manufacturing, Inc.

                                       

Energy

  First lien(2)   10.50%     1/15/2018     24,500     24,742     25,051     3.59 %

Aderant North America, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     6/20/2019     24,000     23,742     24,479     3.51 %

McGraw-Hill School Education Holdings, LLC

                                       

Education

  First lien(3)   6.25% (Base Rate + 5.00%)     12/18/2019     19,950     19,757     20,115        

  First lien(2)   6.25% (Base Rate + 5.00%)     12/18/2019     1,995     1,976     2,011        
                                   

                  21,945     21,733     22,126     3.17 %
                                   

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(3)   7.00% (Base Rate + 5.50%)     10/6/2016     21,023     20,791     21,089     3.03 %

LM U.S. Member LLC (and LM U.S. Corp Acquisition Inc.)

                                       

Business Services

  Second lien(3)   9.50% (Base Rate + 8.25%)     10/26/2020     20,000     19,739     20,363     2.92 %

American Pacific Corporation**

                                       

Specialty Chemicals and Materials

  First lien(3)   7.00% (Base Rate + 6.00%)     2/27/2019     16,000     15,881     16,180        

  First lien(2)   7.00% (Base Rate + 6.00%)     2/27/2019     4,000     3,970     4,045        
                                   

                  20,000     19,851     20,225     2.90 %
                                   

First American Payment Systems, L.P.

                                       

Business Services

  Second lien(3)   10.75% (Base Rate + 9.50%)     4/12/2019     20,000     19,667     20,200     2.90 %

Envision Acquisition Company, LLC

                                       

Healthcare Services

  Second lien(2)   9.75% (Base Rate + 8.75%)     11/4/2021     20,000     19,613     20,150     2.89 %

ARSloane Acquisition, LLC

                                       

Business Services

  First lien(3)   7.50% (Base Rate + 6.25%)     10/1/2019     19,900     19,714     20,037     2.87 %

Distribution International, Inc.

                                       

Distribution & Logistics

  First lien(2)   7.50% (Base Rate + 6.50%)     7/16/2019     19,850     19,491     19,899     2.85 %

eResearchTechnology, Inc.

                                       

Healthcare Services

  First lien(3)   6.00% (Base Rate + 4.75%)     5/2/2018     19,701     19,034     19,824     2.84 %

Insight Pharmaceuticals LLC

                                       

Healthcare Products

  Second lien(3)   13.25% (Base Rate + 11.75%)     8/25/2017     19,310     18,799     19,117     2.74 %

Acrisure, LLC

                                       

Business Services

  Second lien(2)   11.50% (Base Rate + 10.50%)     3/9/2020     17,675     17,500     17,498     2.51 %

St. George's University Scholastic Services LLC

                                       

Education

  First lien(3)   8.50% (Base Rate + 7.00%)     12/20/2017     15,939     15,689     16,078     2.31 %

MailSouth, Inc.

                                       

Media

  First lien(3)   6.76% (Base Rate + 4.96%)     12/14/2016     17,723     16,884     15,951     2.29 %

Ascend Learning, LLC

                                       

Education

  First lien(3)   6.00% (Base Rate + 5.00%)     7/31/2019     14,963     14,889     15,187     2.18 %

Confie Seguros Holding II Co.

                                       

Consumer Services

  Second lien(3)   10.25% (Base Rate + 9.00%)     5/8/2019     14,886     14,766     15,016     2.15 %

Smile Brands Group Inc.

                                       

Healthcare Services

  First lien(3)   7.50% (Base Rate + 6.25%)     8/16/2019   $ 14,428   $ 14,240   $ 14,495     2.08 %

Brock Holdings III, Inc.

                                       

Industrial Services

  Second lien(2)   10.00% (Base Rate + 8.25%)     3/16/2018     14,000     13,843     14,224     2.04 %

Vision Solutions, Inc.

                                       

Software

  Second lien(2)   9.50% (Base Rate + 8.00%)     7/23/2017     14,000     13,957     14,140     2.03 %

Packaging Coordinators, Inc.(10)

                                       

Healthcare Products

  Second lien(2)   9.50% (Base Rate + 8.25%)     11/10/2020     14,000     13,872     14,100     2.02 %

Asurion, LLC (fka Asurion Corporation)

                                       

Business Services

  Second lien(2)   8.50% (Base Rate + 7.50%)     3/3/2021     10,000     9,851     10,348     1.48 %

Vertafore, Inc.

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.25%)     10/27/2017     10,000     9,941     10,216     1.47 %

Vitera Healthcare Solutions, LLC

                                       

Software

  First lien(3)   6.00% (Base Rate + 5.00%)     11/4/2020     1,995     1,976     1,991        

  Second lien(3)   9.25% (Base Rate + 8.25%)     11/4/2021     7,000     6,899     7,105        
                                   

                  8,995     8,875     9,096     1.30 %
                                   

F-8



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

March 31, 2014

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)

                                       

Federal Services

  First lien(3)   7.50% (Base Rate + 6.00%)     4/21/2017     10,287     10,185     9,027     1.30 %

Harley Marine Services, Inc.

                                       

Distribution & Logistics

  Second lien(3)   10.50% (Base Rate + 9.25%)     12/20/2019     9,000     8,826     8,910     1.28 %

Virtual Radiologic Corporation

                                       

Healthcare Information Technology

  First lien(3)   7.25% (Base Rate + 5.50%)     12/22/2016     13,528     13,429     8,455     1.21 %

Physio-Control International, Inc.

                                       

Healthcare Products

  First lien(3)   9.88%     1/15/2019     6,651     6,651     7,499     1.08 %

Alion Science and Technology Corporation

                                       

Federal Services

  First lien(2)(7)   12.00% (10.00% + 2.00% PIK)*     11/1/2014     6,447     6,378     6,365     0.91 %

Immucor, Inc.

                                       

Healthcare Services

  Subordinated(3)(7)   11.13%     8/15/2019     3,000     2,962     3,405        

  Subordinated(2)(7)   11.13%     8/15/2019     2,000     1,988     2,270        
                                   

                  5,000     4,950     5,675     0.82 %
                                   

Learning Care Group (US), Inc.

                                       

Education

  Subordinated(2)   15.00% PIK*     5/8/2020     4,371     4,228     4,371        

  Subordinated(2)   15.00% PIK*     5/8/2020     800     745     800        
                                   

                  5,171     4,973     5,171     0.74 %
                                   

Education Management LLC**

                                       

Education

  First lien(3)   8.25% (Base Rate + 7.00%)     3/30/2018     4,990     4,881     4,665     0.67 %

GCA Services Group, Inc.

                                       

Business Services

  Second lien(2)   9.25% (Base Rate + 8.00%)     11/1/2020     4,000     3,965     4,059     0.58 %

CRC Health Corporation

                                       

Healthcare Services

  Second lien(2)   9.00% (Base Rate + 8.00%)     9/28/2021     4,000     3,920     3,920     0.56 %

Sophia Holding Finance LP / Sophia Holding Finance Inc.

                                       

Software

  Subordinated(2)   9.63%     12/1/2018     3,500     3,503     3,684     0.53 %

Synarc-Biocore Holdings, LLC

                                       

Healthcare Services

  Second lien(2)   9.25% (Base Rate + 8.25%)     3/10/2022     2,500     2,475     2,475     0.36 %

ATI Acquisition Company (fka Ability Acquisition, Inc.)(11)

                                       

Education

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     1,665     1,434     233        

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     103     94     103        
                                   

                  1,768     1,528     336     0.05 %
                                   

Total Funded Debt Investments—United States

                $ 1,057,063   $ 1,042,948   $ 1,057,883     151.74 %
                                   

Total Funded Debt Investments

                $ 1,111,060   $ 1,096,247   $ 1,113,396     159.71 %
                                   

Equity—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Information Technology

  Ordinary shares(2)           156,247   $ 65   $ 33        

  Preferred shares(2)           35,558     15     8        
                                     

                        80     41     0.01 %
                                     

Total Shares—Bermuda

                      $ 80   $ 41     0.01 %
                                     

Equity—United States

                                       

Crowley Holdings Preferred, LLC

                                       

Distribution & Logistics

  Preferred shares(2)   12.00% (10.00% + 2.00% PIK)*         35,191   $ 35,191   $ 35,191     5.04 %

Black Elk Energy Offshore Operations, LLC

                                       

Energy

  Preferred shares(2)   17.00%         20,000,000     20,000     20,000     2.87 %

Global Knowledge Training LLC

                                       

Education

  Ordinary shares(2)           2         3        

  Preferred shares(2)           2,423         3,809        
                                     

                            3,812     0.55 %
                                     

F-9



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

March 31, 2014

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Packaging Coordinators, Inc.(10)

                                       

Packaging Coordinators Holdings, LLC

                                       

Healthcare Products

  Ordinary shares(2)           19,427     636     755     0.11 %

Ancora Acquisition LLC(11)

                                       

Education

  Preferred shares(2)           372   $ 83   $ 83     0.01 %
                                     

Total Shares—United States

                      $ 55,910   $ 59,841     8.58 %
                                     

Total Shares

                      $ 55,990   $ 59,882     8.59 %
                                     

Warrants—United States

                                       

Learning Care Group (US), Inc.

                                       

Education

  Warrants(2)           844   $ 194   $ 561        

  Warrants(2)           3,589     61     2,384        
                                     

                        255     2,945     0.42 %
                                     

YP Holdings LLC(8)

                                       

YP Equity Investors LLC

                                       

Media

  Warrants(2)           5         2,105     0.30 %

UniTek Global Services, Inc.

                                       

Business Services

  Warrants(2)           1,014,451 (6)   1,449     1,867     0.27 %

Storapod Holding Company, Inc.

                                       

Consumer Services

  Warrants(2)           360,129     156     530     0.08 %

Alion Science and Technology Corporation

                                       

Federal Services

  Warrants(2)           6,000     293     94     0.01 %

Ancora Acquisition LLC(11)

                                       

Education

  Warrants(2)           20             0.00 %
                                     

Total Warrants—United States

                      $ 2,153   $ 7,541     1.08 %
                                     

Total Funded Investments

                      $ 1,154,390   $ 1,180,819     169.38 %
                                     

Unfunded Debt Investments—United States

                                       

MailSouth, Inc.

                                       

Media

  First lien(2)(9)—Undrawn       12/14/2015   $ 1,900   $ (181 ) $ (266 )   (0.04 )%

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(2)(9)—Undrawn       4/6/2016     5,000     (388 )   (347 )   (0.05 )%
                                   

Total Unfunded Debt Investments

                $ 6,900   $ (569 ) $ (613 )   (0.09 )%
                                   

Total Investments

                      $ 1,153,821   $ 1,180,206     169.29 %
                                     
                                     

(1)
New Mountain Finance Holdings, L.L.C. (the "Operating Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Operating Company as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, NA, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(3)
Investment is pledged as collateral for the SLF Credit Facility, a revolving credit facility among New Mountain Finance SPV Funding, L.L.C. as the Borrower, the Operating Company as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, NA, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(4)
The Operating Company holds investments in two related entities of Stratus Technologies Bermuda Holdings, Ltd. ("Stratus Holdings"). The Operating Company directly holds ordinary and preferred equity in Stratus Holdings and has a credit investment in the joint issuers of Stratus Technologies Bermuda Ltd. ("Stratus Bermuda") and Stratus Technologies, Inc. ("Stratus U.S."), collectively, the "Stratus Notes". Stratus U.S. is a wholly-owned subsidiary of Stratus Bermuda, which in turn is a wholly-owned subsidiary of Stratus Holdings. Stratus Holdings is the parent guarantor of the credit investment of the Stratus Notes.

(5)
Investment is on non-accrual status.

(6)
The Operating Company holds 1,014,451 warrants in UniTek Global Services, Inc., which represents a 4.41% equity ownership on a fully diluted basis.

(7)
Securities are registered under the Securities Act.

(8)
The Operating Company holds investments in two related entities of YP Holdings LLC. The Operating Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP LLC, a subsidiary of YP Holdings LLC.

(9)
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities. Cost amounts represent the cash received at settlement date net the impact of paydowns and cash paid for drawn revolvers.

F-10



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

March 31, 2014

(in thousands, except shares)

(unaudited)

(10)
The Operating Company holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. The Operating Company has a credit investment in Packaging Coordinators, Inc. and holds ordinary equity in Packaging Coordinators Holdings, LLC, a wholly- owned subsidiary of Packaging Coordinators, Inc.

(11)
The Operating Company holds investments in ATI Acquisition Company and Ancora Acquisition LLC. The Operating Company has credit investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. The Operating Company received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.

(12)
The Operating Company holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.

(13)
The Operating Company holds two first lien investments in Tolt Solutions, Inc. The credit investment with an interest rate at base rate + 6.00% is structured as a first lien first out credit investment. The credit investment with an interest rate at base rate + 11.00% is structured as a first lien last out credit investment.

*
All or a portion of interest contains payments-in-kind ("PIK").

**
Indicates assets that the Operating Company deems to be "non- qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Operating Company's total assets at the time of acquisition of any additional non-qualifying assets.

   

The accompanying notes are an integral part of these consolidated financial statements.

F-11



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

March 31, 2014

(unaudited)

 
  March 31, 2014  
Investment Type
  Percent of Total
Investments at
Fair Value
 

First lien

    49.13 %

Second lien

    43.93 %

Subordinated

    1.23 %

Equity and other

    5.71 %
       

Total investments

    100.00 %
       
       

 

 
  March 31, 2014  
Industry Type
  Percent of Total
Investments at
Fair Value
 

Software

    21.11 %

Education

    20.49 %

Business Services

    13.63 %

Distribution & Logistics

    10.30 %

Healthcare Services

    7.40 %

Federal Services

    6.50 %

Energy

    5.99 %

Media

    5.50 %

Healthcare Products

    3.51 %

Specialty Chemicals and Materials

    1.71 %

Consumer Services

    1.32 %

Industrial Services

    1.20 %

Healthcare Information Technology

    0.72 %

Information Technology

    0.62 %
       

Total investments

    100.00 %
       
       

 

 
  March 31, 2014  
Interest Rate Type
  Percent of Total
Investments at
Fair Value
 

Floating rates

    85.64 %

Fixed rates

    14.36 %
       

Total investments

    100.00 %
       
       

   

The accompanying notes are an integral part of these consolidated financial statements.

F-12



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Funded Debt Investments—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Stratus Technologies Bermuda Ltd. / Stratus Technologies, Inc.

                                       

Information Technology

  First lien(2)(7)   12.00%     3/29/2015   $ 6,497   $ 6,335   $ 6,529     0.95 %
                                   

Total Funded Debt Investments—Bermuda

                $ 6,497   $ 6,335   $ 6,529     0.95 %
                                   

Funded Debt Investments—Cayman Islands

                                       

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited**

                                       

Software

  Second lien(2)   10.50% (Base Rate + 9.25%)     7/30/2020   $ 30,000   $ 29,472   $ 30,362     4.41 %
                                   

Total Funded Debt Investments—Cayman Islands

                $ 30,000   $ 29,472   $ 30,362     4.41 %
                                   

Funded Debt Investments—United States

                                       

McGraw-Hill Global Education Holdings, LLC

                                       

Education

  First lien(2)   9.75%     4/1/2021   $ 24,500   $ 24,348   $ 27,195        

  First lien(3)   9.00% (Base Rate + 7.75%)     3/22/2019     17,850     17,367     18,225        
                                   

                  42,350     41,715     45,420     6.60 %
                                   

Deltek, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     10/10/2019     41,000     40,977     41,820     6.07 %

Global Knowledge Training LLC

                                       

Education

  Second lien(2)   11.00% (Base Rate + 9.75%)     10/21/2018     41,450     41,070     41,450     6.02 %

UniTek Global Services, Inc.

                                       

Business Services

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     26,382     25,508     26,382        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     6,387     6,176     6,387        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     5,309     5,133     5,309        
                                   

                  38,078     36,817     38,078     5.53 %
                                   

Edmentum, Inc.(fka Plato, Inc.)

                                       

Education

  First lien(3)   5.50% (Base Rate + 4.50%)     5/17/2018     6,433     6,240     6,465        

  Second lien(2)   11.25% (Base Rate + 9.75%)     5/17/2019     31,150     30,685     31,578        
                                   

                  37,583     36,925     38,043     5.52 %
                                   

SRA International, Inc.

                                       

Federal Services

  First lien(2)   6.50% (Base Rate + 5.25%)     7/20/2018     34,750     33,784     34,475     5.01 %

Kronos Incorporated

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.50%)     4/30/2020     31,341     31,055     32,542     4.73 %

Rocket Software, Inc.

                                       

Software

  Second lien(2)   10.25% (Base Rate + 8.75%)     2/8/2019     30,875     30,731     31,029     4.51 %

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

                                       

Software

  First lien(3)   7.25% (Base Rate + 5.75%)     11/22/2017     6,951     6,847     7,080        

  Second lien(2)   11.00% (Base Rate + 9.50%)     11/22/2018     23,353     22,780     22,876        
                                   

                  30,304     29,627     29,956     4.35 %
                                   

JHCI Acquisition, Inc.

                                       

Distribution & Logistics

  First lien(3)   7.00% (Base Rate + 5.75%)     7/11/2019     19,536     19,262     19,548        

  Second lien(3)   11.00% (Base Rate + 9.75%)     7/11/2020     10,000     9,705     9,898        
                                   

                  29,536     28,967     29,446     4.28 %
                                   

CompassLearning, Inc.(12)

                                       

Education

  First lien(2)   8.00% (Base Rate + 6.75%)     11/26/2018     30,000     29,261     29,250     4.25 %

Transtar Holding Company

                                       

Distribution & Logistics

  Second lien(2)   9.75% (Base Rate + 8.50%)     10/9/2019     28,300     27,842     27,168     3.95 %

KeyPoint Government Solutions, Inc.

                                       

Federal Services

  First lien(3)   7.25% (Base Rate + 6.00%)     11/13/2017     16,784     16,448     16,616        

  First lien(2)   7.25% (Base Rate + 6.00%)     11/13/2017     10,116     9,953     10,015        
                                   

                  26,900     26,401     26,631     3.87 %
                                   

Meritas Schools Holdings, LLC

                                       

Education

  First lien(3)   7.00% (Base Rate + 5.75%)     6/25/2019   $ 19,950   $ 19,763   $ 20,087        

  First lien(2)   7.00% (Base Rate + 5.75%)     6/25/2019     5,920     5,865     5,961        
                                   

                  25,870     25,628     26,048     3.78 %
                                   

Sierra Hamilton LLC / Sierra Hamilton Finance, Inc.

                                       

Energy

  First lien(2)   12.25%     12/15/2018     25,000     25,000     25,000     3.63 %

F-13



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Permian Tank & Manufacturing, Inc.

                                       

Energy

  First lien(2)   10.50%     1/15/2018     24,500     24,757     24,255     3.52 %

Aderant North America, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     6/20/2019     22,500     22,201     23,203     3.37 %

YP Holdings LLC(8)

                                       

YP LLC

                                       

Media

  First lien(2)   8.04% (Base Rate + 6.71%)     6/4/2018     22,400     21,892     22,722     3.30 %

McGraw-Hill School Education Holdings, LLC

                                       

Education

  First lien(3)   6.25% (Base Rate + 5.00%)     12/18/2019     13,000     12,870     12,870        

  First lien(2)   6.25% (Base Rate + 5.00%)     12/18/2019     9,000     8,910     8,910        
                                   

                  22,000     21,780     21,780     3.16 %
                                   

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(3)   7.00% (Base Rate + 5.50%)     10/6/2016     21,077     20,820     20,813     3.02 %

LM U.S. Member LLC (and LM U.S. Corp Acquisition Inc.)

                                       

Business Services

  Second lien(3)   9.50% (Base Rate + 8.25%)     10/26/2020     20,000     19,731     20,308     2.95 %

Envision Acquisition Company, LLC

                                       

Healthcare Services

  Second lien(2)   9.75% (Base Rate + 8.75%)     11/4/2021     20,000     19,605     20,075     2.91 %

ARSloane Acquisition, LLC

                                       

Business Services

  First lien(3)   7.50% (Base Rate + 6.25%)     10/1/2019     19,950     19,754     19,992     2.90 %

eResearchTechnology, Inc.

                                       

Healthcare Services

  First lien(3)   6.00% (Base Rate + 4.75%)     5/2/2018     19,750     19,047     19,874     2.89 %

Distribution International, Inc.

                                       

Distribution & Logistics

  First lien(2)   7.50% (Base Rate + 6.50%)     7/16/2019     19,900     19,527     19,813     2.88 %

First American Payment Systems, L.P.

                                       

Business Services

  Second lien(3)   10.75% (Base Rate + 9.50%)     4/12/2019     20,000     19,654     19,800     2.88 %

Merrill Communications LLC

                                       

Business Services

  First lien(3)   7.25% (Base Rate + 6.25%)     3/8/2018     19,425     19,246     19,759     2.87 %

Insight Pharmaceuticals LLC

                                       

Healthcare Products

  Second lien(3)   13.25% (Base Rate + 11.75%)     8/25/2017     19,310     18,766     19,021     2.76 %

St. George's University Scholastic Services LLC

                                       

Education

  First lien(3)   8.50% (Base Rate + 7.00%)     12/20/2017     17,379     17,082     17,530     2.55 %

Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)

                                       

Federal Services

  First lien(3)   7.50% (Base Rate + 6.00%)     4/21/2017     18,316     18,127     16,118     2.34 %

Confie Seguros Holding II Co.

                                       

Consumer Services

  Second lien(3)   10.25% (Base Rate + 9.00%)     5/8/2019     14,886     14,762     15,034     2.18 %

OpenLink International, Inc.

                                       

Software

  First lien(3)   7.75% (Base Rate + 6.25%)     10/30/2017     14,700     14,496     14,774     2.15 %

Smile Brands Group Inc.

                                       

Healthcare Services

  First lien(3)   7.50% (Base Rate + 6.25%)     8/16/2019     14,464     14,261     14,307     2.08 %

Brock Holdings III, Inc.

                                       

Industrial Services

  Second lien(2)   10.00% (Base Rate + 8.25%)     3/16/2018     14,000     13,858     14,263     2.07 %

Vision Solutions, Inc.

                                       

Software

  Second lien(2)   9.50% (Base Rate + 8.00%)     7/23/2017     14,000     13,957     14,140     2.05 %

Packaging Coordinators, Inc.(10)

                                       

Healthcare Products

  Second lien(2)   9.50% (Base Rate + 8.25%)     11/10/2020     14,000     13,868     14,088     2.05 %

Lonestar Intermediate Super Holdings, LLC

                                       

Business Services

  Subordinated(2)   11.00% (Base Rate + 9.50%)     9/2/2019     12,000     11,701     12,419     1.80 %

Van Wagner Communications, LLC

                                       

Media

  First lien(2)   6.25% (Base Rate + 5.00%)     8/3/2018     11,761     11,583     11,997     1.74 %

Vertafore, Inc.

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.25%)     10/29/2017     10,000     9,937     10,198     1.48 %

TransFirst Holdings, Inc.

                                       

Business Services

  Second lien(3)   11.00% (Base Rate + 9.75%)     6/27/2018     10,000     9,741     10,138     1.47 %

MailSouth, Inc.

                                       

Media

  First lien(3)   6.76% (Base Rate + 4.96%)     12/14/2016     9,410     9,333     9,269     1.35 %

Vitera Healthcare Solutions, LLC

                                       

Software

  First lien(3)   6.00% (Base Rate + 5.00%)     11/4/2020   $ 2,000   $ 1,980   $ 2,000        

  Second lien(2)   9.25% (Base Rate + 8.25%)     11/4/2021     7,000     6,897     7,070        
                                   

                  9,000     8,877     9,070     1.32 %
                                   

Harley Marine Services, Inc.

                                       

Distribution & Logistics

  Second lien(2)   10.50% (Base Rate + 9.25%)     12/20/2019     9,000     8,820     8,820     1.28 %

Consona Holdings, Inc.

                                       

Software

  First lien(3)   7.25% (Base Rate + 6.00%)     8/6/2018     8,394     8,326     8,457     1.23 %

Physio-Control International, Inc.

                                       

Healthcare Products

  First lien(2)   9.88%     1/15/2019     6,651     6,651     7,482     1.09 %

Virtual Radiologic Corporation

                                       

Healthcare Information Technology

  First lien(3)   7.25% (Base Rate + 5.50%)     12/22/2016     13,563     13,454     7,324     1.06 %

Alion Science and Technology Corporation

                                       

Federal Services

  First lien(2)(7)   12.00% (10.00% + 2.00% PIK)*     11/1/2014     6,447     6,360     6,570     0.95 %

Immucor, Inc.

                                       

Healthcare Services

  Subordinated(2)(7)   11.13%     8/15/2019     5,000     4,950     5,650     0.82 %

F-14



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Learning Care Group (US), Inc.

                                       

Education

  Subordinated(2)   15.00% PIK*     5/8/2020     4,371     4,253     4,371        

  Subordinated(2)   15.00% PIK*     5/8/2020     800     746     800        
                                   

                  5,171     4,999     5,171     0.75 %
                                   

Education Management LLC**

                                       

Education

  First lien(3)   8.25% (Base Rate + 7.00%)     3/30/2018     5,003     4,888     5,028     0.73 %

GCA Services Group, Inc.

                                       

Business Services

  Second lien(2)   9.25% (Base Rate + 8.00%)     11/1/2020     4,000     3,964     4,064     0.59 %

Sophia Holding Finance LP / Sophia Holding Finance Inc.

                                       

Software

  Subordinated(2)   9.63%     12/1/2018     3,500     3,502     3,623     0.53 %

ATI Acquisition Company (fka Ability Acquisition, Inc.)(11)

                                       

Education

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     1,665     1,434     233        

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     103     94     103        
                                   

                  1,768     1,528     336     0.05 %
                                   

Total Funded Debt Investments—United States

                $ 1,016,562   $ 1,001,605   $ 1,013,641     147.22 %
                                   

Total Funded Debt Investments

                $ 1,053,059   $ 1,037,412   $ 1,050,532     152.58 %
                                   

Equity—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Information Technology

  Ordinary shares(2)           156,247   $ 65   $ 46        

  Preferred shares(2)           35,558     15     10        
                                     

                        80     56     0.01 %
                                     

Total Shares—Bermuda

                      $ 80   $ 56     0.01 %
                                     

Equity—United States

                                       

Crowley Holdings Preferred, LLC

                                       

Distribution & Logistics

  Preferred shares(2)   12.00% (10.00% + 2.00% PIK)*         35,000   $ 35,000   $ 35,000     5.08 %

Black Elk Energy Offshore Operations, LLC

                                       

Energy

  Preferred shares(2)   17.00%         20,000,000     20,000     20,000     2.91 %

Global Knowledge Training LLC

                                       

Education

  Ordinary shares(2)           2         3        

  Preferred shares(2)           2,423         3,006        
                                     

                            3,009     0.44 %
                                     

Packaging Coordinators, Inc.(10)

                                       

Packaging Coordinators Holdings, LLC

                                       

Healthcare Products

  Ordinary shares(2)           19,427     1,000     1,181     0.17 %

Ancora Acquisition LLC(11)

                                       

Education

  Preferred shares(2)           372   $ 83   $ 83     0.01 %
                                     

Total Shares—United States

                      $ 56,083   $ 59,273     8.61 %
                                     

Total Shares

                      $ 56,163   $ 59,329     8.62 %
                                     

Warrants—United States

                                       

Learning Care Group (US), Inc.

                                       

Education

  Warrants(2)           844   $ 194   $ 503        

  Warrants(2)           3,589     61     2,136        
                                     

                        255     2,639     0.38 %
                                     

YP Holdings LLC(8)

                                       

YP Equity Investors LLC

                                       

Media

  Warrants(2)           5         1,944     0.28 %

UniTek Global Services, Inc.

                                       

Business Services

  Warrants(2)           1,014,451 (6)   1,449     1,694     0.25 %

Storapod Holding Company, Inc.

                                       

Consumer Services

  Warrants(2)           360,129     156     594     0.09 %

F-15



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Alion Science and Technology Corporation

                                       

Federal Services

  Warrants(2)           6,000     293     94     0.01 %

Ancora Acquisition LLC(11)

                                       

Education

  Warrants(2)           20             %
                                     

Total Warrants—United States

                      $ 2,153   $ 6,965     1.01 %
                                     

Total Funded Investments

                      $ 1,095,728   $ 1,116,826     162.21 %
                                     

Unfunded Debt Investments—United States

                                       

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(2)(9)—Undrawn       4/6/2016   $ 5,000   $ (388 ) $ (388 )   (0.06 )%

Advantage Sales & Marketing Inc.

                                       

Business Services

  First lien(2)(9)—Undrawn       12/17/2015     10,500     (1,260 )   (787 )   (0.11 )%
                                   

Total Unfunded Debt Investments

                $ 15,500   $ (1,648 ) $ (1,175 )   (0.17 )%
                                   

Total Investments

                      $ 1,094,080   $ 1,115,651     162.04 %
                                     
                                     

(1)
New Mountain Finance Holdings, L.L.C. (the "Operating Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Operating Company as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(3)
Investment is pledged as collateral for the SLF Credit Facility, a revolving credit facility among New Mountain Finance SPV Funding, L.L.C. as the Borrower, the Operating Company as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(4)
The Operating Company holds investments in two related entities of Stratus Technologies Bermuda Holdings, Ltd. ("Stratus Holdings"). The Operating Company directly holds ordinary and preferred equity in Stratus Holdings and has a credit investment in the joint issuers of Stratus Technologies Bermuda Ltd. ("Stratus Bermuda") and Stratus Technologies, Inc. ("Stratus U.S."), collectively, the "Stratus Notes". Stratus U.S. is a wholly-owned subsidiary of Stratus Bermuda, which in turn is a wholly-owned subsidiary of Stratus Holdings. Stratus Holdings is the parent guarantor of the credit investment of the Stratus Notes.

(5)
Investment is on non-accrual status.

(6)
The Operating Company holds 1,014,451 warrants in UniTek Global Services, Inc., which represents a 4.46% equity ownership on a fully diluted basis.

(7)
Securities are registered under the Securities Act.

(8)
The Operating Company holds investments in two related entities of YP Holdings LLC. The Operating Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP LLC, a subsidiary of YP Holdings LLC.

(9)
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities. Cost amounts represent the cash received at settlement date net the impact of paydowns and cash paid for drawn revolvers.

(10)
.The Operating Company holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. The Operating Company has a credit investment in Packaging Coordinators, Inc. and holds ordinary equity in Packaging Coordinators Holdings, LLC, a wholly- owned subsidiary of Packaging Coordinators, Inc

(11)
The Operating Company holds investments in ATI Acquisition Company and Ancora Acquisition LLC. The Operating Company has credit investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. The Operating Company received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.

(12)
The Operating Company holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.

*
All or a portion of interest contains payments-in-kind ("PIK").

**
Indicates assets that the Operating Company deems to be "non- qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Operating Company's total assets at the time of acquisition of any additional non-qualifying assets.

   

The accompanying notes are an integral part of these consolidated financial statements.

F-16



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2013

 
  December 31, 2013  
Investment Type
  Percent of
Total Investments
at Fair Value
 

First lien

    49.62 %

Second lien

    42.03 %

Subordinated

    2.41 %

Equity and other

    5.94 %
       

Total investments

    100.00 %
       
       

 

 
  December 31, 2013  
Industry Type
  Percent of
Total Investments
at Fair Value
 

Software

    22.33 %

Education

    21.13 %

Business Services

    13.04 %

Distribution & Logistics

    10.78 %

Federal Services

    7.52 %

Healthcare Services

    7.20 %

Energy

    6.21 %

Media

    4.12 %

Healthcare Products

    3.74 %

Consumer Services

    1.40 %

Industrial Services

    1.28 %

Healthcare Information Technology

    0.66 %

Information Technology

    0.59 %
       

Total investments

    100.00 %
       
       

 

 
  December 31, 2013  
Interest Rate Type
  Percent of
Total Investments
at Fair Value
 

Floating rates

    85.08 %

Fixed rates

    14.92 %
       

Total investments

    100.00 %
       
       

   

The accompanying notes are an integral part of these consolidated financial statements.

F-17



New Mountain Finance Corporation

Statements of Assets and Liabilities

(in thousands, except shares and per share data)

 
  March 31,
2014
  December 31,
2013
 
 
  (unaudited)
   
 

Assets

             

Investment in New Mountain Finance Holdings, L.L.C., at fair value (cost of $673,713 and $633,835, respectively)

  $ 697,148   $ 650,107  
           

Total assets

  $ 697,148   $ 650,107  
           
           

Liabilities

             

Dividends payable

         
           

Total liabilities

         
           

Net assets

             

Preferred stock, par value $0.01 per share, 2,000,000 authorized, none issued

         

Common stock, par value $0.01 per share, 100,000,000 shares authorized, and 47,968,000 and 45,224,755 shares issued and outstanding, respectively

    480     452  

Paid in capital in excess of par

    673,233     633,383  

Accumulated undistributed net realized gains

    7,537     5,056  

Net unrealized appreciation

    15,898     11,216  
           

Total net assets

  $ 697,148   $ 650,107  
           

Total liabilities and net assets

  $ 697,148   $ 650,107  
           
           

Number of shares outstanding

    47,968,000     45,224,755  

Net asset value per share

  $ 14.53   $ 14.38  

   

The accompanying notes are an integral part of these financial statements.

F-18



New Mountain Finance Corporation

Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Net investment income allocated from New Mountain Finance Holdings, L.L.C.

             

Interest income

  $ 27,668   $ 15,496  

Dividend income

    2,089      

Other income

    682     185  

Total expenses

    (14,381 )   (8,463 )
           

Net investment income allocated from New Mountain Finance Holdings, L.L.C

    16,058     7,218  

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C.

             

Net realized gains on investments

    2,708     686  

Net change in unrealized appreciation (depreciation) of investments

    4,682     7,643  
           

Net realized and unrealized gain allocated from New Mountain Finance Holdings, L.L.C

    7,390     8,329  
           

Total net increase in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C

    23,448     15,547  
           

Net change in unrealized (depreciation) appreciation of investment in New Mountain Finance Holdings, L.L.C. 

        (31 )
           

Net increase in net assets resulting from operations

  $ 23,448   $ 15,516  
           
           

Basic earnings per share

  $ 0.50   $ 0.61  

Weighted average shares of common stock outstanding—basic (See Note 11)

    47,066,216     25,267,118  

Diluted earnings per share

  $ 0.50   $ 0.60  

Weighted average shares of common stock outstanding—diluted (See Note 11)

    47,897,485     40,835,723  

   

The accompanying notes are an integral part of these financial statements.

F-19



New Mountain Finance Corporation

Statements of Changes in Net Assets

(in thousands)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Increase (decrease) in net assets resulting from operations:

             

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

  $ 16,058   $ 7,218  

Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. 

    2,708     686  

Net change in unrealized appreciation (depreciation) of investments allocated from New Mountain Finance Holdings, L.L.C. 

    4,682     7,643  

Net change in unrealized (depreciation) appreciation of investment in New Mountain Finance Holdings, L.L.C. 

        (31 )
           

Total net increase in net assets resulting from operations

    23,448     15,516  
           

Capital transactions

             

Net proceeds from shares sold

        28,400  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

        (55 )

Value of shares issued for exchanged units

    38,840     69,450  

Dividends declared

    (16,285 )   (8,281 )

Reinvestment of dividends

    1,038     1,450  
           

Total net increase in net assets resulting from capital transactions

    23,593     90,964  
           

Net increase in net assets

    47,041     106,480  

Net assets at beginning of period

    650,107     341,926  
           

Net assets at end of period

  $ 697,148   $ 448,406  
           
           

   

The accompanying notes are an integral part of these financial statements.

F-20



New Mountain Finance Corporation

Statements of Cash Flows

(in thousands)

(unaudited)

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Cash flows from operating activities

             

Net increase in net assets resulting from operations

  $ 23,448   $ 15,516  

Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:

             

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    (16,058 )   (7,218 )

Net realized and unrealized gains allocated from New Mountain Finance Holdings, L.L.C. 

    (7,390 )   (8,329 )

Net change in unrealized depreciation (appreciation) of investment in New Mountain Finance Holdings, L.L.C. 

        31  

(Increase) decrease in operating assets:

             

Purchase of investment

        (28,400 )

Distributions from New Mountain Finance Holdings, L.L.C. 

    15,247     10,236  
           

Net cash flows provided by (used in) operating activities

    15,247     (18,164 )
           

Cash flows from financing activities

             

Net proceeds from shares sold

        28,400  

Dividends paid

    (15,247 )   (10,236 )
           

Net cash flows (used in) and provided by financing activities

    (15,247 )   18,164  
           

Net increase (decrease) in cash and cash equivalents

         

Cash and cash equivalents at the beginning of the period

         
           

Cash and cash equivalents at the end of the period

  $   $  
           
           

Non-cash financing activities:

             

New Mountain Finance AIV Holdings Corporation exchange of New Mountain Finance Holdings, L.L.C. units for shares

  $ 38,840   $ 69,450  

Value of shares issued in connection with dividend reinvestment plan

    1,038     1,450  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

        (55 )

   

The accompanying notes are an integral part of these financial statements.

F-21



New Mountain Finance AIV Holdings Corporation

Statements of Assets and Liabilities

(in thousands, except shares)

 
  January 29, 2014
(end of operations)
  December 31, 2013  
 
  (unaudited)
   
 

Assets

             

Investment in New Mountain Finance Holdings, L.L.C., at fair value (cost of $0 and $61,993, respectively)

  $   $ 38,409  
           

Total assets

  $   $ 38,409  
           
           

Liabilities

             

Dividends payable

         
           

Total liabilities

         
           

Net assets

             

Common stock, par value $0.01 per share, 100 shares issued and outstanding (See Note 14)

        (1)

Paid in capital in excess of par

        61,993  

Distributions in excess of net realized gains

        (26,812 )

Net unrealized appreciation (depreciation)

        3,228  
           

Total net assets

        38,409  
           

Total liabilities and net assets

  $   $ 38,409  
           
           

(1)
As of December 31, 2013, the par value of the total common stock was $1.

   

The accompanying notes are an integral part of these financial statements.

F-22



New Mountain Finance AIV Holdings Corporation

Statements of Operations

(in thousands)

(unaudited)

 
  From January 1, 2014
to January 29, 2014
(end of operations)
  Three months ended
March 31, 2013
 

Net investment income allocated from New Mountain Finance Holdings, L.L.C.

             

Interest income

  $ 471   $ 9,547  

Dividend income

    6      

Other income

    2     90  

Total expenses

    (252 )   (5,228 )
           

Net investment income allocated from New Mountain Finance Holdings, L.L.C

    227     4,409  

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C.

             

Net realized gains on investments

    72     357  

Net change in unrealized appreciation (depreciation) of investments

    132     4,247  
           

Net realized and unrealized gain allocated from New Mountain Finance Holdings, L.L.C

    204     4,604  
           

Total net increase in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C

    431     9,013  
           

Net realized losses on investment in New Mountain Finance Holdings, L.L.C. 

    (24,069 )   (5,901 )

Net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. 

    23,202     4,288  
           

Net (decrease) increase in net assets resulting from operations

  $ (436 ) $ 7,400  
           
           

   

The accompanying notes are an integral part of these financial statements.

F-23



New Mountain Finance AIV Holdings Corporation

Statements of Changes in Net Assets

(in thousands)

(unaudited)

 
  From January 1, 2014
to January 29, 2014
(end of operations)
  Three months ended
March 31, 2013
 

Increase (decrease) in net assets resulting from operations:

             

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

  $ 227   $ 4,409  

Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. 

    72     357  

Net change in unrealized appreciation (depreciation) of investments allocated from New Mountain Finance Holdings, L.L.C. 

    132     4,247  

Net realized losses on investment in New Mountain Finance Holdings, L.L.C. 

    (24,069 )   (5,901 )

Net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. 

    23,202     4,288  
           

Total net (decrease) increase in net assets resulting from operations

    (436 )   7,400  
           

Capital transactions

             

Distribution to New Mountain Guardian AIV, L.P. 

    (37,973 )   (67,806 )

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

        (20 )

Dividends declared

        (5,516 )
           

Total net decrease in net assets resulting from capital transactions

    (37,973 )   (73,342 )
           

Net decrease in net assets

    (38,409 )   (65,942 )

Net assets at beginning of period

    38,409     228,013  
           

Net assets at end of period

  $   $ 162,071  
           
           

   

The accompanying notes are an integral part of these financial statements.

F-24



New Mountain Finance AIV Holdings Corporation

Statements of Cash Flows

(in thousands)

(unaudited)

 
  From January 1, 2014
to January 29, 2014
(end of operations)
  Three months ended
March 31, 2013
 

Cash flows from operating activities

             

Net (decrease) increase in net assets resulting from operations

  $ (436 ) $ 7,400  

Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:

             

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    (227 )   (4,409 )

Net realized and unrealized gains allocated from New Mountain Finance Holdings, L.L.C. 

    (204 )   (4,604 )

Net realized losses on investment in New Mountain Finance Holdings, L.L.C. 

    24,069     5,901  

Net change in unrealized (appreciation) depreciation in New Mountain Finance Holdings, L.L.C. 

    (23,202 )   (4,288 )

(Increase) decrease in operating activities

             

Distributions from New Mountain Finance Holdings, L.L.C. 

        (7,786 )
           

Net cash flows provided by (used in) operating activities

        (7,786 )
           

Cash flows from financing activities

             

Proceeds from shares sold

    37,973     67,806  

Distribution to New Mountain Guardian AIV, L.P. 

    (37,973 )   (67,806 )

Dividends paid

        7,786  
           

Net cash flows provided by financing activities

        7,786  
           

Net increase (decrease) in cash and cash equivalents

         

Cash and cash equivalents at the beginning of the period

         
           

Cash and cash equivalents at the end of the period

  $   $  
           
           

Non-cash operating activities:

             

Distribution receivable from New Mountain Finance Holdings, L.L.C. 

  $   $ 5,516  

Non-cash financing activities:

             

Dividends declared and payable

  $   $ (5,516 )

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

        (20 )

   

The accompanying notes are an integral part of these financial statements.

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

(in thousands, except units/shares and per unit/share data)

(unaudited)

        The information in these combined notes to the financial statements relates to each of the three separate entities: New Mountain Finance Holdings, L.L.C., New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation (collectively, the "Companies"). Information that relates to an individual entity will be specifically referenced by the respective company. None of the Companies makes any representation as to the information related solely to the other entities other than itself.

Note 1. Formation and Business Purpose

        New Mountain Finance Holdings, L.L.C. (the "Operating Company" or the "Master Fund") is a Delaware limited liability company. The Operating Company is externally managed and has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). As such, the Operating Company is obligated to comply with certain regulatory requirements. The Operating Company was treated as a partnership for federal income tax purposes for so long as it had at least two members. With the completion of the underwritten secondary offering on February 3, 2014, the Operating Company's existence as a partnership for U.S. federal income tax purposes terminated and the Operating Company became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes.

        The Operating Company is externally managed by New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser"). New Mountain Finance Administration, L.L.C. (the "Administrator") provides the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital (defined as New Mountain Capital Group, L.L.C. and its affiliates). New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of March 31, 2014, which includes total assets held by the Operating Company. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. The Operating Company, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of New Mountain Guardian AIV, L.P. ("Guardian AIV") by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments. New Mountain Guardian (Leveraged), L.L.C. and New Mountain Guardian Partners, L.P., together with their respective direct and indirect wholly-owned subsidiaries, are defined as the "Predecessor Entities".

        New Mountain Finance Corporation ("NMFC") is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code").

F-26



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 1. Formation and Business Purpose (Continued)

        As of the quarter ended March 31, 2014 and until April 25, 2014, New Mountain Finance AIV Holdings Corporation ("AIV Holdings") was a Delaware corporation that was originally incorporated on March 11, 2011. Subsequent to the quarter ended March 31, 2014, AIV Holdings was dissolved on April 25, 2014, which is discussed further below. Guardian AIV, a Delaware limited partnership, was AIV Holdings' sole stockholder. AIV Holdings was a closed-end, non-diversified management investment company that was regulated as a BDC under the 1940 Act. As such, AIV Holdings was obligated to comply with certain regulatory requirements. AIV Holdings was treated, and complied with the requirements to qualify annually, as a RIC under the Code.

        On May 19, 2011, NMFC priced its initial public offering (the "IPO") of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in a concurrent private placement (the "Concurrent Private Placement"). Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In connection with NMFC's IPO and through a series of transactions, the Operating Company acquired all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

        NMFC is a holding company with no direct operations of its own, and its sole asset is its ownership in the Operating Company. Prior to the completion of the underwritten secondary public offering on February 3, 2014, AIV Holdings was a holding company with no direct operations of its own, and its sole asset was its ownership in the Operating Company. In connection with the IPO, NMFC and AIV Holdings each entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company, pursuant to which NMFC and AIV Holdings were admitted as members of the Operating Company. NMFC acquired from the Operating Company, with the gross proceeds of the IPO and the Concurrent Private Placement, common membership units ("units") of the Operating Company (the number of units are equal to the number of shares of NMFC's common stock sold in the IPO and the Concurrent Private Placement). Additionally, NMFC received units of the Operating Company equal to the number of shares of common stock of NMFC issued to the partners of New Mountain Guardian Partners, L.P. Guardian AIV was the parent of the Operating Company prior to the IPO and, as a result of the transactions completed in connection with the IPO, obtained units in the Operating Company. Guardian AIV contributed its units in the Operating Company to its newly formed subsidiary, AIV Holdings, in exchange for common stock of AIV Holdings. AIV Holdings had the right to exchange all or any portion of its units in the Operating Company for shares of NMFC's common stock on a one-for-one basis at any time.

        The original structure was designed to generally prevent NMFC from being allocated taxable income with respect to unrecognized gains that existed at the time of the IPO in the Predecessor Entities' assets, and rather such amounts would be allocated generally to AIV Holdings. The result was

F-27



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 1. Formation and Business Purpose (Continued)

that any distributions made to NMFC's stockholders that were attributable to such gains generally were not treated as taxable dividends but rather as return of capital.

        Since NMFC's IPO, and through March 31, 2014, NMFC raised approximately $233,468 in net proceeds from additional offerings of common stock and issued shares of its common stock valued at approximately $288,416 on behalf of AIV Holdings for exchanged units. NMFC acquired from the Operating Company units of the Operating Company equal to the number of shares of NMFC's common stock sold in the additional offerings. With the completion of the final secondary offering on February 3, 2014, NMFC now owns 100.0% of the units of the Operating Company, which is now a wholly-owned subsidiary of NMFC.

        As a BDC, AIV Holdings had been subject to the 1940 Act, including certain provisions applicable only to BDCs. Accordingly, and after careful consideration of the 1940 Act requirements applicable to BDCs, the cost of 1940 Act compliance and a thorough assessment of AIV Holdings' business model, AIV Holdings' board of directors determined that continuation as a BDC was not in the best interests of AIV Holdings and Guardian AIV at the present time. Specifically, given that AIV Holdings was formed for the sole purpose of holding units of the Operating Company and AIV Holdings has disposed of all of the units of the Operating Company that it was holding as of February 3, 2014, the board of directors of AIV Holdings approved and declared advisable at an in-person meeting held on March 25, 2014 the withdrawal of AIV Holdings' election to be regulated as a BDC under the 1940 Act. In addition, the board of directors of AIV Holdings approved and declared advisable for AIV Holdings to terminate its registration under Section 12(g) of the Exchange Act and to dissolve AIV Holdings under the laws of the State of Delaware.

        Upon receipt of the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the withdrawal was filed subsequent to the quarter ended March 31, 2014 and became effective upon receipt by the Securities and Exchange Commission ("SEC") of AIV Holdings' notification of withdrawal on Form N-54C on April 15, 2014. The board of directors of AIV Holdings believed that AIV Holdings met the requirements for filing the notification to withdraw its election to be regulated as a BDC, upon the receipt of the necessary stockholder consent. After the notification of withdrawal of AIV Holdings' BDC election was filed with the SEC subsequent to the quarter ended March 31, 2014, AIV Holdings is no longer subject to the regulatory provisions of the 1940 Act applicable to BDCs generally, including regulations related to insurance, custody, composition of its board of directors, affiliated transactions and any compensation arrangements.

        In addition, subsequent to the quarter ended March 31, 2014, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the 1934 Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        Similarly, as a BDC, the Operating Company has been subject to the 1940 Act, including certain provisions applicable only to BDCs. Accordingly, and after careful consideration of the 1940 Act

F-28



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 1. Formation and Business Purpose (Continued)

requirements applicable to BDCs, the cost of 1940 Act compliance and a thorough assessment of the Operating Company's current business model, the Operating Company's board of directors determined at an in-person meeting held on March 25, 2014 that continuation as a BDC was not in the best interests of the Operating Company at the present time.

        Subsequent to the quarter ended March 31, 2014, at the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of the Operating Company, which was held on May 6, 2014, the stockholders of NMFC and the sole unit holder of the Operating Company approved a proposal which authorized the board of directors of the Operating Company to withdraw the Operating Company's election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser. With this approval, the Operating Company's board of directors intends to withdraw the Operating Company's election to be regulated as a BDC under the 1940 Act and amend its Limited Liability Company Agreement, (as amended and restated, the "Operating Agreement") such that the Operating Company will remain a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Operating Company's existing credit facilities, and NMFC will assume all other operating activities previously undertaken by the Operating Company under the management of the Investment Adviser (collectively, the "Restructuring"). All of the current entities that will remain underneath NMFC after the Restructuring will be wholly-owned subsidiaries of NMFC and are expected to be consolidated with NMFC for both 1940 Act and financial statement reporting purposes, subject to any financial statement adjustments required in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In addition, the board of directors has approved and declared advisable the termination of the Operating Company's registration under Section 12(g) of the Exchange Act.

        After withdrawing the Operating Company's election to be regulated as a BDC under the 1940 Act, the Operating Company will amend its Operating Agreement such that the board of directors of the Operating Company will be dissolved, and the Operating Company remains a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Operating Company's existing credit facilities. As a special purpose entity, the Operating Company will be bankruptcy-remote and non-recourse to NMFC. In addition, the assets remaining at the Operating Company will continue to be used to secure the Operating Company's current credit facilities.

F-29



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 1. Formation and Business Purpose (Continued)

        The diagram below depicts the Companies' organizational structure as of March 31, 2014.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

**
New Mountain Finance SPV Funding, L.L.C. ("NMF SLF").

***
Subsequent to the quarter ended March 31, 2014, AIV Holdings was dissolved on April 25, 2014.

F-30



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 1. Formation and Business Purpose (Continued)

        The Operating 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. In some cases, the Operating Company's investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

Note 2. Summary of Significant Accounting Policies

        Basis of accounting—The Companies' financial statements have been prepared in conformity with GAAP. The Operating Company consolidates its wholly-owned subsidiary, NMF SLF. NMFC and AIV Holdings do not consolidate the Operating Company. NMFC and AIV Holdings apply investment company master-feeder financial statement presentation, as described in Accounting Standards Codification 946, Financial Services—Investment Companies, ("ASC 946") to their interest in the Operating Company. NMFC and AIV Holdings observe that it is also industry practice to follow the presentation prescribed for a master fund-feeder fund structure in ASC 946 in instances in which a master fund is owned by more than one feeder fund and that such presentation provides stockholders of NMFC and AIV Holdings with a clearer depiction of their investment in the master fund.

        The Companies' financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for all periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Operating Company's portfolio investments are not consolidated in the financial statements. Prior to the IPO, an affiliate of the Predecessor Entities paid a majority of the management and incentive fees. Historical operating expenses do not reflect the allocation of certain professional fees, administrative and other expenses that have been incurred following the completion of the IPO. Accordingly, the Operating Company's historical operating expenses are not comparable to its operating expenses after the completion of the IPO.

        The Companies' interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. Accordingly, the Companies' interim financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period, have been included. The current period's results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2014.

        Investments—The Operating Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly

F-31



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

transaction between market participants at the measurement date. Investments are reflected on the Operating Company's Consolidated Statements of Assets, Liabilities and Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Operating Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Operating Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".

        The Operating Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Operating Company's board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The Operating Company's quarterly valuation procedures are set forth in more detail below:

F-32



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

        For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

        The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Operating Company's investments may fluctuate from period to period and the fluctuations could be material.

        NMFC is a holding company with no direct operations of its own, and its sole asset is its ownership in the Operating Company. Prior to the completion of the underwritten secondary public offering on February 3, 2014, AIV Holdings was a holding company with no direct operations of its own, and its sole asset was its ownership in the Operating Company. NMFC's and AIV Holdings' investments in the Operating Company are carried at fair value and represent the respective pro-rata interest in the net assets of the Operating Company as of the applicable reporting date. NMFC and AIV Holdings value their ownership interest on a quarterly basis, or more frequently if required under the 1940 Act.

F-33



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

        See Note 3, Investments, for further discussion relating to investments.

        Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Companies define cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. Generally, these securities have original maturities of three months or less.

Revenue recognition

        The Operating Company's revenue recognition policies are as follows:

        Sales and paydowns of investments:    Realized gains and losses on investments are determined on the specific identification method.

        Interest income:    Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Operating Company has loans in the portfolio that contain a payment-in-kind ("PIK") provision. PIK represents interest that is accrued and recorded as interest income at the contractual rates, added to the loan principal on the respective capitalization dates, and generally due at maturity.

        Non-accrual income:    Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest is reversed when a loan is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.

        Dividend income:    Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

        Other income:    Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees and other miscellaneous fees received. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Other income may also include fees from bridge loans. The Operating Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Operating Company for providing such commitments. Structuring fees are recognized as income when earned, usually when paid at the closing of the investment.

F-34



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

        NMFC's and AIV Holdings' revenue recognition policies are as follows:

        Revenue, expenses, and capital gains (losses):    At each quarterly valuation date, the Operating Company's investment income, expenses, net realized gains (losses), and net increase (decrease) in unrealized appreciation (depreciation) are allocated to NMFC and AIV Holdings based on their pro-rata interest in the net assets of the Operating Company. This is recorded on NMFC's and AIV Holdings' Statements of Operations. Realized gains and losses are recorded upon sales of NMFC's and AIV Holdings' investments in the Operating Company. Net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. is the difference between the net asset value per share and the closing price per share for shares issued as part of the dividend reinvestment plan on the dividend payment date. This net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. includes the unrealized appreciation (depreciation) from the IPO. NMFC used the proceeds from its IPO and Concurrent Private Placement to purchase units in the Operating Company at $13.75 per unit (its IPO price per share). At the IPO date, $13.75 per unit represented a discount to the actual net asset value per unit of the Operating Company. As a result, NMFC experienced immediate unrealized appreciation on its investment. Concurrently, AIV Holdings experienced immediate unrealized depreciation on its investment in the Operating Company equal to the difference between NMFC's IPO price of $13.75 per unit and the actual net asset value per unit.

        All expenses, including those of NMFC and AIV Holdings, are paid and recorded by the Operating Company. Expenses are allocated to NMFC and AIV Holdings based on pro-rata ownership interest. In addition, the Operating Company paid all of the offering costs related to the IPO and subsequent offerings. NMFC and AIV Holdings have recorded their portion of the offering costs as a direct reduction to net assets and the cost of their investment in the Operating Company.

        With respect to the expenses incident to any registration of shares of NMFC's common stock issued in exchange for AIV Holdings' units of the Operating Company, AIV Holdings is directly responsible for the expenses of any demand registration (including underwriters' discounts or commissions) and their pro-rata share of any "piggyback" registration expenses.

        Interest and other credit facility expenses—Interest and other credit facility fees are recorded on an accrual basis by the Operating Company. See Note 7, Borrowing Facilities, for details.

        Deferred credit facility costs—The deferred credit facility costs of the Operating Company consist of capitalized expenses related to the origination and amending of the Operating Company's existing credit facilities. The Operating Company amortizes these costs into expense using the straight-line method over the stated life of the related credit facility. See Note 7, Borrowing Facilities, for details.

        Income taxes—The Operating Company was treated as a partnership for federal income tax purposes and as such was generally not subject to federal or state and local income taxes except with respect to state source income received from underlying investments. With the completion of the underwritten secondary offering on February 3, 2014, the Operating Company's existence as a

F-35



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

partnership for U.S. federal income tax purposes terminated and the Operating Company became an entity that is disregarded as a separate entity from its owner for U.S. federal tax purposes. The partners are individually responsible for reporting income or loss based on their respective share of the revenues and expenses. The Operating Company files United States ("U.S.") federal, state, and local income tax returns.

        NMFC has elected to be treated, and intends to comply with the requirements to qualify annually, as a RIC under subchapter M of the Code. As a RIC, NMFC is not subject to federal income tax on the portion of taxable income and gains timely distributed to its stockholders; therefore, no provision for income taxes has been recorded.

        To continue to qualify as a RIC, NMFC is required to meet certain income and asset diversification tests in addition to distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

        AIV Holdings had elected to be treated, and complied with the requirements to qualify annually, as a RIC under subchapter M of the Code. As a RIC, AIV Holdings was not subject to federal income tax on the portion of taxable income and gains timely distributed to its stockholders; therefore, no provision for income taxes had been recorded.

        Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

        For federal income tax purposes, distributions paid to stockholders of NMFC and AIV Holdings are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

        NMFC and AIV Holdings will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless NMFC and AIV Holdings distribute, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of their respective net ordinary income earned for the calendar year and (2) 98.2% of their respective capital gain net income for the one-year period ending October 31 in the calendar year.

        The Companies have adopted the Income Taxes topic of the Codification ("ASC 740"). ASC 740 provides guidance for income taxes, including how uncertain income tax positions should be recognized, measured, and disclosed in the financial statements. Based on their analyses, the Companies have determined that there were no material uncertain income tax positions through December 31, 2013. The 2011, 2012 and 2013 tax years remain subject to examination by the U.S. federal, state, and local tax authorities.

        Dividends—Distributions to common unit holders of the Operating Company and common stockholders of NMFC and AIV Holdings are recorded on the record date as set by the respective

F-36



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

board of directors. In order for NMFC and AIV Holdings to pay a dividend or other distribution to holders of their common stock, it must be accompanied by a prior distribution by the Operating Company to all of its unit holders. The Operating Company intends to make distributions to its unit holders that will be sufficient to enable NMFC and AIV Holdings to pay quarterly distributions to their stockholders and to maintain their status as RICs. NMFC and AIV Holdings intend to distribute approximately all of their portion of the Operating Company's adjusted net investment income (see Note 5, Agreements) on a quarterly basis and substantially all of their portion of the Operating Company's taxable income on an annual basis, except that NMFC may retain certain net capital gains for reinvestment.

        Under certain circumstances, the distributions that the Operating Company made to its members may not have been sufficient for AIV Holdings to satisfy the annual distribution requirement necessary for AIV Holdings to have qualified as a RIC. In that case, it was expected that Guardian AIV would consent to be treated as if it received distributions from AIV Holdings sufficient to satisfy the annual distribution requirement. Guardian AIV was required to include the consent dividend in its taxable income as a dividend from AIV Holdings, which could have resulted in phantom (i.e., non-cash) taxable income to Guardian AIV. AIV Holdings made quarterly distributions to Guardian AIV, its sole stockholder, out of assets legally available for distribution each quarter.

        The Operating Company and NMFC are required to take certain actions in order to maintain, at all times, a one-to-one ratio between the number of units held by NMFC and the number of shares of NMFC's common stock outstanding. NMFC has adopted a dividend reinvestment plan that provides on behalf of its stockholders for reinvestment of any distributions declared, unless a stockholder elects to receive cash. Cash distributions reinvested in additional shares of NMFC's common stock will be automatically reinvested by NMFC into additional units of the Operating Company. In addition, AIV Holdings did not reinvest any distributions received from the Operating Company in additional units of the Operating Company.

        NMFC applies the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders' accounts is greater than 110.0% of the last determined net asset value of the shares, NMFC will use only newly issued shares to implement its dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of NMFC's common stock on the New York Stock Exchange ("NYSE") on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE or, if no sale is reported for such day, the average of their electronically reported bid and asked prices. If NMFC uses newly issued shares to implement the plan, NMFC will receive, on a one-for-one basis, additional units of the Operating Company in exchange for cash distributions that are reinvested in shares of NMFC's common stock under the dividend reinvestment plan.

        If the price at which newly issued shares are to be credited to stockholders' accounts is less than 110.0% of the last determined net asset value of the shares, NMFC will either issue new shares or

F-37



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of NMFC's common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of NMFC's stockholders have been tabulated.

        Foreign securities—The accounting records of the Operating Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Operating Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with "Net change in unrealized appreciation (depreciation) of investments" and "Net realized gains (losses) on investments" in the Operating Company's Consolidated Statements of Operations.

        Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. This movement is beyond the control of the Operating Company and cannot be predicted.

        Use of estimates—The preparation of the Companies' financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Companies' financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.

        Dividend income recorded related to distributions received from flow-through investments is an accounting estimate based on the most recent estimate of the tax treatment of the distribution. During the three months ended March 31, 2014, the Operating Company adjusted an accounting estimate related to the classification of dividend income for a distribution received from one of the Operating Company's warrant investments. Based on updated tax projections received during the quarter ended March 31, 2014, the Operating Company increased dividend income by $214 and reduced the realized gain by $214 to agree to the tax treatment on the investment. This resulted in a reclass from capital gains incentive fee to incentive fee of $43 for the quarter ended March 31, 2014.

F-38



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 3. Investments

        At March 31, 2014 the Operating Company's investments consisted of the following:

 
  Cost   Fair Value  

First lien

  $ 575,087   $ 579,810  

Second lien

    507,165     518,443  

Subordinated

    13,426     14,530  

Equity and other

    58,143     67,423  
           

Total investments

  $ 1,153,821   $ 1,180,206  
           
           

 
  Cost   Fair Value  

Software

  $ 242,859   $ 249,167  

Education

    229,615     241,780  

Business Services

    159,051     160,876  

Distribution & Logistics

    119,951     121,583  

Healthcare Services

    84,635     87,281  

Federal Services

    76,743     76,669  

Energy

    69,742     70,739  

Media

    62,757     64,905  

Healthcare Products

    39,958     41,471  

Specialty Chemical and Materials

    19,851     20,225  

Consumer Services

    14,922     15,546  

Industrial Services

    13,843     14,224  

Healthcare Information Technology

    13,429     8,455  

Information Technology

    6,465     7,285  
           

Total investments

  $ 1,153,821   $ 1,180,206  
           
           

F-39



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 3. Investments (Continued)

        At December 31, 2013 the Operating Company's investments consisted of the following:

 
  Cost   Fair Value  

First lien

  $ 550,534   $ 553,549  

Second lien

    460,078     468,945  

Subordinated

    25,152     26,863  

Equity and other

    58,316     66,294  
           

Total investments

  $ 1,094,080   $ 1,115,651  
           
           

 
  Cost   Fair Value  

Software

  $ 243,158   $ 249,174  

Education

    225,214     235,787  

Business Services

    140,797     145,465  

Distribution & Logistics

    120,156     120,247  

Federal Services

    84,965     83,888  

Healthcare Services

    78,295     80,331  

Energy

    69,757     69,255  

Media

    42,808     45,932  

Healthcare Products

    40,285     41,772  

Consumer Services

    14,918     15,628  

Industrial Services

    13,858     14,263  

Healthcare Information Technology

    13,454     7,324  

Information Technology

    6,415     6,585  
           

Total investments

  $ 1,094,080   $ 1,115,651  
           
           

        As of March 31, 2014, the Operating Company's two super priority first lien positions in ATI Acquisition Company remained on non-accrual status due to the inability of the portfolio company to service its interest payment for the quarter then ended and uncertainty about its ability to pay such amounts in the future. During the third quarter of 2013, the Operating Company received preferred shares and warrants in Ancora Acquisition LLC, in relation to the two super priority first lien positions in ATI Acquisition Company. As of March 31, 2014, the Operating Company's investment had an aggregate cost basis of $1,611, an aggregate fair value of $419 and total unearned interest income of $80 for the three months then ended. As of December 31, 2013, the Operating Company's total investment in ATI Acquisition Company and Ancora Acquisition LLC had an aggregate cost basis of $1,611 and an aggregate fair value of $419. As of March 31, 2014 and December 31, 2013, unrealized

F-40



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 3. Investments (Continued)

gains (losses) include a fee that the Operating Company would receive upon maturity of the two super priority first lien debt investments.

        As of March 31, 2014, the Operating Company had unfunded commitments on revolving credit facilities and bridge facilities of $6,900 and $0, respectively. The Operating Company had unfunded commitments in the form of a delayed draw or other future funding commitments of $7,725 as of March 31, 2014. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments as of March 31, 2014.

        As of December 31, 2013, the Operating Company had unfunded commitments on revolving credit facilities and bridge facilities of $15,500 and $0, respectively. The Operating Company did not have any unfunded commitments in the form of a delayed draw or other future funding commitments as of December 31, 2013. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments as of December 31, 2013.

        Investment risk factors—First and second lien debt that the Operating Company invests in is entirely, or almost entirely, rated below investment grade or may be unrated. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal and such risk of default could reduce the net asset value and income distributions of the Operating Company. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.

        Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and /or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.

Note 4. Fair Value

        Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

F-41



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

        The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable (Levels I and II) and unobservable (Level III). Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs (Levels II and III) and unobservable inputs (Level III).

        The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period. Reclassifications impacting the fair value hierarchy are reported as transfers in/out of the respective leveling categories as of the beginning of the quarter in which the reclassifications occur.

F-42



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

        The following table summarizes the levels in the fair value hierarchy that the Operating Company's portfolio investments fall into as of March 31, 2014:

 
  Total   Level I   Level II   Level III  

First lien

  $ 579,810   $   $ 520,837   $ 58,973  

Second lien

    518,443         445,195     73,248  

Subordinated

    14,530         9,359     5,171  

Equity and other

    67,423     1,867         65,556  
                   

Total investments

  $ 1,180,206   $ 1,867   $ 975,391   $ 202,948  
                   
                   

        The following table summarizes the levels in the fair value hierarchy that the Operating Company's portfolio investments fall into as of December 31, 2013:

 
  Total   Level I   Level II   Level III  

First lien

  $ 553,549   $   $ 525,138   $ 28,411  

Second lien

    468,945         413,407     55,538  

Subordinated

    26,863         21,692     5,171  

Equity and other

    66,294     1,694         64,600  
                   

Total investments

  $ 1,115,651   $ 1,694   $ 960,237   $ 153,720  
                   
                   

        The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31, 2014, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Operating Company at March 31, 2014:

 
  Total   First Lien   Second Lien   Subordinated   Equity
and other
 

Fair value, December 31, 2013

  $ 153,720   $ 28,411   $ 55,538   $ 5,171   $ 64,600  

Total gains or losses included in earnings:

                               

Net realized gains (losses) on investments

    1,518     1,260             258  

Net change in unrealized appreciation (depreciation)

    824     (517 )   212         1,129  

Purchases, including capitalized PIK and revolver fundings

    48,078     30,389     17,498         191  

Proceeds from sales and paydowns of investments

    (1,192 )   (570 )           (622 )
                       

Fair value, March 31, 2014

  $ 202,948   $ 58,973   $ 73,248   $ 5,171   $ 65,556  
                       
                       

Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Operating Company at the end of the period:

  $ 1,297   $ (44 ) $ 212   $   $ 1,129  
                       

F-43



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

        The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31, 2013, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Operating Company at March 31, 2013:

 
  Total   First Lien   Second Lien   Subordinated   Equity
and other
 

Fair value, December 31, 2012

  $ 119,128   $ 42,885   $ 43, 255   $ 22,891   $ 10,097  

Total gains or losses included in earnings:

                               

Net realized gains (losses) on investments

    21     21              

Net change in unrealized appreciation (depreciation)

    1,597     (75 )   848     177     647  

Purchases, including capitalized PIK and revolver fundings

    773             712     61  

Proceeds from sales and paydowns of investments

    (10,900 )   (10,897 )           (3 )
                       

Fair value, March 31, 2013

  $ 110,619   $ 31,934   $ 44,103   $ 23,780   $ 10,802  
                       
                       

Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Operating Company at the end of the period:

  $ 1,812   $ 140   $ 848   $ 177   $ 647  
                       

        Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the three months ended March 31, 2014 and March 31, 2013. Transfers into Level III occurred as quotations obtained through pricing services were not deemed representative of fair value as of the balance sheet date and such assets were internally valued. As quotations obtained through pricing services were substantiated through additional market sources, investments were transferred out of Level III. The Operating Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.

        The Operating Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs.

        Company Performance, Financial Review, and Analysis:    Prior to investment, as part of its due diligence process, the Operating Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Operating Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Operating Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element

F-44



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

of its original investment thesis. This analysis is specific to each portfolio company. The Operating Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Operating Company will consider the pricing indicated by the external event to corroborate the private valuation.

        Market Based Approach:    The Operating Company may estimate the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA) multiples of publicly traded comparable companies. The Operating Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The Operating Company may apply an average of various relevant comparable company EBITDA multiples to the portfolio company's latest twelve month ("LTM") EBITDA or projected EBITDA to calculate portfolio company enterprise value. In applying the market based approach as of March 31, 2014, the Operating Company used the relevant EBITDA ranges set forth in the table below to determine the enterprise value of investments in nine of its portfolio companies. The Operating Company believes this was a reasonable range in light of current comparable company trading levels and the specific companies involved.

        Income Based Approach:    The Operating Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a yield calibration approach, which incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. In applying the

F-45



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

income based approach as of March 31, 2014, the Operating Company used the discount ranges set forth in the table below to value investments in ten of its portfolio companies.

 
   
   
   
  Range  
Type
  Fair Value   Approach   Unobservable Input   Low   High   Weighted
Average
 

First lien

  $ 58,973   Market approach   EBITDA multiple     5.0x     10.0x     7.6x  

        Income approach   Discount rate     7.7 %   13.8 %   10.2 %

Second lien

    73,248   Market approach   EBITDA multiple     6.0x     10.0x     7.3x  

        Income approach   Discount rate     10.0 %   14.2 %   12.0 %

Subordinated

    5,171   Market approach   EBITDA multiple     7.0x     9.0x     8.0x  

        Income approach   Discount rate     8.4 %   10.4 %   9.4 %

Equity and other

    65,556   Market approach   EBITDA multiple     1.7x     7.8x     6.4x  

        Income approach   Discount rate     8.0 %   18.0 %   13.9 %
                                 

  $ 202,948   Black Scholes analysis   Expected life in years     2.0     4.0     2.4  
                                 

            Volatility     22.6 %   36.9 %   29.1 %

            Discount rate     0.3 %   2.8 %   0.7 %

        Based on a comparison to similar BDC credit facilities, the terms and conditions of the Holdings Credit Facility and the SLF Credit Facility (as defined in Note 7, Borrowing Facilities) are representative of market. The carrying values of the Holdings Credit Facility and SLF Credit Facility approximate fair value as of March 31, 2014, as both facilities are continually monitored and examined by both the borrower and the lender. Both facilities were amended and restated during the year ended December 31, 2012 to lower the applicable interest rate spread by 0.25% and to increase the maximum amount of revolving borrowings available under the respective facilities. Additionally, for the year ended December 31, 2013, the Holdings Credit Facility was amended and restated to further increase the maximum amount of revolving borrowings available. See Note 7, Borrowing Facilities, for details. The fair value of other financial assets and liabilities approximates their carrying value based on the short term nature of these items. The fair value disclosures discussed in this paragraph are considered Level III.

        Fair value risk factors—The Operating Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Operating Company's portfolio companies conduct their operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Operating Company's investments and/or on the fair value of the Operating Company's investments. The Operating Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Operating Company and thus the income of NMFC and AIV Holdings, and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain

F-46



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 4. Fair Value (Continued)

industries. These events are beyond the control of the Operating Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.

Note 5. Agreements

        On May 19, 2011, NMFC entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company pursuant to which NMFC was admitted as a member of the Operating Company and agreed to acquire from the Operating Company a number of units of the Operating Company equal to the number of shares of common stock outstanding of NMFC. Additionally on May 19, 2011, in connection with the contribution by Guardian AIV of its units to AIV Holdings, AIV Holdings entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company pursuant to which AIV Holdings was also admitted as a member of the Operating Company.

        The Operating Company entered into an investment advisory and management agreement, as amended and restated (the "Investment Management Agreement") with the Investment Adviser. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Operating Company. For providing these services, the Investment Adviser receives a fee from the Operating Company, consisting of two components—a base management fee and an incentive fee.

        The base management fee is calculated at an annual rate of 1.75% of the Operating Company's gross assets less (i) the borrowings under the SLF Credit Facility (as defined in Note 7, Borrowing Facilities) and (ii) cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of the Operating Company's gross assets, borrowings under the SLF Credit Facility, and cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter.

        The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of the Operating Company's "Pre-Incentive Fee Adjusted Net Investment Income" for the immediately preceding quarter, subject to a "preferred return", or "hurdle", and a "catch-up" feature. "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Operating Company receives from portfolio companies) accrued during the calendar quarter, minus the Operating Company's operating expenses for the quarter (including the base management fee, expenses payable under an administration agreement, as amended and restated (the "Administration Agreement"), with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred membership units (of which there are none as of March 31, 2014), but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Operating Company has not yet received in cash.

F-47



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

        Under GAAP, NMFC's IPO did not step-up the cost basis of the Operating Company's existing investments to fair market value at the IPO date. Since the total value of the Operating Company's investments at the time of the IPO was greater than the investments' cost basis, a larger amount of amortization of purchase or original issue discount, as well as different amounts in realized gain and unrealized appreciation, may be recognized under GAAP in each period than if the step-up had occurred. This will remain until such predecessor investments are sold, repaid or mature in the future. The Operating Company tracks the transferred (or fair market) value of each of its investments as of the time of the IPO and, for purposes of the incentive fee calculation, adjusts Pre-Incentive Fee Net Investment Income to reflect the amortization of purchase or original issue discount on the Operating Company's investments as if each investment was purchased at the date of the IPO, or stepped up to fair market value. This is defined as "Pre-Incentive Fee Adjusted Net Investment Income". The Operating Company also uses the transferred (or fair market) value of each of its investments as of the time of the IPO to adjust capital gains ("Adjusted Realized Capital Gains") or losses ("Adjusted Realized Capital Losses") and unrealized capital appreciation ("Adjusted Unrealized Capital Appreciation") and unrealized capital depreciation ("Adjusted Unrealized Capital Depreciation").

        Pre-Incentive Fee Adjusted Net Investment Income, expressed as a rate of return on the value of the Operating Company's net assets at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 2.0% per quarter (8.0% annualized), subject to a "catch-up" provision measured as of the end of each calendar quarter. The hurdle rate is appropriately pro-rated for any partial periods. The calculation of the Operating Company's incentive fee with respect to the Pre-Incentive Fee Adjusted Net Investment Income for each quarter is as follows:

F-48



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

        The second part will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of the Operating Company's Adjusted Realized Capital Gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.

        In accordance with GAAP, the Operating Company accrues a hypothetical capital gains incentive fee based upon the cumulative net Adjusted Realized Capital Gains and Adjusted Realized Capital Losses and the cumulative net Adjusted Unrealized Capital Appreciation and Adjusted Unrealized Capital Depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual Adjusted Realized Capital Gains computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.

        The Operating Company has revised to expand its March 31, 2013 presentation of incentive fees on the Consolidated Statements of Assets, Liabilities and Members' Capital and the Consolidated Statements of Operations to disclose the two parts of the incentive fee incurred by the Operating Company for net investment income related incentive fees and capital gains related incentive fees.

        The following table summarizes the management fees and incentive fees incurred by the Operating Company for the three months ended March 31, 2014 and March 31, 2013.

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Management fee

  $ 4,176   $ 3,568  

Incentive fee, excluding accrued capital gains incentive fees

    4,443     3,458  

Accrued capital gains incentive fees(1)

    1,527     2,682  

(1)
The accrued capital gains incentive fees would be paid by the Operating Company if the Operating Company ceased operations on March 31, 2014 or March 31, 2013, respectively, and liquidated its investments at the valuations as of the respective quarter ends. Approximately $778 of capital gains incentive fees would be owed under the Investment Management Agreement if the Operating Company had ceased operations as of March 31, 2014, as cumulative net Adjusted Realized Capital Gains exceeded cumulative Adjusted Unrealized Capital Depreciation. As of March 31, 2013, no actual capital gains incentive fee was owed under the Investment Management Agreement, as cumulative net Adjusted Realized Capital Gains did not exceed cumulative Adjusted Unrealized Capital Depreciation.

F-49



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

        The Operating Company's Consolidated Statements of Operations below are adjusted as if the step-up in cost basis to fair market value had occurred at the IPO date, May 19, 2011.

        The following Statement of Operations for the three months ended March 31, 2014 is adjusted to reflect this step-up to fair market value.

 
  Three months
ended
March 31, 2014
  Adjustments   Adjusted
three months
ended
March 31, 2014
 

Investment income

                   

Interest income(1)

  $ 28,139   $ (42 ) $ 28,097  

Dividend income

    2,095         2,095  

Other income

    684         684  
               

Total investment income

    30,918     (42 )   30,876  
               

Total net expenses pre-incentive fee(2)

    8,663         8,663  
               

Pre-Incentive Fee Net Investment Income

    22,255     (42 )   22,213  
               

Incentive fee(3)

    5,970         5,970  
               

Post-Incentive Fee Net Investment Income

    16,285     (42 )   16,243  
               

Net realized gains (losses) on investments

    2,780     (138 )   2,642  

Net change in unrealized appreciation of investments          

    4,814     180     4,994  
                 

Net increase in members' capital resulting from operations

  $ 23,879         $ 23,879  
                 
                 

(1)
Includes $784 in payment-in-kind interest from investments.

(2)
Includes expense waivers and reimbursements of $774.

(3)
For the three months ended March 31, 2014, the Operating Company incurred total incentive fees of $5,970, of which $1,527 related to capital gains incentive fees on a hypothetical liquidation basis.

F-50



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

        The following Statement of Operations for the three months ended March 31, 2013 is adjusted to reflect the step-up to fair market value.

 
  Three months
ended
March 31, 2013
  Adjustments   Adjusted
three months
ended
March 31, 2013
 

Investment income

                   

Interest income(1)

  $ 25,043   $ (479 ) $ 24,564  

Other income

    275         275  
               

Total investment income

    25,318     (479 )   24,839  
               

Total net expenses pre-incentive fee(2)

    7,551         7,551  
               

Pre-Incentive Fee Net Investment Income

    17,767     (479 )   17,288  
               

Incentive fee(3)

    6,140         6,140  
               

Post-Incentive Fee Net Investment Income

    11,627     (479 )   11,148  
               

Net realized gains (losses) on investments

    1,044     (460 )   584  

Net change in unrealized appreciation of investments

    11,890     939     12,829  
                 

Net increase in members' capital resulting from operations

  $ 24,561         $ 24,561  
                 
                 

(1)
Includes $642 in payment-in-kind interest from investments.

(2)
Includes expense waivers and reimbursements of $829.

(3)
For the three months ended March 31, 2013, the Operating Company incurred total incentive fees of $6,140, of which $2,682 related to capital gains incentive fees on a hypothetical liquidation basis.

        The Companies have entered into an Administration Agreement with the Administrator under which the Administrator provides administrative services. The Administrator performs, or oversees the performance of, the Companies' financial records, prepares reports filed with the Securities and Exchange Commission, generally monitors the payment of the Companies' expenses, and watches the performance of administrative and professional services rendered by others. The Operating Company will reimburse the Administrator for the Companies' allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Companies under the Administration Agreement. Pursuant to the Administration Agreement and further restricted by the Operating Company, expenses payable to the Administrator by the Operating Company as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) have been capped at $3,500 for the time period from April 1, 2012 to March 31, 2013 and capped at $4,250 for the time period from April 1, 2013 to March 31, 2014. The expense cap expired on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to the

F-51



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

Operating Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Operating Company during any quarterly period. As a result, the amount of expenses for which the Operating Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Operating Company for reimbursement in the future. However, it is expected that the Administrator will continue to support part of the expense burden of the Operating Company in the near future.

        The Operating Company has revised to expand its presentation of expenses and expense waivers and reimbursements for the three months ended March 31, 2013. Expenses were previously presented net of waivers and reimbursements, which had been included parenthetically. The expanded revised presentation shows total gross expenses with a separate reduction for expense waivers and reimbursements.

        The Operating Company incurred the following expenses in excess of the expense cap for the three ended March 31, 2014 and March 31, 2013:

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Professional fees

  $ 377   $ 495  

Administrative expenses

    397     334  

Other general and administrative expenses

         
           

Total expense waivers and reimbursements

  $ 774   $ 829  
           
           

        As of March 31, 2014 and March 31, 2013, $377 and $495, respectively, of the expense waivers and reimbursements was receivable from an affiliate.

        The Companies, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended, with New Mountain Capital, L.L.C., pursuant to which New Mountain Capital, L.L.C. has agreed to grant the Companies, the Investment Adviser and the Administrator, a non-exclusive, royalty-free license to use the "New Mountain" and the "New Mountain Finance" names. Under the Trademark License Agreement, as amended, subject to certain conditions, the Companies, the Investment Adviser and the Administrator will have a right to use the "New Mountain" and "New Mountain Finance" names, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Operating Company. Other than with respect to this limited license, the Companies, the Investment Adviser and the Administrator will have no legal right to the "New Mountain" or the "New Mountain Finance" names.

        NMFC entered into a Registration Rights Agreement with AIV Holdings, Steven B. Klinsky (the Chairman of the Companies' board of directors), an entity related to Steven B. Klinsky and the Investment Adviser. Subject to several exceptions, AIV Holdings and the Investment Adviser have the right to require NMFC to register for public resale under the Securities Act of 1933, as amended (the

F-52



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 5. Agreements (Continued)

"Securities Act of 1933"), all registerable securities that are held by any of them and that they request to be registered. Registerable securities subject to the Registration Rights Agreement are shares of NMFC's common stock issued or issuable in exchange for units and any other shares of NMFC's common stock held by AIV Holdings, the Investment Adviser and any of their transferees. The rights under the Registration Rights Agreement can be conditionally exercised by AIV Holdings or the Investment Adviser, meaning that prior to the effectiveness of the registration statement related to the shares, AIV Holdings or the Investment Adviser can withdraw their request to have the shares registered. AIV Holdings and the Investment Adviser may each assign their rights to any person that acquires registerable securities subject to the Registration Rights Agreement and who agrees to be bound by the terms of the Registration Rights Agreement. Steven B. Klinsky and a related entity will have the right to "piggyback", or include their own registerable securities in such a registration. Shares held by AIV Holdings and Steven B. Klinsky were registered on a shelf registration statement on Form N-2.

        AIV Holdings and the Investment Adviser may require NMFC to use its reasonable best efforts to register under the Securities Act of 1933 all or any portion of these registerable securities upon a "demand request". The demand registration rights are subject to certain limitations.

        The Registration Rights Agreement includes limited blackout and suspension periods. In addition, AIV Holdings and the Investment Adviser may also require NMFC to file a shelf registration statement on Form N-2 for the resale of their registerable securities if NMFC is eligible to use Form N-2 at that time.

        Holders of registerable securities have "piggyback" registration rights, including AIV Holdings, which means that these holders may include their respective shares in any future registrations of NMFC's equity securities, whether or not that registration relates to a primary offering by NMFC or a secondary offering by or on behalf of any of NMFC's stockholders. AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) have priority over NMFC in any registration that is an underwritten offering.

        AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) will be responsible for the expenses of any demand registration (including underwriters' discounts or commissions) and their pro-rata share of any "piggyback" registration. NMFC has agreed to indemnify AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) with respect to liabilities resulting from untrue statements or omissions in any registration statement filed pursuant to the Registration Rights Agreement, other than untrue statements or omissions resulting from information furnished to NMFC by such parties. AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) have also agreed to indemnify NMFC with respect to liabilities resulting from untrue statements or omissions furnished by them to NMFC relating to them in any registration statement.

F-53



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 6. Related Parties

        The Companies have entered into a number of business relationships with affiliated or related parties. With the completion of the secondary offering on February 3, 2014, NMFC now owns 100.0% of the units of the Operating Company.

        The Operating Company has entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

        The Companies have entered into an Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges office space for the Companies and provides office equipment and administrative services necessary to conduct their respective day-to-day operations pursuant to the Administration Agreement. The Operating Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to the Companies under the Administration Agreement including rent, the fees and expenses associated with performing administrative, finance and compliance functions, and the compensation of the Companies' chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by the Operating Company, expenses payable to the Administrator by the Operating Company as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) have been capped at $3,500 for the time period from April 1, 2012 to March 31, 2013 and capped at $4,250 for the time period from April 1, 2013 to March 31, 2014. The expense cap expired on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to the Operating Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Operating Company during any quarterly period. As a result, the amount of expenses for which the Operating Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Operating Company for reimbursement in the future. However, it is expected that the Administrator will continue to support part of the expense burden of the Operating Company in the near future.

        The Companies, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, L.L.C., pursuant to which New Mountain Capital, L.L.C. has agreed to grant the Companies, the Investment Adviser and the Administrator, a non- exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance".

        The Companies have adopted a formal code of ethics that governs the conduct of their respective officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

F-54



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 6. Related Parties (Continued)

        The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with the Operating Company' investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Operating Company and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Operating Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the Securities and Exchange Commission and its staff, and consistent with the Investment Adviser's allocation procedures.

        Concurrently with the IPO, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement.

Note 7. Borrowing Facilities

        Holdings Credit Facility—The Loan and Security Agreement, as amended and restated, dated May 19, 2011 (the "Holdings Credit Facility") among the Operating Company as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012. The Operating Company became a party to the Holdings Credit Facility upon the IPO of NMFC. The Holdings Credit Facility amends and restates the credit facility of the Predecessor Entities (the "Predecessor Credit Facility").

Note 7. Borrowing Facilities

        The maximum amount of revolving borrowings available under the Holdings Credit Facility is $280,000, as amended on October 28, 2013. As of March 31, 2014, the Operating Company was permitted to borrow up to 45.0% or 25.0% of the purchase price of pledged first lien or non-first lien debt securities, and up to 70.0% and 45.0% of the purchase price of specified first lien debt securities and specified non-first lien debt securities, respectively, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is collateralized by all of the investments of the Operating Company on an investment by investment basis. All fees associated with the origination or upsizing of the Holdings Credit Facility are capitalized on the Operating Company's Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. In addition, the Holdings Credit Facility requires the Operating Company to maintain a minimum asset coverage ratio. However, the covenants are generally not tied to mark to market fluctuations in the prices of the Operating Company's investments, but rather to the performance of the underlying portfolio companies.

F-55



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 7. Borrowing Facilities (Continued)

        The Holdings Credit Facility bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 2.75% per annum, as amended on May 8, 2012, and charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

        The following table summarizes the interest expense and non-usage fees incurred by the Operating Company on the Holdings Credit Facility for the three months ended March 31, 2014 and March 31, 2013.

 
  Three months ended  
 
  March 31, 2014   March 31, 2013  

Interest expense

  $ 1,692   $ 1,469  

Non-usage fee

    59     15  

Weighted average interest rate

    2.9 %   3.0 %

Average debt outstanding

  $ 232,842   $ 198,900  

        As of March 31, 2014 and December 31, 2013, the outstanding balance on the Holdings Credit Facility was $271,825 and $221,849, respectively, and the Operating Company was not aware of any instances of non-compliance related to the Holdings Credit Facility on such dates.

        SLF Credit Facility—NMF SLF's Loan and Security Agreement, as amended and restated, dated October 27, 2010 (the "SLF Credit Facility") among NMF SLF as the Borrower, the Operating Company as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012. The maximum amount of revolving borrowings available under the SLF Credit Facility is $215,000, as amended on December 18, 2012. The loan is non-recourse to the Operating Company and secured by all assets owned by the borrower on an investment by investment basis. All fees associated with the origination or upsizing of the SLF Credit Facility are capitalized on the Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the SLF Credit Facility. The SLF Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. The covenants are generally not tied to mark to market fluctuations in the prices of our investments, but rather to the performance of the underlying portfolio companies. Due to an amendment to the SLF Credit Facility on October 27, 2011, NMF SLF is no longer restricted from the purchase or sale of loans with an affiliate. Therefore, specified loans can be moved as collateral between the Holdings Credit Facility and the SLF Credit Facility.

        As of March 31, 2014, the SLF Credit Facility permits borrowings of up to 70.0% of the purchase price of pledged first lien debt securities and up to 25.0% of the purchase price of specified second lien loans, of which, up to 25.0% of the aggregate outstanding loan balance of all pledged debt securities in

F-56



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 7. Borrowing Facilities (Continued)

the SLF Credit Facility is allowed to be derived from second lien loans, subject to approval by Wells Fargo Bank, National Association, as amended on March 11, 2013.

        The SLF Credit Facility bears interest at a rate of LIBOR plus 2.00% per annum for first lien loans and 2.75% for second lien loans, respectively, as amended on March 11, 2013. A non-usage fee is paid, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

        The following table summarizes the interest expense and non-usage fees incurred by the Operating Company on the SLF Credit Facility for the three months ended March 31, 2014 and March 31, 2013.

 
  Three months ended  
 
  March 31, 2014   March 31, 2013  

Interest expense

  $ 1,201   $ 1,186  

Non-usage fee

    (1)   1  

Weighted average interest rate

    2.2 %   2.2 %

Average debt outstanding

  $ 214,993   $ 214,330  

(1)
For the three months ended March 31, 2014, the total non-usage fee was less than $1 thousand.

        As of March 31, 2014 and December 31, 2013, the outstanding balance on the SLF Credit Facility was $215,000 and $214,668, respectively, and NMF SLF was not aware of any instances of non-compliance related to the SLF Credit Facility on such dates.

        Leverage risk factors—The Operating Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Operating Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Operating Company's unit holders, and therefore NMFC's common stockholders, and the Operating Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Operating Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Operating Company's net asset value. Similarly, leverage may cause a sharper decline in the Operating Company's income than if the Operating Company had not borrowed. Such a decline could negatively affect the Operating Company's ability to make dividend payments to its unit holders. Leverage is generally considered a speculative investment technique. The Operating Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.

F-57



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 8. Regulation

        NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. In order to continue to qualify as a RIC, among other things, NMFC is required to timely distribute to its stockholders at least 90.0% of investment company taxable income, as defined by the Code, for each year. NMFC, among other things, intends to make and continue to make the requisite distributions to its stockholders, which will generally relieve NMFC from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).

        AIV Holdings was treated, and complied with the requirements to qualify annually, as a RIC under Subchapter M of the Code. In order to have qualified as a RIC, among other things, AIV Holdings was required to timely distribute to its stockholders at least 90.0% of investment company taxable income, as defined by the Code, for each year. AIV Holdings, among other things, made the requisite distributions to its stockholders, which generally relieved AIV Holdings from U.S. federal, state, and local income taxes (excluding excise taxes which may have been imposed under the Code). However, under certain circumstances, the distributions that the Operating Company made to its members may not have been sufficient for AIV Holdings to satisfy the annual distribution requirement necessary for AIV Holdings to have qualified as a RIC. In that case, it was expected that Guardian AIV would consent to be treated as if it received distributions from AIV Holdings sufficient to satisfy the annual distribution requirement. Guardian AIV was required to include the consent dividend in its taxable income as dividend from AIV Holdings, which could have resulted in phantom (i.e., non-cash) taxable income to Guardian AIV.

        Additionally as BDCs, the Companies must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions).

Note 9. Commitments and Contingencies

        In the normal course of business, the Companies may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Operating Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. As of March 31, 2014, the Operating Company had unfunded commitments on revolving credit facilities of $6,900, no outstanding bridge financing commitments and other future funding commitments of $7,725. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments. As of December 31, 2013, the Operating Company had unfunded commitments on revolving credit facilities of $15,500 and no outstanding bridge financing commitments or other future funding commitments, all of which are disclosed on the Operating Company's Consolidated Schedule of Investments.

        The Operating Company also has revolving borrowings available under the Holdings Credit Facility and the SLF Credit Facility as of March 31, 2014. See Note 7, Borrowing Facilities, for details.

F-58



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 9. Commitments and Contingencies (Continued)

        The Operating Company may from time to time enter into financing commitment letters. As of March 31, 2014 and December 31, 2013, the Operating Company did not enter into any commitment letters to purchase debt investments, which could require funding in the future.

Note 10. Stockholders' Equity

        The table below illustrates the effect of certain transactions on the capital accounts of NMFC:

 
  Common Stock    
   
   
   
   
 
 
  Paid in
Capital
in Excess
of Par
   
  Accumulated
Undistributed
Net Realized
Gains (Losses)
   
   
 
 
  Shares   Par
Amount
  Undistributed
Net Investment
Income
  Net Unrealized
Appreciation
(Depreciation)
  Total
Stockholders'
Equity
 

Balance at December 31, 2013

    45,224,755   $ 452   $ 633,383   $   $ 5,056   $ 11,216   $ 650,107  

Issuances of common stock

    2,743,245     28     39,850                 39,878  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

                             

Dividends declared

                (16,058 )   (227 )       (16,285 )

Net increase in stockholders' equity resulting from operations

                16,058     2,708     4,682     23,448  
                               

Balance at March 31, 2014

    47,968,000   $ 480   $ 673,233   $   $ 7,537   $ 15,898   $ 697,148  
                               
                               

        The table below illustrates the effect of certain transactions on the capital accounts of AIV Holdings:

 
  Common Stock    
   
   
   
   
 
 
  Paid in
Capital
in Excess
of Par
   
  Distributions
In Excess of
Net Realized
(Losses) Gains
   
   
 
 
  Shares   Par
Amount
  Undistributed
Net Investment
Income
  Net Unrealized
Appreciation
(Depreciation)
  Total
Stockholders'
Equity
 

Balance at December 31, 2013

    100   $ (1) $ 61,993   $   $ (26,812 ) $ 3,228   $ 38,409  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

                             

Dividends declared

                             

Distribution to New Mountain Guardian AIV, L.P. 

            (61,993 )   (227 )   50,809     (26,562 )   (37,973 )

Net increase (decrease) in stockholders' equity resulting from operations

                227     (23,997 )   23,334     (436 )
                               

Balance at January 29, 2014 (end of operations)

    100 (2) $   $   $   $   $   $  
                               
                               

(1)
As of December 31, 2013, the par amount of the total common stock was $1.

(2)
Subsequent to the quarter ended March 31, 2014, AIV Holdings was dissolved on April 25, 2014. See Note 14, Subsequent Events, for details.

F-59



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 11. Earnings Per Share

        The following information sets forth the computation of basic and diluted net increase in NMFC's net assets per share resulting from operations for the three months ended March 31, 2014 and March 31, 2013:

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Numerator for basic earnings per share:

  $ 23,448   $ 15,516  

Denominator for basic weighted average share:

    47,066,216     25,267,118  
           

Basic earnings per share:

  $ 0.50   $ 0.61  
           

Numerator for diluted earnings per share(a):

  $ 23,879   $ 24,561  

Denominator for diluted weighted average share(b):

    47,897,485     40,835,723  
           

Diluted earnings per share:

  $ 0.50   $ 0.60  
           

(a)
Includes the full income at the Operating Company for the period.

(b)
Assumes all AIV Holdings units in the Operating Company were exchanged for public shares of NMFC during the three months ended March 31, 2013 (see Note 1, Formation and Business Purpose).

F-60



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 12. Financial Highlights

        The following information sets forth the financial highlights for the Operating Company for the respective three months ended March 31, 2014 and March 31, 2013.

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Total return based on net asset value(a)

    3.47 %   4.26 %

Average net assets for the period

  $ 696,779   $ 579,794  

Ratio to average net assets(b):

             

Net investment income

    9.48 %   8.13 %

Total expenses (gross)

    8.97 %   10.16 %

Total expenses (net of reimbursable expenses)

    8.52 %   9.58 %

Net assets, end of period

  $ 697,148   $ 610,478  

Average debt outstanding—Holdings Credit Facility

  $ 232,842   $ 198,900  

Average debt outstanding—SLF Credit Facility

  $ 214,993   $ 214,330  

Weighted average common membership units outstanding for the period

    47,897,485     40,835,723  

Asset coverage ratio

    243.20 %   241.92 %

Portfolio turnover

    8.77 %   8.18 %

(a)
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the respective periods. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.

(b)
Ratio to average net assets has been annualized.

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Per unit data for the Operating Company(a):

             

Net asset value, January 1, 2014 and January 1, 2013, respectively

  $ 14.38   $ 14.06  

Net investment income

    0.34     0.28  

Net realized and unrealized gains (losses)

    0.15     0.31  

Dividends from net investment income

    (0.34 )   (0.34 )
           

Net increase in net assets resulting from operations

    0.15     0.25  

Net asset value, March 31, 2014 and March 31, 2013, respectively

  $ 14.53   $ 14.31  
           
           

(a)
Per unit data is based on weighted average common membership units outstanding.

F-61



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 12. Financial Highlights (Continued)

        The following information sets forth the financial highlights for NMFC for the three months ended March 31, 2014 and March 31, 2013. The ratios to average net assets have been annualized.

 
  Three months ended  
 
  March 31,
2014
  March 31,
2013
 

Per share data(a):

             

Net asset value, January 1, 2014 and January 1, 2013, respectively

  $ 14.38   $ 14.06  

Net increase (decrease) in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C.:

             

Net investment income

    0.34     0.28  

Net realized and unrealized gains (losses)

    0.15     0.31  
           

Total net increase

    0.49     0.59  

Dividends declared

    (0.34 )   (0.34 )
           

Net asset value, March 31, 2014 and March 31, 2013, respectively

  $ 14.53   $ 14.31  
           
           

Per share market value, March 31, 2014 and March 31, 2013, respectively

  $ 14.55   $ 14.62  
           
           

Total return based on market value(b)

    (1.00 )%   0.40 %

Total return based on net asset value(c)

    3.47 %   4.26 %

Shares outstanding at end of period

    47,968,000     31,324,660  

Average weighted shares outstanding for the period

    47,066,216     25,267,118  

Average net assets for the period

  $ 684,700   $ 358,939  

Ratio to average net assets(d):

             

Total expenses allocated from New Mountain Finance Holdings, L.L.C. 

    8.52 %   9.58 %

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    9.48 %   8.13 %

(a)
Per share data is based on the summation of the per share results of operations items over the outstanding shares for the period in which the respective line items were realized or earned.

(b)
Total return is calculated assuming a purchase of common stock at the opening of the first day of the year and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under NMFC's dividend reinvestment plan.

(c)
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.

F-62



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 12. Financial Highlights (Continued)

(d)
Ratio to average net assets for the three months ended March 31, 2014 and March 31, 2013 is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned.

        The following information sets forth the financial highlights for AIV Holdings for January 1, 2014 to January 29, 2014 (end of operations) and for the three months ended March 31, 2013. The ratios to average net assets have been annualized for the three months ended March 31, 2013.

 
  From
January 1, 2014
to January 29, 2014
(end of operations)
  Three months ended
March 31, 2013
 

Total return based on net asset value(a)

    (1.14 )%   3.24 %

Average net assets for the period

  $ 37,486   $ 220,855  

Ratio to average net assets(b):

             

Total expenses allocated from New Mountain Finance Holdings, L.L.C. 

    8.46 %   9.58 %

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    7.62 %   8.13 %

(a)
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at net asset value on the last day of the respective quarter.

(b)
Ratio to average net assets is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned.

Note 13. Recent Accounting Standards Updates

        In June 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-08, Financial Services—Investment Companies (Topic 946)—Amendments to the Scope, Measurement and Disclosure Requirements ("ASU 2013-08"), which contains new guidance on assessing whether an entity is an investment company, requiring non-controlling ownership interests in investment companies to be measured at fair value and requiring certain additional disclosures. ASU 2013-08 is effective for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-08 is not expected to have a material impact on the Companies' financial statements.

Note 14. Subsequent Events

        On April 15, 2014, NMFC completed a public offering of 3,500,000 shares of its common stock at a public offering price of $14.30 per share, which resulted in net proceeds of $50,995, or $14.57 per share. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in

F-63



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 14. Subsequent Events (Continued)

connection with this offering and an additional supplemental payment to the underwriters of $945, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC. In connection with the public offering, the underwriters purchased an additional 525,000 shares of NMFC's common stock with the exercise of the overallotment option to purchase up to an additional 525,000 shares of NMFC's common stock, resulting in additional net proceeds of $7,649. NMFC's Investment Adviser agreed to pay the underwriting discounts and commissions in connection with this exercise of the overallotment option and an additional supplemental payment to the underwriters of $142, or $0.27 per share, which reflects the difference between the public offering price and the proceeds per share received by NMFC in this exercise of the overallotment option.

        Upon receipt of the necessary stockholder consent to authorize the board of directors of AIV Holdings to withdraw AIV Holdings' election to be regulated as a BDC, the withdrawal was filed subsequent to the quarter ended March 31, 2014 and became effective upon receipt by the SEC of AIV Holdings' notification of withdrawal on Form N-54C on April 15, 2014. The board of directors of AIV Holdings believed that AIV Holdings met the requirements for filing the notification to withdraw its election to be regulated as a BDC, upon the receipt of the necessary stockholder consent. After the notification of withdrawal of AIV Holdings' BDC election was filed with the SEC subsequent to the quarter ended March 31, 2014, AIV Holdings is no longer subject to the regulatory provisions of the 1940 Act applicable to BDCs generally, including regulations related to insurance, custody, composition of its board of directors, affiliated transactions and any compensation arrangements.

        In addition, subsequent to the quarter ended March 31, 2014, AIV Holdings filed a Form 15 with the SEC to terminate AIV Holdings' registration under Section 12(g) of the 1934 Act. After these SEC filings and any other federal or state regulatory or tax filings were made, AIV Holdings proceeded to dissolve under Delaware law by filing a certificate of dissolution in Delaware on April 25, 2014.

        Similarly, as a BDC, the Operating Company has been subject to the 1940 Act, including certain provisions applicable only to BDCs. Accordingly, and after careful consideration of the 1940 Act requirements applicable to BDCs, the cost of 1940 Act compliance and a thorough assessment of the Operating Company's current business model, the Operating Company's board of directors determined at an in-person meeting held on March 25, 2014 that continuation as a BDC was not in the best interests of the Operating Company at the present time.

        At the 2014 joint annual meeting of the stockholders of NMFC and the sole unit holder of the Operating Company, which was held on May 6, 2014, the stockholders of NMFC and the sole unit holder of the Operating Company approved a proposal which authorized the board of directors of the Operating Company to withdraw the Operating Company's election to be regulated as a BDC. Additionally, the stockholders of NMFC approved an investment advisory and management agreement between NMFC and the Investment Adviser. With this approval, the Operating Company's board of directors intends to withdraw the Operating Company's election to be regulated as a BDC under the 1940 Act and amend its Operating Agreement such that the Operating Company will remain a whollyowned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the

F-64



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 (Continued)

(in thousands, except units/shares and per unit/share data)

(unaudited)

Note 14. Subsequent Events (Continued)

Operating Company's existing credit facilities, and NMFC will assume all other operating activities previously undertaken by the Operating Company under the management of the Investment Adviser (collectively, the "Restructuring"). All of the current entities that will remain underneath NMFC after the Restructuring will be wholly-owned subsidiaries of NMFC and are expected to be consolidated with NMFC for both 1940 Act and financial statement reporting purposes, subject to any financial statement adjustments required in accordance with GAAP. In addition, the board of directors has approved and declared advisable the termination of the Operating Company's registration under Section 12(g) of the Exchange Act.

        After withdrawing the Operating Company's election to be regulated as a BDC under the 1940 Act, the Operating Company will amend its Operating Agreement such that the board of directors of the Operating Company will be dissolved, and the Operating Company remains a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Operating Company's existing credit facilities. As a special purpose entity, the Operating Company will be bankruptcy-remote and non-recourse to NMFC. In addition, the assets remaining at the Operating Company will continue to be used to secure the Operating Company's current credit facilities.

        On May 6, 2014, the Operating Company's board of directors, and subsequently NMFC's board of directors, declared a second quarter 2014 distribution of $0.34 per unit/share payable on June 30, 2014 to holders of record as of June 16, 2014.

        On May 6, 2014, the Operating Company entered into a thirteenth amendment to the Holdings Credit Facility and NMF SLF entered into a thirteenth amendment to the SLF Credit Facility, both of which permit the Operating Company to withdraw the Operating Company's election to be regulated as a BDC under the 1940 Act and to amend its Operating Agreement such that the Operating Company will remain a wholly-owned subsidiary of NMFC with the sole purpose of serving as a special purpose vehicle for the Holdings Credit Facility and SLF Credit Facility.

F-65



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boards of Directors of
New Mountain Finance Holdings, L.L.C.,
New Mountain Finance Corporation and
New Mountain Finance AIV Holdings Corporation
New York, New York

        We have reviewed the accompanying consolidated statement of assets, liabilities and members' capital of New Mountain Finance Holdings, L.L.C., including the consolidated schedule of investments, as of March 31, 2014, and the related consolidated statements of operations, changes in members' capital, and cash flows for the three month periods ended March 31, 2014 and 2013. In addition, we have reviewed the statement of assets and liabilities of New Mountain Finance Corporation as of March 31, 2014, and the related statements of operations, changes in net assets and cash flows for the three month periods ended March 31, 2014 and 2013 and we have reviewed the statement of assets and liabilities of New Mountain Finance AIV Holdings Corporation as of January 29, 2014, and the related statements of operations, changes in net assets and cash flows for the period January 1, 2014 to January 29, 2014 and for the three month period ended March 31, 2013. These interim financial statements are the responsibility of the management of New Mountain Finance Holdings, L.L.C., New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation.

        We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

        Based on our reviews, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Notes 1 and 14 to the interim financial statements New Mountain Finance AIV Holdings Corporation was dissolved on April 25, 2014. In addition, as discussed in Note 14 to the interim financial statements, on May 6, 2014 the stockholders of New Mountain Finance Corporation and the sole unit holder of New Mountain Finance Holdings, L.L.C, approved a proposal which authorized the board of directors of New Mountain Finance Holdings, L.L.C. to withdraw New Mountain Finance Holdings, L.L.C's election to be regulated as a business development company.

        We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of assets, liabilities and members' capital of New Mountain Finance Holdings, L.L.C., including the consolidated schedule of investments, as of December 31, 2013 and the related consolidated statements of operations, changes in members' capital, and cash flows for the year then ended (not presented herein), and the statements of assets and liabilities of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013, the related statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our reports dated March 5, 2014, we expressed unqualified opinions on those financial statements and included an explanatory paragraph concerning New Mountain Finance AIV Holdings' decision to sell its remaining units in New Mountain Finance Holdings, L.L.C. and that it no longer owns any units in New Mountain Finance Holdings, L.L.C. In our opinion, the information set forth in the accompanying consolidated statement of assets, liabilities and members' capital of New Mountain Finance Holdings, L.L.C., including the consolidated schedule of investments, as of December 31, 2013 and the statements of assets and

F-66


liabilities of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013, is fairly stated, in all material respects, in relation to the consolidated statement of assets, liabilities, and members' capital of New Mountain Finance Holdings, L.L.C., including the consolidated schedule of investments, as of December 31, 2013 and the statements of assets and liabilities of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013 from which they have been derived.

/s/ DELOITTE & TOUCHE LLP

New York, New York
May 7, 2014

F-67



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boards of Directors and investors of
New Mountain Finance Holdings, L.L.C.,
New Mountain Finance Corporation and
New Mountain Finance AIV Holdings Corporation
New York, New York

        We have audited the accompanying consolidated statement of assets, liabilities and members' capital of New Mountain Finance Holdings, L.L.C., including the consolidated schedules of investments as of December 31, 2013 and 2012, and the related consolidated statements of operations, consolidated statements of changes in members' capital, and cash flows for the three years in the period ended December 31, 2013 and the financial highlights for each of the five years in the period ended December 31, 2013. Also, we have audited the statements of assets and liabilities of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013 and 2012, and the related statements of operations, changes in net assets, cash flows and the financial highlights for the period from May 19, 2011 (commencement of operations) to December 31, 2011 and for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the management of New Mountain Finance Holdings, L.L.C., New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. New Mountain Finance Holdings, L.L.C. and New Mountain Finance AIV Holdings Corporation are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits of New Mountain Finance Holdings, L.L.C. and New Mountain Finance AIV Holdings Corporation included consideration of their internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of their internal control over financial reporting. Accordingly we express no such opinion for New Mountain Finance Holdings, L.L.C. and New Mountain Finance AIV Holdings Corporation. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments as of December 31, 2013 and 2012, by correspondence with the custodian, loan agent or borrower; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of New Mountain Finance Holdings, L.L.C. as of December 31, 2013 and 2012, and the consolidated results of its operations, its consolidated changes in members' capital, and its consolidated cash flows for each of the three years in the period ended December 31, 2013 and the financial highlights for the each of the five years in the period ended December 31,2013; and the financial positions of New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation as of December 31, 2013 and 2012 and the results of their operations, changes in their net assets, their cash flows, and the financial highlights for the period from May 19, 2011(commencement of operations) to December 31, 2011 and for the years ended December 31, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

F-68


        As discussed in Note 16, on February 3, 2014, New Mountain Finance AIV Holdings sold its remaining units in New Mountain Finance Holdings, L.L.C. (the "Operating Company") and no longer owns any units of the Operating Company.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), New Mountain Finance Corporation's internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2014, expressed an unqualified opinion on New Mountain Finance Corporation's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

New York, New York
March 5, 2014

F-69


To the Board of Directors of New Mountain Finance Holdings, L.L.C.:

        We have audited the consolidated statements of assets, liabilities and members' capital of New Mountain Finance Holdings, L.L.C. (the "Entity"), including the consolidated schedules of investments, as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in members' capital, and cash flows for each of the three years in the period ended December 31, 2013, and have issued our report dated March 5, 2014 (included elsewhere in this prospectus). Our audit also included the information as of December 31, 2013, 2012, 2011, 2010 and 2009, appearing under the caption "Senior Securities". This information is the responsibility of the Entity's management. The information as of December 31, 2013, 2012, 2011, 2010 and 2009, appearing under the caption "Senior Securities" has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements from which it has been derived.

/s/ DELOITTE & TOUCHE LLP
New York, New York
March 5, 2014

F-70



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Assets, Liabilities and Members' Capital

(in thousands, except units and per unit data)

 
  December 31,
2013
  December 31,
2012
 

Assets

             

Investments at fair value (cost of $1,094,080 and $976,243, respectively)

  $ 1,115,651   $ 989,820  

Cash and cash equivalents

    14,981     12,752  

Interest and dividend receivable

    10,531     6,340  

Deferred credit facility costs (net of accumulated amortization of $3,562 and $2,016, respectively)

    4,727     5,490  

Receivable from affiliate

    459     534  

Receivable from unsettled securities sold

        9,962  

Other assets

    1,492     666  
           

Total assets

  $ 1,147,841   $ 1,025,564  
           
           

Liabilities

             

Holdings Credit Facility

    221,849     206,938  

SLF Credit Facility

    214,668     214,262  

Capital gains incentive fee payable

    7,636     4,407  

Incentive fee payable

    4,104     3,390  

Management fee payable

    3,856     3,222  

Payable for unsettled securities purchased

    3,690     9,700  

Interest payable

    814     712  

Payable to affiliate

    80      

Dividends payable

        11,192  

Other liabilities

    2,628     1,802  
           

Total liabilities

    459,325     455,625  

Members' Capital

    688,516     569,939  
           

Total liabilities and members' capital

  $ 1,147,841   $ 1,025,564  
           
           

Outstanding common membership units

    47,896,693     40,548,189  

Capital per unit

  $ 14.38   $ 14.06  

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-71



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Operations

(in thousands)

 
  Years ended December 31,  
 
  2013   2012   2011  

Investment income

                   

Interest income

  $ 107,027   $ 83,646   $ 55,809  

Dividend income

    5,049     812      

Other income

    2,836     1,328     714  
               

Total investment income

    114,912     85,786     56,523  
               

Expenses

                   

Incentive fee

    16,502     11,537     3,522  

Capital gains incentive fee

    3,229     4,407      
               

Total incentive fees

    19,731     15,944     3,522  

Management fee

    14,905     11,109     4,938  

Interest and other credit facility expenses

    12,470     10,085     7,086  

Administrative expenses

    3,429     2,426     1,615  

Professional fees

    2,349     2,091     2,037  

Other general and administrative expenses

    1,584     1,374     986  
               

Total expenses

    54,468     43,029     20,184  

Less: expenses waived and reimbursed (see Note 5)

    (3,233 )   (2,460 )   (2,186 )
               

Net expenses

    51,235     40,569     17,998  
               

Net investment income

    63,677     45,217     38,525  

Net realized gains on investments

    7,253     18,851     16,252  

Net change in unrealized appreciation (depreciation) of investments          

    7,994     9,928     (23,100 )
               

Net increase in members' capital resulting from operations

  $ 78,924   $ 73,996   $ 31,677  
               
               

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-72



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Changes in Members' Capital

(in thousands)

 
  Years ended December 31,  
 
  2013   2012   2011  

Increase (decrease) in members' capital resulting from operations:

                   

Net investment income

  $ 63,677   $ 45,217   $ 38,525  

Net realized gains on investments

    7,253     18,851     16,252  

Net change in unrealized appreciation (depreciation) of investments

    7,994     9,928     (23,100 )
               

Net increase in members' capital resulting from operations          

    78,924     73,996     31,677  

Contributions

    100,040     133,428     195,295  

Distributions

            (10,249 )

Dividends declared

    (65,140 )   (59,378 )   (26,591 )

Offering costs

    (331 )   (564 )   (11,557 )

Reinvestment of dividends

    5,084     1,955      
               

Net increase in members' capital

    118,577     149,437     178,575  

Members' capital at the beginning of the period

    569,939     420,502     241,927  
               

Members' capital at the end of the period

  $ 688,516   $ 569,939   $ 420,502  
               
               

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-73



New Mountain Finance Holdings, L.L.C.

Consolidated Statements of Cash Flows

(in thousands)

 
  Years ended December 31,  
 
  2013   2012   2011  

Cash flows from operating activities

                   

Net increase in members' capital resulting from operations

  $ 78,924   $ 73,996   $ 31,677  

Adjustments to reconcile net (increase) decrease in members' capital resulting from operations to net cash (used in) provided by operating activities:

                   

Net realized gains on investments

    (7,253 )   (18,851 )   (16,252 )

Net change in unrealized (appreciation) depreciation of investments

    (7,994 )   (9,928 )   23,100  

Amortization of purchase discount

    (3,365 )   (5,996 )   (5,862 )

Amortization of deferred credit facility costs

    1,546     1,160     786  

Non-cash investment income

    (4,473 )   (2,187 )   (1,538 )

(Increase) decrease in operating assets:

                   

Purchase of investments

    (529,695 )   (673,355 )   (494,694 )

Proceeds from sales and paydowns of investments

    426,561     423,874     231,962  

Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities

    388     137     1,363  

Cash paid for drawn revolver

        (12,705 )   (535 )

Cash repayments on drawn revolvers

        12,705      

Interest and dividend receivable

    (4,191 )   967     (4,299 )

Receivable from affiliate

    75     (165 )   (369 )

Receivable from unsettled securities sold

    9,962     (9,962 )    

Other assets

    (225 )   (50 )   (351 )

Increase (decrease) in operating liabilities:

                   

Capital gains incentive fee payable

    3,229     4,407      

Incentive fee payable

    714     1,073     2,317  

Management fee payable

    634     1,021     2,200  

Payable for unsettled securities purchased

    (6,010 )   2,095     (86,857 )

Interest payable

    102     (1,035 )   934  

Payable to affiliate

    80         (394 )

Other liabilities

    639     151     534  
               

Net cash flows used in operating activities

    (40,352 )   (212,648 )   (316,278 )
               

Cash flows from financing activities

                   

Contributions

    100,040     133,428     195,295  

Distributions

            (10,249 )

Dividends paid

    (71,248 )   (46,231 )   (26,591 )

Offering costs paid

    (720 )   (268 )   (11,557 )

Proceeds from Holdings Credit Facility

    457,978     523,099     336,508  

Repayment of Holdings Credit Facility

    (443,067 )   (445,199 )   (267,168 )

Proceeds from SLF Credit Facility

    23,306     112,993     172,060  

Repayment of SLF Credit Facility

    (22,900 )   (64,659 )   (63,068 )

Deferred credit facility costs paid

    (808 )   (3,082 )   (4,377 )
               

Net cash flows provided by financing activities

    42,581     210,081     320,853  
               

Net increase (decrease) in cash and cash equivalents

    2,229     (2,567 )   4,575  

Cash and cash equivalents at the beginning of the period

    12,752     15,319     10,744  
               

Cash and cash equivalents at the end of the period

  $ 14,981   $ 12,752   $ 15,319  
               
               

Supplemental disclosure of cash flow information

                   

Cash interest paid

  $ 10,323   $ 9,433   $ 4,358  

Non-cash operating activities:

                   

Non-cash activity on investments

  $ 1,986   $   $  

Non-cash financing activities:

                   

Dividends declared and payable

  $   $ 11,192   $  

Value of members' capital issued in connection with dividend reinvestment plan

    5,084     1,955      

Accrual for offering costs

    768     556      

Accrual for deferred credit facility costs

    21     46     192  

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-74



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Funded Debt Investments—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Stratus Technologies Bermuda Ltd. / Stratus Technologies, Inc.

                                       

Information Technology

  First lien(2)(7)   12.00%     3/29/2015   $ 6,497   $ 6,335   $ 6,529     0.95 %
                                   

Total Funded Debt Investments—Bermuda

                $ 6,497   $ 6,335   $ 6,529     0.95 %
                                   

Funded Debt Investments—Cayman Islands

                                       

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited**

                                       

Software

  Second lien(2)   10.50% (Base Rate + 9.25%)     7/30/2020   $ 30,000   $ 29,472   $ 30,362     4.41 %
                                   

Total Funded Debt Investments—Cayman Islands

                $ 30,000   $ 29,472   $ 30,362     4.41 %
                                   

Funded Debt Investments—United States

                                       

McGraw-Hill Global Education Holdings, LLC

                                       

Education

  First lien(2)   9.75%     4/1/2021   $ 24,500   $ 24,348   $ 27,195        

  First lien(3)   9.00% (Base Rate + 7.75%)     3/22/2019     17,850     17,367     18,225        
                                   

                  42,350     41,715     45,420     6.60 %
                                   

Deltek, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     10/10/2019     41,000     40,977     41,820     6.07 %

Global Knowledge Training LLC

                                       

Education

  Second lien(2)   11.00% (Base Rate + 9.75%)     10/21/2018     41,450     41,070     41,450     6.02 %

UniTek Global Services, Inc.

                                       

Business Services

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     26,382     25,508     26,382        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     6,387     6,176     6,387        

  First lien(2)   15.00% (Base Rate + 9.50% + 4.00% PIK)*     4/15/2018     5,309     5,133     5,309        
                                   

                  38,078     36,817     38,078     5.53 %
                                   

Edmentum, Inc.(fka Plato, Inc.)

                                       

Education

  First lien(3)   5.50% (Base Rate + 4.50%)     5/17/2018     6,433     6,240     6,465        

  Second lien(2)   11.25% (Base Rate + 9.75%)     5/17/2019     31,150     30,685     31,578        
                                   

                  37,583     36,925     38,043     5.52 %
                                   

SRA International, Inc.

                                       

Federal Services

  First lien(2)   6.50% (Base Rate + 5.25%)     7/20/2018     34,750     33,784     34,475     5.01 %

Kronos Incorporated

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.50%)     4/30/2020     31,341     31,055     32,542     4.73 %

Rocket Software, Inc.

                                       

Software

  Second lien(2)   10.25% (Base Rate + 8.75%)     2/8/2019     30,875     30,731     31,029     4.51 %

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

                                       

Software

  First lien(3)   7.25% (Base Rate + 5.75%)     11/22/2017     6,951     6,847     7,080        

  Second lien(2)   11.00% (Base Rate + 9.50%)     11/22/2018     23,353     22,780     22,876        
                                   

                  30,304     29,627     29,956     4.35 %
                                   

JHCI Acquisition, Inc.

                                       

Distribution & Logistics

  First lien(3)   7.00% (Base Rate + 5.75%)     7/11/2019     19,536     19,262     19,548        

  Second lien(3)   11.00% (Base Rate + 9.75%)     7/11/2020     10,000     9,705     9,898        
                                   

                  29,536     28,967     29,446     4.28 %
                                   

CompassLearning, Inc.(12)

                                       

Education

  First lien(2)   8.00% (Base Rate + 6.75%)     11/26/2018     30,000     29,261     29,250     4.25 %

Transtar Holding Company

                                       

Distribution & Logistics

  Second lien(2)   9.75% (Base Rate + 8.50%)     10/9/2019     28,300     27,842     27,168     3.95 %

KeyPoint Government Solutions, Inc.

                                       

Federal Services

  First lien(3)   7.25% (Base Rate + 6.00%)     11/13/2017     16,784     16,448     16,616        

  First lien(2)   7.25% (Base Rate + 6.00%)     11/13/2017     10,116     9,953     10,015        
                                   

                  26,900     26,401     26,631     3.87 %
                                   

Meritas Schools Holdings, LLC

                                       

Education

  First lien(3)   7.00% (Base Rate + 5.75%)     6/25/2019   $ 19,950   $ 19,763   $ 20,087        

  First lien(2)   7.00% (Base Rate + 5.75%)     6/25/2019     5,920     5,865     5,961        
                                   

                  25,870     25,628     26,048     3.78 %
                                   

Sierra Hamilton LLC / Sierra Hamilton Finance, Inc.

                                       

Energy

  First lien(2)   12.25%     12/15/2018     25,000     25,000     25,000     3.63 %

F-75



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Permian Tank & Manufacturing, Inc.

                                       

Energy

  First lien(2)   10.50%     1/15/2018     24,500     24,757     24,255     3.52 %

Aderant North America, Inc.

                                       

Software

  Second lien(2)   10.00% (Base Rate + 8.75%)     6/20/2019     22,500     22,201     23,203     3.37 %

YP Holdings LLC(8)

                                       

YP LLC

                                       

Media

  First lien(2)   8.04% (Base Rate + 6.71%)     6/4/2018     22,400     21,892     22,722     3.30 %

McGraw-Hill School Education Holdings, LLC

                                       

Education

  First lien(3)   6.25% (Base Rate + 5.00%)     12/18/2019     13,000     12,870     12,870        

  First lien(2)   6.25% (Base Rate + 5.00%)     12/18/2019     9,000     8,910     8,910        
                                   

                  22,000     21,780     21,780     3.16 %
                                   

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(3)   7.00% (Base Rate + 5.50%)     10/6/2016     21,077     20,820     20,813     3.02 %

LM U.S. Member LLC (and LM U.S. Corp Acquisition Inc.)

                                       

Business Services

  Second lien(3)   9.50% (Base Rate + 8.25%)     10/26/2020     20,000     19,731     20,308     2.95 %

Envision Acquisition Company, LLC

                                       

Healthcare Services

  Second lien(2)   9.75% (Base Rate + 8.75%)     11/4/2021     20,000     19,605     20,075     2.91 %

ARSloane Acquisition, LLC

                                       

Business Services

  First lien(3)   7.50% (Base Rate + 6.25%)     10/1/2019     19,950     19,754     19,992     2.90 %

eResearchTechnology, Inc.

                                       

Healthcare Services

  First lien(3)   6.00% (Base Rate + 4.75%)     5/2/2018     19,750     19,047     19,874     2.89 %

Distribution International, Inc.

                                       

Distribution & Logistics

  First lien(2)   7.50% (Base Rate + 6.50%)     7/16/2019     19,900     19,527     19,813     2.88 %

First American Payment Systems, L.P.

                                       

Business Services

  Second lien(3)   10.75% (Base Rate + 9.50%)     4/12/2019     20,000     19,654     19,800     2.88 %

Merrill Communications LLC

                                       

Business Services

  First lien(3)   7.25% (Base Rate + 6.25%)     3/8/2018     19,425     19,246     19,759     2.87 %

Insight Pharmaceuticals LLC

                                       

Healthcare Products

  Second lien(3)   13.25% (Base Rate + 11.75%)     8/25/2017     19,310     18,766     19,021     2.76 %

St. George's University Scholastic Services LLC

                                       

Education

  First lien(3)   8.50% (Base Rate + 7.00%)     12/20/2017     17,379     17,082     17,530     2.55 %

Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)

                                       

Federal Services

  First lien(3)   7.50% (Base Rate + 6.00%)     4/21/2017     18,316     18,127     16,118     2.34 %

Confie Seguros Holding II Co.

                                       

Consumer Services

  Second lien(3)   10.25% (Base Rate + 9.00%)     5/8/2019     14,886     14,762     15,034     2.18 %

OpenLink International, Inc.

                                       

Software

  First lien(3)   7.75% (Base Rate + 6.25%)     10/30/2017     14,700     14,496     14,774     2.15 %

Smile Brands Group Inc.

                                       

Healthcare Services

  First lien(3)   7.50% (Base Rate + 6.25%)     8/16/2019     14,464     14,261     14,307     2.08 %

Brock Holdings III, Inc.

                                       

Industrial Services

  Second lien(2)   10.00% (Base Rate + 8.25%)     3/16/2018     14,000     13,858     14,263     2.07 %

Vision Solutions, Inc.

                                       

Software

  Second lien(2)   9.50% (Base Rate + 8.00%)     7/23/2017     14,000     13,957     14,140     2.05 %

Packaging Coordinators, Inc.(10)

                                       

Healthcare Products

  Second lien(2)   9.50% (Base Rate + 8.25%)     11/10/2020     14,000     13,868     14,088     2.05 %

Lonestar Intermediate Super Holdings, LLC

                                       

Business Services

  Subordinated(2)   11.00% (Base Rate + 9.50%)     9/2/2019     12,000     11,701     12,419     1.80 %

Van Wagner Communications, LLC

                                       

Media

  First lien(2)   6.25% (Base Rate + 5.00%)     8/3/2018     11,761     11,583     11,997     1.74 %

Vertafore, Inc.

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.25%)     10/29/2017     10,000     9,937     10,198     1.48 %

TransFirst Holdings, Inc.

                                       

Business Services

  Second lien(3)   11.00% (Base Rate + 9.75%)     6/27/2018     10,000     9,741     10,138     1.47 %

MailSouth, Inc.

                                       

Media

  First lien(3)   6.76% (Base Rate + 4.96%)     12/14/2016     9,410     9,333     9,269     1.35 %

Vitera Healthcare Solutions, LLC

                                       

Software

  First lien(3)   6.00% (Base Rate + 5.00%)     11/4/2020   $ 2,000   $ 1,980   $ 2,000        

  Second lien(2)   9.25% (Base Rate + 8.25%)     11/4/2021     7,000     6,897     7,070        
                                   

                  9,000     8,877     9,070     1.32 %
                                   

Harley Marine Services, Inc.

                                       

Distribution & Logistics

  Second lien(2)   10.50% (Base Rate + 9.25%)     12/20/2019     9,000     8,820     8,820     1.28 %

Consona Holdings, Inc.

                                       

Software

  First lien(3)   7.25% (Base Rate + 6.00%)     8/6/2018     8,394     8,326     8,457     1.23 %

Physio-Control International, Inc.

                                       

Healthcare Products

  First lien(2)   9.88%     1/15/2019     6,651     6,651     7,482     1.09 %

Virtual Radiologic Corporation

                                       

Healthcare Information Technology

  First lien(3)   7.25% (Base Rate + 5.50%)     12/22/2016     13,563     13,454     7,324     1.06 %

Alion Science and Technology Corporation

                                       

Federal Services

  First lien(2)(7)   12.00% (10.00% + 2.00% PIK)*     11/1/2014     6,447     6,360     6,570     0.95 %

Immucor, Inc.

                                       

Healthcare Services

  Subordinated(2)(7)   11.13%     8/15/2019     5,000     4,950     5,650     0.82 %

F-76



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Learning Care Group (US), Inc.

                                       

Education

  Subordinated(2)   15.00% PIK*     5/8/2020     4,371     4,253     4,371        

  Subordinated(2)   15.00% PIK*     5/8/2020     800     746     800        
                                   

                  5,171     4,999     5,171     0.75 %
                                   

Education Management LLC**

                                       

Education

  First lien(3)   8.25% (Base Rate + 7.00%)     3/30/2018     5,003     4,888     5,028     0.73 %

GCA Services Group, Inc.

                                       

Business Services

  Second lien(2)   9.25% (Base Rate + 8.00%)     11/1/2020     4,000     3,964     4,064     0.59 %

Sophia Holding Finance LP / Sophia Holding Finance Inc.

                                       

Software

  Subordinated(2)   9.63%     12/1/2018     3,500     3,502     3,623     0.53 %

ATI Acquisition Company (fka Ability Acquisition, Inc.)(11)

                                       

Education

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     1,665     1,434     233        

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     103     94     103        
                                   

                  1,768     1,528     336     0.05 %
                                   

Total Funded Debt Investments—United States

                $ 1,016,562   $ 1,001,605   $ 1,013,641     147.22 %
                                   

Total Funded Debt Investments

                $ 1,053,059   $ 1,037,412   $ 1,050,532     152.58 %
                                   

Equity—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Information Technology

  Ordinary shares(2)           156,247   $ 65   $ 46        

  Preferred shares(2)           35,558     15     10        
                                     

                        80     56     0.01 %
                                     

Total Shares—Bermuda

                      $ 80   $ 56     0.01 %
                                     

Equity—United States

                                       

Crowley Holdings Preferred, LLC

                                       

Distribution & Logistics

  Preferred shares(2)   12.00% (10.00% + 2.00% PIK)*         35,000   $ 35,000   $ 35,000     5.08 %

Black Elk Energy Offshore Operations, LLC

                                       

Energy

  Preferred shares(2)   17.00%         20,000,000     20,000     20,000     2.91 %

Global Knowledge Training LLC

                                       

Education

  Ordinary shares(2)           2         3        

  Preferred shares(2)           2,423         3,006        
                                     

                            3,009     0.44 %
                                     

Packaging Coordinators, Inc.(10)

                                       

Packaging Coordinators Holdings, LLC

                                       

Healthcare Products

  Ordinary shares(2)           19,427     1,000     1,181     0.17 %

Ancora Acquisition LLC(11)

                                       

Education

  Preferred shares(2)           372   $ 83   $ 83     0.01 %
                                     

Total Shares—United States

                      $ 56,083   $ 59,273     8.61 %
                                     

Total Shares

                      $ 56,163   $ 59,329     8.62 %
                                     

Warrants—United States

                                       

Learning Care Group (US), Inc.

                                       

Education

  Warrants(2)           844   $ 194   $ 503        

  Warrants(2)           3,589     61     2,136        
                                     

                        255     2,639     0.38 %
                                     

YP Holdings LLC(8)

                                       

YP Equity Investors LLC

                                       

Media

  Warrants(2)           5         1,944     0.28 %

UniTek Global Services, Inc.

                                       

Business Services

  Warrants(2)           1,014,451 (6)   1,449     1,694     0.25 %

Storapod Holding Company, Inc.

                                       

Consumer Services

  Warrants(2)           360,129     156     594     0.09 %

Alion Science and Technology Corporation

                                       

Federal Services

  Warrants(2)           6,000     293     94     0.01 %

F-77



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2013

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Ancora Acquisition LLC(11)

                                       

Education

  Warrants(2)           20             %
                                     

Total Warrants—United States

                      $ 2,153   $ 6,965     1.01 %
                                     

Total Funded Investments

                      $ 1,095,728   $ 1,116,826     162.21 %
                                     

Unfunded Debt Investments—United States

                                       

Aspen Dental Management, Inc.

                                       

Healthcare Services

  First lien(2)(9)—Undrawn       4/6/2016   $ 5,000   $ (388 ) $ (388 )   (0.06 )%

Advantage Sales & Marketing Inc.

                                       

Business Services

  First lien(2)(9)—Undrawn       12/17/2015     10,500     (1,260 )   (787 )   (0.11 )%
                                   

Total Unfunded Debt Investments

                $ 15,500   $ (1,648 ) $ (1,175 )   (0.17 )%
                                   

Total Investments

                      $ 1,094,080   $ 1,115,651     162.04 %
                                     
                                     

(1)
New Mountain Finance Holdings, L.L.C. (the "Operating Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Operating Company as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(3)
Investment is pledged as collateral for the SLF Credit Facility, a revolving credit facility among New Mountain Finance SPV Funding, L.L.C. as the Borrower, the Operating Company as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian. See Note 7, Borrowing Facilities, for details.

(4)
The Operating Company holds investments in two related entities of Stratus Technologies Bermuda Holdings, Ltd. ("Stratus Holdings"). The Operating Company directly holds ordinary and preferred equity in Stratus Holdings and has a credit investment in the joint issuers of Stratus Technologies Bermuda Ltd. ("Stratus Bermuda") and Stratus Technologies, Inc. ("Stratus U.S."), collectively, the "Stratus Notes". Stratus U.S. is a wholly-owned subsidiary of Stratus Bermuda, which in turn is a wholly-owned subsidiary of Stratus Holdings. Stratus Holdings is the parent guarantor of the credit investment of the Stratus Notes.

(5)
Investment is on non-accrual status.

(6)
The Operating Company holds 1,014,451 warrants in UniTek Global Services, Inc., which represents a 4.46% equity ownership on a fully diluted basis.

(7)
Securities are registered under the Securities Act.

(8)
The Operating Company holds investments in two related entities of YP Holdings LLC. The Operating Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP LLC, a subsidiary of YP Holdings LLC.

(9)
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities. Cost amounts represent the cash received at settlement date net the impact of paydowns and cash paid for drawn revolvers.

(10)
The Operating Company holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. The Operating Company has a credit investment in Packaging Coordinators, Inc. and holds ordinary equity in Packaging Coordinators Holdings, LLC, a wholly- owned subsidiary of Packaging Coordinators, Inc.

(11)
The Operating Company holds investments in ATI Acquisition Company and Ancora Acquisition LLC. The Operating Company has credit investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. The Operating Company received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.

(12)
The Operating Company holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.

*
All or a portion of interest contains payments-in-kind ("PIK").

**
Indicates assets that the Operating Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Operating Company's total assets at the time of acquisition of any additional non-qualifying assets.

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-78



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2013

 
  December 31,
2013
 
Investment Type
  Percent of Total
Investments at
Fair Value
 

First lien

    49.62 %

Second lien

    42.03 %

Subordinated

    2.41 %

Equity and other

    5.94 %
       

Total investments

    100.00 %
       
       

 

 
  December 31,
2013
 
Industry Type
  Percent of Total
Investments at
Fair Value
 

Software

    22.33 %

Education

    21.13 %

Business Services

    13.04 %

Distribution & Logistics

    10.78 %

Federal Services

    7.52 %

Healthcare Services

    7.20 %

Energy

    6.21 %

Media

    4.12 %

Healthcare Products

    3.74 %

Consumer Services

    1.40 %

Industrial Services

    1.28 %

Healthcare Information Technology

    0.66 %

Information Technology

    0.59 %
       

Total investments

    100.00 %
       
       

 

 
  December 31,
2013
 
Interest Rate Type
  Percent of Total
Investments at
Fair Value
 

Floating rates

    85.08 %

Fixed rates

    14.92 %
       

Total investments

    100.00 %
       
       

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-79



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2012

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Funded Debt Investments—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Stratus Technologies Bermuda Ltd. / Stratus Technologies, Inc.

                                       

Information Technology

  First lien(2)(7)   12.00%     3/29/2015   $ 6,664   $ 6,396   $ 6,631     1.16 %
                                   

Total Funded Debt Investments—Bermuda

                $ 6,664   $ 6,396   $ 6,631     1.16 %
                                   

Funded Debt Investments—Cayman Islands

                                       

Pinnacle Holdco S.à r.l. / Pinnacle (US) Acquisition Co Limited**

                                       

Software

  First lien(3)   6.50% (Base Rate + 5.25%)     7/30/2019   $ 2,992   $ 2,971   $ 2,999        

  Second lien(2)   10.50% (Base Rate + 9.25%)     7/30/2020     30,000     29,420     30,488        
                                   

                  32,992     32,391     33,487     5.88 %
                                   

Total Funded Debt Investments—Cayman Islands

                $ 32,992   $ 32,391   $ 33,487     5.88 %
                                   

Funded Debt Investments—United Kingdom

                                       

Magic Newco, LLC**

                                       

Software

  First lien(3)   7.25% (Base Rate + 6.00%)     12/12/2018   $ 14,963   $ 14,543   $ 15,105     2.65 %
                                   

Total Funded Debt Investments—United Kingdom

                $ 14,963   $ 14,543   $ 15,105     2.65 %
                                   

Funded Debt Investments—United States

                                       

Edmentum, Inc.(fka Plato, Inc.)

                                       

Education

  First lien(3)   7.50% (Base Rate + 6.00%)     5/17/2018   $ 11,700   $ 11,378   $ 11,744        

  Second lien(2)   11.25% (Base Rate + 9.75%)     5/17/2019     29,150     28,604     28,567        
                                   

                  40,850     39,982     40,311     7.07 %
                                   

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

                                       

Software

  First lien(3)   7.25% (Base Rate + 5.75%)     11/22/2017     7,700     7,560     7,785        

  Second lien(2)   11.00% (Base Rate + 9.50%)     11/22/2018     24,000     23,326     23,560        
                                   

                  31,700     30,886     31,345     5.50 %
                                   

Rocket Software, Inc.

                                       

Software

  Second lien(2)   10.25% (Base Rate + 8.75%)     2/8/2019     30,875     30,711     30,933     5.43 %

Pharmaceutical Research Associates, Inc.

                                       

Healthcare Services

  Second lien(2)   10.50% (Base Rate + 9.25%)     6/10/2019     30,000     29,402     30,319     5.32 %

UniTek Global Services, Inc.

                                       

Business Services

  First lien(2)   9.00% (Base Rate + 7.50%)     4/16/2018     19,650     19,202     19,331        

  First lien(2)   9.00% (Base Rate + 7.50%)     4/16/2018     5,970     5,798     5,873        

  First lien(2)   9.00% (Base Rate + 7.50%)     4/16/2018     4,963     4,781     4,882        
                                   

                  30,583     29,781     30,086     5.28 %
                                   

KeyPoint Government Solutions, Inc.

                                       

Federal Services

  First lien(3)   7.25% (Base Rate + 6.00%)     11/13/2017     20,000     19,608     19,900        

  First lien(2)   7.25% (Base Rate + 6.00%)     11/13/2017     10,000     9,703     9,950        
                                   

                  30,000     29,311     29,850     5.24 %
                                   

Global Knowledge Training LLC

                                       

Education

  First lien(3)   6.50% (Base Rate + 4.99%)     4/21/2017     4,776     4,718     4,705        

  First lien(3)   7.25% (Base Rate + 4.00%)     4/21/2017     1,174     1,159     1,156        

  Second lien(2)   11.50% (Base Rate + 9.75%)     10/21/2018     24,250     23,814     23,755        
                                   

                  30,200     29,691     29,616     5.20 %
                                   

Managed Health Care Associates, Inc.

                                       

Healthcare Services

  First lien(2)   3.47% (Base Rate + 3.25%)     8/1/2014     14,756     13,240     14,276        

  Second lien(2)   6.72% (Base Rate + 6.50%)     2/1/2015     15,000     12,790     14,475        
                                   

                  29,756     26,030     28,751     5.05 %
                                   

Transtar Holding Company

                                       

Distribution & Logistics(10)

  Second lien(2)   9.75% (Base Rate + 8.50%)     10/9/2019     28,300     27,787     28,654     5.03 %

Meritas Schools Holdings, LLC

                                       

Education

  First lien(3)   7.50% (Base Rate + 6.00%)     7/29/2017     8,150     8,084     8,171        

  Second lien(2)   11.50% (Base Rate + 10.00%)     1/29/2018     20,000     19,747     20,000        
                                   

                  28,150     27,831     28,171     4.94 %
                                   

Kronos Incorporated

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.50%)     4/30/2020   $ 25,000   $ 24,753   $ 25,125     4.41 %

St. George's University Scholastic Services LLC

                                       

Education

  First lien(2)   8.50% (Base Rate + 7.00%)     12/20/2017     25,000     24,501     24,500     4.30 %

F-80



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2012

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

SRA International, Inc.

                                       

Federal Services

  First lien(3)   6.50% (Base Rate + 5.25%)     7/20/2018     20,436     19,741     19,542        

  First lien(2)   6.50% (Base Rate + 5.25%)     7/20/2018     4,315     4,225     4,126        
                                   

                  24,751     23,966     23,668     4.15 %
                                   

Aderant North America, Inc.

                                       

Software

  Second lien(2)   11.00% (Base Rate + 7.75%)     6/20/2019     22,500     22,163     23,062     4.05 %

LM U.S. Member LLC (and LM U.S. Corp Acquisition Inc.)

                                       

Business Services

  Second lien(2)   9.50% (Base Rate + 8.25%)     10/26/2020     20,000     19,704     20,150     3.54 %

Learning Care Group (US), Inc.

                                       

Education

  First lien(2)   12.00%     4/27/2016     17,369     17,174     16,696        

  Subordinated(2)   15.00% PIK*     6/30/2016     3,782     3,639     3,434        
                                   

                  21,151     20,813     20,130     3.53 %
                                   

Six3 Systems, Inc.

                                       

Federal Services

  First lien(2)   7.00% (Base Rate + 5.75%)     10/4/2019     20,000     19,805     20,025     3.51 %

First American Payment Systems, L.P.

                                       

Business Services

  Second lien(2)   10.75% (Base Rate + 9.50%)     4/12/2019     20,000     19,609     19,900     3.49 %

eResearchTechnology, Inc.

                                       

Healthcare Services

  First lien(3)   8.00% (Base Rate + 6.50%)     5/2/2018     19,950     19,202     19,850     3.48 %

Insight Pharmaceuticals LLC

                                       

Healthcare Products

  Second lien(2)   13.25% (Base Rate + 11.75%)     8/25/2017     19,310     18,659     19,503     3.42 %

Transplace Texas, L.P.

                                       

Distribution & Logistics(10)

  Second lien(2)   11.00% (Base Rate + 9.00%)     4/12/2017     20,000     19,586     19,500     3.42 %

PODS, Inc.(6)

                                       

Consumer Services

                                       

PODS Funding Corp. II

  First lien(3)   7.25% (Base Rate + 6.00%)     11/29/2016     14,007     13,668     13,972        

Storapod Holding Company, Inc. 

  Subordinated(2)   21.00% PIK*     11/29/2017     5,296     5,156     5,113        
                                   

                  19,303     18,824     19,085     3.35 %
                                   

Smile Brands Group Inc.

                                       

Healthcare Services

  First lien(3)   7.00% (Base Rate + 5.25%)     12/21/2017     19,859     19,598     18,767     3.29 %

Ascensus, Inc.

                                       

Business Services

  First lien(2)   8.00% (Base Rate + 6.75%)     12/21/2018     8,500     8,330     8,330        

  First lien(3)   8.00% (Base Rate + 6.75%)     12/21/2018     8,500     8,330     8,330        
                                   

                  17,000     16,660     16,660     2.92 %
                                   

Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)

                                       

Federal Services

  First lien(3)   7.50% (Base Rate + 6.00%)     4/21/2017     15,758     15,644     15,600     2.74 %

IG Investments Holdings, LLC

                                       

Business Services

  Second lien(2)   10.25% (Base Rate + 9.00%)     10/31/2020     15,000     14,852     14,925     2.62 %

OpenLink International, Inc.

                                       

Software

  First lien(3)   7.75% (Base Rate + 6.25%)     10/30/2017     14,850     14,600     14,850     2.61 %

Landslide Holdings, Inc. (Crimson Acquisition Corp.)

                                       

Software

  First lien(3)   7.00% (Base Rate + 5.75%)     6/19/2018     14,625     14,353     14,671     2.57 %

KPLT Holdings, Inc. (Centerplate, Inc., et al.)

                                       

Consumer Services

  Subordinated(2)   11.75% (10.25% + 1.50% PIK)*     4/16/2019     14,637     14,351     14,344     2.52 %

Sabre Inc.

                                       

Software

  First lien(3)   7.25% (Base Rate + 6.00%)     12/29/2017     13,965     13,918     14,186     2.49 %

Brock Holdings III, Inc.

                                       

Industrial Services

  Second lien(2)   10.00% (Base Rate + 8.25%)     3/16/2018     14,000     13,825     14,105     2.48 %

Triple Point Technology, Inc.

                                       

Software

  First lien(3)   6.25% (Base Rate + 5.00%)     10/27/2017     12,968     12,549     13,021     2.28 %

Lonestar Intermediate Super Holdings, LLC

                                       

Business Services

  Subordinated(2)   11.00% (Base Rate + 9.50%)     9/2/2019     12,000     11,666     12,765     2.24 %

Aspen Dental Management, Inc

                                       

Healthcare Services

  First lien(3)   7.00% (Base Rate + 5.50%)     10/6/2016     12,870     12,652     12,210     2.14 %

Van Wagner Communications, LLC

                                       

Media

  First lien(2)   8.25% (Base Rate + 7.00%)     8/3/2018     12,000     11,772     12,160     2.13 %

Supervalu Inc.**

                                       

Retail

  First lien(2)   8.00% (Base Rate + 6.75%)     8/30/2018   $ 11,940   $ 11,597   $ 12,146     2.13 %

Vision Solutions, Inc.

                                       

Software

  Second lien(2)   9.50% (Base Rate + 8.00%)     7/23/2017     12,000     11,913     11,700     2.05 %

Merrill Communications LLC

                                       

Business Services

  First lien(2)   10.75% (Base Rate + 7.50%)     3/10/2013     11,422     11,421     11,279     1.98 %

MailSouth, Inc.

                                       

Media

  First lien(3)   6.75% (Base Rate + 5.00%)     12/14/2016     11,136     11,018     11,025     1.94 %

Immucor, Inc.

                                       

Healthcare Services

  First lien(3)   5.75% (Base Rate + 4.50%)     8/19/2018     4,938     4,772     5,006        

  Subordinated(2)(7)   11.13%     8/15/2019     5,000     4,943     5,650        
                                   

                  9,938     9,715     10,656     1.87 %
                                   

F-81



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2012

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Virtual Radiologic Corporation

                                       

Healthcare Information Technology

  First lien(3)   7.75% (Base Rate + 4.50%)     12/22/2016     14,702     14,550     10,291     1.81 %

Permian Tank & Manufacturing, Inc.

                                       

Energy

  First lien(3)   9.00% (Base Rate + 7.25%)     3/15/2017     10,072     9,852     10,072     1.77 %

Vertafore, Inc.

                                       

Software

  Second lien(2)   9.75% (Base Rate + 8.25%)     10/29/2017     10,000     9,924     10,050     1.76 %

Merge Healthcare Inc.**

                                       

Healthcare Services

  First lien(2)(7)   11.75%     5/1/2015     9,000     8,916     9,709     1.70 %

TransFirst Holdings, Inc.

                                       

Business Services

  Second lien(2)   11.00% (Base Rate + 9.75%)     6/27/2018     10,000     9,700     9,700     1.70 %

Consona Holdings, Inc.

                                       

Software

  First lien(3)   7.25% (Base Rate + 6.00%)     8/6/2018     8,479     8,398     8,511     1.49 %

Confie Seguros Holding II Co.

                                       

Consumer Services

  Second lien(2)   10.25% (Base Rate + 9.00%)     5/8/2019     8,000     7,842     8,040     1.41 %

Physio-Control International, Inc.

                                       

Healthcare Products

  First lien(2)   9.88%     1/15/2019     7,000     7,000     7,717     1.35 %

Surgery Center Holdings, Inc.

                                       

Healthcare Services

  First lien(3)   6.50% (Base Rate + 5.00%)     2/6/2017     6,834     6,809     6,800     1.19 %

Research Pharmaceutical Services, Inc.

                                       

Healthcare Services

  First lien(3)   6.75% (Base Rate + 5.25%)     2/18/2017     7,125     7,046     6,662     1.17 %

Alion Science and Technology Corporation

                                       

Federal Services

  First lien(2)(7)   12.00% (10.00% + 2.00% PIK)*     11/1/2014     6,320     6,131     6,093     1.07 %

GCA Services Group, Inc.

                                       

Business Services

  Second lien(2)   9.25% (Base Rate + 8.00%)     11/1/2020     5,000     4,951     4,900     0.86 %

Education Management LLC**

                                       

Education

  First lien(3)   8.25% (Base Rate + 7.00%)     3/30/2018     5,058     4,921     4,232     0.74 %

Brickman Group Holdings, Inc.

                                       

Business Services

  Subordinated(2)   9.13%     11/1/2018     3,650     3,342     3,842     0.68 %

Ozburn-Hessey Holding Company LLC

                                       

Distribution & Logistics(10)

  Second lien(2)   11.50% (Base Rate + 9.50%)     10/10/2016     4,000     3,947     3,680     0.65 %

YP Holdings LLC(8)

                                       

YP Intermediate Holdings Corp. / YP Intermediate Holdings II LLC

                                       

Media

  Second lien(2)   15.00% (12.00% + 3.00% PIK)*     5/18/2017     3,559     3,326     3,586     0.63 %

Mach Gen, LLC

                                       

Power Generation

  Second lien(2)   7.82% PIK (Base Rate + 7.50%)*     2/22/2015     3,676     3,474     2,396     0.42 %

ATI Acquisition Company (fka Ability Acquisition, Inc.)

                                       

Education

  First lien(2)   12.25% (Base Rate + 5.00% + 4.00% PIK)(5)*     12/30/2014     4,432     4,306            

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     1,665     1,517     649        

  First lien(2)   17.25% (Base Rate + 10.00% + 4.00% PIK)(5)*     6/30/2012—Past Due     103     94     103        
                                   

                  6,200     5,917     752     0.13 %
                                   

Airvana Network Solutions Inc.

                                       

Software

  First lien(2)   10.00% (Base Rate + 8.00%)     3/25/2015   $ 648   $ 640   $ 650     0.11 %
                                   

Total Funded Debt Investments—United States

                $ 942,670   $ 921,787   $ 925,287     162.35 %
                                   

Total Funded Debt Investments

                $ 997,289   $ 975,117   $ 980,510     172.04 %
                                   

Equity—Bermuda

                                       

Stratus Technologies Bermuda Holdings Ltd.(4)**

                                       

Information Technology

  Ordinary shares(2)           144,270   $ 65   $ 65        

  Preferred shares(2)           32,830     15     15        
                                     

                        80     80     0.01 %
                                     

Total Shares—Bermuda

                      $ 80   $ 80     0.01 %
                                     

F-82



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments (Continued)

December 31, 2012

(in thousands, except shares)

Portfolio Company, Location and Industry(1)
  Type of
Investment
  Interest Rate   Maturity
Date
  Principal
Amount,
Par Value
or Shares
  Cost   Fair Value   Percent of
Members'
Capital
 

Equity—United States

                                       

Global Knowledge Training LLC

                                       

Education

  Ordinary shares(2)           2   $ 2   $ 2        

  Preferred shares(2)           2,423     1,195     2,423        
                                     

                        1,197     2,425     0.43 %
                                     

Total Shares—United States

                      $ 1,197   $ 2,425     0.43 %
                                     

Total Shares

                      $ 1,277   $ 2,505     0.44 %
                                     

Warrants—United States

                                       

YP Holdings LLC(8)

                                       

YP Equity Investors LLC

                                       

Media

  Warrants(2)           5   $ 466   $ 7,230     1.27 %

Alion Science and Technology Corporation

                                       

Federal Services

  Warrants(2)           6,000     293     192     0.03 %

PODS, Inc.(6)

                                       

Storapod Holding Company, Inc.

                                       

Consumer Services

  Warrants(2)           360,129     156     156     0.03 %

Learning Care Group (US), Inc.

                                       

Education

  Warrants(2)           844     194     14     0.00 %
                                     

Total Warrants—United States

                      $ 1,109   $ 7,592     1.33 %
                                     

Total Funded Investments

                      $ 977,503   $ 990,607     173.81 %
                                     

Unfunded Debt Investments—United States

                                       

Advantage Sales & Marketing Inc.

                                       

Business Services

  First lien(2)(9)—Undrawn       12/17/2015   $ 10,500   $ (1,260 ) $ (787 )   (0.14 )%
                                   

Total Unfunded Debt Investments

                $ 10,500   $ (1,260 ) $ (787 )   (0.14 )%
                                   

Total Investments

                      $ 976,243   $ 989,820     173.67 %
                                     
                                     

(1)
New Mountain Finance Holdings, L.L.C. (the "Operating Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)
The Holdings Credit Facility is collateralized by the indicated investments.

(3)
The SLF Credit Facility is collateralized by the indicated investments.

(4)
The Operating Company holds investments in two related entities of Stratus Technologies Bermuda Holdings, Ltd. ("Stratus Holdings"). The Operating Company directly holds ordinary and preferred equity in Stratus Holdings and has a credit investment in the joint issuers of Stratus Technologies Bermuda Ltd. ("Stratus Bermuda") and Stratus Technologies, Inc. ("Stratus U.S."), collectively, the "Stratus Notes". Stratus U.S. is a wholly-owned subsidiary of Stratus Bermuda, which in turn is a wholly-owned subsidiary of Stratus Holdings. Stratus Holdings is the parent guarantor of the credit investment of the Stratus Notes.

(5)
Investment is on non-accrual status.

(6)
The Operating Company holds investments in two related entities of PODS, Inc. The Operating Company directly holds warrants in Storapod Holding Company, Inc. ("Storapod") and has a credit investment in Storapod through Storapod WCF II Limited ("Storapod WCF II"). Storapod WCF II is a special purpose entity used to enter into a Shari'ah-compliant financing arrangement with Storapod. Additionally, the Operating Company has a credit investment in PODS Funding Corp. II ("PODS II"). PODS, Inc. is a wholly-owned subsidiary of PODS Holding, Inc., which in turn is a majority-owned subsidiary of Storapod. PODS II is a special purpose entity used to enter into a Shari'ah- compliant financing arrangement with PODS, Inc. and its subsidiary, PODS Enterprises, Inc.

(7)
Securities are registered under the Securities Act.

(8)
The Operating Company holds investments in two related entities of YP Holdings LLC. The Operating Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP Intermediate Holdings Corp. and YP Intermediate Holdings II LLC (together "YP Intermediate"), a subsidiary of YP Holdings LLC.

(9)
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities. Cost amounts represent the cash received at settlement date net the impact of paydowns and cash paid for drawn revolvers.

(10)
Industries were disclosed separately in previously issued financial statements.

*
All or a portion of interest contains payments-in-kind ("PIK").

**
Indicates assets that the Operating Company deems to be "non- qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Operating Company's total assets at the time of acquisition of any additional non-qualifying assets.

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-83



New Mountain Finance Holdings, L.L.C.

Consolidated Schedule of Investments

December 31, 2012

 
  December 31,
2012
 
Investment Type
  Percent of Total
Investments at
Fair Value
 

First lien

    49.86 %

Second lien

    44.56 %

Subordinated

    4.56 %

Equity and other

    1.02 %
       

Total investments

    100.00 %
       
       

 

 
  December 31,
2012
 
Industry Type
  Percent of Total
Investments at
Fair Value
 

Software

    24.92 %

Education

    15.17 %

Healthcare Services

    14.52 %

Business Services

    14.49 %

Federal Services

    9.64 %

Distribution & Logistics(1)

    5.23 %

Consumer Services

    4.21 %

Media

    3.44 %

Healthcare Products

    2.75 %

Industrial Services

    1.42 %

Retail

    1.23 %

Healthcare Information Technology

    1.04 %

Energy

    1.02 %

Information Technology

    0.68 %

Power Generation

    0.24 %
       

Total investments

    100.00 %
       
       

(1)
Industries were disclosed separately in previously issued financial statements.

   

The accompanying Notes are an integral part of these consolidated financial statements.

F-84



New Mountain Finance Corporation

Statements of Assets and Liabilities

(in thousands, except shares and per share data)

 
  December 31,
2013
  December 31,
2012
 

Assets

             

Investment in New Mountain Finance Holdings, L.L.C., at fair value (cost of $633,835 and $335,730, respectively)

  $ 650,107   $ 341,926  

Distribution receivable from New Mountain Finance Holdings, L.L.C. 

        3,405  
           

Total assets

  $ 650,107   $ 345,331  
           

Liabilities

             

Dividends payable

        3,405  
           

Total liabilities

        3,405  
           

Net assets

             

Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued

         

Common stock, par value $0.01 per share 100,000,000 shares authorized, and 45,224,755 and 24,326,251 shares issued and outstanding, respectively

    452     243  

Paid in capital in excess of par

    633,383     335,487  

Accumulated undistributed net realized gains

    5,056     952  

Net unrealized appreciation

    11,216     5,244  
           

Total net assets

  $ 650,107   $ 341,926  
           

Total liabilities and net assets

  $ 650,107   $ 345,331  
           
           

Number of shares outstanding

    45,224,755     24,326,251  

Net asset value per share

  $ 14.38   $ 14.06  

   

The accompanying Notes are an integral part of these financial statements.

F-85



New Mountain Finance Corporation

Statements of Operations

(in thousands, except shares and per share data)

 
  Years ended December 31,   From May 19, 2011
(commencement of
operations) to
December 31, 2011
 
 
  2013   2012  

Net investment income allocated from New Mountain Finance Holdings, L.L.C.

                   

Interest income

  $ 84,925   $ 36,439   $ 13,437  

Dividend income

    3,567     455      

Other income

    2,384     617     232  

Total expenses

    (40,355 )   (17,719 )   (5,324 )
               

Net investment income allocated from New Mountain Finance Holdings, L.L.C

    50,521     19,792     8,345  

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C.

                   

Net realized gains on investment

    5,427     7,593     1,141  

Net change in unrealized appreciation (depreciation) of investments

    6,016     4,494     (5,376 )
               

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C

    11,443     12,087     (4,235 )
               

Total net increase in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C

    61,964     31,879     4,110  
               

Net change in unrealized (depreciation) appreciation of investment in New Mountain Finance Holdings, L.L.C. 

    (44 )   (95 )   6,221  
               

Net increase in net assets resulting from operations

  $ 61,920   $ 31,784   $ 10,331  
               
               

Basic earnings per share

  $ 1.76   $ 2.14   $ 0.97  

Weighted average shares of common stock outstanding—basic (See Note 12)

    35,092,722     14,860,838     10,697,691  

Diluted earnings per share

  $ 1.79   $ 2.18   $ 0.38  

Weighted average shares of common stock outstanding—diluted (See Note 12)

    44,021,920     34,011,738     30,919,629  

   

The accompanying Notes are an integral part of these financial statements.

F-86



New Mountain Finance Corporation

Statements of Changes in Net Assets

(in thousands)

 
  Years ended
December 31,
   
 
 
  From May 19, 2011
(commencement of
operations) to
December 31, 2011
 
 
  2013   2012  

Increase (decrease) in net assets resulting from operations:

                   

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

  $ 50,521   $ 19,792   $ 8,345  

Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. 

    5,427     7,593     1,141  

Net change in unrealized appreciation (depreciation) of investments allocated from New Mountain Finance Holdings, L.L.C. 

    6,016     4,494     (5,376 )

Net change in unrealized (depreciation) appreciation of investment in New Mountain Finance Holdings, L.L.C. 

    (44 )   (95 )   6,221  
               

Net increase in net assets resulting from operations

    61,920     31,784     10,331  
               

Capital transactions

                   

Net proceeds from shares sold

    100,040     133,428     129,865  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

    (281 )   (323 )   (3,998 )

Value of shares issued for exchanged units

    193,262     56,314     18,489  

Dividends declared

    (51,844 )   (26,719 )   (9,200 )

Reinvestment of dividends

    5,084     1,955      
               

Total net increase in net assets resulting from capital transactions

    246,261     164,655     135,156  
               

Net increase in net assets

    308,181     196,439     145,487  

Net assets at the beginning of the period

    341,926     145,487      
               

Net assets at the end of the period

    650,107   $ 341,926   $ 145,487  
               
               

   

The accompanying Notes are an integral part of these financial statements.

F-87



New Mountain Finance Corporation

Statements of Cash Flows

(in thousands)

 
   
   
  From
May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  Years ended December 31,  
 
  2013   2012  

Cash flows from operating activities:

                   

Net increase in net assets resulting from operations

  $ 61,920   $ 31,784   $ 10,331  

Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:

                   

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    (50,521 )   (19,792 )   (8,345 )

Net realized and unrealized (gains) losses allocated from New Mountain Finance Holdings, L.L.C. 

    (11,443 )   (12,087 )   4,235  

Net change in unrealized depreciation (appreciation) in New Mountain Finance Holdings, L.L.C. 

    44     95     (6,221 )

(Increase) decrease in operating assets:

                   

Purchase of investment

    (100,040 )   (133,428 )   (129,865 )

Distributions from New Mountain Finance Holdings, L.L.C. 

    50,165     23,314     9,200  
               

Net cash flows used in by operating activities

    (49,875 )   (110,114 )   (120,665 )
               

Cash flows from financing activities:

                   

Net proceeds from shares sold

    100,040     133,428     129,865  

Dividends declared

    (50,165 )   (23,314 )   (9,200 )
               

Net cash flows provided by financing activities

    49,875     110,114     120,665  
               

Net increase (decrease) in cash and cash equivalents

             

Cash and cash equivalents at the beginning of the period

             
               

Cash and cash equivalents at the end of the period

  $   $   $  
               
               

Non-cash operating activities:

                   

Distribution receivable from New Mountain Finance Holdings, L.L.C. 

  $   $ 3,405   $  

Non-cash financing activities:

                   

Dividends declared and payable

  $   $ (3,405 ) $  

New Mountain Guardian Partners, L.P. exchange of New Mountain Finance Holdings, L.L.C. units for shares

            18,489  

New Mountain Finance AIV Holdings Corporation exchange of New Mountain Finance Holdings, L.L.C. units for shares

    193,262     56,314      

Value of shares issued in connection with dividend reinvestment plan

    5,084     1,955      

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

    (281 )   (323 )   (3,998 )

   

The accompanying Notes are an integral part of these financial statements.

F-88



New Mountain Finance AIV Holdings Corporation

Statements of Assets and Liabilities

(in thousands, except shares)

 
  December 31,
2013
  December 31,
2012
 

Assets

             

Investment in New Mountain Finance Holdings, L.L.C., at fair value (cost of $61,993 and $244,015, respectively)

  $ 38,409   $ 228,013  

Distributions receivable from New Mountain Finance Holdings, L.L.C. 

        7,786  
           

Total assets

  $ 38,409   $ 235,799  
           
           

Liabilities

             

Dividends payable

        7,786  
           

Total liabilities

        7,786  
           

Net assets

             

Common stock, par value $0.01 per share 100 shares issued and outstanding

    (1)   (1)

Paid in capital in excess of par

    61,993     244,015  

Distributions in excess of net realized gains

    (26,812 )   (6,676 )

Net unrealized appreciation (depreciation)

    3,228     (9,326 )
           

Total net assets

    38,409     228,013  
           

Total liabilities and net assets

  $ 38,409   $ 235,799  
           
           

(1)
As of December 31, 2013 and December 31, 2012, the par value of the total common stock was $1.

   

The accompanying Notes are an integral part of these financial statements.

F-89



New Mountain Finance AIV Holdings Corporation

Statements of Operations

(in thousands)

 
   
   
  From May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  Years ended December 31,  
 
  2013   2012  

Net investment income allocated from New Mountain Finance Holdings, L.L.C.

                   

Interest income

  $ 22,102   $ 47,207   $ 25,399  

Dividend income

    1,482     357      

Other income

    452     712     439  

Total expenses

    (10,881 )   (22,850 )   (10,063 )
               

Net investment income allocated from New Mountain Finance Holdings, L.L.C

    13,155     25,426     15,775  

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C.

                   

Net realized gains on investments

    1,826     11,259     2,158  

Net change in unrealized appreciation (depreciation) of investments

    1,978     5,433     (10,163 )
               

Net realized and unrealized gain (loss) allocated from New Mountain Finance Holdings, L.L.C.

    3,804     16,692     (8,005 )
               

Total net increase in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C.

    16,959     42,118     7,770  
               

Net realized (losses) gains on investment in New Mountain Finance Holdings, L.L.C. 

    (14,925 )   381      

Net change in unrealized appreciation (depreciation) on investment in New Mountain Finance Holdings, L.L.C. 

    10,576     1,616     (6,212 )
               

Net increase in net assets resulting from operations

  $ 12,610   $ 44,115   $ 1,558  
               
               

   

The accompanying Notes are an integral part of these financial statements.

F-90



New Mountain Finance AIV Holdings Corporation

Statements of Changes in Net Assets

(in thousands)

 
  Years ended
December 31,
   
 
 
  From May 19, 2011
(commencement of
operations) to
December 31, 2011
 
 
  2013   2012  

Increase (decrease) in net assets resulting from operations:

                   

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

  $ 13,155   $ 25,426   $ 15,775  

Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. 

    1,826     11,259     2,158  

Net change in unrealized appreciation (depreciation) of investments allocated from New Mountain Finance Holdings, L.L.C. 

    1,978     5,433     (10,163 )

Net realized (losses) gains on investment in New Mountain Finance Holdings, L.L.C. 

    (14,925 )   381      

Net change in unrealized appreciation (depreciation) on investment in New Mountain Finance Holdings, L.L.C. 

    10,576     1,616     (6,212 )
               

Net increase in net assets resulting from operations          

    12,610     44,115     1,558  
               

Capital transactions

                   

Distribution to New Mountain Guardian AIV, L.P. 

    (188,868 )   (58,216 )    

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

    (50 )   (241 )   (7,559 )

Contributions from exchanged shares

            298,407  

Dividends declared

    (13,296 )   (32,660 )   (17,391 )
               

Total net (decrease) increase in net assets resulting from capital transactions

    (202,214 )   (91,117 )   273,457  
               

Net (decrease) increase in net assets

    (189,604 )   (47,002 )   275,015  

Net assets at the beginning of the period

    228,013     275,015      
               

Net assets at the end of the period

  $ 38,409   $ 228,013   $ 275,015  
               
               

   

The accompanying Notes are an integral part of these financial statements.

F-91



New Mountain Finance AIV Holdings Corporation

Statements of Cash Flows

(in thousands)

 
   
   
  From May 19,
2011
(commencement
of operations) to
December 31,
2011
 
 
  Years ended
December 31,
 
 
  2013   2012  

Cash flows from operating activities:

                   

Net increase in net assets resulting from operations

  $ 12,610   $ 44,115   $ 1,558  

Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:

                   

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    (13,155 )   (25,426 )   (15,775 )

Net realized and unrealized (gains) losses allocated from New Mountain Finance Holdings, L.L.C. 

    (3,804 )   (16,692 )   8,005  

Net realized losses (gains) on investment in New Mountain Finance Holdings, L.L.C. 

    14,925     (381 )    

Net change in unrealized (appreciation) depreciation in New Mountain Finance Holdings, L.L.C. 

    (10,576 )   (1,616 )   6,212  

(Increase) decrease in operating assets:

                   

Distributions from New Mountain Finance Holdings, L.L.C. 

    21,082     24,874     17,391  
               

Net cash flows provided by operating activities

    21,082     24,874     17,391  
               

Cash flows from financing activities:

                   

Net proceeds from shares sold

    188,868     58,216      

Distribution to New Mountain Guardian AIV, L.P. 

    (188,868 )   (58,216 )    

Dividends declared

    (21,082 )   (24,874 )   (17,391 )
               

Net cash flows used in financing activities

    (21,082 )   (24,874 )   (17,391 )
               

Net increase (decrease) in cash and cash equivalents

             

Cash and cash equivalents at the beginning of the period

             
               

Cash and cash equivalents at the end of the period

  $   $   $  
               
               

Non-cash operating activities:

                   

Distribution receivable from New Mountain Finance Holdings, L.L.C. 

  $   $ 7,786   $  

Non-cash financing activities:

                   

Dividends declared and payable

  $   $ (7,786 ) $  

New Mountain Guardian AIV, L.P. contribution of New Mountain Finance Holdings, L.L.C units for shares of New Mountain Finance AIV Holdings, L.L.C. 

            298,407  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

    (50 )   (241 )   (7,559 )

   

The accompanying Notes are an integral part of these financial statements.

F-92



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

December 31, 2013

(in thousands, except units/shares and per unit/share data)

        The information in these combined Notes to the financial statements relates to each of the three separate registrants: New Mountain Finance Holdings, L.L.C., New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation (collectively, the "Companies"). Information that relates to an individual registrant will be specifically referenced by the respective company. None of the Companies makes any representation as to the information related solely to the other registrants other than itself.

Note 1. Formation and Business Purpose

        New Mountain Finance Holdings, L.L.C. (the "Operating Company" or the "Master Fund") is a Delaware limited liability company. The Operating Company is externally managed and has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). As such, the Operating Company is obligated to comply with certain regulatory requirements. The Operating Company intends to be treated as a partnership for federal income tax purposes for so long as it has at least two members.

        The Operating Company is externally managed by New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser"). New Mountain Finance Administration, L.L.C. (the "Administrator") provides the administrative services necessary for operations. The Investment Adviser and Administrator are wholly-owned subsidiaries of New Mountain Capital (defined as New Mountain Capital Group, L.L.C. and its affiliates). New Mountain Capital is a firm with a track record of investing in the middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $12.0 billion as of December 31, 2013, which includes total assets held by the Operating Company. New Mountain Capital focuses on investing in defensive growth companies across its private equity, public equity, and credit investment vehicles. The Operating Company, formerly known as New Mountain Guardian (Leveraged), L.L.C., was originally formed as a subsidiary of New Mountain Guardian AIV, L.P. ("Guardian AIV") by New Mountain Capital in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting New Mountain Partners III, L.P., a private equity fund managed by New Mountain Capital. In February 2009, New Mountain Capital formed a co-investment vehicle, New Mountain Guardian Partners, L.P., comprising $20.4 million of commitments. New Mountain Guardian (Leveraged), L.L.C. and New Mountain Guardian Partners, L.P., together with their respective direct and indirect wholly-owned subsidiaries, are defined as the "Predecessor Entities".

        New Mountain Finance Corporation ("NMFC") is a Delaware corporation that was originally incorporated on June 29, 2010. NMFC is a closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. As such, NMFC is obligated to comply with certain regulatory requirements. NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code").

        New Mountain Finance AIV Holdings Corporation ("AIV Holdings") is a Delaware corporation that was originally incorporated on March 11, 2011. Guardian AIV, a Delaware limited partnership, is

F-93



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 1. Formation and Business Purpose (Continued)

AIV Holdings' sole stockholder. AIV Holdings is a closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. As such, AIV Holdings is obligated to comply with certain regulatory requirements. AIV Holdings has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under the Code.

        On May 19, 2011, NMFC priced its initial public offering (the "IPO") of 7,272,727 shares of common stock at a public offering price of $13.75 per share. Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in a concurrent private placement (the "Concurrent Private Placement"). Additionally, 1,252,964 shares were issued to the partners of New Mountain Guardian Partners, L.P. at that time for their ownership interest in the Predecessor Entities. In connection with NMFC's IPO and through a series of transactions, the Operating Company owns all of the operations of the Predecessor Entities, including all of the assets and liabilities related to such operations.

        NMFC and AIV Holdings are holding companies with no direct operations of their own, and their sole asset is their ownership in the Operating Company. NMFC and AIV Holdings each entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company, pursuant to which NMFC and AIV Holdings were admitted as members of the Operating Company. NMFC acquired from the Operating Company, with the gross proceeds of the IPO and the Concurrent Private Placement, common membership units ("units") of the Operating Company (the number of units are equal to the number of shares of NMFC's common stock sold in the IPO and the Concurrent Private Placement). Additionally, NMFC received units of the Operating Company equal to the number of shares of common stock of NMFC issued to the partners of New Mountain Guardian Partners, L.P. Guardian AIV was the parent of the Operating Company prior to the IPO and, as a result of the transactions completed in connection with the IPO, obtained units in the Operating Company. Guardian AIV contributed its units in the Operating Company to its newly formed subsidiary, AIV Holdings, in exchange for common stock of AIV Holdings. AIV Holdings has the right to exchange all or any portion of its units in the Operating Company for shares of NMFC's common stock on a one-for-one basis at any time.

        Since NMFC's IPO, and through December 31, 2013, NMFC raised approximately $233,468 in net proceeds from additional offerings of common stock and issued shares of its common stock valued at approximately $249,576 on behalf of AIV Holdings for exchanged units. NMFC acquired from the Operating Company units of the Operating Company equal to the number of shares of NMFC's common stock sold in the additional offerings. As of December 31, 2013, NMFC and AIV Holdings owned approximately 94.4% and 5.6%, respectively, of the units of the Operating Company.

        The current structure was designed to generally prevent NMFC from being allocated taxable income with respect to unrecognized gains that existed at the time of the IPO in the Predecessor Entities' assets, and rather such amounts would be allocated generally to AIV Holdings. The result is that any distributions made to NMFC's stockholders that are attributable to such gains generally will not be treated as taxable dividends but rather as return of capital.

F-94



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 1. Formation and Business Purpose (Continued)

        The diagram below depicts the Companies' organizational structure as of December 31, 2013.

GRAPHIC


*
Includes partners of New Mountain Guardian Partners, L.P.

**
These common membership units are exchangeable into shares of NMFC common stock on a one-for-one basis.

***
New Mountain Finance SPV Funding, L.L.C. ("NMF SLF").

F-95



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 1. Formation and Business Purpose (Continued)

        The Operating 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. In some cases, the Operating Company's investments may also include equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) niche market dominance.

Note 2. Summary of Significant Accounting Policies

        Basis of accounting—The Companies' financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The Operating Company consolidates its wholly-owned subsidiary, NMF SLF. NMFC and AIV Holdings do not consolidate the Operating Company. NMFC and AIV Holdings apply investment company master- feeder financial statement presentation, as described in Accounting Standards Codification 946, Financial Services—Investment Companies, ("ASC 946") to their interest in the Operating Company. NMFC and AIV Holdings observe that it is industry practice to follow the presentation prescribed for a master fund-feeder fund structure in ASC 946 in instances in which a master fund is owned by more than one feeder fund and that such presentation provides stockholders of NMFC and AIV Holdings with a clearer depiction of their investment in the master fund.

        The Companies' financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for all periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Operating Company's portfolio investments are not consolidated in the financial statements. Prior to the IPO, an affiliate of the Predecessor Entities paid a majority of the management and incentive fees. Historical operating expenses do not reflect the allocation of certain professional fees, administrative and other expenses that have been incurred following the completion of the IPO. Accordingly, the Operating Company's historical operating expenses are not comparable to its operating expenses after the completion of the IPO.

        The Companies' financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements have been included.

        Investments—The Operating Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Operating Company's Consolidated Statements of Assets, Liabilities and Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the

F-96



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

Operating Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Operating Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".

        The Operating Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Operating Company's board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The Operating Company's quarterly valuation procedures are set forth in more detail below:

F-97



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

        For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

        The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Operating Company's investments may fluctuate from period to period and the fluctuations could be material.

        NMFC and AIV Holdings are holding companies with no direct operations of their own, and their sole asset is their ownership in the Operating Company. NMFC's and AIV Holdings' investments in the Operating Company are carried at fair value and represent the respective pro-rata interest in the net assets of the Operating Company as of the applicable reporting date. NMFC and AIV Holdings value their ownership interest on a quarterly basis, or more frequently if required under the 1940 Act.

        See Note 3, Investments, for further discussion relating to investments.

        Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Companies define cash equivalents as securities that are readily convertible into

F-98



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

known amounts of cash and so near maturity that there is insignificant risk of changes in value. Generally, these securities have original maturities of three months or less.

Revenue recognition

        The Operating Company's revenue recognition policies are as follows:

        Sales and paydowns of investments:    Realized gains and losses on investments are determined on the specific identification method.

        Interest income:    Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Operating Company has loans in the portfolio that contain a payment-in- kind ("PIK") provision. PIK represents interest that is accrued and recorded as interest income at the contractual rates, added to the loan principal on the respective capitalization dates, and generally due at maturity.

        Non-accrual income:    Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest is generally reversed when a loan is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.

        Dividend income:    Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

        Other income:    Other income represents delayed compensation, consent or amendment fees, revolver fees and other miscellaneous fees received. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Other income may also include fees from bridge loans. The Operating Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Operating Company for providing such commitments.

        NMFC's and AIV Holdings' revenue recognition policies are as follows:

        Revenue, expenses, and capital gains (losses):    At each quarterly valuation date, the Operating Company's investment income, expenses, net realized gains (losses), and net increase (decrease) in unrealized appreciation (depreciation) are allocated to NMFC and AIV Holdings based on their pro- rata interest in the net assets of the Operating Company. This is recorded on NMFC's and

F-99



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

AIV Holdings' Statements of Operations. Realized gains and losses are recorded upon sales of NMFC's and AIV Holdings' investments in the Operating Company. Net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. is the difference between the net asset value per share and the closing price per share for shares issued as part of the dividend reinvestment plan on the dividend payment date. This net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. includes the unrealized appreciation (depreciation) from the IPO. NMFC used the proceeds from its IPO and Concurrent Private Placement to purchase units in the Operating Company at $13.75 per unit (its IPO price per share). At the IPO date, $13.75 per unit represented a discount to the actual net asset value per unit of the Operating Company. As a result, NMFC experienced immediate unrealized appreciation on its investment. Concurrently, AIV Holdings experienced immediate unrealized depreciation on its investment in the Operating Company equal to the difference between NMFC's IPO price of $13.75 per unit and the actual net asset value per unit.

        All expenses, including those of NMFC and AIV Holdings, are paid and recorded by the Operating Company. Expenses are allocated to NMFC and AIV Holdings based on pro-rata ownership interest. In addition, the Operating Company paid all of the offering costs related to the IPO and subsequent offerings. NMFC and AIV Holdings have recorded their portion of the offering costs as a direct reduction to net assets and the cost of their investment in the Operating Company.

        With respect to the expenses incident to any registration of shares of NMFC's common stock issued in exchange for AIV Holdings' units of the Operating Company, AIV Holdings is directly responsible for the expenses of any demand registration (including underwriters' discounts or commissions) and their pro-rata share of any "piggyback" registration expenses.

        Interest and other credit facility expenses—Interest and other credit facility fees are recorded on an accrual basis by the Operating Company. See Note 7, Borrowing Facilities, for details.

        Deferred credit facility costs—The deferred credit facility costs of the Operating Company consist of capitalized expenses related to the origination and amending of the Operating Company's existing credit facilities. The Operating Company amortizes these costs into expense using the straight-line method over the stated life of the related credit facility. See Note 7, Borrowing Facilities, for details.

        Income taxes—The Operating Company is treated as a partnership for federal income tax purposes and as such is generally not subject to federal or state and local income taxes except with respect to state source income received from underlying investments. The partners are individually responsible for reporting income or loss based on their respective share of the revenues and expenses. The Operating Company files United States ("U.S.") federal, state, and local income tax returns.

        NMFC and AIV Holdings have elected to be treated, and intend to comply with the requirements to qualify annually, as RICs under subchapter M of the Code. As RICs, NMFC and AIV Holdings are not subject to federal income tax on the portion of taxable income and gains timely distributed to stockholders; therefore, no provision for income taxes has been recorded.

F-100



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

        To continue to qualify as RICs, NMFC and AIV Holdings are required to meet certain income and asset diversification tests in addition to distributing at least 90.0% of their respective investment company taxable income, as defined by the Code. Since federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

        Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

        For federal income tax purposes, distributions paid to stockholders of NMFC and AIV Holdings are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

        NMFC and AIV Holdings will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless NMFC and AIV Holdings distribute, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of their respective net ordinary income earned for the calendar year and (2) 98.2% of their respective capital gain net income for the one-year period ending October 31 in the calendar year.

        The Companies have adopted the Income Taxes topic of the Codification ("ASC 740"). ASC 740 provides guidance for income taxes, including how uncertain income tax positions should be recognized, measured, and disclosed in the financial statements. Based on their analyses, the Companies have determined that there were no material uncertain income tax positions through December 31, 2013. The 2011, 2012 and 2013 tax years remain subject to examination by the U.S. federal, state, and local tax authorities.

        Dividends—Distributions to common unit holders of the Operating Company and common stockholders of NMFC and AIV Holdings are recorded on the record date as set by the respective board of directors. In order for NMFC and AIV Holdings to pay a dividend or other distribution to holders of their common stock, it must be accompanied by a prior distribution by the Operating Company to all of its unit holders. The Operating Company intends to make distributions to its unit holders that will be sufficient to enable NMFC and AIV Holdings to pay quarterly distributions to their stockholders and to maintain their status as RICs. NMFC and AIV Holdings intend to distribute approximately all of their portion of the Operating Company's adjusted net investment income (see Note 5, Agreements) on a quarterly basis and substantially all of their portion of the Operating Company's taxable income on an annual basis, except that NMFC may retain certain net capital gains for reinvestment.

        Under certain circumstances, the distributions that the Operating Company makes to its members may not be sufficient for AIV Holdings to satisfy the annual distribution requirement necessary for AIV Holdings to continue to qualify as a RIC. In that case, it is expected that Guardian AIV would consent to be treated as if it received distributions from AIV Holdings sufficient to satisfy the annual distribution requirement. Guardian AIV would be required to include the consent dividend in its

F-101



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

taxable income as a dividend from AIV Holdings, which would result in phantom (i.e., non-cash) taxable income to Guardian AIV. AIV Holdings intends to make quarterly distributions to Guardian AIV, its sole stockholder, out of assets legally available for distribution each quarter.

        The Operating Company and NMFC are required to take certain actions in order to maintain, at all times, a one-to-one ratio between the number of units held by NMFC and the number of shares of NMFC's common stock outstanding. NMFC has adopted a dividend reinvestment plan that provides on behalf of its stockholders for reinvestment of any distributions declared, unless a stockholder elects to receive cash. Cash distributions reinvested in additional shares of NMFC's common stock will be automatically reinvested by NMFC into additional units of the Operating Company. In addition, AIV Holdings does not intend to reinvest any distributions received from the Operating Company in additional units of the Operating Company.

        NMFC applies the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders' accounts is greater than 110.0% of the last determined net asset value of the shares, NMFC will use only newly issued shares to implement its dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of NMFC's common stock on the New York Stock Exchange ("NYSE") on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE or, if no sale is reported for such day, the average of their electronically reported bid and asked prices. If NMFC uses newly issued shares to implement the plan, NMFC will receive, on a one-for-one basis, additional units of the Operating Company in exchange for cash distributions that are reinvested in shares of NMFC's common stock under the dividend reinvestment plan.

        If the price at which newly issued shares are to be credited to stockholders' accounts is less than 110.0% of the last determined net asset value of the shares, NMFC will either issue new shares or instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of NMFC's common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of NMFC's stockholders have been tabulated.

        Foreign securities—The accounting records of the Operating Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Operating Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market

F-102



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 2. Summary of Significant Accounting Policies (Continued)

prices of securities held. Such fluctuations are included with "Net change in unrealized appreciation (depreciation) of investments" and "Net realized gains (losses) on investments" in the Operating Company's Consolidated Statements of Operations.

        Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. This movement is beyond the control of the Operating Company and cannot be predicted.

        Use of estimates—The preparation of the Companies' financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Companies' financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.

        Dividend income recorded related to distributions received from flow- through investments is an accounting estimate based on the most recent estimate of the tax treatment of the distribution. During the quarter ended September 30, 2013, the Operating Company changed an accounting estimate related to the classification of dividend income for a distribution recorded in the prior quarter from one of the Operating Company's warrant investments. Based on tax projections received during the quarter ended September 30, 2013, the Operating Company reduced the warrant cost basis by $466 and corresponding dividend income previously recorded by $1,799, and recorded a realized gain of $1,333 to agree to the tax treatment on the investment. This resulted in a reclass of $360 from incentive fee to capital gains incentive fee. Based on updated tax projections received during the quarter ended December 31, 2013, the Operating Company increased dividend income previously recorded by $224 and reduced the realized gain previously recorded by $224 to agree to the tax treatment on the investment. This resulted in a reclass of $45 from capital gains incentive fee to incentive fee.

Note 3. Investments

        At December 31, 2013 the Operating Company's investments consisted of the following:

 
  Cost   Fair Value  

First lien

  $ 550,534   $ 553,549  

Second lien

    460,078     468,945  

Subordinated

    25,152     26,863  

Equity and other

    58,316     66,294  
           

Total investments

  $ 1,094,080   $ 1,115,651  
           
           

F-103



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 3. Investments (Continued)

 
  Cost   Fair Value  

Software

  $ 243,158   $ 249,174  

Education

    225,214     235,787  

Business Services

    140,797     145,465  

Distribution & Logistics

    120,156     120,247  

Federal Services

    84,965     83,888  

Healthcare Services

    78,295     80,331  

Energy

    69,757     69,255  

Media

    42,808     45,932  

Healthcare Products

    40,285     41,772  

Consumer Services

    14,918     15,628  

Industrial Services

    13,858     14,263  

Healthcare Information Technology

    13,454     7,324  

Information Technology

    6,415     6,585  
           

Total investments

  $ 1,094,080   $ 1,115,651  
           
           

        At December 31, 2012 the Operating Company's investments consisted of the following:

 
  Cost   Fair Value  

First lien

  $ 496,931   $ 493,502  

Second lien

    433,829     441,073  

Subordinated

    43,097     45,148  

Equity and other

    2,386     10,097  
           

Total investments

  $ 976,243   $ 989,820  
           
           

F-104



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 3. Investments (Continued)

 
  Cost   Fair Value  

Software

  $ 241,742   $ 246,696  

Education

    155,047     150,151  

Healthcare Services

    139,370     143,724  

Business Services

    140,426     143,420  

Federal Services

    95,150     95,428  

Distribution & Logistics(1)

    51,320     51,834  

Consumer Services

    41,173     41,625  

Media

    26,582     34,001  

Healthcare Products

    25,659     27,220  

Industrial Services

    13,825     14,105  

Retail

    11,597     12,146  

Healthcare Information Technology

    14,550     10,291  

Energy

    9,852     10,072  

Information Technology

    6,476     6,711  

Power Generation

    3,474     2,396  
           

Total investments

  $ 976,243   $ 989,820  
           
           

(1)
Industries were disclosed separately in previously issued financial statements.

        During the quarter ended December 31, 2013, the Operating Company sold its first lien position in ATI Acquisition Company, resulting in a realized loss of $4,306. Prior to the sale, this investment had a cost basis of $4,306, a zero fair value and total unearned interest income of $611 for the year ended. As of December 31, 2013, the Operating Company's two super priority first lien positions in ATI Acquisition Company remained on non-accrual status due to the inability of the portfolio company to service its interest payment for the year then ended and uncertainty about its ability to pay such amounts in the future. During the third quarter of 2013, the Operating Company received preferred shares and warrants in Ancora Acquisition LLC, in relation to the two super priority first lien positions in ATI Acquisition Company. As of December 31, 2013, the Operating Company's investment in ATI Acquisition Company and Ancora Acquisition LLC had an aggregate cost basis of $1,611, an aggregate fair value of $419 and total unearned interest income of $316 for the year then ended. As of December 31, 2012, the Operating Company's original first lien position in ATI Acquisition Company was put on non-accrual status, with a cost basis of $4,306, a fair value of zero and total unearned interest income of $653 for the year then ended. The Operating Company's two super priority first lien debt investments in ATI Acquisition Company had a combined cost basis of $1,611 and a combined fair value of $752 as of December 31, 2012. During the third quarter of 2012, the Operating Company placed the super priority first lien positions on non-accrual status as well, resulting in total unearned interest income of $310 for the year ended December 31, 2012. As of December 31, 2012, the

F-105



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 3. Investments (Continued)

Operating Company's total investment in ATI Acquisition Company had an aggregate cost basis of $5,917 and an aggregate fair value of $752. As of December 31, 2013 and December 31, 2012, unrealized gains (losses) include a fee that the Operating Company would receive upon maturity of the two super priority first lien debt investments.

        As of December 31, 2013, the Operating Company had unfunded commitments on revolving credit facilities and bridge facilities of $15,500 and $0, respectively. The Operating Company did not have any unfunded commitments in the form of a delayed draw or other future funding commitments as of December 31, 2013. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments as of December 31, 2013.

        As of December 31, 2012, the Operating Company had unfunded commitments on revolving credit facilities and bridge facilities of $10,500 and $0, respectively. The Operating Company did not have any unfunded commitments in the form of a delayed draw or other future funding commitments as of December 31, 2012. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments as of December 31, 2012.

        Investment risk factors—First and second lien debt that the Operating Company invests in is entirely, or almost entirely, rated below investment grade or may be unrated. These loans are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal and such defaults could reduce the net asset value and income distributions of the Operating Company. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien loans. This illiquidity may make it more difficult to value the debt.

        Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and /or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.

Note 4. Fair Value

        Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

F-106



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

        The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable (Levels I and II) and unobservable (Level III). Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs (Levels II and III) and unobservable inputs (Level III).

        The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period. Reclassifications impacting the fair value hierarchy are reported as transfers in/out of the respective leveling categories as of the beginning of the quarter in which the reclassifications occur.

F-107



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

        The following table summarizes the levels in the fair value hierarchy that the Operating Company's portfolio investments fall into as of December 31, 2013:

 
  Total   Level I   Level II   Level III  

First lien

  $ 553,549   $   $ 525,138   $ 28,411  

Second lien

    468,945         413,407     55,538  

Subordinated

    26,863         21,692     5,171  

Equity and other

    66,294     1,694         64,600  
                   

Total investments

  $ 1,115,651   $ 1,694   $ 960,237   $ 153,720  
                   
                   

        The following table summarizes the levels in the fair value hierarchy that the Operating Company's portfolio investments fall into as of December 31, 2012:

 
  Total   Level I   Level II   Level III  

First lien

  $ 493,502   $   $ 450,617   $ 42,885  

Second lien

    441,073         397,818     43,255  

Subordinated

    45,148         22,257     22,891  

Equity and other

    10,097             10,097  
                   

Total investments

  $ 989,820   $   $ 870,692   $ 119,128  
                   
                   

        The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2013, as well as the portion of appreciation (depreciation) included in

F-108



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Operating Company at December 31, 2013:

 
  Total   First Lien   Second Lien   Subordinated   Equity and
other(3)
 

Fair value, December 31, 2012

  $ 119,128   $ 42,885   $ 43,255   $ 22,891   $ 10,097  

Total gains or losses included in earnings:

                               

Net realized (losses) gains on investments

    (1,623 )   (3,986 )   380     380     1,603  

Net change in unrealized appreciation (depreciation)

    5,251     4,319     843     506     (417 )

Purchases, including capitalized PIK and revolver fundings

    120,147     28,874     31,060     2,620     57,593  

Proceeds from sales and paydowns of investments

    (85,910 )   (41,417 )   (20,000 )   (21,226 )   (3,267 )

Transfers into Level III

    6,574     6,574 (1)            

Transfers out of Level III

    (9,847 )   (8,838) (1)           (1,009) (2)
                       

Fair value, December 31, 2013

  $ 153,720   $ 28,411   $ 55,538   $ 5,171   $ 64,600  
                       
                       

Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Operating Company at the end of the period:

  $ 821   $ (333 ) $ 722   $ 409   $ 23  
                       

(1)
As of December 31, 2013, the portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the quarter in which the reclassifications occurred.

(2)
As of December 31, 2013, the portfolio investments were transferred out of Level III into Level I at fair value as of the beginning of the quarter in which the reclassifications occurred.

(3)
During the year ended December 31, 2013, the Operating Company received dividends of $5,049 from its equity and other investments, which were recorded as dividend income. Estimates related to the tax characterization of these distributions were provided as of December 31, 2013.

        The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2012, as well as the portion of appreciation (depreciation) included in

F-109



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Operating Company at December 31, 2012:

 
  Total   First Lien   Second Lien   Subordinated   Equity and other  

Fair value, December 31, 2011

  $ 90,967   $ 33,141   $ 48,405   $ 6,571   $ 2,850  

Total gains or losses included in earnings:

                               

Net realized gains (losses) on investments

    4,950     4,927     23          

Net change in unrealized (depreciation) appreciation

    (185 )   (7,918 )   (173 )   (75 )   7,981  

Purchases, including capitalized PIK and revolver fundings

    75,647     49,205     10,020     16,395     27  

Proceeds from sales and paydowns of investments

    (36,555 )   (30,328 )   (5,000 )       (1,227 )

Transfers into Level III(1)

    20,347     19,881             466 (2)

Transfers out of Level III(1)

    (36,043 )   (26,023 )   (10,020 )        
                       

Fair value, December 31, 2012

  $ 119,128   $ 42,885   $ 43,255   $ 22,891   $ 10,097  
                       
                       

Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Operating Company at the end of the period:

  $ 3,689   $ (4,216 ) $ (1 ) $ (75 ) $ 7,981  
                       

(1)
As of December 31, 2012, the portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the quarter in which the reclassifications occurred.

(2)
This Level III transfer relates to the Operating Company's investment in warrants of YP Equity Investors LLC, which was valued with YP Holdings LLC's second lien debt as of June 30, 2012.

        Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the years ended December 31, 2013 and December 31, 2012. Transfers into Level III occurred as quotations obtained through pricing services were not deemed representative of fair value as of the balance sheet date and such assets were internally valued. As quotations obtained through pricing services were substantiated through additional market sources, investments were transferred out of Level III. The Operating Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.

        The Operating Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs.

F-110



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

        Company Performance, Financial Review, and Analysis:    Prior to investment, as part of its due diligence process, the Operating Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Operating Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Operating Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Operating Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Operating Company will consider the pricing indicated by the external event to corroborate the private valuation.

        Market Based Approach:    The Operating Company typically estimates the total enterprise value of each portfolio company by utilizing market value cash flow (EBITDA) multiples of publicly traded comparable companies. The Operating Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The Operating Company generally applies an average of various relevant comparable company EBITDA multiples to the portfolio company's latest twelve month ("LTM") EBITDA or projected EBITDA to calculate portfolio company enterprise value. In applying the market based approach as of December 31, 2013, the Operating Company used the relevant EBITDA ranges set forth in the table below to determine the enterprise value of investments in six of its portfolio companies. The Operating Company believes this was a reasonable range in light of current comparable company trading levels and the specific companies involved.

        Income Based Approach:    The Operating Company also typically uses a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a yield calibration approach, which incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. In

F-111



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 4. Fair Value (Continued)

applying the income based approach as of December 31, 2013, the Operating Company used the discount ranges set forth in the table below to value investments in eight of its portfolio companies.

 
   
   
   
  Range  
Type
  Fair Value   Approach   Unobservable Input   Low   High   Weighted
Average
 

First lien

  $ 28,411   Market approach   EBITDA multiple     7.0x     10.0x     8.5x  

        Income approach   Discount rate     9.2 %   10.2 %   9.7 %

Second lien

    55,538   Market approach   EBITDA multiple     5.0x     7.5x     6.2x  

        Income approach   Discount rate     10.1 %   11.7 %   11.1 %

Subordinated

    5,171   Market approach   EBITDA multiple     7.0x     9.0x     8.0x  

        Income approach   Discount rate     13.0 %   15.0 %   14.0 %

Equity and other

    64,600   Market approach   EBITDA multiple     1.3x     7.5x     4.7x  

        Income approach   Discount rate     8.0 %   20.0 %   13.6 %
                                 

  $ 153,720   Black Scholes analysis   Expected life in years     2.0     4.0     2.6  
                                 
                                 

            Volatility     21.0 %   36.6 %   27.9 %

            Discount rate     0.3 %   3.0 %   0.8 %

        Based on a comparison to similar BDC credit facilities, the terms and conditions of the Holdings Credit Facility and the SLF Credit Facility (as defined in Note 7, Borrowing Facilities) are representative of market. The carrying values of the Holdings Credit Facility and SLF Credit Facility approximate fair value as of December 31, 2013, as both facilities are continually monitored and examined by both the borrower and the lender. Both facilities were amended and restated during the year ended December 31, 2012 to lower the applicable interest rate spread by 0.25% and to increase the maximum amount of revolving borrowings available under the respective facilities. Additionally for the year ended December 31, 2013, the Holdings Credit Facility was amended and restated to further increase the maximum amount of revolving borrowings available. See Note 7, Borrowing Facilities, for details. The fair value of other financial assets and liabilities approximates their carrying value based on the short term nature of these items. The fair value disclosures discussed in this paragraph are considered Level III.

        Fair value risk factors—The Operating Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Operating Company's portfolio companies conduct their operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Operating Company's investments and/or on the fair value of the Operating Company's investments. The Operating Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Operating Company and thus the income of NMFC and AIV Holdings, and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Operating Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.

F-112



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements

        On May 19, 2011, NMFC entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company pursuant to which NMFC was admitted as a member of the Operating Company and agreed to acquire from the Operating Company a number of units of the Operating Company equal to the number of shares of common stock outstanding of NMFC. Additionally on May 19, 2011, in connection with the contribution by Guardian AIV of its units to AIV Holdings, AIV Holdings entered into a joinder agreement with respect to the Limited Liability Company Agreement, as amended and restated, of the Operating Company pursuant to which AIV Holdings was also admitted as a member of the Operating Company.

        The Operating Company entered into an investment advisory and management agreement, as amended and restated (the "Investment Management Agreement") with the Investment Adviser. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Operating Company. For providing these services, the Investment Adviser receives a fee from the Operating Company, consisting of two components—a base management fee and an incentive fee.

        The base management fee is calculated at an annual rate of 1.75% of the Operating Company's gross assets less (i) the borrowings under the SLF Credit Facility (as defined in Note 7, Borrowing Facilities) and (ii) cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of the Operating Company's gross assets, borrowings under the SLF Credit Facility, and cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter.

        The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of the Operating Company's "Pre-Incentive Fee Adjusted Net Investment Income" for the immediately preceding quarter, subject to a "preferred return", or "hurdle", and a "catch-up" feature. "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Operating Company receives from portfolio companies) accrued during the calendar quarter, minus the Operating Company's operating expenses for the quarter (including the base management fee, expenses payable under an administration agreement, as amended and restated (the "Administration Agreement"), with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred membership units (of which there are none as of December 31, 2013), but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Operating Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

        Under GAAP, NMFC's IPO did not step-up the cost basis of the Operating Company's existing investments to fair market value at the IPO date. Since the total value of the Operating Company's

F-113



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

investments at the time of the IPO was greater than the investments' cost basis, a larger amount of amortization of purchase or original issue discount, as well as different amounts in realized gain and unrealized appreciation, may be recognized under GAAP in each period than if the step-up had occurred. This will remain until such predecessor investments are sold or mature in the future. The Operating Company tracks the transferred (or fair market) value of each of its investments as of the time of the IPO and, for purposes of the incentive fee calculation, adjusts Pre- Incentive Fee Net Investment Income to reflect the amortization of purchase or original issue discount on the Operating Company's investments as if each investment was purchased at the date of the IPO, or stepped up to fair market value. This is defined as "Pre-Incentive Fee Adjusted Net Investment Income". The Operating Company also uses the transferred (or fair market) value of each of its investments as of the time of the IPO to adjust capital gains ("Adjusted Realized Capital Gains") or losses ("Adjusted Realized Capital Losses") and unrealized capital appreciation ("Adjusted Unrealized Capital Appreciation") and unrealized capital depreciation ("Adjusted Unrealized Capital Depreciation").

        Pre-Incentive Fee Adjusted Net Investment Income, expressed as a rate of return on the value of the Operating Company's net assets at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 2.0% per quarter (8.0% annualized), subject to a "catch-up" provision measured as of the end of each calendar quarter. The hurdle rate is appropriately pro-rated for any partial periods. The calculation of the Operating Company's incentive fee with respect to the Pre-Incentive Fee Adjusted Net Investment Income for each quarter is as follows:

        The second part will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of the Operating Company's Adjusted Realized Capital Gains, if any, on a cumulative basis from inception through the

F-114



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

end of each calendar year, computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.

        In accordance with GAAP, the Operating Company accrues a hypothetical capital gains incentive fee based upon the cumulative net Adjusted Realized Capital Gains and Adjusted Realized Capital Losses and the cumulative net Adjusted Unrealized Capital Appreciation and Adjusted Unrealized Capital Depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual Adjusted Realized Capital Gains computed net of all Adjusted Realized Capital Losses and Adjusted Unrealized Capital Depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.

        The Operating Company has revised its presentation of incentive fees on the Consolidated Statements of Assets, Liabilities and Members' Capital and the Consolidated Statements of Operations to disclose the two parts of the incentive fee incurred by the Operating Company for net investment income related incentive fees and capital gains related incentive fees.

        The following table summarizes the management fees and incentive fees incurred by the Operating Company for the years ended December 31, 2013, December 31, 2012 and December 31, 2011.

 
  Years ended December 31,  
 
  2013   2012   2011(1)  

Management fee

  $ 14,905   $ 11,109   $ 4,938  

Incentive fee, excluding accrued capital gains incentive fees

    16,502     11,537     3,522  

Accrued capital gains incentive fees(2)

    3,229     4,407      

(1)
For the period from May 19, 2011 (effective date of the Investment Management Agreement) to December 31, 2011.

(2)
As of December 31, 2013, approximately $1,113 of capital gains incentive fees was owed under the Investment Management Agreement, as cumulative net Adjusted Realized Capital Gains exceeded cumulative Adjusted Unrealized Capital Depreciation. As of December 31, 2012 and December 31, 2011, no actual capital gains incentive fee was owed under the Investment Management Agreement, as cumulative net Adjusted Realized Capital Gains did not exceed cumulative Adjusted Unrealized Capital Depreciation. As of December 31, 2013, December 31, 2012 and December 31, 2011, no payments have been made relating to the capital gains incentive fee.

        The Operating Company's Consolidated Statements of Operations below are adjusted as if the step-up in cost basis to fair market value had occurred at the IPO date, May 19, 2011.

F-115



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

        The following Statement of Operations for the year ended December 31, 2013 is adjusted to reflect this step-up to fair market value.

 
  Year ended
December 31,
2013
  Stepped-up
Cost Basis
Adjustments
  Adjusted
year ended
December 31,
2013
 

Investment income

                   

Interest income(1)

  $ 107,027   $ (896 ) $ 106,131  

Dividend income

    5,049         5,049  

Other income

    2,836         2,836  
               

Total investment income

    114,912     (896 )   114,016  
               

Total net expenses pre-incentive fee(2)

    31,504         31,504  
               

Pre-Incentive Fee Net Investment Income

    83,408     (896 )   82,512  
               

Incentive fee(3)

    19,731         19,731  
               

Post-Incentive Fee Net Investment Income

    63,677     (896 )   62,781  
               

Net realized gains (losses) on investments

    7,253 (4)   (3,158 )   4,095  

Net change in unrealized appreciation of investments

    7,994     4,054     12,048  
                 

Net increase in members' capital resulting from operations

  $ 78,924         $ 78,924  
                 
                 

(1)
Includes $3,428 in payment-in-kind interest from investments.

(2)
Includes expense waivers and reimbursements of $3,233.

(3)
For the year ended December 31, 2013, the Operating Company incurred total incentive fees of $19,731, of which $3,229 related to capital gains incentive fees on a hypothetical liquidation basis.

(4)
Includes $1,722 of realized gains on investments resulting from the modification of terms on one debt investment that was accounted for as an extinguishment.

F-116



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

        The following Statement of Operations for the year ended December 31, 2012 is adjusted to reflect this step-up to fair market value.

 
  Year ended
December 31,
2012
  Stepped-up
Cost Basis
Adjustments
  Adjusted
year ended
December 31,
2012
 

Investment income

                   

Interest income

  $ 83,646   $ (3,476 ) $ 80,170  

Dividend income

    812         812  

Other income

    1,328         1,328  
               

Total investment income

    85,786     (3,476 )   82,310  
               

Total expenses pre-incentive fee(1)

    24,625         24,625  
               

Pre-Incentive Fee Net Investment Income

    61,161     (3,476 )   57,685  
               

Incentive fee(2)

    15,944         15,944  
               

Post-Incentive Fee Net Investment Income

    45,217     (3,476 )   41,741  
               

Net realized gains (losses) on investments

    18,851     (6,958 )   11,893  

Net change in unrealized appreciation of investments

    9,928     10,434     20,362  
                 

Net increase in members' capital resulting from operations

  $ 73,996         $ 73,996  
                 
                 

(1)
Includes expense waivers and reimbursements of $2,460.

(2)
For the year ended December 31, 2012, the Operating Company incurred total incentive fees of $15,944, of which $4,407 related to capital gains incentive fees on a hypothetical liquidation basis.

F-117



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

        The following Statement of Operations for the Operating Company for the period May 19, 2011 (effective date of the Investment Management Agreement) to December 31, 2011 is adjusted to reflect this step-up to fair market value.

 
  Period from
May 19, 2011
to
December 31,
2011
  Stepped-up
Cost Basis
Adjustments
  Adjusted
period from
May 19, 2011
to
December 31,
2011
 

Investment income

                   

Interest income

  $ 38,836   $ (2,019 ) $ 36,817  

Other income

    670         670  
               

Total investment income

    39,506     (2,019 )   37,487  
               

Total expenses pre-incentive fee(1)

    11,863         11,863  
               

Pre-Incentive Fee Net Investment Income

    27,643     (2,019 )   25,624  
               

Incentive fee(2)

    3,522         3,522  
               

Post-Incentive Fee Net Investment Income

    24,121     (2,019 )   22,102  
               

Net realized gains (losses) on investments

    3,298     (2,422 )   876  

Net change in unrealized (depreciation) appreciation of investments

    (15,538 )   4,441     (11,097 )
                 

Net increase in members' capital resulting from operations

  $ 11,881         $ 11,881  
                 
                 

(1)
Includes expense waivers and reimbursements of $2,186.

(2)
For the year ended December 31, 2011, the Operating Company had no incentive fees related to capital gains incentive fees on a hypothetical liquidation basis.

        The Companies have entered into an Administration Agreement with the Administrator under which the Administrator provides administrative services. The Administrator performs, or oversees the performance of, the Companies' financial records, prepares reports filed with the Securities and Exchange Commission, generally monitors the payment of the Companies' expenses, and watches the performance of administrative and professional services rendered by others. The Operating Company will reimburse the Administrator for the Companies' allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Companies under the Administration Agreement. Pursuant to the Administration Agreement and further restricted by the Operating Company, expenses payable to the Administrator by the Operating Company as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) have been capped at $3,500 for the time period from April 1, 2012 to March 31, 2013 and capped at $4,250 for the time period from April 1, 2013 to March 31, 2014.

F-118



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

        The Operating Company has revised its presentation of expenses and expense waivers and reimbursements for the years ended December 31, 2012 and December 31, 2011. Expenses were previously presented net of waivers and reimbursements, which had been included parenthetically. The revised presentation shows total gross expenses with a separate reduction for expense waivers and reimbursements.

        The Operating Company incurred the following expenses in excess of the expense cap for the years ended December 31, 2013, December 31, 2012 and December 31, 2011:

 
  Years ended December 31,  
 
  2013   2012   2011  

Professional fees

  $ 1,773   $ 1,070   $ 1,315  

Administrative expenses

    1,460     1,390     871  

Other general and administrative expenses

             
               

Total expense waivers and reimbursements

  $ 3,233   $ 2,460   $ 2,186  
               
               

        As of December 31, 2013 and December 31, 2012, $459 and $534, respectively, of the expense waivers and reimbursements was receivable from an affiliate.

        The Companies, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended, with New Mountain Capital, L.L.C., pursuant to which New Mountain Capital, L.L.C. has agreed to grant the Companies, the Investment Adviser and the Administrator, a non-exclusive, royalty-free license to use the "New Mountain" and the "New Mountain Finance" names. Under the Trademark License Agreement, as amended, subject to certain conditions, the Companies, the Investment Adviser and the Administrator will have a right to use the "New Mountain" and "New Mountain Finance" names, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Operating Company. Other than with respect to this limited license, the Companies, the Investment Adviser and the Administrator will have no legal right to the "New Mountain" or the "New Mountain Finance" names.

        NMFC entered into a Registration Rights Agreement with AIV Holdings, Steven B. Klinsky (the Chairman of the Companies' board of directors), an entity related to Steven B. Klinsky and the Investment Adviser. Subject to several exceptions, AIV Holdings and the Investment Adviser have the right to require NMFC to register for public resale under the Securities Act of 1933, as amended (the "Securities Act of 1933"), all registerable securities that are held by any of them and that they request to be registered. Registerable securities subject to the Registration Rights Agreement are shares of NMFC's common stock issued or issuable in exchange for units and any other shares of NMFC's common stock held by AIV Holdings, the Investment Adviser and any of their transferees. The rights under the Registration Rights Agreement can be conditionally exercised by AIV Holdings or the Investment Adviser, meaning that prior to the effectiveness of the registration statement related to the shares, AIV Holdings or the Investment Adviser can withdraw their request to have the shares registered. AIV Holdings and the Investment Adviser may each assign their rights to any person that

F-119



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 5. Agreements (Continued)

acquires registerable securities subject to the Registration Rights Agreement and who agrees to be bound by the terms of the Registration Rights Agreement. Steven B. Klinsky and a related entity will have the right to "piggyback", or include their own registerable securities in such a registration. Shares held by AIV Holdings and Steven B. Klinsky were registered on a shelf registration statement on Form N-2.

        AIV Holdings and the Investment Adviser may require NMFC to use its reasonable best efforts to register under the Securities Act of 1933 all or any portion of these registerable securities upon a "demand request". The demand registration rights are subject to certain limitations.

        The Registration Rights Agreement includes limited blackout and suspension periods. In addition, AIV Holdings and the Investment Adviser may also require NMFC to file a shelf registration statement on Form N-2 for the resale of their registerable securities if NMFC is eligible to use Form N-2 at that time.

        Holders of registerable securities have "piggyback" registration rights, including AIV Holdings, which means that these holders may include their respective shares in any future registrations of NMFC's equity securities, whether or not that registration relates to a primary offering by NMFC or a secondary offering by or on behalf of any of NMFC's stockholders. AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) have priority over NMFC in any registration that is an underwritten offering.

        AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) will be responsible for the expenses of any demand registration (including underwriters' discounts or commissions) and their pro-rata share of any "piggyback" registration. NMFC has agreed to indemnify AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) with respect to liabilities resulting from untrue statements or omissions in any registration statement filed pursuant to the Registration Rights Agreement, other than untrue statements or omissions resulting from information furnished to NMFC by such parties. AIV Holdings, the Investment Adviser and Steven B. Klinsky (and a related entity) have also agreed to indemnify NMFC with respect to liabilities resulting from untrue statements or omissions furnished by them to NMFC relating to them in any registration statement.

Note 6. Related Parties

        The Companies have entered into a number of business relationships with affiliated or related parties. NMFC and AIV Holdings own all the outstanding units of the Operating Company. As of December 31, 2013, NMFC and AIV Holdings own approximately 94.4% and 5.6%, respectively, of the units of the Operating Company.

        The Operating Company has entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

F-120



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 6. Related Parties (Continued)

        The Companies have entered into an Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges office space for the Companies and provides office equipment and administrative services necessary to conduct their respective day-to-day operations pursuant to the Administration Agreement. The Operating Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to the Companies under the Administration Agreement including rent, the fees and expenses associated with performing administrative, finance and compliance functions, and the compensation of the Companies' chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by the Operating Company, expenses payable to the Administrator by the Operating Company as well as other direct and indirect expenses (excluding interest, other credit facility expenses, trading expenses and management and incentive fees) have been capped at $3,500 for the time period from April 1, 2012 to March 31, 2013 and capped at $4,250 for the time period from April 1, 2013 to March 31, 2014. The expense cap will expire on March 31, 2014. Thereafter, the Administrator may, in its own discretion, submit to the Operating Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Operating Company during any quarterly period. As a result, the amount of expenses for which the Operating Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Operating Company for reimbursement in the future. However, it is expected that the Administrator will continue to support part of the expense burden of the Operating Company in the near future.

        The Companies, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, L.L.C., pursuant to which New Mountain Capital, L.L.C. has agreed to grant the Companies, the Investment Adviser and the Administrator, a non- exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance".

        The Companies have adopted a formal code of ethics that governs the conduct of their respective officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

        The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with the Operating Company' investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Operating Company and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Operating Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the Securities and Exchange Commission and its staff, and consistent with the Investment Adviser's allocation procedures.

F-121



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 6. Related Parties (Continued)

        Concurrently with the IPO, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement.

Note 7. Borrowing Facilities

        Holdings Credit Facility—The Loan and Security Agreement, as amended and restated, dated May 19, 2011 (the "Holdings Credit Facility") among the Operating Company as the Borrower and Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012. The Operating Company became a party to the Holdings Credit Facility upon the IPO of NMFC. The Holdings Credit Facility amends and restates the credit facility of the Predecessor Entities (the "Predecessor Credit Facility").

        The maximum amount of revolving borrowings available under the Holdings Credit Facility is $280,000, as amended on October 28, 2013. As of December 31, 2013, the Operating Company was permitted to borrow up to 45.0% or 25.0% of the purchase price of pledged first lien or non-first lien debt securities, and up to 70.0% and 45.0% of the purchase price of specified first lien debt securities and specified non-first lien debt securities, respectively, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is collateralized by all of the investments of the Operating Company on an investment by investment basis. All fees associated with the origination or upsizing of the Holdings Credit Facility are capitalized on the Operating Company's Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. In addition, the Holdings Credit Facility requires the Operating Company to maintain a minimum asset coverage ratio. However, the covenants are generally not tied to mark to market fluctuations in the prices of the Operating Company's investments, but rather to the performance of the underlying portfolio companies.

        The Holdings Credit Facility bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 2.75% per annum, as amended on May 8, 2012, and charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

F-122



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 7. Borrowing Facilities (Continued)

        The following table summarizes the interest expense and non-usage fees incurred by the Operating Company on the Holdings Credit Facility for the years ended December 31, 2013, December 31, 2012 and December 31, 2011.

 
  Years ended December 31,  
 
  2013   2012   2011  

Interest expense

  $ 5,487   $ 4,172   $ 2,043  

Non-usage fee

  $ 367   $ 281   $ 608  

Weighted average interest rate

    2.9 %   3.1 %   3.2 %

Average debt outstanding

  $ 184,124   $ 133,600   $ 61,561  

        The outstanding balance of Holdings Credit Facility as of December 31, 2013, December 31, 2012 and December 31, 2011 was $221,849, $206,938 and $129,038, respectively, and the Operating Company was not aware of any instances of non-compliance related to the Holdings Credit Facility on such dates.

        SLF Credit Facility—NMF SLF's Loan and Security Agreement, as amended and restated, dated October 27, 2010 (the "SLF Credit Facility") among NMF SLF as the Borrower, the Operating Company as the Collateral Administrator, Wells Fargo Securities, L.L.C. as the Administrative Agent, and Wells Fargo Bank, National Association, as the Collateral Custodian, is structured as a revolving credit facility and matures on October 27, 2016, as amended on May 8, 2012. The maximum amount of revolving borrowings available under the SLF Credit Facility is $215,000, as amended on December 18, 2012. The loan is non-recourse to the Operating Company and secured by all assets owned by the borrower on an investment by investment basis. All fees associated with the origination or upsizing of the SLF Credit Facility are capitalized on the Consolidated Statement of Assets, Liabilities, and Members' Capital and charged against income as other credit facility expenses over the life of the SLF Credit Facility. The SLF Credit Facility contains certain customary affirmative and negative covenants and events of default, including the occurrence of a change in control. The covenants are generally not tied to mark to market fluctuations in the prices of our investments, but rather to the performance of the underlying portfolio companies. Due to an amendment to the SLF Credit Facility on October 27, 2011, NMF SLF is no longer restricted from the purchase or sale of loans with an affiliate. Therefore, specified loans can be moved as collateral between the Holdings Credit Facility and the SLF Credit Facility.

        As of December 31, 2013, the SLF Credit Facility permits borrowings of up to 70.0% of the purchase price of pledged first lien debt securities and up to 25.0% of the purchase price of specified second lien loans, of which, up to 25.0% of the aggregate outstanding loan balance of all pledged debt securities in the SLF Credit Facility is allowed to be derived from second lien loans, subject to approval by Wells Fargo Bank, National Association, as amended on March 11, 2013.

        The SLF Credit Facility bears interest at a rate of LIBOR plus 2.00% per annum for first lien loans and 2.75% for second lien loans, respectively, as amended on March 11, 2013. A non-usage fee is

F-123



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 7. Borrowing Facilities (Continued)

paid, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the credit agreement).

        The following table summarizes the interest expense and non-usage fees incurred by the Operating Company on the SLF Credit Facility for the years ended December 31, 2013, December 31, 2012 and December 31, 2011.

 
  Years ended December 31,  
 
  2013   2012   2011  

Interest expense

  $ 4,891   $ 4,274   $ 3,369  

Non-usage fee

  $ 3   $ 22   $ 94  

Weighted average interest rate

    2.3 %   2.3 %   2.5 %

Average debt outstanding

  $ 214,317   $ 181,395   $ 133,825  

        The outstanding balance as of December 31, 2013, December 31, 2012 and December 31, 2011 was $214,668, $214,262 and $165,928, respectively, and NMF SLF was not aware of any instances of non-compliance related to the SLF Credit Facility on such dates.

        Leverage risk factors—The Operating Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Operating Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Operating Company's unit holders, and therefore NMFC's common stockholders, and the Operating Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Operating Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Operating Company's net asset value. Similarly, leverage may cause a sharper decline in the Operating Company's income than if the Operating Company had not borrowed. Such a decline could negatively affect the Operating Company's ability to make dividend payments to its unit holders. Leverage is generally considered a speculative investment technique. The Operating Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.

Note 8. Regulation

        NMFC and AIV Holdings have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as RICs under Subchapter M of the Code. In order to continue to qualify as RICs, among other things, NMFC and AIV Holdings are required to timely distribute to their stockholders at least 90.0% of investment company taxable income, as defined by the Code, for each year. NMFC and AIV Holdings, among other things, intend to make and continue to make the requisite distributions to their stockholders, which will generally relieve NMFC and AIV Holdings from

F-124



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 8. Regulation (Continued)

U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code). However, under certain circumstances, the distributions that the Operating Company makes to its members may not be sufficient for AIV Holdings to satisfy the annual distribution requirement necessary for AIV Holdings to continue to qualify as a RIC. In that case, it is expected that Guardian AIV would consent to be treated as if it received distributions from AIV Holdings sufficient to satisfy the annual distribution requirement. Guardian AIV would be required to include the consent dividend in its taxable income as dividend from AIV Holdings, which would result in phantom (i.e., non-cash) taxable income to Guardian AIV.

        Additionally as BDCs, the Companies must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions).

Note 9. Commitments and Contingencies

        In the normal course of business, the Companies may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Operating Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. As of December 31, 2013, the Operating Company had unfunded commitments on revolving credit facilities of $15,500, and no outstanding bridge financing commitments or other future funding commitments. The unfunded commitments on revolving credit facilities are disclosed on the Operating Company's Consolidated Schedule of Investments. As of December 31, 2012, the Operating Company had unfunded commitments on revolving credit facilities of $10,500 and no outstanding bridge financing commitments or other future funding commitments, all of which are disclosed on the Operating Company's Consolidated Schedule of Investments.

        The Operating Company also has revolving borrowings available under the Holdings Credit Facility and the SLF Credit Facility as of December 31, 2013. See Note 7, Borrowing Facilities, for details.

        The Operating Company may from time to time enter into financing commitment letters. As of December 31, 2013 and December 31, 2012, the Operating Company did not enter into any commitment letters to purchase debt investments, which could require funding in the future.

Note 10. Distributions

        Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the years ended December 31, 2013, December 31, 2012 and December 31, 2011, NMFC did not have any reclassifications of amounts for book purposes arising from permanent book/tax differences. During the years ended December 31, 2013, December 31, 2012 and December 31, 2011, AIV Holdings had

F-125



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 10. Distributions (Continued)

reclassifications of amounts for book purposes arising from permanent book/tax differences related to return of capital distributions and consent dividends, respectively.

 
  December 31, 2013   December 31, 2012   December 31, 2011  
 
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
 

Undistributed net investment income

  $   $   $   $   $   $  

Distributions in excess of net realized gains

        (21,821 )       (9,707 )       (1,536 )

Additional paid-in-capital

        21,821         9,707         1,536  

        For federal income tax purposes, distributions paid to stockholders of NMFC and AIV Holdings are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The tax character of distributions paid by NMFC and AIV Holdings for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 were estimated to be as follows:

 
  Years ended December 31,  
 
  2013   2012   2011  
 
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
 

Ordinary income(non-qualified)

  $ 44,778   $ 19,972   $ 26,218   $ 40,692   $ 8,944   $ 14,694  

Ordinary income (qualified)

    2,742     716                  

Capital gains

    4,324         501     2,056     256     2,697  

Return of capital

        181,476         48,128          
                           

Total

  $ 51,844   $ 202,164   $ 26,719   $ 90,876   $ 9,200   $ 17,391  

        As of December 31, 2013, the costs of investments for NMFC and AIV Holdings for tax purposes were $642,704 and $68,547, respectively. As of December 31, 2012, the costs of investments for NMFC and AIV Holdings for tax purposes were $343,248 and $245,659, respectively. As of December 31, 2013, NMFC and AIV Holdings had capital loss carryforwards of approximately zero and $15,772, respectively.

        At December 31, 2013, December 31, 2012 and December 31, 2011, the components of distributable earnings on a tax basis differ from the amounts reflected per NMFC's and AIV Holdings' respective Statements of Assets and Liabilities by temporary book/tax differences primarily arising from differences between the tax and book basis of NMFC's and AIV Holdings' respective investment in the Operating Company and undistributed income.

F-126



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 10. Distributions (Continued)

        As of December 31, 2013, December 31, 2012 and December 31, 2011, the components of accumulated earnings / (deficit) on a tax basis were as follows:

 
  Years ended December 31,  
 
  2013   2012   2011  
 
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
  NMFC   AIV
Holdings
 

Accumulated capital gains / (losses)

  $   $ (15,772 ) $   $   $   $  

Other temporary differences

    10,070     (4,982 )   7,942     (5,032 )        

Undistributed ordinary income

    3,856         528         66     1,778  

Unrealized (appreciation) / depreciation

    2,346     (2,830 )   (2,274 )   (10,970 )   823     (886 )
                           

Components of distributable earnings

  $ 16,272   $ (23,584 ) $ 6,196   $ (16,002 ) $ 889   $ 892  

        NMFC and AIV Holdings are subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless NMFC and AIV Holdings distribute, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of their respective net ordinary income earned for the calendar year and (2) 98.2% of their respective capital gain net income for the one-year period ending October 31 in the calendar year. For the year ended December 31, 2012, both NMFC and AIV Holdings had no accrued estimated excise taxes. For the year ended December 31, 2013, NMFC and AIV Holdings accrued estimated excise taxes of $2.3 and zero, respectively.

F-127



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 11. Stockholders' Equity

        The table below illustrates the effect of certain transactions on the capital accounts of NMFC:

 
  Common Stock    
   
   
   
   
 
 
  Paid in Capital
in Excess
of Par
  Undistributed
Net Investment
Income
  Accumulated
Undistributed Net
Realized Gains
  Net Unrealized
Appreciation
(Depreciation)
  Total
Stockholders'
Equity
 
 
  Shares   Par Amount  

Balance at December 31, 2010

      $   $   $   $   $   $  

Issuances of common stock in the IPO(1)

    7,272,727     73     99,927                 100,000  

Issuances of common stock in private placement(2)

    2,172,000     22     29,843                 29,865  

Issuances of common stock to New Mountain Guardian(3)

    1,252,964     12     18,477                 18,489  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (3,998 )               (3,998 )

Dividends declared

                (8,345 )   (855 )       (9,200 )

Net increase in stockholders' equity resulting from operations

                8,345     1,141     845     10,331  
                               

Balance at December 31, 2011

    10,697,691   $ 107   $ 144,249   $   $ 286   $ 845   $ 145,487  

Issuances of common stock

    13,628,560     136     191,561                 191,697  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (323 )               (323 )

Dividends declared

                (19,792 )   (6,927 )       (26,719 )

Net increase in stockholders' equity resulting from operations

                19,792     7,593     4,399     31,784  
                               

Balance at December 31, 2012

    24,326,251   $ 243   $ 335,487   $   $ 952   $ 5,244   $ 341,926  

Issuances of common stock

    20,898,504     209     298,177                 298,386  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (281 )               (281 )

Dividends declared

                (50,521 )   (1,323 )       (51,844 )

Net increase in stockholders' equity resulting from operations

                50,521     5,427     5,972     61,920  
                               

Balance at December 31, 2013

    45,224,755   $ 452   $ 633,383   $   $ 5,056   $ 11,216   $ 650,107  
                               
                               

(1)
On May 19, 2011, NMFC priced its IPO of 7,272,727 shares of common stock at a public offering price of $13.75 per share.

(2)
Concurrently with the closing of the IPO and at the public offering price of $13.75 per share, NMFC sold an additional 2,172,000 shares of its common stock to certain executives and employees of, and other individuals affiliated with, New Mountain Capital in the Concurrent Private Placement.

(3)
On May 19, 2011, NMFC issued 1,252,964 share of common stock to New Mountain Guardian Partners, L.P. for their respective ownership interest in the Predecessor Entities.

F-128



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 11. Stockholders' Equity (Continued)

        The table below illustrates the effect of certain transactions on the capital accounts of AIV Holdings:

 
  Common Stock    
   
   
   
   
 
 
  Paid in Capital
in Excess
of Par
  Undistributed
Net Investment
Income
  Distributions
In Excess of Net
Realized Gains
  Net Unrealized
(Depreciation)
Appreciation
  Total
Stockholder's
Equity
 
 
  Shares   Par Amount  

Balance at December 31, 2010

      $   $   $   $   $   $  

Issuance of common stock to New Mountain Guardian AIV, L.P.(2)

    100     (1)   298,407                 298,407  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (7,559 )               (7,559 )

Dividends declared

                (15,775 )   (1,616 )       (17,391 )

Net increase (decrease) in stockholder's equity resulting from operations

                15,775     2,158     (16,375 )   1,558  

Tax reclassifications related to consent dividends (See Note 10)

            1,536         (1,536 )        
                               

Balance at December 31, 2011

    100   $ (1) $ 292,384   $   $ (994 ) $ (16,375 ) $ 275,015  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (241 )               (241 )

Dividends declared

                (25,426 )   (7,234 )       (32,660 )

Distribution to New Mountain Guardian AIV, L.P. 

            (57,835 )       (381 )       (58,216 )

Net increase in stockholder's equity resulting from operations

                25,426     11,640     7,049     44,115  

Tax reclassifications related to return of capital distributions (See Note 10)

            9,707         (9,707 )        
                               

Balance at December 31, 2012

    100   $ (1) $ 244,015   $   $ (6,676 ) $ (9,326 ) $ 228,013  

Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C. 

            (50 )               (50 )

Dividends declared

                (13,155 )   (141 )       (13,296 )

Distribution to New Mountain Guardian AIV, L.P. 

            (203,793 )       14,925         (188,868 )

Net increase (decrease) in stockholder's equity resulting from operations

                13,155     (13,099 )   12,554     12,610  

Tax reclassifications related to return of capital distributions (See Note 10)

            21,821         (21,821 )        
                               

Balance at December 31, 2013

    100   $ (1) $ 61,993   $   $ (26,812 ) $ 3,228   $ 38,409  
                               
                               

(1)
As of December 31, 2013, December 31, 2012 and December 31, 2011, the par amount of the total common stock was $1.

(2)
On May 19, 2011, AIV Holdings issued 100 shares of common stock to New Mountain Guardian AIV, L.P. for their respective ownership interest in the Predecessor Entities.

F-129



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 12. Earnings Per Share

        The following information sets forth the computation of basic and diluted net increase in NMFC's net assets per share resulting from operations for the year ended December 31, 2013, December 31, 2012 and the period from May 19, 2011 (commencement of operations) to December 31, 2011:

 
   
   
  May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  Years ended December 31,  
 
  2013   2012  

Numerator for basic earnings per share:

  $ 61,920   $ 31,784   $ 10,331  

Denominator for basic weighted average share:

    35,092,722     14,860,838     10,697,691  
               

Basic earnings per share:

  $ 1.76   $ 2.14   $ 0.97  
               

Numerator for diluted earnings per share(a):

  $ 78,924   $ 73,996   $ 11,881  

Denominator for diluted weighted average share(b):

    44,021,920     34,011,738     30,919,629  
               

Diluted earnings per share:

  $ 1.79   $ 2.18   $ 0.38  
               

(a)
Includes the full income at the Operating Company for the period. For the period May 19, 2011 (commencement of operations) to December 31, 2011, NMFC's unrealized appreciation in the Operating Company resulting from the IPO is netted against AIV Holdings' unrealized depreciation in the Operating Company resulting from the IPO.

(b)
Assumes all AIV Holdings units in the Operating Company were exchanged for public shares of NMFC during the years ended December 31, 2013, December 31, 2012 and for the period from May 19, 2011 to December 31, 2011, respectively (see Note 1, Formation and Business Purpose).

F-130



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 13. Financial Highlights

        The following information sets forth the financial highlights for the Operating Company for the respective years ended December 31st.

 
  Years ended December 31,  
 
  2013   2012   2011   2010   2009  

Total return based on net asset value(a)

    13.27 %   16.61 %   10.09 %   26.54 %   76.38 %

Average net assets for the period

  $ 630,156   $ 474,561   $ 361,031   $ 245,951   $ 195,467  

Ratio to average net assets:

                               

Net investment income

    10.10 %   9.53 %   10.67 %   15.23 %   10.44 %

Total expenses (gross)

    8.64 %   9.07 %   5.59 %   1.59 %   0.72 %

Total expenses (net of reimbursable expenses)

    8.13 %   8.55 %   4.99 %   1.59 %   0.72 %

Net assets, end of year

  $ 688,516   $ 569,939   $ 420,502   $ 241,927   $ 239,441  

Average debt outstanding—Holdings Credit Facility

  $ 184,124   $ 133,600   $ 61,561   $ 68,343   $ 65,014  

Average debt outstanding—SLF Credit Facility

  $ 214,317   $ 181,395   $ 133,825   $ 27,672     N/A  

Weighted average common membership units outstanding for the year

    44,021,920     34,011,738     30,919,629 (b)   N/A     N/A  

Asset coverage ratio

    257.73 %   235.31 %   242.56 %   307.43 %   407.98 %

Portfolio turnover

    40.52 %   52.02 %   42.13 %   76.69 %   57.50 %

N/A—Not applicable.

(a)
For the years ended December 31, 2013 and December 31, 2012, total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the respective year. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. For the year ended December 31, 2011, total return is calculated in two parts: (1) from the opening of the first day of the year to NMFC's IPO date, total return is calculated based on net income over weighted average net assets and (2) from NMFC's IPO date to the last day of the year, total return is calculated assuming a purchase at net asset value on NMFC's IPO date and a sale at net asset value on the last day of the year. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. For the years ended December 31, 2010 and December 31, 2009, total return is the ratio of net income compared to capital, adjusted for capital contributions and distributions.

F-131



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 13. Financial Highlights (Continued)

(b)
Weighted average common membership units outstanding presented from May 19, 2011 to December 31, 2011, as the fund became unitized on May 19, 2011, the IPO date.

 
  Years ended
December 31,
  May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  2013   2012  

Per unit data for the Operating Company(a):

                   

Net asset value, January 1, 2013, January 1, 2012 and May 19, 2011(b), respectively

  $ 14.06   $ 13.60   $ 14.08  

Net investment income

    1.45     1.33     0.78  

Net realized and unrealized gains (losses)

    0.35     0.84     (0.40 )

Dividends from net investment income

    (1.48 )   (1.71 )   (0.86 )
               

Net increase (decrease) in net assets resulting from operations

    0.32     0.46     (0.48 )

Net asset value, December 31, 2013, December 31, 2012 and December 31, 2011, respectively

  $ 14.38   $ 14.06   $ 13.60  
               
               

(a)
Per unit data is based on weighted average common membership units outstanding.

(b)
Data presented from May 19, 2011 to December 31, 2011 as the fund became unitized on May 19, 2011, the IPO date.

F-132



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 13. Financial Highlights (Continued)

        The following information sets forth the financial highlights for NMFC for the year ended December 31, 2013, December 31, 2012 and the period May 19, 2011 to December 31, 2011. The ratios to average net assets have been annualized for the period May 19, 2011 to December 31, 2011.

 
   
   
  May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  Years ended December 31,  
 
  2013   2012  

Per share data(a):

                   

Net asset value, January 1, 2013, January 1, 2012 and May 19, 2011(b), respectively

  $ 14.06   $ 13.60   $ 13.50  

Net increase (decrease) in net assets resulting from operations allocated from New Mountain Finance Holdings, L.L.C.:

                   

Net investment income

    1.45     1.33     0.78  

Net realized and unrealized gains (losses)

    0.35     0.84     (0.40 )
               

Total net increase

    1.80     2.17     0.38  

Net change in unrealized appreciation (depreciation) of investment in New Mountain Finance Holdings, L.L.C. 

            0.58  

Dividends declared

    (1.48 )   (1.71 )   (0.86 )
               

Net asset value, December 31, 2013, December 31, 2012 and December 31, 2011, respectively

  $ 14.38   $ 14.06   $ 13.60  
               
               

Per share market value, December 31, 2013, December 31, 2012 and December 31, 2011, respectively

  $ 15.04   $ 14.90   $ 13.41  
               
               

Total return based on market value(c)

    11.62 %   24.84 %   4.16 %

Total return based on net asset value(d)

    13.27 %   16.61 %   2.82 %

Shares outstanding at end of period

    45,224,755     24,326,251     10,697,691  

Average weighted shares outstanding for the period

    35,092,722     14,860,838     10,697,691  

Average net assets for the period

  $ 502,822   $ 196,312   $ 147,766  

Ratio to average net assets(e):

                   

Total expenses allocated from New Mountain Finance Holdings, L.L.C. 

    8.13 %   8.55 %   5.79 %

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    10.10 %   9.53 %   9.08 %

(a)
Per share data is based on the summation of the per share results of operations items over the outstanding shares for the period in which the respective line items were realized or earned.

F-133



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 13. Financial Highlights (Continued)

(b)
Data presented from May 19, 2011 to December 31, 2011 as the fund became unitized on May 19, 2011, the IPO date.

(c)
For the years ended December 31, 2013, December 31, 2012 and for the period May 19, 2011 to December 31, 2011, total return is calculated assuming a purchase of common stock at the opening of the first day of the years ended 2013 and 2012, and assuming a purchase of common stock at IPO, respectively, and a sale on the closing of the last day of the respective year. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under NMFC's dividend reinvestment plan.

(d)
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.

(e)
Ratio to average net assets for the years ended December 31, 2013 and December 31, 2012 is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned.

        The following information sets forth the financial highlights for AIV Holdings for the year ended December 31, 2013, December 31, 2012 and the period May 19, 2011 to December 31, 2011. The ratios to average net assets have been annualized for the period May 19, 2011 to December 31, 2011.

 
  Years ended
December 31,
  May 19, 2011
(commencement of
operations) to
December 31,
2011
 
 
  2013   2012  

Total return based on net asset value(a)

    7.69 %   18.04 %   (5.44 )%

Average net assets for the period

  $ 127,334   $ 270,081   $ 279,323  

Ratio to average net assets(b):

                   

Total expenses allocated from New Mountain Finance Holdings, L.L.C. 

    8.13 %   8.55 %   5.79 %

Net investment income allocated from New Mountain Finance Holdings, L.L.C. 

    10.10 %   9.53 %   9.08 %

(a)
For the years ended December 31, 2013, December 31, 2012 and for the period May 19, 2011 to December 31, 2011, total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.

(b)
Ratio to average net assets for the years ended December 31, 2013 and December 31, 2012 is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned.

F-134



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 14. Selected Quarterly Financial Data (unaudited)

        The below selected quarterly financial data is for the Operating Company.

 
  Investment
Income
  Net Investment
Income
  Total Net
Realized Gains
and Net
Changes in
Unrealized
Appreciation
(Depreciation)
of Investments
  Net Increase
(Decrease) in
Capital
Resulting from
Operations
 
Quarter Ended
  Total   Per
Unit
  Total   Per
Unit
  Total   Per
Unit
  Total   Per
Unit
 

December 31, 2013

  $ 28,645   $ 0.60   $ 15,848   $ 0.33   $ 3,213   $ 0.07   $ 19,061   $ 0.40  

September 30, 2013

    25,793     0.57     12,659     0.29     7,819     0.17     20,478     0.46  

June 30, 2013

    35,156     0.82     23,543     0.55     (8,719 )   (0.21 )   14,824     0.34  

March 31, 2013

    25,318     0.62     11,627     0.28     12,934     0.32     24,561     0.60  

December 31, 2012

  $ 24,713   $ 0.65   $ 13,522   $ 0.36   $ 3,478   $ 0.09   $ 17,000   $ 0.45  

September 30, 2012

    21,752     0.60     10,136     0.28     12,109     0.34     22,245     0.62  

June 30, 2012

    20,299     0.66     11,646     0.38     (561 )   (0.02 )   11,085     0.36  

March 31, 2012

    19,022     0.62     9,913     0.32     13,754     0.45     23,667     0.77  

December 31, 2011

  $ 17,127   $ 0.55   $ 9,540   $ 0.31   $ 8,317   $ 0.27   $ 17,857   $ 0.58  

September 30, 2011

    15,069     0.49     10,002     0.32     (21,255 )   (0.68 )   (11,253 )   (0.36 )

June 30, 2011

    13,116     0.42     9,554     0.31     (899 )   (0.03 )   8,655     0.28  

March 31, 2011

    11,212     N/A     9,429     N/A     6,990     N/A     16,419     N/A  

December 31, 2010

  $ 9,820     N/A   $ 8,335     N/A   $ 7,978     N/A   $ 16,313     N/A  

September 30, 2010

    13,881     N/A     13,145     N/A     5,560     N/A     18,705     N/A  

June 30, 2010

    8,597     N/A     7,777     N/A     (5,349 )   N/A     2,428     N/A  

March 31, 2010

    9,077     N/A     8,208     N/A     18,138     N/A     26,346     N/A  

December 31, 2009

  $ 7,617     N/A   $ 6,617     N/A   $ 1,617     N/A   $ 8,234     N/A  

September 30, 2009

    6,148     N/A     6,030     N/A     33,709     N/A     39,739     N/A  

June 30, 2009

    5,092     N/A     4,877     N/A     42,562     N/A     47,439     N/A  

March 31, 2009

    2,910     N/A     2,883     N/A     27,385     N/A     30,268     N/A  

N/A—Not applicable, as the Operating Company was not unitized until May 19, 2011.

F-135



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 14. Selected Quarterly Financial Data (unaudited) (Continued)

        The below selected quarterly financial data is for NMFC.

 
  Net Investment
Income
allocated from
the Operating
Company
  Total Net
Realized and
Unrealized
Gains (Losses)
  Net Increase
(Decrease) in
Net Assets
Resulting from
Operations
 
Quarter Ended
  Total   Per
Share
  Total   Per
Share
  Total   Per
Share
 

December 31, 2013

  $ 14,826   $ 0.33   $ 3,119   $ 0.07   $ 17,945   $ 0.40  

September 30, 2013

    10,803     0.29     6,664     0.17     17,467     0.46  

June 30, 2013

    17,674     0.55     (6,682 )   (0.21 )   10,992     0.34  

March 31, 2013

    7,218     0.28     8,298     0.33     15,516     0.61  

December 31, 2012

  $ 7,759   $ 0.36   $ 2,047   $ 0.09   $ 9,806   $ 0.45  

September 30, 2012

    4,574     0.28     5,381     0.34     9,955     0.62  

June 30, 2012

    4,029     0.38     (194 )   (0.02 )   3,835     0.36  

March 31, 2012

    3,430     0.32     4,758     0.45     8,188     0.77  

December 31, 2011

  $ 3,301   $ 0.31   $ 2,877   $ 0.27   $ 6,178   $ 0.58  

September 30, 2011

    3,460     0.32     (7,353 )   (0.68 )   (3,893 )   (0.36 )

June 30, 2011

    1,584     0.15     6,462     0.60     8,046     0.75  

March 31, 2011

    N/A     N/A     N/A     N/A     N/A     N/A  

N/A—Not applicable, as NMFC did not commence operations until May 19, 2011.

F-136



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 14. Selected Quarterly Financial Data (unaudited) (Continued)

        The below selected quarterly financial data is for AIV Holdings.

Quarter Ended
  Net Investment
Income allocated
from the Operating
Company
  Total Net
Realized and
Unrealized
Gains (Losses)
  Net Increase
(Decrease) in
Net Assets
Resulting from
Operations
 

December 31, 2013

  $ 1,022   $ (1,614 ) $ (592 )

September 30, 2013

    1,855     1,156     3,011  

June 30, 2013

    5,869     (3,078 )   2,791  

March 31, 2013

    4,409     2,991     7,400  

December 31, 2012

  $ 5,764   $ 1,431   $ 7,195  

September 30, 2012

    5,562     8,630     14,192  

June 30, 2012

    7,617     (367 )   7,250  

March 31, 2012

    6,483     8,995     15,478  

December 31, 2011

  $ 6,240   $ 5,439   $ 11,679  

September 30, 2011

    6,542     (13,902 )   (7,360 )

June 30, 2011

    2,994     (5,755 )   (2,761 )

March 31, 2011

    N/A     N/A     N/A  

N/A—Not applicable, as AIV Holdings did not commence operations until May 19, 2011.

Note 15. Recent Accounting Standards Updates

        In June 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-08, Financial Services—Investment Companies (Topic 946)—Amendments to the Scope, Measurement and Disclosure Requirements ("ASU 2013-08"), which contains new guidance on assessing whether an entity is an investment company, requiring non-controlling ownership interests in investment companies to be measured at fair value and requiring certain additional disclosures. ASU 2013-08 is effective for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-08 is not expected to have a material impact on the Companies' financial statements.

Note 16. Subsequent Events

        On January 27, 2014, NMFC announced that the U.S. Small Business Administration ("SBA") issued a "green light" letter inviting NMFC to continue its application process to obtain a license to form and operate a Small Business Investment Company ("SBIC") subsidiary. If approved, a SBIC license would provide NMFC with an incremental source of attractive long-term capital.

F-137



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 (Continued)

December 31, 2013

(in thousands, except units/shares and per unit/share data)

Note 16. Subsequent Events (Continued)

        Receipt of a green light letter from the SBA does not assure an applicant that the SBA will ultimately issue an SBIC license, and NMFC has received no assurance or indication from the SBA that it will receive a SBIC license, or of the timeframe in which it would receive a license, should one ultimately be granted.

        On February 3, 2014, NMFC completed an underwritten secondary public offering of 2,325,000 shares of its common stock on behalf of a selling stockholder, AIV Holdings, at a public offering price of $14.70 per share. In connection with the underwritten secondary public offering, the underwriters purchased an additional 346,938 shares of NMFC's common stock from AIV Holdings with the exercise of the overallotment option to purchase up to an additional 346,938 shares of common stock. NMFC did not receive any proceeds from the sale of shares of NMFC's common stock by AIV Holdings. The Operating Company and NMFC did not bear any expenses in connection with this offering. The offering expenses were borne by the selling stockholder, AIV Holdings. As of February 3, 2014, AIV Holdings no longer owns any units of the Operating Company and NMFC owns 100.0% of the outstanding units of the Operating Company. As a result, the Companies' current organizational structure may be collapsed or simplified in the future.

        On March 4, 2014, the Operating Company's board of directors, and subsequently NMFC's board of directors, declared a first quarter 2014 distribution of $0.34 per unit/share payable on March 31, 2014 to holders of record as of March 17, 2014.

F-138



$150,000,000

New Mountain Finance Corporation

Common Stock
Preferred Stock
Subscription Rights
Warrants
Debt Securities



PRELIMINARY PROSPECTUS
                        , 2014





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. ("NMF Holdings"), New Mountain Finance Corporation ("NMFC") and New Mountain Finance AIV Holdings Corporation ("AIV Holdings") are included in Part C of this Registration Statement. NMF Holdings is the sole investment of NMFC and of AIV Holdings.


INDEX TO FINANCIAL STATEMENTS

 
  PAGE  

       
INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2014

 

New Mountain Finance Holdings, L.L.C.

       

Consolidated Statements of Assets, Liabilities and Members' Capital as of March 31, 2014 (unaudited) and December 31, 2013

    F-3  

Consolidated Statements of Operations for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-4  

Consolidated Statements of Changes in Members' Capital for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-5  

Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-6  

Consolidated Schedule of Investments as of March 31, 2014 (unaudited)

    F-7  

Consolidated Schedule of Investments as of December 31, 2013

    F-13  

New Mountain Finance Corporation

       

Statements of Assets and Liabilities as of March 31, 2014 (unaudited) and December 31, 2013

    F-18  

Statements of Operations for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-19  

Statements of Changes in Net Assets for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-20  

Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)

    F-21  

New Mountain Finance AIV Holdings Corporation

       

Statements of Assets and Liabilities as of January 29, 2014 (end of operations) (unaudited) and December 31, 2013

    F-22  

Statements of Operations from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (unaudited)

    F-23  

Statements of Changes in Net Assets from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (unaudited)

    F-24  

Statements of Cash Flows from January 1, 2014 to January 29, 2014 (end of operations) (unaudited) and for the three months ended March 31, 2013 (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-66  

C-1


 
  PAGE  

       
AUDITED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

    F-68  

New Mountain Finance Holdings, L.L.C.

       

Consolidated Statements of Assets, Liabilities and Members' Capital as of December 31, 2013 and December 31, 2012

    F-71  

Consolidated Statements of Operations for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-72  

Consolidated Statements of Changes in Members' Capital for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-73  

Consolidated Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and December 31, 2011

    F-74  

Consolidated Schedule of Investments as of December 31, 2013

    F-75  

Consolidated Schedule of Investments as of December 31, 2012

    F-80  

New Mountain Finance Corporation

       

Statements of Assets and Liabilities as of December 31, 2013 and December 31, 2012

    F-85  

Statements of Operations for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-86  

Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-87  

Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-88  

New Mountain Finance AIV Holdings Corporation

       

Statements of Assets and Liabilities as of December 31, 2013 and December 31, 2012

    F-89  

Statements of Operations for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-90  

Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-91  

Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and from May 19, 2011 (commencement of operations) to December 31, 2011

    F-92  

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-93  

C-2


(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)
        
  (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) Second Amended and Restated Limited Liability Company Agreement of New Mountain Finance Holdings, L.L.C.(21)
        
  (b) (4) 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)
        
  (d) (3) Indenture by and between New Mountain Finance Corporation, as Issuer, and U.S. National Bank Association, as Trustee, dated June 3, 2014(22)
        
  (d) (4) Form of Global Note 5.00% Convertible Senior Note Due 2019 (included as part of Exhibit (d)(3))(22)
        
  (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)
 
   

C-3


  (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)
        
  (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) Thirteenth 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(21)
        
  (f) (15) 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) (16) 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) (17) 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)
 
   

C-4


  (f) (18) 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) (19) 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)
        
  (f) (20) 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) (21) 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) (22) 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) (23) 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) (24) 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) (25) Thirteenth 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(21)
        
  (f) (26) 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) (27) Variable Funding Note of New Mountain Guardian SPV Funding, L.L.C., as the Borrower.(1)
        
  (f) (28) Form of Senior Secured Revolving Credit Agreement, by and between New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agend and Syndication Agent, dated June 4, 2014.(23)
        
  (f) (29) Form of Guarantee and Security Agreement dated June 4, 2014, among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent.(23)
        
  (g)   Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, LLC(21)
        
  (h)   Form of Underwriting Agreement(8)
        
  (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(20)
        
  (k) (1) Amended and Restated Administration Agreement(6)

C-5


        
  (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*
        
  (n) (1) Consent of Sutherland Asbill & Brennan LLP (incorporated by reference to exhibit (l)(1) hereto)*
        
  (n) (2) Consent of Deloitte & Touche LLP
        
  (n) (3) Report of Deloitte & Touche LLP(17)
        
  (n) (4) Awareness Letter of Deloitte & Touche LLP
        
  (n) (5) 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)

*
To be filed by pre-effective amendment

(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.

C-6


(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.

(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.

(20)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on April 11, 2014.

(21)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on May 8, 2014.

(22)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 4, 2014.

(23)
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 10, 2014.

C-7


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

  $ 19,320  

FINRA filing fee

  $ 23,000  

New York Stock Exchange listing fee

  $ 40,000  

Accounting fees and expenses

  $ 170,000  

Legal fees and expenses

  $ 400,000  

Printing and engraving

  $ 185,000  

Miscellaneous fees and expenses

  $ 5,000  
       
       

Total

  $ 842,320  

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

Item 28.    Persons Controlled By Or Under Common Control

        The following list sets forth each of NMFC's subsidiaries, the state under whose laws the subsidiary is organized and the voting securities owned by NMFC, directly or indirectly, in such subsidiary:

New Mountain Finance Holdings, L.L.C. (Delaware)

    100.0 %

New Mountain Finance SPV Funding, L.L.C. (Delaware)

    100.0 %

NMF Ancora Holdings, Inc. (Delaware)

    100.0 %

NMF YP Holdings, Inc. (Delaware)

    100.0 %

New Mountain Finance Servicing, L.L.C. (Delaware)

    100.0 %

New Mountain Finance SBIC G.P., L.L.C. (Delaware)

    100.0 %

New Mountain Finance SBIC, L.P. (Delaware)

    100.0 %

        Each of NMFC's subsidiaries is consolidated with NMFC for financial reporting purposes.

        In addition, we may be deemed to control certain portfolio companies. See "Portfolio Companies" in the prospectus.

Item 29.    Number Of Holders Of Securities

        The following table sets forth the number of record holders of NMFC's common stock as of June 20, 2014.

Title of Class
  Number of
Record Holders
 

Common stock, $0.01 par value

    26  

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.

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        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.

        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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Registrant has 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 Registrant's behalf, may also pay amounts for which the Registrant has 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

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entity affiliated with it are entitled to indemnification from NMFC 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 NMFC.

        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 Registrant 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 Registrant.

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.

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.

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Item 34.    Undertakings

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this 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 24th day of June, 2014.

    NEW MOUNTAIN FINANCE CORPORATION

 

 

By:

 

/s/ ROBERT A. HAMWEE

Robert A. Hamwee
Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert A. Hamwee as true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement (including post-effective amendments, or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as to all intents and purposes as either of them might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed by the following persons on behalf of the Registrant, and in the capacities indicated, on the 24th day of June, 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

/s/ STEVEN B. KLINSKY

Steven B. Klinsky

 

Chairman of the Board of Directors

/s/ ADAM WEINSTEIN

Adam Weinstein

 

Chief Administrative Officer, Executive Vice President and Director

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Signature
 
Title

 

 

 
/s/ ALFRED F. HURLEY JR.

Alfred F. Hurley Jr.
  Director

/s/ DAVID R. MALPASS

David R. Malpass

 

Director

/s/ DAVID OGENS

David Ogens

 

Director

/s/ KURT J. WOLFGRUBER

Kurt J. Wolfgruber

 

Director

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