New Mountain Finance Corporation Announces Pricing of $75 Million of Additional 5.75% Convertible Notes due 2023

NEW YORK–(BUSINESS WIRE)–New Mountain Finance Corporation (the “Company”) (NYSE: NMFC) announced
today the pricing of $75 million in aggregate principal amount of
additional 5.75% unsecured convertible notes due 2023 (the “Notes”). In
addition, the Company has granted the underwriters of the Notes an
option to purchase up to an additional $11.25 million in aggregate
principal amount of the Notes. The closing of the offering is subject to
customary closing conditions and is expected to take place on June 7,
2019. The Notes constitute a further issuance of, rank equally in right
of payment with, and form a single series with the $115 million in
aggregate principal amount of the Notes that the Company issued in
August 2018. The Notes were priced at 100.50% of par value, plus accrued
interest from February 15, 2019.

The Notes will be convertible into shares of the Company’s common stock
based on an initial conversion rate of 65.8762 shares of the Company’s
common stock per $1,000 principal amount of Notes, which is equivalent
to an initial conversion price of approximately $15.18 per share of
common stock, representing a 7.3% conversion premium over the last
reported sale price of the Company’s common stock on June 4, 2019, which
was $14.15 per share. The conversion price for the Notes will not be
reduced for quarterly cash dividends paid to holders of the Company’s
common stock at or below the rate of $0.34 per share, subject to
anti-dilution and other adjustments.

The Notes will mature on August 15, 2023, unless earlier converted,
repurchased, or redeemed in accordance with their terms. Interest on the
Notes will be payable semi-annually in arrears on February 15 and August
15 of each year, commencing on August 15, 2019. The Notes will be
general unsecured obligations of the Company, rank equally in right of
payment with the Company’s existing and future senior unsecured debt,
and rank senior in right of payment to any potential subordinated debt,
should any be issued in the future.

The Company intends to use the net proceeds from the sale of the Notes
to repay outstanding indebtedness under its credit facilities. However,
through re-borrowing under such credit facilities, the Company intends
to make new investments in accordance with its investment objective and
strategies and use available capital for other general corporate
purposes, including working capital requirements. The Notes have no
restrictions related to the type and security of assets in which the
Company might invest.

Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are serving as
joint-lead bookrunners for the offering.

Investors are advised to carefully consider the investment
objectives, risks and charges and expenses of the Company before
investing. The preliminary prospectus supplement, dated June 3, 2019,
and accompanying base prospectus, dated April 29, 2019, each of which
has been filed with the Securities and Exchange Commission, contain a
description of these matters and other important information about the
 Company
and should be read carefully before investing.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any sale
of these securities, in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any state.

A shelf registration statement relating to these securities is on
file with and has been declared effective by the Securities and Exchange
Commission. The offering may be made only by means of a prospectus and a
related prospectus supplement, copies of which may be obtained, when
available, from
Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by
calling (800) 584-6837; or Wells Fargo Securities, LLC, Attention:
Equity Syndicate Department, 375 Park Avenue, New York, NY 10152-4077,
or by calling (800) 326-5897, or by email: 
cmclientsupport@wellsfargo.com.

About New Mountain Finance Corporation

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

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements”,
which relate to future events or our future operations, performance or
financial condition. Forward-looking statements include statements
regarding our intentions related to the offering discussed in this press
release, including the use of proceeds from the offering. These
statements are not guarantees of future performance, condition or
results and involve a number of risks and uncertainties. Actual results
and outcomes may differ materially from those anticipated in the
forward-looking statements as a result of a variety of factors,
including those described from time to time in our filings with the
Securities and Exchange Commission or factors that are beyond our
control. The Company undertakes no obligation to publicly update or
revise any forward-looking statements made herein, unless required to do
so by law. All forward-looking statements speak only as of the time of
this press release.

Contacts

New Mountain Finance Corporation
Shiraz Y. Kajee, Authorized
Representative
NMFCIR@newmountaincapital.com
(212)
220-3505

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