Item 5. Other Information
Item 5. Other Information
Overall, New Mountain Capital's team now exceeds 175 people vs. 84 people at the time of NMFC's IPO in 2011. New Mountain Capital now has seven Managing Director level team members dedicated to its credit activities vs. one at the time of NMFC’s IPO in 2011. Going forward, Robert A. Hamwee is expected to remain as NMFC's CEO and the most senior Managing Director in the credit area, but with the freedom to allocate half of his time to activities outside of credit and NMFC. As part of his responsibilities, Mr. Hamwee will continue to: (i) serve as the Company’s Chief Executive Officer, (ii) serve as a senior member of the Investment Committee of the Company’s investment adviser, and (iii) be involved in other parts of leadership, which the Company’s board of directors considers core to the Company’s performance. Meanwhile, John Kline will become co-portfolio manager of the Company in addition to already being its President and Chief Operating Officer. Mr. Kline joined New Mountain in 2008 and has been a senior manager within New Mountain Capital's credit effort since its beginning. The Company’s investment adviser believes that its management team, with the overall support of New Mountain Capital’s team, is adequately staffed to support the Company’s Co-Portfolio Managers, Messrs. Hamwee and Kline, in managing the Company’s investment portfolio.
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Item 6. Exhibits
(a) Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:
Exhibit
Number Description
3.1(a) Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(2)
3.1(b) Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(3)
3.2 Amended and Restated Bylaws of New Mountain Finance Corporation(2)
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation New Mountain Finance Corporation(4)
4.1 Form of Stock Certificate of New Mountain Finance Corporation(1)
10.1 Form of Amendment No. 6 to Loan Financing and Servicing Agreement, dated as of March 25, 2021, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C., as the borrower, U.S. Bank National Association, as the collateral Agent and collateral custodian, and Deutsche Bank AG, New York Branch, as the facility agent, an agent and a lender, and the other agents and lenders party thereto( 5 )
10.2 Form of Fifth Amendment to Loan and Security Agreement, dated as of April 20, 2021, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian( 6 )
10.3 Fee Waiver Agreement, dated May 4, 2021, by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, L.L.C.(7)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1 Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2 Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
(1) Previously filed in connection with New Mountain Finance Holdings, L.L.C.’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 quarterly report on Form 10-Q filed on August 11, 2011.
(3) 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.
(4) Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on April 3, 2019.
(5) Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on March 31, 2021.
(6) Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on April 26, 2021.
(7) Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on May 5, 2021.
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 5, 2021.
NEW MOUNTAIN FINANCE CORPORATION
By: /s/ ROBERT A. HAMWEE
Robert A. Hamwee
Chief Executive Officer
(Principal Executive Officer), and Director
By: /s/ SHIRAZ Y. KAJEE
Shiraz Y. Kajee
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.