New Mountain Finance Corporation (NYSE:NMFC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June30, 2017, New Mountain Finance Corporation (the “Company”) entered into a first supplement (the “Supplement”) to its Amended and Restated Note Purchase Agreement dated September30, 2016 (the “Note Purchase Agreement”), to which the Company previously issued $90,000,000 in aggregate principal amount of the Company’s 5.313% Senior Notes due May15, 2021 (the “Prior Notes”). to the Supplement, on June30, 2017, the Company issued to certain institutional investors identified therein, in a private placement, $55,000,000 in aggregate principal amount of 4.760% Series2017A Senior Notes due July15, 2022 (the “Notes”) as an additional series of notes under the Note Purchase Agreement with the same terms as the Prior Notes except as set forth in the Supplement.
The Notes will rank pari passu with the Company’s other unsecured indebtedness, including the Prior Notes. Interest on the Notes will be payable semi-annually in arrears on January15 and July15 of each year, commencing January15, 2018. This interest rate is subject to increase in the event that: (i)subject to certain exceptions, the Notes or the Company cease to have an investment grade rating or (ii)the aggregate amount of the Company’s unsecured debt falls below $150,000,000. In each such event, the Company also has the option to offer to prepay the Notes at par, in which case the holders of the Notes who accept the offer would not receive the increased interest rate. In addition, the Company is obligated to offer to prepay the Notes at par if the Company’s investment adviser, New Mountain Finance Adviser BDC, L.L.C. (the “Investment Adviser”), or an affiliate thereof, ceases to be the Company’s investment adviser or if certain change in control events occur with respect to the Investment Adviser. The Note Purchase Agreement also contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company under the Investment Company Act of 1940, as amended, and a regulated investment company under the Subchapter M of the Internal Revenue Code of 1986, as amended, minimum stockholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The description above is only a summary of the material provisions of the Supplement and is qualified in its entirety by reference to the copy of the Supplement which is filed as Exhibit10.1 to this current report on Form8-K and is incorporated herein by reference thereto.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 1.01 Financial Statements and Exhibits.
(a) Not applicable.
