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Watchlist
Account
New Mountain Finance Corporation
NMFC
#7113
Rank
โน65.56 B
Marketcap
๐บ๐ธ
United States
Country
โน694.19
Share price
-0.82%
Change (1 day)
N/A
Change (1 year)
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Cost to borrow
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Total liabilities
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Cash on Hand
Net Assets
Annual Reports (10-K)
New Mountain Finance Corporation
Quarterly Reports (10-Q)
Submitted on 2022-05-09
New Mountain Finance Corporation - 10-Q quarterly report FY
Text size:
Small
Medium
Large
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2022
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission
File Number
Exact name of registrant as specified in its charter, address of principal executive
offices, telephone numbers and states or other jurisdictions of incorporation or organization
I.R.S. Employer
Identification Number
814-00832
New Mountain Finance Corporation
27-2978010
1633 Broadway, 48th Floor
New York, New York 10019
Telephone: (212) 720-0300
State of Incorporation: Delaware
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
NMFC
The NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
ý
No
o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Description
Shares as of May 9, 2022
Common stock, par value $0.01 per share
100,716,928
Table of Contents
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
New Mountain Finance Corporation
Consolidated Statements of Assets and Liabilities as of
March 31
, 202
2
(unaudited) and December 31, 202
1
(unaudited)
3
Consolidated Statements of Operations for the three
months
ended
March 31, 2022
(unaudited) and
March 31, 2021
(unaudited)
4
Consolidated Statements of Changes in Net Assets for the three
months ended
March 31, 2022
(unaudited) and
March 31, 2021
(unaudited)
5
Consolidated Statements of Cash Flows for the
three
months ended
March
31, 2022
(unaudited) and
March 31, 2021
(unaudited)
6
Consolidated Schedule of Investments as of
March 31, 2022
(unaudited)
7
Consolidated Schedule of Investments as of December 31, 20
21
33
Notes to the Consolidated Financial Statements of New Mountain Finance Corporation (unaudited)
57
Report of Independent Registered Public Accounting Firm
100
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
101
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
123
Item 4.
Controls and Procedures
124
PART II. OTHER INFORMATION
125
Item 1.
Legal Proceedings
125
Item 1A.
Risk Factors
125
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
126
Item 3.
Defaults Upon Senior Securities
126
Item 4.
Mine Safety Disclosures
126
Item 5.
Other Information
126
Item 6.
Exhibits
127
Signatures
128
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
New Mountain Finance Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
(unaudited)
March 31, 2022
December 31, 2021
Assets
Investments at fair value
Non-controlled/non-affiliated investments (cost of $2,423,505 and $2,323,224, respectively)
$
2,378,853
$
2,283,779
Non-controlled/affiliated investments (cost of $82,039 and $80,801, respectively)
146,772
134,775
Controlled investments (cost of $714,165 and $722,467, respectively)
731,340
755,810
Total investments at fair value (cost of $3,219,709 and $3,126,492, respectively)
3,256,965
3,174,364
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)
19,401
21,422
Cash and cash equivalents
35,376
58,077
Interest and dividend receivable
34,760
30,868
Other assets
15,341
11,081
Total assets
$
3,361,843
$
3,295,812
Liabilities
Borrowings
Holdings Credit Facility
$
576,263
$
545,263
Unsecured Notes
511,500
511,500
SBA-guaranteed debentures
300,000
300,000
DB Credit Facility
224,300
226,300
Convertible Notes
201,391
201,417
NMFC Credit Facility
131,860
127,192
NMNLC Credit Facility II
15,200
15,200
Deferred financing costs (net of accumulated amortization of $42,405 and $40,713, respectively)
(17,996)
(19,684)
Net borrowings
1,942,518
1,907,188
Management fee payable
20,625
10,164
Incentive fee payable
14,980
7,503
Interest payable
10,201
17,388
Payable for unsettled securities purchased
2,000
7,910
Payable to affiliates
1,234
556
Deferred tax liability
14
13
Other liabilities
2,431
2,478
Total liabilities
1,994,003
1,953,200
Commitments and contingencies (See Note 9)
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, 200,000,000 shares authorized, and 99,498,562 and 97,907,441 shares issued and outstanding, respectively
995
979
Paid in capital in excess of par
1,294,300
1,272,796
Accumulated undistributed earnings
54,073
47,470
Total net assets of New Mountain Finance Corporation
$
1,349,368
$
1,321,245
Non-controlling interest in New Mountain Net Lease Corporation
18,472
21,367
Total net assets
$
1,367,840
$
1,342,612
Total liabilities and net assets
$
3,361,843
$
3,295,812
Number of shares outstanding
99,498,562
97,907,441
Net asset value per share of New Mountain Finance Corporation
$
13.56
$
13.49
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
New Mountain Finance Corporation
Consolidated Statements of Operations
(in thousands, except shares and per share data)
(unaudited)
Three Months Ended
March 31, 2022
March 31, 2021
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income)
$
37,444
$
39,560
PIK interest income
3,302
2,534
Dividend income
48
—
Non-cash dividend income
3,085
2,401
Other income
1,631
2,824
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income)
255
463
PIK interest income
251
—
Non-cash dividend income
982
1,505
Other income
63
102
From controlled investments:
Interest income (excluding PIK interest income)
1,656
1,148
PIK interest income
4,970
3,304
Dividend income
11,645
10,475
Non-cash dividend income
1,012
1,281
Other income
2,619
2,111
Total investment income
68,963
67,708
Expenses
Incentive fee
7,477
7,248
Management fee
11,553
13,420
Interest and other financing expenses
18,637
19,385
Administrative expenses
1,209
1,129
Professional fees
937
726
Other general and administrative expenses
477
442
Total expenses
40,290
42,350
Less: management fee waived (See Note 5)
(1,092)
(3,637)
Less: expenses waived and reimbursed (See Note 5)
(238)
—
Net expenses
38,960
38,713
Net investment income before income taxes
30,003
28,995
Income tax expense
95
1
Net investment income
29,908
28,994
Net realized gains (losses):
Non-controlled/non-affiliated investments
(70)
181
Non-controlled/affiliated investments
—
(12,212)
Controlled investments
19,242
1,535
Foreign currency
345
—
Net change in unrealized (depreciation) appreciation:
Non-controlled/non-affiliated investments
(4,524)
8,271
Non-controlled/affiliated investments
10,759
29,042
Controlled investments
(16,168)
(3,841)
Securities purchased under collateralized agreements to resell
(2,021)
—
Foreign currency
(422)
—
Provision for taxes
(2)
(115)
Net realized and unrealized gains
7,139
22,861
Net increase in net assets resulting from operations
37,047
51,855
Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation
(855)
(365)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation
$
36,192
$
51,490
Basic earnings per share
$
0.37
$
0.53
Weighted average shares of common stock outstanding - basic (See Note 11)
98,413,476
96,827,342
Diluted earnings per share
$
0.34
$
0.49
Weighted average shares of common stock outstanding - diluted (See Note 11)
111,671,062
110,084,927
Distributions declared and paid per share
$
0.30
$
0.30
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
New Mountain Finance Corporation
Consolidated Statements of Changes in Net Assets
(in thousands, except shares and per share data)
(unaudited)
Three Months Ended
March 31, 2022
March 31, 2021
Increase (decrease) in net assets resulting from operations:
Net investment income
$
29,908
$
28,994
Net realized gains (losses) on investments and foreign currency
19,517
(10,496)
Net change in unrealized (depreciation) appreciation of investments and foreign currency
(10,355)
33,472
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
(2,021)
—
Provision for taxes
(2)
(115)
Net increase in net assets resulting from operations
37,047
51,855
Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation ("NMNLC")
(855)
(365)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation
36,192
51,490
Capital transactions
Net proceeds from shares sold
20,474
—
Offering costs
(52)
—
Distributions declared to stockholders from net investment income
(29,589)
(29,048)
Reinvestment of distributions
1,098
—
Total net decrease in net assets resulting from capital transactions
(8,069)
(29,048)
Net increase in net assets
28,123
22,442
New Mountain Finance Corporation net assets at the beginning of the period
1,321,245
1,221,875
New Mountain Finance Corporation net assets at the end of the period
1,349,368
1,244,317
Non-controlling interest in NMNLC
18,472
18,481
Net assets at the end of the period
$
1,367,840
$
1,262,798
Capital share activity
Shares sold
1,511,836
—
Shares issued from the reinvestment of distributions
79,285
—
Net increase in shares outstanding
1,591,121
—
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
New Mountain Finance Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended
March 31, 2022
March 31, 2021
Cash flows from operating activities
Net increase in net assets resulting from operations
$
37,047
$
51,855
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Net realized (gains) losses on investments
(19,172)
10,496
Net realized gains on translation of assets and liabilities in foreign currencies
(345)
—
Net change in unrealized depreciation (appreciation) of investments
9,933
(33,472)
Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies
422
—
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
2,021
—
Amortization of purchase discount
(1,393)
(1,978)
Amortization of deferred financing costs
1,692
2,315
Amortization of premium on Convertible Notes
(26)
(26)
Non-cash investment income
(12,122)
(11,091)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities
(153,863)
(222,985)
Proceeds from sales and paydowns of investments
93,302
197,671
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities
83
36
Cash paid for purchase of drawn portion of revolving credit facilities
(32)
(483)
Cash paid on drawn revolvers
(8,438)
(13,806)
Cash repayments on drawn revolvers
8,419
10,502
Deferred tax asset
—
101
Interest and dividend receivable
(3,892)
(4,516)
Receivable from unsettled securities sold
—
9,019
Receivable from affiliates
—
117
Other assets
(4,268)
(2,094)
Increase (decrease) in operating liabilities:
Management fee payable
10,461
9,783
Incentive fee payable
7,477
7,248
Payable for unsettled securities purchased
(5,910)
36,021
Payable to affiliates
678
671
Interest payable
(7,187)
(5,761)
Deferred tax liability
1
14
Other liabilities
(58)
1,550
Contributions related to non-controlling interest in New Mountain Net Lease Corporation ("NMNLC")
—
3,102
Net cash flows (used in) provided by operating activities
(45,170)
44,289
Cash flows from financing activities
Net proceeds from shares sold
20,474
—
Offering costs paid
(21)
—
Distributions paid
(28,491)
(29,048)
Proceeds from Holdings Credit Facility
55,000
—
Repayment of Holdings Credit Facility
(24,000)
—
Proceeds from Unsecured Notes
—
200,000
Repayment of Unsecured Notes
—
(141,750)
Proceeds from NMFC Credit Facility
61,349
157,000
Repayment of NMFC Credit Facility
(56,000)
(215,500)
Proceeds from DB Credit Facility
20,000
40,000
Repayment of DB Credit Facility
(22,000)
(83,000)
Distributions related to non-controlling interest in NMNLC
(3,750)
—
Deferred financing costs paid
(14)
(3,658)
Net cash flows provided by (used in) by financing activities
22,547
(75,956)
Net decrease in cash and cash equivalents
(22,623)
(31,667)
Effect of foreign exchange rate changes on cash and cash equivalents
(78)
—
Cash and cash equivalents at the beginning of the period
58,077
78,966
Cash and cash equivalents at the end of the period
$
35,376
$
47,299
Supplemental disclosure of cash flow information
Cash interest paid
$
23,703
$
22,245
Income taxes paid
9
1
Non-cash financing activities:
Value of shares reissued from repurchase program in connection with the distribution reinvestment plan
$
1,098
$
—
Accrual for offering costs
42
—
Accrual for deferred financing costs
1
88
The accompanying notes are an integral part of these consolidated financial statements.
6
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
GS Acquisitionco, Inc.
Software
First lien (2)(15)
7.25% (L + 5.75%/S)
8/7/2019
5/22/2026
$
67,793
$
67,552
$
67,793
First lien (5)(15)
7.25% (L + 5.75%/S)
8/7/2019
5/22/2026
21,912
21,839
21,912
First lien (3)(15)(18) - Drawn
7.25% (L + 5.75%/S)
8/7/2019
5/22/2026
5,029
4,998
5,029
94,389
94,734
6.93
%
PhyNet Dermatology LLC
Healthcare Services
First lien (2)(15)
7.00% (L + 5.50% + 0.50% PIK/Q)*
9/17/2018
8/16/2024
49,551
49,331
49,551
First lien (3)(15)
7.00% (L + 5.50% + 0.50% PIK/Q)*
9/17/2018
8/16/2024
18,919
18,812
18,919
68,143
68,470
5.01
%
Associations, Inc.
Consumer Services
First lien (2)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
35,113
34,967
34,937
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
8,644
8,604
8,601
First lien (3)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
8,644
8,602
8,600
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
5,221
5,197
5,195
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
4,153
4,134
4,133
61,504
61,466
4.49
%
iCIMS, Inc.
Software
First lien (8)(15)
7.50% (L + 6.50%/S)
9/12/2018
9/12/2024
41,635
41,431
41,635
First lien (8)(15)
7.50% (L + 6.50%/S)
6/14/2019
9/12/2024
8,667
8,622
8,667
First lien (3)(15)(18) - Drawn
7.50% (L + 6.50%/S)
9/12/2018
9/12/2024
2,915
2,886
2,915
52,939
53,217
3.89
%
Frontline Technologies Group Holdings, LLC
Software
First lien (4)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
21,662
21,616
21,662
First lien (2)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
18,256
18,232
18,256
First lien (2)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
7,536
7,514
7,536
First lien (2)(15)
6.25% (L + 5.25%/Q)
6/15/2021
9/18/2023
5,019
5,019
5,019
52,381
52,473
3.84
%
CentralSquare Technologies, LLC
Software
Second lien (3)
8.51% (L + 7.50%/Q)
8/15/2018
8/31/2026
47,838
47,450
44,370
Second lien (8)
8.51% (L + 7.50%/Q)
8/15/2018
8/31/2026
7,500
7,439
6,956
54,889
51,326
3.75
%
The accompanying notes are an integral part of these consolidated financial statements.
7
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
NM GRC Holdco, LLC
Business Services
First lien (2)(15)
8.50% (L + 6.00% + 1.50% PIK/M)*
2/9/2018
2/9/2024
$
38,609
$
38,542
$
38,609
First lien (2)(15)
8.50% (L + 6.00% + 1.50% PIK/M)*
2/9/2018
2/9/2024
10,731
10,711
10,731
49,253
49,340
3.61
%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services
First lien (8)(15)
6.25% (L + 5.50%/M)
12/22/2021
12/22/2027
20,791
20,591
20,583
First lien (4)(15)
6.25% (L + 5.50%/M)
1/13/2022
12/22/2027
9,871
9,776
9,773
Subordinated (3)(15)
11.50% PIK/Q*
12/22/2021
12/22/2031
11,461
11,298
11,290
Subordinated (4)(15)
11.50% PIK/Q*
1/13/2022
12/22/2031
4,495
4,430
4,427
46,095
46,073
3.37
%
Affinity Dental Management, Inc.
Healthcare Services
First lien (2)(15)
7.03% (L + 6.00%/S)
9/15/2017
9/15/2023
33,194
33,173
33,194
First lien (4)(15)
7.03% (L + 6.00%/S)
9/17/2019
9/15/2023
10,454
10,454
10,454
First lien (3)(15)(18) - Drawn
7.00% (L + 6.00%/S)
9/15/2017
3/15/2023
1,738
1,720
1,738
45,347
45,386
3.32
%
Brave Parent Holdings, Inc.
Software
Second lien (5)(15)
7.96% (L + 7.50%/M)
4/17/2018
4/17/2026
22,500
22,433
22,500
Second lien (2)(15)
7.96% (L + 7.50%/M)
4/17/2018
4/17/2026
16,624
16,524
16,624
Second lien (8)(15)
7.96% (L + 7.50%/M)
4/17/2018
4/17/2026
6,000
5,964
6,000
44,921
45,124
3.30
%
Integro Parent Inc.
Insurance Services
First lien (2)(15)
6.75% (L + 5.75%/S)
10/9/2015
10/31/2022
33,986
33,958
31,349
First lien (3)(15)(18) - Drawn
2.80% (L + 2.50%/S)
6/8/2018
4/30/2022
6,743
6,709
6,219
Second lien (8)(15)
10.25% (L + 9.25%/S)
10/9/2015
10/30/2023
10,000
9,973
6,500
50,640
44,068
3.22
%
Kaseya Inc.
Software
First lien (8)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
5/9/2019
5/2/2025
29,170
29,014
29,170
First lien (8)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
9/8/2021
5/2/2025
7,816
7,757
7,816
First lien (3)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
5/9/2019
5/2/2025
3,414
3,391
3,414
First lien (3)(15)(18) - Drawn
7.50% (L + 5.50% + 1.00% PIK/Q)*
9/8/2021
5/2/2025
1,908
1,893
1,908
42,055
42,308
3.09
%
The accompanying notes are an integral part of these consolidated financial statements.
8
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Deca Dental Holdings LLC
Healthcare Services
First lien (2)(15)
6.76% (L + 5.75%/Q)
8/26/2021
8/28/2028
$
38,148
$
37,793
$
37,766
First lien (3)(15)(18) - Drawn
6.76% (L + 5.75%/Q)
8/26/2021
8/28/2028
4,016
3,977
3,975
41,770
41,741
3.05
%
GC Waves Holdings, Inc.
Financial Services
First lien (5)(15)
6.25% (L + 5.50%/M)
8/13/2021
8/13/2026
22,053
21,943
22,053
First lien (2)(15)
6.25% (L + 5.50%/M)
8/13/2021
8/13/2026
13,311
13,220
13,311
First lien (2)(15)(18) - Drawn
6.28% (L + 5.50%/M)
8/13/2021
8/13/2026
6,301
6,242
6,301
41,405
41,665
3.05
%
Recorded Future, Inc.
Software
First lien (8)(15)
6.26% (L + 5.25%/Q)
8/26/2019
7/3/2025
24,655
24,504
24,532
First lien (8)(15)
6.26% (L + 5.25%/Q)
3/26/2021
7/3/2025
12,748
12,667
12,685
37,171
37,217
2.72
%
Stamps.com Inc.
Software
First lien (8)(15)
6.50% (L + 5.75%/Q)
10/5/2021
10/5/2028
37,273
36,922
36,900
2.70
%
OEC Holdco, LLC (22)
OEConnection LLC
Business Services
Second lien (2)(15)
7.50% (L + 7.00%/M)
12/17/2021
9/25/2027
23,406
23,181
23,171
Second lien (2)(15)
7.50% (L + 7.00%/M)
9/25/2019
9/25/2027
12,044
11,953
11,924
35,134
35,095
2.57
%
MRI Software LLC
Software
First lien (5)(15)
6.51% (L + 5.50%/Q)
1/31/2020
2/10/2026
22,048
21,972
22,048
First lien (2)(15)
6.51% (L + 5.50%/Q)
3/24/2021
2/10/2026
7,785
7,766
7,785
First lien (2)(15)
6.51% (L + 5.50%/Q)
1/31/2020
2/10/2026
3,197
3,186
3,197
First lien (3)(15)
6.51% (L + 5.50%/Q)
1/31/2020
2/10/2026
816
812
816
33,736
33,846
2.47
%
IG Investments Holdings, LLC
Business Services
First lien (2)(15)
7.01% (L + 6.00%/Q)
9/22/2021
9/22/2028
29,355
29,079
29,061
First lien (2)(15)
7.01% (L + 6.00%/Q)
2/25/2022
9/22/2028
4,289
4,268
4,246
First lien (3)(15)(18) - Drawn
8.50% (P + 5.00%/Q)
9/22/2021
9/22/2027
460
455
455
33,802
33,762
2.47
%
The accompanying notes are an integral part of these consolidated financial statements.
9
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software
First lien (2)(15)
6.76% (L + 5.75%/Q)
3/30/2021
8/4/2025
$
17,717
$
17,647
$
17,717
First lien (2)(15)
6.76% (L + 5.75%/Q)
3/4/2021
8/4/2025
9,880
9,841
9,880
First lien (3)(15)
7.26% (L + 6.25%/Q)
12/19/2018
8/4/2025
5,872
5,846
5,907
33,334
33,504
2.45
%
EAB Global, Inc.
Education
Second lien (2)(15)
7.00% (L + 6.50%/S)
8/16/2021
8/16/2029
33,452
32,981
32,951
2.41
%
KAMC Holdings, Inc
Business Services
Second lien (2)(15)
8.47% (L + 8.00%/Q)
8/14/2019
8/13/2027
18,750
18,646
16,279
Second lien (8)(15)
8.47% (L + 8.00%/Q)
8/14/2019
8/13/2027
18,750
18,646
16,279
37,292
32,558
2.38
%
Ansira Holdings, Inc.
Business Services
First lien (8)(15)
7.50% (L + 6.50% PIK/Q)*
12/19/2016
12/20/2024
32,553
32,511
24,599
First lien (3)(15)
7.50% (L + 6.50% PIK/Q)*
12/19/2016
12/20/2024
8,182
8,173
6,182
40,684
30,781
2.25
%
DCA Investment Holding, LLC
Healthcare Services
First lien (2)(15)
6.75% (SOFR + 6.00%/S)
3/12/2021
4/3/2028
19,823
19,696
19,823
First lien (2)(15)
6.75% (SOFR + 6.00%/S)
2/25/2022
4/3/2028
7,099
7,064
7,099
First lien (3)(15)
6.75% (SOFR + 6.00%/S)
3/12/2021
4/3/2028
3,298
3,273
3,298
30,033
30,220
2.21
%
Granicus, Inc.
Software
First lien (4)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
15,483
15,385
15,483
First lien (8)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
5,989
5,949
5,989
First lien (2)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
5,907
5,870
5,907
First lien (3)(15)(18) - Drawn
7.01% (L + 6.00%/Q)
4/23/2021
1/29/2027
2,771
2,746
2,744
29,950
30,123
2.20
%
TigerConnect, Inc.
Healthcare Services
First lien (2)(15)
7.75% (SOFR + 6.75%/Q)
2/16/2022
2/16/2028
29,868
29,574
29,570
2.16
%
Foundational Education Group, Inc.
Education
Second lien (5)
7.00% (L + 6.50%/M)
8/19/2021
8/31/2029
22,500
22,393
22,373
Second lien (2)
7.00% (L + 6.50%/M)
8/19/2021
8/31/2029
7,009
6,985
6,969
29,378
29,342
2.15
%
The accompanying notes are an integral part of these consolidated financial statements.
10
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Syndigo LLC
Software
Second lien (4)(15)
8.75% (L + 8.00%/S)
12/14/2020
12/15/2028
$
22,500
$
22,351
$
22,500
Second lien (2)(15)
8.75% (L + 8.00%/S)
2/16/2022
12/15/2028
5,697
5,711
5,697
28,062
28,197
2.06
%
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare Information Technology
First lien (2)(15)
6.75% (L + 6.00%/M)
12/20/2021
12/20/2028
28,201
27,927
27,918
2.04
%
TMK Hawk Parent, Corp.
Distribution & Logistics
First lien (2)
4.50% (L + 3.50%/M)
6/24/2019
8/28/2024
16,521
15,206
14,125
First lien (8)
4.50% (L + 3.50%/M)
10/23/2019
8/28/2024
15,934
14,332
13,624
29,538
27,749
2.03
%
New Trojan Parent, Inc.
Healthcare Services
Second lien (2)(15)
7.75% (L + 7.25%/M)
1/22/2021
1/5/2029
26,762
26,643
26,762
1.96
%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software
Second lien (5)
7.50% (L + 6.75%/M)
11/14/2019
11/19/2027
22,500
22,407
22,317
Second lien (2)
7.50% (L + 6.75%/M)
11/14/2019
11/19/2027
4,208
4,176
4,174
26,583
26,491
1.94
%
VT Topco, Inc.
Business Services
Second lien (2)(15)
7.76% (L + 6.75%/Q)
7/30/2021
7/31/2026
16,183
16,129
16,183
Second lien (4)(15)
7.76% (L + 6.75%/Q)
8/14/2018
7/31/2026
10,000
9,984
10,000
26,113
26,183
1.91
%
CRCI Longhorn Holdings, Inc.
Business Services
Second lien (3)(15)
7.70% (L + 7.25%/M)
8/2/2018
8/10/2026
18,266
18,223
18,266
Second lien (8)(15)
7.70% (L + 7.25%/M)
8/2/2018
8/10/2026
7,500
7,482
7,500
25,705
25,766
1.88
%
Idera, Inc.
Software
Second lien (4)(15)
7.50% (L + 6.75%/S)
6/27/2019
3/2/2029
22,500
22,220
22,500
Second lien (3)(15)
7.50% (L + 6.75%/S)
4/29/2021
3/2/2029
3,000
2,986
3,000
25,206
25,500
1.86
%
NMC Crimson Holdings, Inc.
Healthcare Services
First lien (8)(15)
6.75% (L + 6.00%/M)
3/1/2021
3/1/2028
19,259
19,006
19,259
First lien (2)(15)
6.75% (L + 6.00%/M)
3/2/2021
3/1/2028
4,913
4,848
4,913
23,854
24,172
1.77
%
Convey Health Solutions, Inc.**
Healthcare Services
First lien (4)(15)
5.50% (L + 4.75%/M)
9/9/2019
9/4/2026
19,263
19,116
19,263
First lien (4)(15)
5.50% (L + 4.75%/M)
2/1/2022
9/4/2026
3,233
3,186
3,233
22,302
22,496
1.64
%
The accompanying notes are an integral part of these consolidated financial statements.
11
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
AmeriVet Partners Management, Inc.
Consumer Services
First lien (2)(15)
6.30% (SOFR + 5.50%/Q)
2/25/2022
2/25/2028
$
22,490
$
22,379
$
22,378
1.64
%
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare Services
First lien (2)(15)
6.51% (L + 5.50%/Q)
8/2/2021
8/2/2028
22,250
22,045
22,028
First lien (3)(15)(18) - Drawn
6.51% (L + 5.50%/Q)
8/2/2021
8/2/2028
59
58
58
22,103
22,086
1.61
%
Cardinal Parent, Inc.
Software
First lien (4)
5.25% (L + 4.50%/Q)
10/30/2020
11/12/2027
12,066
11,990
12,052
Second lien (4)(15)
8.50% (L + 7.75%/Q)
11/12/2020
11/13/2028
9,767
9,682
9,864
21,672
21,916
1.60
%
Spring Education Group, Inc (fka SSH Group Holdings, Inc.)
Education
Second lien (2)
9.26% (L + 8.25%/Q)
7/26/2018
7/30/2026
21,959
21,922
21,337
1.56
%
MED Parentco, LP
Healthcare Services
Second lien (8)
8.71% (L + 8.25%/M)
8/2/2019
8/30/2027
20,857
20,739
20,788
1.52
%
Bullhorn, Inc.
Software
First lien (2)(15)
6.76% (L + 5.75%/Q)
9/24/2019
9/30/2026
16,788
16,702
16,788
First lien (3)(15)
6.76% (L + 5.75%/Q)
10/5/2021
9/30/2026
1,171
1,168
1,171
First lien (2)(15)
6.76% (L + 5.75%/Q)
10/5/2021
9/30/2026
1,073
1,070
1,073
First lien (3)(15)
6.76% (L + 5.75%/Q)
9/24/2019
9/30/2026
777
771
777
First lien (3)(15)
6.76% (L + 5.75%/Q)
9/24/2019
9/30/2026
348
346
348
First lien (3)(15)
6.76% (L + 5.75%/Q)
9/24/2019
9/30/2026
277
276
277
20,333
20,434
1.49
%
YLG Holdings, Inc.
Business Services
First lien (5)(15)
6.25% (L + 5.25%/S)
11/1/2019
10/31/2025
17,999
17,941
17,999
First lien (5)(15)
6.25% (L + 5.25%/S)
11/1/2019
10/31/2025
2,344
2,335
2,344
20,276
20,343
1.49
%
Fortis Solutions Group, LLC
Packaging
First lien (8)(15)
6.51% (L + 5.50%/Q)
10/15/2021
10/13/2028
10,273
10,175
10,170
First lien (2)(15)
6.51% (L + 5.50%/Q)
10/15/2021
10/13/2028
10,273
10,175
10,170
20,350
20,340
1.49
%
DG Investment Intermediate Holdings 2, Inc.
Business Services
Second lien (3)(15)
7.50% (L + 6.75%/M)
3/18/2021
3/30/2029
20,313
20,266
20,313
1.49
%
The accompanying notes are an integral part of these consolidated financial statements.
12
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Infogain Corporation
Software
First lien (2)(15)
6.75% (L + 5.75%/S)
7/30/2021
7/28/2028
$
19,042
$
18,910
$
18,899
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/Q)
7/30/2021
7/30/2026
765
760
760
19,670
19,659
1.44
%
Xactly Corporation
Software
First lien (4)(15)
8.25% (L + 7.25%/S)
7/31/2017
7/31/2023
19,047
19,011
19,047
1.39
%
Bluefin Holding, LLC
Software
Second lien (8)(15)
8.26% (L + 7.75%/Q)
9/6/2019
9/3/2027
18,000
18,000
18,000
1.32
%
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education
First lien (2)(15)
7.25% (L + 5.75% PIK + 0.50%/M) (41)*
9/30/2015
9/30/2026
27,876
27,829
17,554
First lien (3)(15)
15.00% (L + 13.50% PIK + 0.50%/M) (41)*
6/10/2021
9/30/2026
1,527
1,527
—
Subordinated (3)(15)
2.00% (L + 1.00% PIK/Q) (41)*
3/16/2021
9/30/2026
5,230
—
—
29,356
17,554
1.28
%
Trinity Air Consultants Holdings Corporation
Business Services
First lien (2)(15)
6.00% (L + 5.25%/S)
6/30/2021
6/29/2027
15,382
15,244
15,326
First lien (3)(15)(18) - Drawn
6.15% (L + 5.25%/S)
6/30/2021
6/29/2027
1,876
1,857
1,869
17,101
17,195
1.26
%
The Kleinfelder Group, Inc.
Business Services
First lien (4)(15)
6.25% (L + 5.25%/Q)
12/18/2018
11/29/2024
16,664
16,623
16,664
1.22
%
Kele Holdco, Inc.
Distribution & Logistics
First lien (5)(15)
6.75% (L + 5.75%/M)
2/20/2020
2/20/2026
15,909
15,853
15,909
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/M)
2/20/2020
2/20/2026
630
627
630
16,480
16,539
1.21
%
Coyote Buyer, LLC
Specialty Chemicals & Materials
First lien (5)(15)
7.00% (L + 6.00%/S)
3/13/2020
2/6/2026
13,901
13,853
13,901
First lien (5)(15)
9.00% (L + 8.00%/S)
10/15/2020
8/6/2026
2,502
2,482
2,502
16,335
16,403
1.20
%
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software
First lien (8)(15)
7.75% (L + 7.00% PIK/Q)*
11/1/2021
11/1/2028
13,892
13,764
13,753
First lien (8)(15)
7.75% (L + 7.00% PIK/Q)*
3/11/2022
11/1/2028
1,904
1,885
1,885
15,649
15,638
1.14
%
The accompanying notes are an integral part of these consolidated financial statements.
13
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Hill International, Inc.
Business Services
First lien (2)(15)
6.76% (L + 5.75%/Q)
6/21/2017
11/5/2023
$
15,050
$
15,031
$
15,050
1.10
%
CFS Management, LLC
Healthcare Services
First lien (2)(15)
7.25% (SOFR + 6.25%/Q)
8/6/2019
7/1/2024
11,468
11,440
11,468
First lien (3)(15)
7.25% (SOFR + 6.25%/Q)
8/6/2019
7/1/2024
3,416
3,406
3,416
14,846
14,884
1.09
%
Wealth Enhancement Group, LLC
Financial Services
First lien (3)(15)
6.75% (L + 5.75%/S)
1/10/2022
10/4/2027
1,263
1,251
1,263
First lien (3)(15)
6.75% (L + 5.75%/M)
1/10/2022
10/4/2027
847
839
847
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/M)
8/13/2021
10/4/2027
11,821
11,799
11,821
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/M)
8/13/2021
10/4/2027
293
292
293
14,181
14,224
1.04
%
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services
First lien (5)(15)
6.76% (L + 5.75%/Q)
12/20/2021
12/21/2027
10,474
10,373
10,369
First lien (5)(15)
6.71% (L + 5.75%/Q)
12/20/2021
12/21/2027
3,493
3,460
3,459
First lien (3)(15)(18) - Drawn
6.50% (L + 5.75%/Q)
12/20/2021
12/21/2027
357
353
353
14,186
14,181
1.04
%
Galway Borrower LLC
Insurance Services
First lien (2)(15)
6.26% (L + 5.25%/Q)
9/30/2021
9/29/2028
13,652
13,523
13,515
First lien (3)(15)(18) - Drawn
6.26% (L + 5.25%/Q)
9/30/2021
9/29/2028
186
185
185
13,708
13,700
1.00
%
Transcendia Holdings, Inc.
Packaging
Second lien (8)(15)
9.00% (L + 8.00%/M)
6/28/2017
5/30/2025
14,500
14,403
13,447
0.98
%
Alegeus Technologies Holding Corp.
Healthcare Services
First lien (8)(15)
9.25% (L + 8.25%/S)
9/5/2018
9/5/2024
13,444
13,412
13,444
0.98
%
Castle Management Borrower LLC
Business Services
First lien (2)(15)
3.19% (L + 2.19%/Q)
5/31/2018
2/15/2025
14,590
14,563
13,433
0.98
%
The accompanying notes are an integral part of these consolidated financial statements.
14
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Daxko Acquisition Corporation
Software
First lien (8)(15)
6.25% (L + 5.50%/Q)
10/15/2021
10/16/2028
$
13,244
$
13,118
$
13,111
First lien (3)(15)(18) - Drawn
6.25% (L + 5.50%/S)
10/15/2021
10/16/2028
295
292
292
13,410
13,403
0.98
%
FR Arsenal Holdings II Corp.
Business Services
First lien (2)(15)
8.50% (L + 7.50%/S)
9/29/2016
9/8/2022
14,770
14,755
13,201
0.97
%
USRP Holdings, Inc.
Federal Services
First lien (2)(15)
6.50% (L + 5.50%/Q)
7/22/2021
7/23/2027
11,397
11,294
11,283
First lien (3)(15)
6.50% (L + 5.50%/Q)
7/22/2021
7/23/2027
1,484
1,469
1,469
First lien (3)(15)(18) - Drawn
6.51% (L + 5.50%/Q)
7/22/2021
7/23/2027
15
15
15
12,778
12,767
0.93
%
Calabrio, Inc.
Software
First lien (5)(15)
8.01% (L + 7.00%/Q)
4/16/2021
4/16/2027
12,347
12,267
12,267
0.90
%
Apptio, Inc.
Software
First lien (8)(15)
8.25% (L + 7.25%/Q)
1/10/2019
1/10/2025
11,203
11,084
11,203
First lien (3)(15)(18) - Drawn
8.25% (L + 7.25%/Q)
1/10/2019
1/10/2025
827
810
827
11,894
12,030
0.88
%
CHA Holdings, Inc.
Business Services
Second lien (4)(15)
9.76% (L + 8.75%/Q)
4/3/2018
4/10/2026
7,012
6,969
7,012
Second lien (3)(15)
9.76% (L + 8.75%/Q)
4/3/2018
4/10/2026
4,453
4,426
4,453
11,395
11,465
0.84
%
Specialtycare, Inc.
Healthcare Services
First lien (2)(15)
6.75% (L + 5.75%/Q)
6/18/2021
6/18/2028
10,537
10,407
10,411
0.76
%
Vectra Co.
Business Products
Second lien (8)
7.71% (L + 7.25%/M)
2/23/2018
3/8/2026
10,788
10,765
10,393
0.76
%
Notorious Topco, LLC
Consumer Products
First lien (8)(15)
8.00% (L + 6.50%/S)
11/23/2021
11/23/2027
10,127
10,055
10,051
First lien (3)(15)(18) - Drawn
8.00% (L + 6.50%/S)
11/23/2021
5/24/2027
235
233
233
10,288
10,284
0.75
%
Quartz Holding Company
Software
Second lien (3)(15)
8.46% (L + 8.00%/M)
4/2/2019
4/2/2027
10,000
9,860
10,000
0.73
%
Geo Parent Corporation
Business Services
First lien (2)(15)
5.71% (L + 5.25%/M)
12/13/2018
12/19/2025
9,785
9,756
9,785
0.72
%
PPVA Black Elk (Equity) LLC
Business Services
Subordinated (3)(15)
—
5/3/2013
—
14,500
14,500
9,377
0.69
%
The accompanying notes are an integral part of these consolidated financial statements.
15
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
AgKnowledge Holdings Company, Inc.
Business Services
First lien (2)(15)
6.25% (L + 4.75%/S)
11/30/2018
7/21/2023
$
9,142
$
9,128
$
9,142
0.67
%
CG Group Holdings, LLC
Specialty Chemicals & Materials
First lien (2)(15)
6.26% (L + 5.25%/Q)
7/19/2021
7/19/2027
8,281
8,197
8,188
First lien (3)(15)(18) - Drawn
6.25% (L + 5.25%/M)
7/19/2021
7/19/2026
906
895
896
9,092
9,084
0.66
%
Energize Holdco LLC
Business Services
Second lien (2)(15)
7.25% (L + 6.75%/M)
11/19/2021
12/7/2029
7,950
7,911
7,910
0.58
%
KPSKY Acquisition Inc.
Industrial Services
First lien (8)(15)
6.25% (L + 5.50%/M)
10/19/2021
10/19/2028
7,021
6,955
6,951
First lien (3)(15)(18) - Drawn
8.00% (P + 4.50%/Q)
10/19/2021
10/19/2028
401
397
397
7,352
7,348
0.54
%
Community Brands ParentCo, LLC
Software
First lien (2)(15)
6.50% (SOFR + 5.75%/Q)
2/24/2022
2/24/2028
7,217
7,146
7,145
0.52
%
Restaurant Technologies, Inc.
Business Services
Second lien (4)
9.00% (P + 5.50%/M)
9/24/2018
10/1/2026
6,722
6,711
6,722
0.49
%
ADG, LLC
Healthcare Services
Second lien (3)(15)
11.00% (L + 10.00% PIK/Q)*
10/3/2016
3/28/2024
6,772
6,746
6,249
0.46
%
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare Information Technology
First lien (8)(15)
8.25% (L + 7.25%/Q)
5/6/2021
5/6/2027
6,250
6,195
6,188
0.45
%
Safety Borrower Holdings LLC
Information Services
First lien (2)(15)
6.76% (L + 5.75%/Q)
9/1/2021
9/1/2027
5,742
5,716
5,713
First lien (3)(15)(18) - Drawn
8.25% (P + 4.75%/Q)
9/1/2021
9/1/2027
128
127
127
5,843
5,840
0.43
%
Sun Acquirer Corp.
Consumer Services
First lien (2)(15)
6.76% (L + 5.75%/Q)
9/8/2021
9/8/2028
4,015
3,982
3,974
First lien (3)(15)(18) - Drawn
6.76% (L + 5.75%/Q)
9/8/2021
9/8/2028
1,581
1,567
1,566
5,549
5,540
0.41
%
Pye-Barker Fire & Safety, LLC
Business Services
First lien (3)(15)(18) - Drawn
6.46% (L + 5.50%/Q)
11/26/2021
11/26/2027
3,722
3,686
3,722
0.27
%
The accompanying notes are an integral part of these consolidated financial statements.
16
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Education Management Corporation (20)
Education Management II LLC
Education
First lien (2)
13.00% (L + 7.50%/M) (41)
1/5/2015
7/2/2020
$
300
$
292
$
—
First lien (3)
13.00% (L + 7.50%/M) (41)
1/5/2015
7/2/2020
169
165
—
First lien (2)
9.75% (L + 6.50%/Q) (41)
1/5/2015
7/2/2020
206
200
—
First lien (3)
9.75% (L + 6.50%/Q) (41)
1/5/2015
7/2/2020
116
113
—
First lien (2)
11.75% (P + 8.50%/M) (41)
1/5/2015
7/2/2020
140
116
—
First lien (3)
11.75% (P + 8.50%/M) (41)
1/5/2015
7/2/2020
79
65
—
First lien (2)
11.75% (P + 8.50%/M) (41)
1/5/2015
7/2/2020
4
3
—
First lien (3)
11.75% (P + 8.50%/M) (41)
1/5/2015
7/2/2020
2
2
—
956
—
—
%
PPVA Fund, L.P.
Business Services
Collateralized Financing (41)(42)
—
11/7/2014
—
—
—
—
—
%
Total Funded Debt Investments - United States
$
2,138,640
$
2,093,764
153.10
%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology
First lien (2)(15)
6.75% (L + 6.00%/Q)
10/1/2021
9/29/2028
$
35,000
$
34,670
$
34,650
First lien (8)(15)
6.75% (L + 6.00%/Q)
10/1/2021
9/29/2028
24,189
23,961
23,947
58,631
58,597
4.28
%
Total Funded Debt Investments - Netherlands
$
58,631
$
58,597
4.28
%
Funded Debt Investments - Jersey
Tennessee Bidco Limited **
Business Services
First lien (3)(15)(16)
7.97% (SONIA + 7.00%/D)
8/6/2021
8/3/2028
£
12,879
$
17,615
$
16,667
First lien (3)(15)
7.53% (L + 7.00%/S)
8/6/2021
8/3/2028
$
10,184
10,041
10,045
First lien (3)(15)(16)(18) - Drawn
7.97% (SONIA + 7.00%/D)
8/6/2021
8/3/2028
£
4,992
6,563
6,423
First lien (3)(15)(18) - Drawn
7.36% (L + 7.00%/S)
8/6/2021
8/3/2028
$
3,983
3,925
3,928
38,144
37,063
2.71
%
Total Funded Debt Investments - Jersey
$
38,144
$
37,063
2.71
%
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software
Second lien (8)(15)
8.71% (L + 8.25%/M)
10/8/2019
10/8/2027
$
34,459
$
34,249
$
34,459
2.52
%
Total Funded Debt Investments - United Kingdom
$
34,249
$
34,459
2.52
%
The accompanying notes are an integral part of these consolidated financial statements.
17
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Funded Debt Investments - United Arab Emirates
GEMS Menasa (Cayman) Limited**
Education
First lien (8)
6.00% (L + 5.00%/S)
7/30/2019
7/31/2026
$
10,507
$
10,472
$
10,494
0.77
%
Total Funded Debt Investments - United Arab Emirates
$
10,472
$
10,494
0.77
%
Total Funded Debt Investments
$
2,280,136
$
2,234,377
163.38
%
Equity - United States
Dealer Tire Holdings, LLC (30)
Distribution & Logistics
Preferred shares (3)(15)
—
9/13/2021
—
56,271
$
60,360
$
62,234
4.55
%
Symplr Software Intermediate Holdings, Inc. (31)
Healthcare Information Technology
Preferred shares (4)(15)
—
11/30/2018
—
7,500
10,894
11,006
Preferred shares (3)(15)
—
11/30/2018
—
2,586
3,756
3,794
14,650
14,800
1.08
%
ACI Parent Inc. (36)
Healthcare Services
Preferred shares (3)(15)
—
8/2/2021
—
12,500
13,375
13,365
0.98
%
Diamond Parent Holdings Corp. (35)
Diligent Preferred Issuer, Inc.
Software
Preferred shares (3)(15)
—
4/6/2021
—
10,000
10,937
10,924
0.80
%
Project Essential Super Parent, Inc. (34)
Software
Preferred shares (3)(15)
—
4/20/2021
—
10,000
10,879
10,864
0.79
%
OEC Holdco, LLC (22)
Business Services
Preferred shares (12)(15)
—
12/17/2021
—
7,214
7,142
7,142
0.52
%
FS WhiteWater Holdings, LLC (38)
Consumer Services
Ordinary shares (5)(15)
—
12/20/2021
—
50,000
5,000
5,000
0.37
%
HB Wealth Management, LLC (37)
Financial Services
Preferred shares (11)(15)
—
9/30/2021
—
48,303
4,818
4,834
0.35
%
Appriss Health Holdings, Inc. (23)
Appriss Health Intermediate Holdings, Inc.
Healthcare Information Technology
Preferred shares (3)(15)
—
5/6/2021
—
2,333
2,537
2,534
0.19
%
OA Topco, L.P. (40)
Healthcare Information Technology
Ordinary shares (3)(15)
—
12/20/2021
—
2,000,000
2,000
2,000
0.15
%
Pioneer Topco I, L.P. (39)
Software
Ordinary shares (13)(15)
—
11/1/2021
—
199,980
2,000
2,000
0.15
%
Ancora Acquisition LLC
Education
Preferred shares (9)(15)
—
8/12/2013
—
372
83
158
0.01
%
The accompanying notes are an integral part of these consolidated financial statements.
18
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Education Management Corporation (20)
Education
Preferred shares (2)
—
1/5/2015
—
3,331
$
200
$
—
Preferred shares (3)
—
1/5/2015
—
1,879
113
—
Ordinary shares (2)
—
1/5/2015
—
2,994,065
100
—
Ordinary shares (3)
—
1/5/2015
—
1,688,976
56
—
469
—
—
%
AAC Lender Holdings, LLC (33)
Education
Ordinary shares (3)(15)
—
3/16/2021
—
758
—
—
—
%
Total Shares - United States
$
134,250
$
135,855
9.94
%
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education
Preferred shares (3)(15)(29)
—
9/1/2017
—
99,124
$
9,833
$
10,012
0.73
%
Total Shares - Hong Kong
$
9,833
$
10,012
0.73
%
Total Shares
$
144,083
$
145,867
10.67
%
Total Funded Investments
$
2,424,219
$
2,380,244
174.05
%
Unfunded Debt Investments - United States
NMC Crimson Holdings, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
3/1/2021
3/1/2023
$
10,664
$
—
$
—
—
%
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education
First lien (3)(15)(18) - Undrawn
—
1/25/2021
9/30/2026
2,652
—
—
—
%
DCA Investment Holding, LLC
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
3/12/2021
3/10/2023
3,286
—
—
—
%
Wealth Enhancement Group, LLC
Financial Services
First lien (3)(15)(18) - Undrawn
—
8/13/2021
10/4/2027
892
(2)
—
First lien (3)(15)(18) - Undrawn
—
8/13/2021
6/3/2022
7,240
(18)
—
(20)
—
—
%
The accompanying notes are an integral part of these consolidated financial statements.
19
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
AgKnowledge Holdings Company, Inc.
Business Services
First lien (3)(15)(18) - Undrawn
—
11/30/2018
7/21/2023
$
526
$
(3)
$
—
—
%
GS Acquisitionco, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
8/7/2019
5/22/2026
888
(5)
—
—
%
Coyote Buyer, LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
3/13/2020
2/6/2025
1,013
(5)
—
—
%
Kele Holdco, Inc.
Distribution & Logistics
First lien (3)(15)(18) - Undrawn
—
2/20/2020
2/20/2026
1,169
(6)
—
—
%
Pye-Barker Fire & Safety, LLC
Business Services
First lien (3)(15)(18) - Undrawn
—
11/26/2021
11/26/2023
1,474
—
—
First lien (3)(15)(18) - Undrawn
—
11/26/2021
11/26/2024
905
(9)
—
(9)
—
—
%
Bullhorn, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
10/5/2021
11/8/2022
1,221
(3)
—
First lien (3)(15)(18) - Undrawn
—
9/24/2019
9/30/2026
852
(6)
—
(9)
—
—
%
Xactly Corporation
Software
First lien (3)(15)(18) - Undrawn
—
7/31/2017
7/31/2023
992
(10)
—
—
%
MRI Software LLC
Software
First lien (2)(15)(18) - Undrawn
—
3/24/2021
6/30/2022
1,879
—
—
First lien (3)(15)(18) - Undrawn
—
2/11/2022
8/16/2023
7,754
—
—
First lien (3)(15)(18) - Undrawn
—
1/31/2020
2/10/2026
2,002
(10)
—
(10)
—
—
%
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software
First lien (3)(15)(18) - Undrawn
—
3/30/2021
8/4/2025
3,624
(18)
—
—
%
The accompanying notes are an integral part of these consolidated financial statements.
20
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
YLG Holdings, Inc.
Business Services
First lien (5)(15)(18) - Undrawn
—
10/22/2021
10/22/2023
$
2,078
$
—
$
—
First lien (3)(15)(18) - Undrawn
—
11/1/2019
10/31/2025
3,968
(20)
—
(20)
—
—
%
Bluefin Holding, LLC
Software
First lien (3)(15)(18) - Undrawn
—
9/6/2019
9/6/2024
1,515
(23)
—
—
%
Apptio, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
1/10/2019
1/10/2025
1,239
(25)
—
—
%
GC Waves Holdings, Inc.
Financial Services
First lien (2)(15)(18) - Undrawn
—
8/13/2021
8/11/2023
4,319
—
—
First lien (3)(15)(18) - Undrawn
—
10/31/2019
8/13/2026
3,951
(30)
—
(30)
—
—
%
Kaseya Inc.
Software
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2023
1,762
(15)
—
First lien (3)(15)(18) - Undrawn
—
5/9/2019
5/2/2025
2,312
(23)
—
(38)
—
—
%
CG Group Holdings, LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
7/19/2021
7/19/2026
226
(3)
(3)
(0.00) %
KPSKY Acquisition Inc.
Industrial Services
First lien (3)(15)(18) - Undrawn
—
10/19/2021
10/19/2023
403
—
(4)
(0.00) %
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare Information Technology
First lien (3)(15)(18) - Undrawn
—
5/6/2021
5/6/2027
417
(4)
(4)
(0.00) %
Safety Borrower Holdings LLC
Information Services
First lien (3)(15)(18) - Undrawn
—
9/1/2021
9/1/2027
384
(2)
(2)
First lien (3)(15)(18) - Undrawn
—
9/1/2021
9/1/2022
1,279
—
(6)
(2)
(8)
(0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
21
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
USRP Holdings, Inc.
Federal Services
First lien (3)(15)(18) - Undrawn
—
7/22/2021
7/23/2027
$
878
$
(9)
$
(9)
(0.00) %
Calabrio, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
4/16/2021
4/16/2027
1,487
(11)
(10)
(0.00) %
Community Brands ParentCo, LLC
Software
First lien (3)(15)(18) - Undrawn
—
2/24/2022
2/24/2028
425
(4)
(4)
First lien (3)(15)(18) - Undrawn
—
2/24/2022
2/26/2024
849
—
(8)
(4)
(12)
(0.00) %
Recorded Future, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
8/26/2019
7/3/2025
2,981
(20)
(15)
(0.00) %
Notorious Topco, LLC
Consumer Products
First lien (3)(15)(18) - Undrawn
—
11/23/2021
5/24/2027
645
(5)
(5)
First lien (3)(15)(18) - Undrawn
—
11/23/2021
11/23/2023
1,467
—
(11)
(5)
(16)
(0.00) %
Trinity Air Consultants Holdings Corporation
Business Services
First lien (3)(15)(18) - Undrawn
—
6/30/2021
6/29/2027
1,501
(15)
(5)
First lien (3)(15)(18) - Undrawn
—
6/30/2021
6/29/2023
3,377
—
(12)
(15)
(17)
(0.00) %
Associations, Inc.
Consumer Services
First lien (3)(15)(18) - Undrawn
—
7/2/2021
7/2/2027
3,543
(18)
(18)
(0.00) %
Specialtycare, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
6/18/2021
6/18/2026
559
(8)
(7)
First lien (3)(15)(18) - Undrawn
—
6/18/2021
6/18/2023
946
(3)
(11)
(11)
(18)
(0.00) %
Granicus, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
1/27/2021
1/29/2027
2,414
(18)
—
First lien (3)(15)(18) - Undrawn
—
4/23/2021
4/21/2023
1,822
—
(18)
(18)
(18)
(0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
22
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
IG Investments Holdings, LLC
Business Services
First lien (3)(15)(18) - Undrawn
—
9/22/2021
9/22/2027
$
1,838
$
(18)
$
(18)
(0.00) %
Sun Acquirer Corp.
Consumer Services
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2027
559
(5)
(6)
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2023
1,378
(10)
(14)
(15)
(20)
(0.00) %
Infogain Corporation
Software
First lien (3)(15)(18) - Undrawn
—
7/30/2021
7/30/2026
3,062
(23)
(23)
(0.00) %
Daxko Acquisition Corporation
Software
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/15/2027
986
(10)
(10)
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/16/2023
1,343
—
(13)
(10)
(23)
(0.00) %
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software
First lien (3)(15)(18) - Undrawn
—
11/1/2021
11/1/2027
2,446
(24)
(24)
(0.00) %
Galway Borrower LLC
Insurance Services
First lien (3)(15)(18) - Undrawn
—
9/30/2021
9/30/2027
984
(10)
(10)
First lien (3)(15)(18) - Undrawn
—
9/30/2021
9/29/2023
1,879
—
(19)
(10)
(29)
(0.00) %
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare Information Technology
First lien (3)(15)(18) - Undrawn
—
12/20/2021
12/20/2028
3,600
(36)
(36)
(0.00) %
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services
First lien (3)(15)(18) - Undrawn
—
12/20/2021
12/21/2027
1,043
(10)
(10)
First lien (5)(15)(18) - Undrawn
—
12/20/2021
12/21/2023
3,500
—
(35)
(10)
(45)
(0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
23
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
TigerConnect, Inc.
Healthcare Services
First lien (2)(15)(18) - Undrawn
—
2/16/2022
2/16/2023
$
1,232
$
—
$
(12)
First lien (3)(15)(18) - Undrawn
—
2/16/2022
2/16/2028
4,267
(43)
(43)
(43)
(55)
(0.00) %
AmeriVet Partners Management, Inc.
Consumer Services
First lien (3)(15)(18) - Undrawn
—
2/25/2022
2/25/2028
1,969
(10)
(10)
First lien (3)(15)(18) - Undrawn
—
2/25/2022
2/25/2024
15,755
—
(79)
(10)
(89)
(0.01)
%
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
8/2/2021
8/2/2027
2,354
(24)
(24)
First lien (3)(15)(18) - Undrawn
—
8/2/2021
8/2/2023
8,180
—
(82)
(24)
(106)
(0.01)
%
Fortis Solutions Group, LLC
Packaging
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/15/2027
2,861
(29)
(29)
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/13/2023
8,343
—
(83)
(29)
(112)
(0.01)
%
Deca Dental Holdings LLC
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
8/26/2021
8/26/2027
3,027
(30)
(30)
First lien (3)(15)(18) - Undrawn
—
8/26/2021
8/28/2023
9,080
—
(91)
(30)
(121)
(0.01)
%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services
First lien (3)(15)(18) - Undrawn
—
12/22/2021
12/22/2027
3,659
(37)
(37)
First lien (4)(15)(18) - Undrawn
—
1/13/2022
12/22/2023
8,247
—
(82)
First lien (3)(15)(18) - Undrawn
—
12/22/2021
12/22/2023
25,420
—
(254)
(37)
(373)
(0.03)
%
Total Unfunded Debt Investments - United States
$
(670)
$
(1,226)
(0.07)
%
The accompanying notes are an integral part of these consolidated financial statements.
24
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Unfunded Debt Investments - Jersey
Tennessee Bidco Limited **
Business Services
First lien (3)(15)(16)(18) - Undrawn
—
8/6/2021
7/9/2023
£
8,091
$
—
$
(121)
(0.01)
%
Total Unfunded Debt Investments - Jersey
$
—
$
(121)
(0.01)
%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology
First lien (3)(15)(18) - Undrawn
—
10/1/2021
10/1/2027
$
4,439
$
(44)
$
(44)
(0.00) %
Total Unfunded Debt Investments - Netherlands
$
(44)
$
(44)
(0.00) %
Total Unfunded Debt Investments
$
(714)
$
(1,391)
(0.08)
%
Total Non-Controlled/Non-Affiliated Investments
$
2,423,505
$
2,378,853
173.97
%
Non-Controlled/Affiliated Investments (43)
Funded Debt Investments - United States
TVG-Edmentum Holdings, LLC (24)
Edmentum Ultimate Holdings, LLC
Education
Subordinated (3)(15)
13.00% (6.50% + 6.50%/PIK)*
12/11/2020
1/26/2027
$
15,684
$
15,558
$
15,684
1.15
%
Sierra Hamilton Holdings Corporation
Energy
Second lien (3)(15)
15.00% PIK/Q(41)*
9/12/2019
9/12/2023
5
5
—
—
%
Permian Holdco 3, Inc.
Permian Trust
Energy
First lien (10)(15)
10.00% PIK/Q (41)*
3/30/2021
—
247
—
—
First lien (3)(15)
11.00% (L + 10.00% PIK/M) (41)*
7/23/2020
—
3,409
—
—
—
—
—
%
Total Funded Debt Investments - United States
$
15,563
$
15,684
1.15
%
Equity - United States
TVG-Edmentum Holdings, LLC (24)
Education
Ordinary shares (3)(15)
—
12/11/2020
—
48,899
$
53,693
$
127,088
9.29
%
Sierra Hamilton Holdings Corporation
Energy
Ordinary shares (2)(15)
—
7/31/2017
—
25,000,000
11,501
3,599
Ordinary shares (3)(15)
—
7/31/2017
—
2,786,000
1,282
401
12,783
4,000
0.29
%
Total Shares - United States
$
66,476
$
131,088
9.58
%
Total Non-Controlled/Affiliated Investments
$
82,039
$
146,772
10.73
%
The accompanying notes are an integral part of these consolidated financial statements.
25
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Controlled Investments (44)
Funded Debt Investments - United States
New Benevis Topco, LLC (32)
New Benevis Holdco, Inc.
Healthcare Services
First lien (2)(15)
10.51% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
$
33,713
$
33,713
$
33,713
First lien (8)(15)
10.51% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
8,271
8,271
8,271
First lien (3)(15)
10.51% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
4,061
4,061
4,061
Subordinated (3)(15)
12.00% PIK/M*
10/6/2020
10/6/2025
17,058
14,865
14,089
60,910
60,134
4.40
%
Haven Midstream Holdings LLC (21)
Haven Midstream LLC
Specialty Chemicals & Materials
First lien (3)(15)
14.00% PIK/Q*
12/17/2021
10/30/2026
32,730
19,928
23,921
First lien (3)(15)
10.50% (L + 8.50%/Q)
12/17/2021
10/30/2026
16,000
16,000
16,000
35,928
39,921
2.92
%
UniTek Global Services, Inc.
Business Services
First lien (2)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
12,675
12,675
12,675
First lien (3)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
3/16/2020
8/20/2024
9,384
8,709
9,384
First lien (2)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
2,535
2,535
2,535
First lien (3)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
1,359
1,225
1,359
Second lien (3)(15)
15.00% PIK/Q*
12/16/2020
2/20/2025
10,344
10,344
10,344
35,488
36,297
2.65
%
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy
First lien (3)(15)
18.00% PIK/M*
10/30/2020
12/31/2024
19,036
19,036
19,036
First lien (3)(15)(18) - Drawn
10.00% (L + 9.00% PIK/M)*
10/30/2020
12/31/2024
5,690
5,690
5,690
24,726
24,726
1.81
%
NHME Holdings Corp. (28)
National HME, Inc.
Healthcare Services
Second lien (3)(15)
12.00% PIK/Q*
11/27/2018
5/27/2024
21,647
19,638
2,290
Second lien (3)(15)
12.00% PIK/Q*
11/27/2018
5/27/2024
15,602
15,123
11,215
34,761
13,505
0.99
%
Total Funded Debt Investments - United States
$
191,813
$
174,583
12.77
%
The accompanying notes are an integral part of these consolidated financial statements.
26
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
Equity - United States
NMFC Senior Loan Program III LLC**
Investment Fund
Membership interest (3)(15)
—
5/4/2018
—
—
$
140,000
$
140,000
10.24
%
NMFC Senior Loan Program IV LLC**
Investment Fund
Membership interest (3)(15)
—
5/5/2021
—
—
112,400
112,400
8.22
%
NM NL Holdings, L.P.**
Net Lease
Membership interest (7)(15)
—
6/20/2018
—
—
87,228
109,777
8.03
%
New Benevis Topco, LLC (32)
Healthcare Services
Ordinary shares (2)(15)
—
10/6/2020
—
269,027
27,154
34,363
Ordinary shares (8)(15)
—
10/6/2020
—
66,007
6,662
8,431
Ordinary shares (3)(15)
—
10/6/2020
—
60,068
6,105
7,673
39,921
50,467
3.69
%
NM CLFX LP
Net Lease
Membership interest (7)(15)
—
10/6/2017
—
—
12,538
23,247
1.70
%
UniTek Global Services, Inc.
Business Services
Preferred shares (3)(15)(27)
—
8/17/2018
—
13,332,567
13,333
11,795
Preferred shares (3)(15)(27)
—
8/29/2019
—
7,924,170
7,924
7,580
Preferred shares (3)(15)(26)(41)
—
6/30/2017
—
19,795,435
19,795
3,632
Preferred shares (2)(15)(25)(41)
—
1/13/2015
—
29,326,545
26,946
—
Preferred shares (3)(15)(25)(41)
—
1/13/2015
—
8,104,462
7,447
—
Ordinary shares (2)(15)
—
1/13/2015
—
2,096,477
1,925
—
Ordinary shares (3)(15)
—
1/13/2015
—
1,993,749
532
—
77,902
23,007
1.68
%
NM APP US LLC
Net Lease
Membership interest (7)(15)
—
9/13/2016
—
—
5,080
17,872
1.31
%
NM GLCR LP
Net Lease
Membership interest (7)(15)
—
2/1/2018
—
—
—
16,852
1.23
%
New Permian Holdco, Inc.
Energy
Ordinary shares (3)(15)
—
10/30/2020
—
100
11,155
11,000
0.80
%
NM DRVT LLC
Net Lease
Membership interest (7)(15)
—
11/18/2016
—
—
5,152
9,023
0.66
%
The accompanying notes are an integral part of these consolidated financial statements.
27
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate (19)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair
Value
Percent of Net
Assets
NM YI, LLC
Net Lease
Membership interest (7)(15)
—
9/30/2019
—
—
$
6,272
$
8,381
0.61
%
NM JRA LLC
Net Lease
Membership interest (7)(15)
—
8/12/2016
—
—
2,043
4,223
0.31
%
NM GP Holdco, LLC**
Net Lease
Membership interest (7)(15)
—
6/20/2018
—
—
998
1,214
0.09
%
NM KRLN LLC
Net Lease
Membership interest (7)(15)
—
11/15/2016
—
—
9,318
60
0.00 %
NHME Holdings Corp.(28)
Healthcare Services
Ordinary shares (3)(15)
—
11/27/2018
—
640,000
4,000
—
—
%
QID TRH Holdings LLC (21)
Haven Midstream Holdings LLC
Specialty Chemicals & Materials
Ordinary shares (14)(15)
—
10/1/2021
—
80
—
—
Profit Interest (6)(15)
—
10/1/2021
—
5
—
—
—
—
—
%
Total Shares - United States
$
514,007
$
527,523
38.57
%
Equity - Canada
NM APP Canada Corp.**
Net Lease
Membership interest (7)(15)
—
9/13/2016
—
—
7,345
10,002
0.73
%
Total Shares - Canada
$
7,345
$
10,002
0.73
%
Total Shares
$
521,352
$
537,525
39.30
%
Warrants - United States
UniTek Global Services, Inc.
Business Services
Warrants (3)(15)
—
12/16/2020
2/20/2025
8,523
$
—
$
19,232
1.41
%
NHME Holdings Corp. (28)
Healthcare Services
Warrants (3)(15)
—
11/27/2018
—
160,000
1,000
—
—
%
Total Warrants - United States
$
1,000
$
19,232
1.41
%
Total Funded Investments
$
714,165
$
731,340
53.48
%
Unfunded Debt Investments - United States
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy
First lien (3)(15)(18) - Undrawn
—
10/30/2020
12/31/2024
$
4,977
$
—
$
—
—
%
Haven Midstream Holdings LLC (21)
Haven Midstream LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
12/17/2021
10/30/2026
8,000
—
—
—
%
Total Unfunded Debt Investments - United States
$
—
$
—
—
%
Total Controlled Investments
$
714,165
$
731,340
53.48
%
Total Investments
$
3,219,709
$
3,256,965
238.18
%
The accompanying notes are an integral part of these consolidated financial statements.
28
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
(1)
New Mountain Finance Corporation (the "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 Company, as the Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower and Wells Fargo Bank, National Association as the Administrative Agent and Collateral Custodian. See Note 7.
Borrowings
, for details.
(3)
Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A. as Lenders. See Note 7.
Borrowings
, for details.
(4)
Investment is held in New Mountain Finance SBIC, L.P.
(5)
Investment is held in New Mountain Finance SBIC II, L.P.
(6)
Investment is held in NMF QID NGL Holdings, Inc.
(7)
Investment is held in New Mountain Net Lease Corporation.
(8)
Investment is pledged as collateral for the DB Credit Facility, a revolving credit facility among New Mountain Finance DB, L.L.C as the Borrower and Deutsche Bank AG, New York Branch as the Facility Agent. See Note 7.
Borrowings
, for details.
(9)
Investment is held in NMF Ancora Holdings, Inc.
(10)
Investment is held in NMF Permian Holdings, LLC.
(11)
Investment is held in NMF HB, Inc.
(12)
Investment is held in NMF OEC, Inc.
(13)
Investment is held in NMF Pioneer, Inc.
(14)
Investment is held in NMF TRM, LLC
(15)
The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4.
Fair Value,
for details.
(16)
Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date. As of March 31, 2022, the par value U.S. dollar equivalent of the first lien term loan, drawn first lien term loan and the undrawn first lien term loan is $16,921, $6,560 and $10,629, respectively. See Note 2.
Summary of Significant Accounting Policies
, for details.
(17)
Par amount is denominated in United States Dollar unless otherwise noted, which may include British Pound ("£").
(18)
Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(19)
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 the London Interbank Offered Rate (L), the Prime Rate (P), the Sterling Overnight Interbank Average Rate (SONIA), Secured Overnight Financing Rate (SOFR), and the alternative base rate (Base) and which resets daily (D), weekly (W), monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of March 31, 2022.
(20)
The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds tranche A first lien term loans and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
(21)
The Company holds investments in multiple entities of Haven Midstream Holdings LLC. The Company holds 4.6% of the Class B profits interest in QID NGL, LLC (which at closing represented 97% of the ownership in the class B units in QID TRH Holdings, LLC), class A common units of Haven Midstream Holdings LLC, and holds a tranche A first lien term loan, a tranche B first lien term loan and a first lien revolver in Haven Midstream LLC. Subsequent to March 31, 2022, Haven Midstream LLC ceased operations at its Haven KS natural gas processing plant due to a fire; Haven Midstream LLC is currently working with various experts to determine the cause and extent of the fire in order to determine next steps.
(22)
The Company holds preferred equity in OEC Holdco, LLC, and two second lien term loans in OEConnection LLC, a wholly-owned subsidiary of OEC Holdco, LLC. The preferred equity is entitled to receive prefenential dividends of 11.00% per annum.
(23)
The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity is entitled to receive preferential dividends at a rate of 11.00% per annum.
(24)
The Company holds ordinary shares in TVG-Edmentum Holdings, LLC, and subordinated notes in Edmentum Ultimate Holdings, LLC, a wholly-owned subsidiary of TVG-Edmentum Holdings, LLC. The ordinary shares are entitled to receive cumulative preferential dividends at a rate of 12.0% per annum.
(25)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 13.5% per annum payable in additional shares.
The accompanying notes are an integral part of these consolidated financial statements.
29
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
(26)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 19.0% per annum payable in additional shares.
(27)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to received cumulative preferential dividends at a rate of 20.0% per annum payable in additional shares.
(28)
The Company holds ordinary shares and warrants in NHME Holdings Corp., as well as second lien term loans in National HME, Inc., a wholly-owned subsidiary of NHME Holdings Corp.
(29)
The Company holds preferred equity in Bach Special Limited (Bach Preference Limited) that is entitled to receive cumulative preferential dividends at a rate of 12.25% per annum payable in additional shares.
(30)
The Company holds preferred equity in Dealer Tire Holdings, LLC that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.
(31)
The Company holds preferred equity in Symplr Software Intermediate Holdings, Inc. that is entitled to receive cumulative preferential dividends at a rate of L + 10.50% per annum.
(32)
The Company holds ordinary shares in New Benevis Topco, LLC, and holds first lien last out term loans and subordinated notes in New Benevis Holdco Inc., a wholly-owned subsidiary of New Benevis Topco, LLC.
(33)
The Company holds ordinary shares in AAC Lender Holdings, LLC and a first lien term loan, first lien revolver and subordinated notes in American Achievement Corporation, a partially-owned subsidiary of AAC Lender Holdings, LLC.
(34)
The Company holds preferred equity in Project Essential Super Parent, LLC that is entitled to receive cumulative preferential dividends at a rate of L + 9.50% per annum.
(35)
The Company holds investments in two wholly-owned subsidiary of Diamond Parent Holdings Corp. The Company holds three first lien term loans and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer Inc. is entitled to receive cumulative preferential dividends at a rate 10.50% per annum.
(36)
The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
(37)
The Company holds preferred equity in HB Wealth Management, LLC that is entitled to receive cumulative preferential dividends at a rate of 4.00% per annum.
(38)
The Company holds ordinary shares in FS WhiteWater Holdings, LLC, and a first lien term loan, a first lien revolver, and two first lien delayed draws in FS WhiteWater Borrwer, LLC, a partially-owned subsidiary of FS WhiteWater Holdings, LLC.
(39)
The Company holds ordinary shares in Pioneer Topco I, L.P., and a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, a wholly-owned subsidiary of Pioneer Topco I, L.P.
(40)
The Company holds ordinary shares in OA Topco, L.P., and a first lien term loan and a first lien revolver in OA Buyer, Inc., a wholly-owned subsidary of OA Topco, L.P.
(41)
Investment or a portion of the investment is on non-accrual status. See Note 3.
Investments
, for details.
(42)
The Company holds one security purchased under a collateralized agreement to resell on its Consolidated Statement of Assets and Liabilities with a cost basis of $30,000 and a fair value of $19,401 as of March 31, 2022. See Note 2.
Summary of Significant Accounting Policies
, for details.
(43)
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2022 and December 31, 2021 along with transactions during the three months ended March 31, 2022 in which the issuer was a non-controlled/affiliated investment is as follows:
Portfolio Company
Fair Value at December 31, 2021
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
Fair Value at March 31, 2022
Interest
Income
Dividend
Income
Other
Income
Permian Holdco 3, Inc. / Permian Trust
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Sierra Hamilton Holdings Corporation
4,000
—
—
—
—
4,000
—
—
—
TVG-Edmentum Holdings, LLC / Edmentum Ultimate Holdings, LLC
130,775
1,238
—
—
10,759
142,772
506
982
63
Total Non-Controlled/Affiliated Investments
$
134,775
$
1,238
$
—
$
—
$
10,759
$
146,772
$
506
$
982
$
63
(A)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind ("PIK") interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.
(B)
Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
The accompanying notes are an integral part of these consolidated financial statements.
30
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(in thousands, except shares)
(unaudited)
(44) Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote more than 25.0% of the outstanding voting securities of the investment. Fair value as of March 31, 2022 and December 31, 2021, along with transactions during the three months ended March 31, 2022 in which the issuer was a controlled investment, is as follows:
Portfolio Company
Fair Value at December 31, 2021
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at March 31, 2022
Interest
Income
Dividend
Income
Other
Income
National HME, Inc./NHME Holdings Corp.
$
27,347
$
1,324
$
—
$
—
$
(15,166)
$
13,505
$
1,324
$
—
$
—
New Benevis Topco, LLC / New Benevis Holdco, Inc.
109,595
1,408
—
—
(402)
110,601
1,804
—
375
New Permian Holdco, Inc. / New Permian Holdco, L.L.C.
34,759
967
—
—
—
35,726
974
—
131
NM APP CANADA CORP
9,422
—
—
—
580
10,002
—
240
—
NM APP US LLC
14,891
—
—
—
2,981
17,872
—
128
—
NM CLFX LP
24,676
—
—
—
(1,429)
23,247
—
392
—
NM DRVT LLC
7,984
—
—
—
1,039
9,023
—
129
—
NM JRA LLC
3,996
—
—
—
227
4,223
—
32
—
NM GLCR LP
50,687
—
(14,750)
19,242
(19,085)
16,852
—
295
1,709
NM KRLN LLC
244
97
—
—
(281)
60
—
—
—
NM NL Holdings, L.P.
107,870
24
—
—
1,883
109,777
—
2,210
—
NM GP Holdco, LLC
1,197
—
—
—
17
1,214
—
—
—
NM YI LLC
8,286
—
—
—
95
8,381
—
209
—
NMFC Senior Loan Program III LLC
140,000
—
—
—
—
140,000
—
4,638
—
NMFC Senior Loan Program IV LLC
112,400
—
—
—
—
112,400
—
3,372
—
Haven Midstream LLC / Haven Midstream Holdings LLC / QID TRH Holdings LLC
34,821
1,106
—
—
3,994
39,921
1,527
—
223
UniTek Global Services, Inc.
67,635
1,587
(65)
—
9,379
78,536
997
1,012
181
Total Controlled Investments
$
755,810
$
6,513
$
(14,815)
$
19,242
$
(16,168)
$
731,340
$
6,626
$
12,657
$
2,619
(A)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.
(B)
Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
* All or a portion of interest contains PIK interest. See Note 2.
Summary of Significant Accounting Policies-Revenue Recognition
, for details.
** Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of March 31, 2022, 16.3% of the Company’s total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
31
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
March 31, 2022
(unaudited)
March 31, 2022
Investment Type
Percent of Total
Investments at Fair Value
First lien
54.10
%
Second lien
18.62
%
Subordinated
1.68
%
Equity and other
25.60
%
Total investments
100.00
%
March 31, 2022
Industry Type
Percent of Total
Investments at Fair Value
Software
25.14
%
Business Services
16.28
%
Healthcare Services
15.78
%
Education
8.12
%
Investment Funds (includes investments in joint ventures)
7.75
%
Net Lease
6.16
%
Consumer Services
4.73
%
Distribution & Logistics
3.27
%
Specialty Chemicals & Materials
2.01
%
Financial Services
1.86
%
Information Technology
1.80
%
Insurance Services
1.77
%
Healthcare Information Technology
1.64
%
Energy
1.22
%
Packaging
1.03
%
Federal Services
0.39
%
Business Products
0.32
%
Consumer Products
0.32
%
Industrial Services
0.23
%
Information Services
0.18
%
Total investments
100.00
%
March 31, 2022
Interest Rate Type
Percent of Total
Investments at Fair Value
Floating rates
88.25
%
Fixed rates
11.75
%
Total investments
100.00
%
The accompanying notes are an integral part of these consolidated financial statements.
32
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
GS Acquisitionco, Inc.
Software
First lien (2)(15)
6.75% (L + 5.75%/S)
8/7/2019
5/22/2026
$
67,966
$
67,713
$
67,966
First lien (5)(15)
6.75% (L + 5.75%/S)
8/7/2019
5/22/2026
21,968
21,891
21,968
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/Q)
8/7/2019
5/22/2026
2,811
2,793
2,811
92,397
92,745
6.91
%
PhyNet Dermatology LLC
Healthcare Services
First lien (2)(15)
7.00% (L + 5.50% + 0.50% PIK/Q)*
9/17/2018
8/16/2024
49,617
49,374
49,617
First lien (3)(15)
7.00% (L + 5.50% + 0.50% PIK/Q)*
9/17/2018
8/16/2024
18,966
18,848
18,966
68,222
68,583
5.11
%
Associations, Inc.
Consumer Services
First lien (2)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
30,196
30,056
30,045
First lien (3)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
8,590
8,547
8,547
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
8,590
8,548
8,547
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
5,188
5,163
5,162
First lien (8)(15)
7.50% (L + 4.00% + 2.50% PIK/Q)*
7/2/2021
7/2/2027
4,127
4,107
4,106
56,421
56,407
4.20
%
iCIMS, Inc.
Software
First lien (8)(15)
7.50% (L + 6.50%/S)
9/12/2018
9/12/2024
41,636
41,413
41,636
First lien (8)(15)
7.50% (L + 6.50%/S)
6/14/2019
9/12/2024
8,667
8,618
8,666
First lien (3)(15)(18) - Drawn
7.50% (L + 6.50%/S)
9/12/2018
9/12/2024
2,915
2,886
2,915
52,917
53,217
3.97
%
Frontline Technologies Group Holdings, LLC
Software
First lien (4)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
21,718
21,664
21,718
First lien (2)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
18,303
18,275
18,303
First lien (2)(15)
6.25% (L + 5.25%/Q)
9/18/2017
9/18/2023
7,555
7,530
7,555
First lien (2)(15)
6.25% (L + 5.25%/Q)
6/15/2021
9/18/2023
5,031
5,031
5,031
52,500
52,607
3.92
%
CentralSquare Technologies, LLC
Software
Second lien (3)
7.72% (L + 7.50%/Q)
8/15/2018
8/31/2026
47,838
47,431
43,293
Second lien (8)
7.72% (L + 7.50%/Q)
8/15/2018
8/31/2026
7,500
7,436
6,788
54,867
50,081
3.73
%
Integro Parent Inc.
Insurance Services
First lien (2)(15)
6.75% (L + 5.75%/S)
10/9/2015
10/31/2022
33,986
33,947
33,239
First lien (3)(15)(18) - Drawn
4.80% (L + 4.50%/S)
6/8/2018
4/30/2022
6,743
6,709
6,685
Second lien (8)(15)
10.25% (L + 9.25%/S)
10/9/2015
10/30/2023
10,000
9,969
9,534
50,625
49,458
3.69
%
The accompanying notes are an integral part of these consolidated financial statements.
33
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
NM GRC Holdco, LLC
Business Services
First lien (2)(15)
8.50% (L + 6.00% + 1.50% PIK/M)*
2/9/2018
2/9/2024
$
38,561
$
38,485
$
38,561
First lien (2)(15)
8.50% (L + 6.00% + 1.50% PIK/M)*
2/9/2018
2/9/2024
10,718
10,695
10,718
49,180
49,279
3.67%
Affinity Dental Management, Inc.
Healthcare Services
First lien (2)(15)
7.00% (L + 6.00%/S)
9/15/2017
9/15/2023
33,281
33,256
33,281
First lien (4)(15)
7.00% (L + 6.00%/S)
9/17/2019
9/15/2023
10,482
10,482
10,482
First lien (3)(15)(18) - Drawn
7.00% (L + 6.00%/S)
9/15/2017
3/15/2023
1,738
1,720
1,738
45,458
45,501
3.39
%
Brave Parent Holdings, Inc.
Software
Second lien (5)
7.60% (L + 7.50%/M)
4/17/2018
4/17/2026
22,500
22,430
22,613
Second lien (2)
7.60% (L + 7.50%/M)
4/17/2018
4/17/2026
16,624
16,518
16,707
Second lien (8)
7.60% (L + 7.50%/M)
4/17/2018
4/17/2026
6,000
5,962
6,030
44,910
45,350
3.38
%
Deca Dental Holdings LLC
Healthcare Services
First lien (2)(15)
6.50% (L + 5.75%/Q)
8/26/2021
8/28/2028
38,244
37,877
37,861
First lien (3)(15)(18) - Drawn
6.50% (L + 5.75%/Q)
8/26/2021
8/28/2028
4,026
3,985
3,985
41,862
41,846
3.13
%
Kaseya Inc.
Software
First lien (8)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
5/9/2019
5/2/2025
29,094
28,926
29,094
First lien (8)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
9/8/2021
5/2/2025
7,795
7,733
7,795
First lien (3)(15)
7.50% (L + 5.50% + 1.00% PIK/Q)*
5/9/2019
5/2/2025
3,405
3,380
3,405
First lien (3)(15)(18) - Drawn
7.50% (L + 5.50% + 1.00% PIK/Q)*
9/8/2021
5/2/2025
1,541
1,528
1,541
41,567
41,835
3.12
%
GC Waves Holdings, Inc.**
Financial Services
First lien (5)(15)
6.25% (L + 5.50%/Q)
8/13/2021
8/13/2026
22,108
21,993
22,108
First lien (2)(15)
6.25% (L + 5.50%/Q)
8/13/2021
8/13/2026
13,345
13,250
13,345
First lien (2)(15)(18) - Drawn
6.25% (L + 5.50%/Q)
8/13/2021
8/13/2026
5,643
5,588
5,643
40,831
41,096
3.06
%
Stamps.com Inc.
Software
First lien (8)(15)
6.50% (L + 5.75%/Q)
10/5/2021
10/5/2028
37,273
36,911
36,900
2.75
%
OEC Holdco, LLC (22)
OEConnection LLC
Business Services
Second lien (2)
7.50% (L + 7.00%/M)
12/17/2021
9/25/2027
23,406
23,173
23,171
Second lien (2)
7.50% (L + 7.00%/M)
9/25/2019
9/25/2027
12,044
11,950
11,924
35,123
35,095
2.62
%
The accompanying notes are an integral part of these consolidated financial statements.
34
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software
First lien (2)(15)
6.75% (L + 5.75%/Q)
3/30/2021
8/4/2025
$
17,762
$
17,687
$
17,673
First lien (2)(15)
6.75% (L + 5.75%/Q)
3/4/2021
8/4/2025
9,905
9,863
9,855
First lien (3)(15)
7.25% (L + 6.25%/Q)
12/19/2018
8/4/2025
5,887
5,860
5,945
33,410
33,473
2.49
%
EAB Global, Inc.
Education
Second lien (2)(15)
7.00% (L + 6.50%/S)
8/16/2021
8/16/2029
33,452
32,969
32,951
2.46
%
KAMC Holdings, Inc
Business Services
Second lien (2)(15)
8.16% (L + 8.00%/Q)
8/14/2019
8/13/2027
18,750
18,642
16,352
Second lien (8)(15)
8.16% (L + 8.00%/Q)
8/14/2019
8/13/2027
18,750
18,642
16,352
37,284
32,704
2.44
%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services
First lien (8)
6.25% (L + 5.50%/Q)
12/22/2021
12/22/2027
20,843
20,635
20,634
Subordinated (3)
11.50% PIK/Q*
12/22/2021
12/22/2031
11,110
10,944
10,944
31,579
31,578
2.36
%
IG Investments Holdings, LLC
Business Services
First lien (2)(15)
6.75% (L + 6.00%/Q)
9/22/2021
9/22/2028
29,429
29,144
29,133
First lien (3)(15)(18) - Drawn
6.75% (L + 6.00%/M)
9/22/2021
9/22/2027
1,149
1,137
1,137
30,281
30,270
2.25
%
Ansira Holdings, Inc.
Business Services
First lien (8)(15)
7.50% (L + 6.50% PIK/S)*
12/19/2016
12/20/2024
31,793
31,748
24,025
First lien (3)(15)
7.50% (L + 6.50% PIK/S)*
12/19/2016
12/20/2024
8,033
8,024
6,071
39,772
30,096
2.24
%
Granicus, Inc.
Software
First lien (4)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
15,522
15,420
15,406
First lien (3)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
6,004
5,963
5,959
First lien (2)(15)
7.50% (L + 6.50%/Q)
1/27/2021
1/29/2027
5,922
5,883
5,878
First lien (3)(15)(18) - Drawn
7.00% (L + 6.00%/Q)
4/23/2021
1/29/2027
2,778
2,752
2,751
30,018
29,994
2.23
%
MRI Software LLC
Software
First lien (5)(15)
6.50% (L + 5.50%/S)
1/31/2020
2/10/2026
22,104
22,024
22,104
First lien (2)(15)
6.50% (L + 5.50%/S)
1/31/2020
2/10/2026
6,205
6,182
6,205
First lien (3)(15)
6.50% (L + 5.50%/S)
1/31/2020
2/10/2026
818
814
818
First lien (2)(15)
6.50% (L + 5.50%/Q)
3/24/2021
2/10/2026
319
318
319
29,338
29,446
2.19
%
Keystone Acquisition Corp.
Healthcare Services
First lien (2)
6.25% (L + 5.25%/Q)
5/10/2017
5/1/2024
23,981
23,918
23,861
Second lien (2)(15)
10.25% (L + 9.25%/Q)
5/10/2017
5/1/2025
4,500
4,476
4,500
28,394
28,361
2.11
%
The accompanying notes are an integral part of these consolidated financial statements.
35
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare Information Technology
First lien (2)
6.75% (L + 6.00%/Q)
12/20/2021
12/20/2028
$
28,201
$
27,920
$
27,919
2.08
%
Foundational Education Group, Inc.
Education
Second lien (5)
7.00% (L + 6.50%/S)
8/19/2021
8/31/2029
22,500
22,391
22,500
Second lien (2)
7.00% (L + 6.50%/S)
8/19/2021
8/31/2029
5,009
4,985
5,009
27,376
27,509
2.05
%
TMK Hawk Parent, Corp.
Distribution & Logistics
First lien (2)(15)
3.60% (L + 3.50%/M)
6/24/2019
8/28/2024
16,563
15,121
13,968
First lien (8)(15)
3.60% (L + 3.50%/M)
10/23/2019
8/28/2024
15,975
14,219
13,473
29,340
27,441
2.04
%
New Trojan Parent, Inc.
Healthcare Services
Second lien (2)
7.75% (L + 7.25%/Q)
1/22/2021
1/5/2029
26,762
26,640
26,762
1.99
%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software
Second lien (5)
7.50% (L + 6.75%/Q)
11/14/2019
11/19/2027
22,500
22,404
22,509
Second lien (2)
7.50% (L + 6.75%/Q)
11/14/2019
11/19/2027
4,208
4,174
4,210
26,578
26,719
1.99
%
VT Topco, Inc.
Business Services
Second lien (2)
7.50% (L + 6.75%/M)
7/30/2021
7/31/2026
16,183
16,127
16,224
Second lien (4)
6.85% (L + 6.75%/M)
8/14/2018
7/31/2026
10,000
9,984
10,025
26,111
26,249
1.96
%
CRCI Longhorn Holdings, Inc.
Business Services
Second lien (3)(15)
7.35% (L + 7.25%/M)
8/2/2018
8/10/2026
18,266
18,221
18,266
Second lien (8)(15)
7.35% (L + 7.25%/M)
8/2/2018
8/10/2026
7,500
7,481
7,500
25,702
25,766
1.92
%
Galway Borrower LLC
Insurance Services
First lien (2)(15)
6.00% (L + 5.25%/Q)
9/30/2021
9/29/2028
24,279
24,043
24,036
First lien (3)(15)
6.00% (L + 5.25%/Q)
9/30/2021
9/29/2028
1,674
1,658
1,658
25,701
25,694
1.91
%
Idera, Inc.
Software
Second lien (4)
7.50% (L + 6.75%/S)
6/27/2019
3/2/2029
22,500
22,212
22,613
Second lien (3)
7.50% (L + 6.75%/S)
4/29/2021
3/2/2029
3,000
2,986
3,015
25,198
25,628
1.91
%
NMC Crimson Holdings, Inc.
Healthcare Services
First lien (8)(15)
6.75% (L + 6.00%/S)
3/1/2021
3/1/2028
19,259
18,998
18,970
First lien (2)(15)
6.75% (L + 6.00%/S)
3/2/2021
3/1/2028
4,913
4,846
4,839
23,844
23,809
1.77
%
Syndigo LLC
Software
Second lien (4)
8.75% (L + 8.00%/S)
12/14/2020
12/15/2028
22,500
22,347
22,528
1.68
%
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare Services
First lien (2)(15)
6.25% (L + 5.50%/Q)
8/2/2021
8/2/2028
22,306
22,094
22,083
First lien (3)(15)(18) - Drawn
6.25% (L + 5.50%/Q)
8/2/2021
8/2/2028
59
58
58
22,152
22,141
1.65
%
The accompanying notes are an integral part of these consolidated financial statements.
36
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Cardinal Parent, Inc.
Software
First lien (4)
5.25% (L + 4.50%/Q)
10/30/2020
11/12/2027
$
12,096
$
12,017
$
12,083
Second lien (4)(15)
8.50% (L + 7.75%/Q)
11/12/2020
11/13/2028
9,767
9,679
9,864
21,696
21,947
1.63%
DCA Investment Holding, LLC
Healthcare Services
First lien (2)
7.00% (L + 6.25%/Q)
3/12/2021
3/12/2027
19,878
19,746
19,803
First lien (3)(18) - Drawn
7.00% (L + 6.25%/Q)
3/12/2021
3/12/2027
1,919
1,905
1,912
21,651
21,715
1.62
%
Spring Education Group, Inc (fka SSH Group Holdings, Inc.)
Education
Second lien (2)
8.47% (L + 8.25%/Q)
7/26/2018
7/30/2026
21,959
21,921
21,282
1.59
%
MED Parentco, LP
Healthcare Services
Second lien (8)
8.35% (L + 8.25%/M)
8/2/2019
8/30/2027
20,857
20,735
20,883
1.56
%
DG Investment Intermediate Holdings 2, Inc.
Business Services
Second lien (3)
7.50% (L + 6.75%/M)
3/18/2021
3/30/2029
20,313
20,265
20,465
1.52
%
YLG Holdings, Inc.
Business Services
First lien (5)(15)
6.25% (L + 5.25%/S)
11/1/2019
10/31/2025
18,045
17,983
18,045
First lien (5)(15)
6.25% (L + 5.25%/S)
11/1/2019
10/31/2025
2,350
2,341
2,350
20,324
20,395
1.52
%
Fortis Solutions Group, LLC
Packaging
First lien (8)(15)
6.25% (L + 5.50%/Q)
10/15/2021
10/13/2028
10,298
10,198
10,195
First lien (2)(15)
6.25% (L + 5.50%/Q)
10/15/2021
10/13/2028
10,298
10,198
10,195
20,396
20,390
1.52
%
Bluefin Holding, LLC
Software
Second lien (8)(15)
7.93% (L + 7.75%/Q)
9/6/2019
9/3/2027
18,000
18,000
18,000
First lien (3)(15)(18) - Drawn
4.41% (L + 4.25%/Q)
9/6/2019
9/6/2024
1,485
1,463
1,485
19,463
19,485
1.45
%
Bullhorn, Inc.
Software
First lien (2)(15)
6.75% (L + 5.75%/Q)
9/24/2019
9/30/2026
16,830
16,741
16,830
First lien (2)(15)
6.75% (L + 5.75%/Q)
10/5/2021
9/30/2026
1,075
1,072
1,075
First lien (3)(15)
6.75% (L + 5.75%/Q)
9/24/2019
9/30/2026
779
773
779
First lien (3)(15)
6.75% (L + 5.75%/Q)
9/24/2019
9/30/2026
349
347
349
First lien (3)(15)
6.75% (L + 5.75%/Q)
9/24/2019
9/30/2026
278
277
278
19,210
19,311
1.44
%
Convey Health Solutions, Inc.**
Healthcare Services
First lien (4)(15)
5.50% (L + 4.75%/M)
9/9/2019
9/4/2026
19,263
19,108
19,263
1.43
%
Xactly Corporation
Software
First lien (4)(15)
8.25% (L + 7.25%/S)
7/31/2017
7/31/2023
19,047
19,005
19,047
1.42
%
Infogain Corporation
Software
First lien (2)(15)
6.75% (L + 5.75%/S)
7/30/2021
7/28/2028
19,090
18,953
18,946
1.41
%
The accompanying notes are an integral part of these consolidated financial statements.
37
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education
First lien (2)(15)
7.25% (L + 5.75% PIK + 0.50%/M) (41)*
9/30/2015
9/30/2026
$
27,610
$
27,559
$
17,386
First lien (3)(15)
15.00% (L + 13.50% PIK + 0.50%/M) (41)*
6/10/2021
9/30/2026
1,527
1,527
—
Subordinated (3)(15)
2.00% (L + 1.00% PIK/Q) (41)*
3/16/2021
9/30/2026
5,230
—
—
29,086
17,386
1.29
%
The Kleinfelder Group, Inc.
Business Services
First lien (4)(15)
6.25% (L + 5.25%/Q)
12/18/2018
11/29/2024
16,708
16,663
16,708
1.24
%
Kele Holdco, Inc.
Distribution & Logistics
First lien (5)
7.00% (L + 6.00%/M)
2/20/2020
2/20/2026
15,949
15,890
15,870
First lien (3)(18) - Drawn
7.00% (L + 6.00%/M)
2/20/2020
2/20/2026
630
627
627
16,517
16,497
1.23
%
Coyote Buyer, LLC
Specialty Chemicals & Materials
First lien (5)(15)
7.00% (L + 6.00%/S)
3/13/2020
2/6/2026
13,937
13,885
13,937
First lien (5)(15)
9.00% (L + 8.00%/S)
10/15/2020
8/6/2026
2,507
2,488
2,507
16,373
16,444
1.22
%
Trinity Air Consultants Holdings Corporation
Business Services
First lien (2)(15)
6.00% (L + 5.25%/S)
6/30/2021
6/29/2027
15,382
15,238
15,228
First lien (3)(15)(18) - Drawn
6.00% (L + 5.25%/M)
6/30/2021
6/29/2027
1,201
1,189
1,189
16,427
16,417
1.22
%
Hill International, Inc.
Business Services
First lien (2)(15)
6.75% (L + 5.75%/M)
6/21/2017
6/21/2023
15,089
15,067
15,089
1.12
%
CFS Management, LLC
Healthcare Services
First lien (2)(15)
6.50% (L + 5.50%/S)
8/6/2019
7/1/2024
11,497
11,466
11,497
First lien (3)(15)
6.50% (L + 5.50%/S)
8/6/2019
7/1/2024
3,425
3,413
3,425
14,879
14,922
1.11
%
FR Arsenal Holdings II Corp.
Business Services
First lien (2)(15)
8.50% (L + 7.50%/S)
9/29/2016
9/8/2022
14,884
14,861
14,520
1.08
%
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software
First lien (8)(15)
7.75% (L + 7.00% PIK/Q)*
11/1/2021
11/1/2028
13,628
13,496
13,492
1.00
%
Transcendia Holdings, Inc.
Packaging
Second lien (8)(15)
9.00% (L + 8.00%/M)
6/28/2017
5/30/2025
14,500
14,396
13,445
1.00
%
Alegeus Technologies Holding Corp.
Healthcare Services
First lien (8)(15)
9.25% (L + 8.25%/S)
9/5/2018
9/5/2024
13,443
13,409
13,443
1.00
%
Daxko Acquisition Corporation
Software
First lien (8)(15)
6.25% (L + 5.50%/Q)
10/15/2021
10/16/2028
13,277
13,147
13,144
0.98
%
The accompanying notes are an integral part of these consolidated financial statements.
38
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services
First lien (5)
6.50% (L + 5.75%/Q)
12/20/2021
12/21/2027
$
10,500
$
10,395
$
10,395
First lien (5)(18) - Drawn
6.50% (L + 5.75%/Q)
12/20/2021
12/21/2027
2,618
2,592
2,592
12,987
12,987
0.97
%
Community Brands ParentCo, LLC (f.k.a Ministry Brands, LLC)
Software
First lien (2)(15)
5.00% (L + 4.00%/M)
12/7/2016
12/2/2022
2,872
2,869
2,872
Second lien (8)(15)
10.25% (L + 9.25%/M)
12/7/2016
6/2/2023
7,840
7,824
7,840
Second lien (3)(15)
10.25% (L + 9.25%/M)
12/7/2016
6/2/2023
2,160
2,155
2,160
12,848
12,872
0.96
%
USRP Holdings, Inc.
Federal Services
First lien (2)
6.25% (L + 5.50%/Q)
7/22/2021
7/23/2027
11,426
11,318
11,311
First lien (3)
6.25% (L + 5.50%/Q)
7/22/2021
7/23/2027
1,488
1,473
1,473
First lien (3)(18) - Drawn
6.25% (L + 5.50%/Q)
7/22/2021
7/23/2027
15
15
15
12,806
12,799
0.95
%
Castle Management Borrower LLC
Business Services
First lien (2)(15)
3.19% (L + 2.19%/Q)
5/31/2018
2/15/2025
14,590
14,561
12,794
0.95
%
Calabrio, Inc.
Software
First lien (5)(15)
8.00% (L + 7.00%/Q)
4/16/2021
4/16/2027
12,347
12,263
12,271
0.91
%
Apptio, Inc.
Software
First lien (8)(15)
8.25% (L + 7.25%/S)
1/10/2019
1/10/2025
11,203
11,075
11,203
First lien (3)(15)(18) - Drawn
8.25% (L + 7.25%/S)
1/10/2019
1/10/2025
827
810
827
11,885
12,030
0.90
%
CHA Holdings, Inc.
Business Services
Second lien (4)(15)
9.75% (L + 8.75%/Q)
4/3/2018
4/10/2026
7,012
6,967
7,012
Second lien (3)(15)
9.75% (L + 8.75%/Q)
4/3/2018
4/10/2026
4,453
4,424
4,453
11,391
11,465
0.85
%
Recorded Future, Inc.
Software
First lien (8)
7.00% (L + 6.00%/Q)
8/26/2019
7/3/2025
6,219
6,199
6,188
First lien (8)
7.00% (L + 6.00%/Q)
3/26/2021
7/3/2025
4,776
4,750
4,752
10,949
10,940
0.81
%
Vectra Co.
Business Products
Second lien (8)
7.35% (L + 7.25%/M)
2/23/2018
3/8/2026
10,788
10,764
10,586
0.79
%
PPVA Black Elk (Equity) LLC
Business Services
Subordinated (3)(15)
—
5/3/2013
—
14,500
14,500
10,354
0.77
%
Notorious Topco, LLC
Consumer Products
First lien (8)(15)
7.50% (L + 6.50%/Q)
11/23/2021
11/23/2027
10,153
10,078
10,077
First lien (3)(15)(18) - Drawn
7.50% (L + 6.50%/Q)
11/23/2021
5/24/2027
147
146
146
10,224
10,223
0.76
%
The accompanying notes are an integral part of these consolidated financial statements.
39
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Quartz Holding Company
Software
Second lien (3)(15)
8.10% (L + 8.00%/M)
4/2/2019
4/2/2027
$
10,000
$
9,854
$
10,000
0.74
%
Wealth Enhancement Group, LLC**
Financial Services
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/Q)
8/13/2021
10/4/2027
9,390
9,367
9,390
First lien (3)(15)(18) - Drawn
6.75% (L + 5.75%/Q)
8/13/2021
10/4/2027
425
424
425
9,791
9,815
0.73
%
Geo Parent Corporation
Business Services
First lien (2)
5.35% (L + 5.25%/M)
12/13/2018
12/19/2025
9,810
9,780
9,761
0.73
%
AgKnowledge Holdings Company, Inc.
Business Services
First lien (2)(15)
5.75% (L + 4.75%/S)
11/30/2018
7/21/2023
9,166
9,149
9,166
0.68
%
CG Group Holdings, LLC
Specialty Chemicals & Materials
First lien (2)(15)
6.25% (L + 5.25%/Q)
7/19/2021
7/19/2027
8,302
8,214
8,209
First lien (3)(15)(18) - Drawn
6.25% (L + 5.25%/M)
7/19/2021
7/19/2026
906
895
896
9,109
9,105
0.68
%
Energize Holdco LLC
Business Services
Second lien (2)
7.25% (L + 6.75%/Q)
11/19/2021
12/7/2029
7,950
7,910
7,910
0.59
%
KPSKY Acquisition Inc.
Industrial Services
First lien (8)(15)
6.25% (L + 5.50%/M)
10/19/2021
10/19/2028
7,039
6,970
6,968
First lien (3)(15)(18) - Drawn
7.75% (P + 4.50%/Q)
10/19/2021
10/19/2028
402
398
398
7,368
7,366
0.55
%
Specialtycare, Inc.
Healthcare Services
First lien (2)(15)
6.75% (L + 5.75%/Q)
6/18/2021
6/18/2028
7,224
7,122
7,115
0.53
%
Restaurant Technologies, Inc.
Business Services
Second lien (4)
6.60% (L + 6.50%/M)
9/24/2018
10/1/2026
6,722
6,711
6,722
0.50
%
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare Information Technology
First lien (8)(15)
8.25% (L + 7.25%/Q)
5/6/2021
5/6/2027
6,250
6,192
6,187
0.46
%
ADG, LLC
Healthcare Services
Second lien (3)(15)
11.00% (L + 10.00% PIK/Q)*
10/3/2016
3/28/2024
6,591
6,562
6,082
0.45
%
Safety Borrower Holdings LLC
Information Services
First lien (2)(15)
6.75% (L + 5.75%/S)
9/1/2021
9/1/2027
5,756
5,729
5,728
0.43
%
Sun Acquirer Corp.
Consumer Services
First lien (2)(15)
6.50% (L + 5.75%/Q)
9/8/2021
9/8/2028
4,025
3,991
3,985
First lien (3)(15)(18) - Drawn
6.50% (L + 5.75%/Q)
9/8/2021
9/8/2028
1,585
1,570
1,570
5,561
5,555
0.41
%
The accompanying notes are an integral part of these consolidated financial statements.
40
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Pye-Barker Fire & Safety, LLC
Business Services
First lien (3)(15)(18) - Drawn
6.25% (L + 5.50%/Q)
11/26/2021
11/26/2027
$
2,394
$
2,370
$
2,394
0.18
%
Education Management Corporation (20)
Education Management II LLC
Education
First lien (2)
13.00% (L + 7.50%/M)(41)
1/5/2015
7/2/2020
300
292
—
First lien (3)
13.00% (L + 7.50%/M)(41)
1/5/2015
7/2/2020
169
165
—
First lien (2)
9.75% (L + 6.50%/Q)(41)
1/5/2015
7/2/2020
206
201
—
First lien (3)
9.75% (L + 6.50%/Q)(41)
1/5/2015
7/2/2020
116
113
—
First lien (2)
11.75% (P + 8.50%/M)(41)
1/5/2015
7/2/2020
140
116
—
First lien (3)
11.75% (P + 8.50%/M)(41)
1/5/2015
7/2/2020
79
65
—
First lien (2)
11.75% (P + 8.50%/M)(41)
1/5/2015
7/2/2020
4
3
—
First lien (3)
11.75% (P + 8.50%/M)(41)
1/5/2015
7/2/2020
2
2
—
957
—
—
%
PPVA Fund, L.P.
Business Services
Collateralized Financing (41)(42)
—
11/7/2014
—
—
—
—
—
%
Total Funded Debt Investments - United States
$
2,042,136
$
2,003,901
149.25
%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology
First lien (2)(15)
6.75% (L + 6.00%/Q)
10/1/2021
9/29/2028
$
35,000
$
34,660
$
34,650
First lien (8)(15)
6.75% (L + 6.00%/Q)
10/1/2021
9/29/2028
24,189
23,954
23,947
58,614
58,597
4.36
%
Total Funded Debt Investments - Netherlands
$
58,614
$
58,597
4.36
%
Funded Debt Investments - Jersey
Tennessee Bidco Limited **
Business Services
First lien (3)(15)(16)
7.47% (Sonia + 7.00%/D)
8/6/2021
8/3/2028
£
12,879
$
17,608
$
17,167
First lien (3)(15)
7.15% (L + 7.00%/S)
8/6/2021
8/3/2028
$
10,184
10,037
10,032
First lien (3)(15)(16)(18) - Drawn
7.47% (Sonia + 7.00%/D)
8/6/2021
8/3/2028
£
3,771
4,943
4,976
First lien (3)(15)(18) - Drawn
7.29% (L + 7.00%/S)
8/6/2021
8/3/2028
$
3,708
3,652
3,652
36,240
35,827
2.67
%
Total Funded Debt Investments - Jersey
$
36,240
$
35,827
2.67
%
The accompanying notes are an integral part of these consolidated financial statements.
41
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software
Second lien (8)(15)
8.35% (L + 8.25%/M)
10/8/2019
10/8/2027
$
34,459
$
34,241
$
34,459
2.57
%
Total Funded Debt Investments - United Kingdom
$
34,241
$
34,459
2.57
%
Funded Debt Investments - United Arab Emirates
GEMS Menasa (Cayman) Limited**
Education
First lien (8)
6.00% (L + 5.00%/S)
7/30/2019
7/31/2026
$
10,534
$
10,496
$
10,589
0.79
%
Total Funded Debt Investments - United Arab Emirates
$
10,496
$
10,589
0.79
%
Total Funded Debt Investments
$
2,181,727
$
2,143,373
159.64
%
Equity - United States
Dealer Tire Holdings, LLC (30)
Distribution & Logistics
Preferred shares (3)(15)
—
9/13/2021
—
56,271
$
60,360
$
60,180
4.48
%
Symplr Software Intermediate Holdings, Inc. (31)
Healthcare Information Technology
Preferred shares (4)(15)
—
11/30/2018
—
7,500
10,607
10,719
Preferred shares (3)(15)
—
11/30/2018
—
2,586
3,657
3,695
14,264
14,414
1.08
%
ACI Parent Inc. (36)
Healthcare Services
Preferred shares (3)(15)
—
8/2/2021
—
12,500
12,994
12,989
0.97
%
Project Essential Super Parent, Inc. (34)
Software
Preferred shares (3)(15)
—
4/20/2021
—
10,000
10,597
10,586
0.79
%
Diamond Parent Holdings Corp. (35)
Diligent Preferred Issuer, Inc.
Software
Preferred shares (3)(15)
—
4/6/2021
—
10,000
10,386
10,379
0.77
%
OEC Holdco, LLC (22)
Business Services
Preferred shares (12)
—
12/17/2021
—
7,214
7,142
7,142
0.53
%
FS WhiteWater Holdings, LLC (38)
Consumer Services
Ordinary shares (5)
—
12/20/2021
—
50,000
5,000
5,000
0.37
%
HB Wealth Management, LLC (37)**
Financial Services
Preferred shares (11)(15)
—
9/30/2021
—
48,303
4,834
4,834
0.36
%
Appriss Health Holdings, Inc. (23)
Appriss Health Intermediate Holdings, Inc.
Healthcare Information Technology
Preferred shares (3)(15)
—
5/6/2021
—
2,333
2,468
2,466
0.18
%
OA Topco, L.P. (40)
Healthcare Information Technology
Ordinary shares (3)
—
12/20/2021
—
2,000,000
2,000
2,000
0.15
%
The accompanying notes are an integral part of these consolidated financial statements.
42
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Pioneer Topco I, L.P. (39)
Software
Ordinary shares (13)(15)
—
11/1/2021
—
199,980
$
2,000
$
2,000
0.15
%
Ancora Acquisition LLC
Education
Preferred shares (9)(15)
—
8/12/2013
—
372
83
158
0.01
%
Education Management Corporation (20)
Education
Preferred shares (2)
—
1/5/2015
—
3,331
200
—
Preferred shares (3)
—
1/5/2015
—
1,879
113
—
Ordinary shares (2)
—
1/5/2015
—
2,994,065
100
—
Ordinary shares (3)
—
1/5/2015
—
1,688,976
56
—
469
—
—
%
AAC Lender Holdings, LLC (33)
Education
Ordinary shares (3)(15)
—
3/16/2021
—
758
—
—
—
%
Total Shares - United States
$
132,597
$
132,148
9.84
%
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education
Preferred shares (3)(15)(29)
—
9/1/2017
—
96,052
$
9,525
$
9,701
0.72
%
Total Shares - Hong Kong
$
9,525
$
9,701
0.72
%
Total Shares
$
142,122
$
141,849
10.56
%
Total Funded Investments
$
2,323,849
$
2,285,222
170.20
%
Unfunded Debt Investments - United States
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education
First lien (3)(15)(18) - Undrawn
—
1/25/2021
9/30/2026
$
2,652
$
—
$
—
—
%
Bluefin Holding, LLC
Software
First lien (3)(15)(18) - Undrawn
—
9/6/2019
9/6/2024
30
—
—
—
%
Wealth Enhancement Group, LLC**
Financial Services
First lien (3)(15)(18) - Undrawn
—
8/13/2021
10/4/2027
678
(2)
—
First lien (3)(15)(18) - Undrawn
—
8/13/2021
6/3/2022
8,257
—
—
(2)
—
—
%
AgKnowledge Holdings Company, Inc.
Business Services
First lien (3)(15)(18) - Undrawn
—
11/30/2018
7/21/2023
526
(3)
—
—
%
The accompanying notes are an integral part of these consolidated financial statements.
43
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Community Brands ParentCo, LLC (f.k.a Ministry Brands, LLC)
Software
First lien (3)(15)(18) - Undrawn
—
12/7/2016
12/2/2022
$
1,000
$
(5)
$
—
—
%
Coyote Buyer, LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
3/13/2020
2/6/2025
1,013
(5)
—
—
%
Pye-Barker Fire & Safety, LLC
Business Services
First lien (3)(15)(18) - Undrawn
—
11/26/2021
11/26/2023
2,810
—
—
First lien (3)(15)(18) - Undrawn
—
11/26/2021
11/26/2024
905
(9)
—
(9)
—
—
%
Xactly Corporation
Software
First lien (3)(15)(18) - Undrawn
—
7/31/2017
7/31/2023
992
(10)
—
—
%
MRI Software LLC
Software
First lien (2)(15)(18) - Undrawn
—
3/24/2021
3/24/2022
9,364
—
—
First lien (3)(15)(18) - Undrawn
—
1/31/2020
2/10/2026
2,002
(10)
—
(10)
—
—
%
Bullhorn, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
10/5/2021
11/8/2022
2,395
(6)
—
First lien (3)(15)(18) - Undrawn
—
9/24/2019
9/30/2026
852
(6)
—
(12)
—
—
%
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software
First lien (3)(15)(18) - Undrawn
—
3/30/2021
8/4/2025
3,624
(18)
—
—
%
GS Acquisitionco, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
8/7/2019
5/22/2026
3,106
(19)
—
—
%
YLG Holdings, Inc.
Business Services
First lien (5)(15)(18) - Undrawn
—
10/22/2021
10/22/2023
2,078
—
—
First lien (3)(15)(18) - Undrawn
—
11/1/2019
10/31/2025
3,968
(20)
—
(20)
—
—
%
The accompanying notes are an integral part of these consolidated financial statements.
44
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Apptio, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
1/10/2019
1/10/2025
$
1,240
$
(25)
$
—
—
%
GC Waves Holdings, Inc.**
Financial Services
First lien (2)(15)(18) - Undrawn
—
8/13/2021
8/11/2023
4,991
—
—
First lien (3)(15)(18) - Undrawn
—
10/31/2019
10/31/2025
3,951
(30)
—
(30)
—
—
%
Kaseya Inc.
Software
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2023
2,129
(19)
—
First lien (3)(15)(18) - Undrawn
—
5/9/2019
5/2/2025
2,312
(23)
—
(42)
—
—
%
CG Group Holdings, LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
7/19/2021
7/19/2026
226
(3)
(3)
(0.00) %
Recorded Future, Inc.
Software
First lien (3)(18) - Undrawn
—
8/26/2019
7/3/2025
750
(4)
(4)
(0.00) %
KPSKY Acquisition Inc.
Industrial Services
First lien (3)(15)(18) - Undrawn
—
10/19/2021
10/19/2023
403
—
(4)
(0.00) %
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare Information Technology
First lien (3)(15)(18) - Undrawn
—
5/6/2021
5/6/2027
417
(4)
(4)
(0.00) %
Kele Holdco, Inc.
Distribution & Logistics
First lien (3)(18) - Undrawn
—
2/20/2020
2/20/2026
1,169
(6)
(6)
(0.00) %
USRP Holdings, Inc.
Federal Services
First lien (3)(18) - Undrawn
—
7/22/2021
7/23/2027
878
(9)
(9)
(0.00) %
Safety Borrower Holdings LLC
Information Services
First lien (3)(15)(18) - Undrawn
—
9/1/2021
9/1/2027
512
(3)
(3)
First lien (3)(15)(18) - Undrawn
—
9/1/2021
9/1/2022
1,279
—
(6)
(3)
(9)
(0.00) %
Calabrio, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
4/16/2021
4/16/2027
1,487
(11)
(9)
(0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
45
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
DCA Investment Holding, LLC
Healthcare Services
First lien (3)(18) - Undrawn
—
3/12/2021
3/10/2023
$
3,005
$
—
$
(11)
(0.00) %
IG Investments Holdings, LLC
Business Services
First lien (3)(15)(18) - Undrawn
—
9/22/2021
9/22/2027
1,149
(11)
(11)
(0.00) %
Notorious Topco, LLC
Consumer Products
First lien (3)(15)(18) - Undrawn
—
11/23/2021
5/24/2027
734
(6)
(6)
First lien (3)(15)(18) - Undrawn
—
11/23/2021
11/23/2023
1,467
—
(11)
(6)
(17)
(0.00) %
Associations, Inc.
Consumer Services
First lien (3)(15)(18) - Undrawn
—
7/2/2021
7/2/2027
3,543
(18)
(18)
(0.00) %
Specialtycare, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
6/18/2021
6/18/2026
559
(8)
(8)
First lien (3)(15)(18) - Undrawn
—
6/18/2021
6/18/2023
671
—
(10)
(8)
(18)
(0.00) %
Sun Acquirer Corp.
Consumer Services
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2027
559
(5)
(6)
First lien (3)(15)(18) - Undrawn
—
9/8/2021
9/8/2023
1,378
(10)
(14)
(15)
(20)
(0.00) %
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software
First lien (3)(15)(18) - Undrawn
—
11/1/2021
11/1/2027
2,446
(24)
(24)
(0.00) %
Daxko Acquisition Corporation
Software
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/15/2027
986
(10)
(10)
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/16/2023
1,638
—
(16)
(10)
(26)
(0.00) %
Infogain Corporation
Software
First lien (3)(15)(18) - Undrawn
—
7/30/2021
7/30/2026
3,827
(29)
(29)
(0.00) %
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare Information Technology
First lien (3)(18) - Undrawn
—
12/20/2021
12/20/2028
3,600
(36)
(36)
(0.00) %
The accompanying notes are an integral part of these consolidated financial statements.
46
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Granicus, Inc.
Software
First lien (3)(15)(18) - Undrawn
—
1/27/2021
1/29/2027
$
2,414
$
(18)
$
(18)
First lien (3)(15)(18) - Undrawn
—
4/23/2021
4/21/2023
1,822
—
(18)
(18)
(36)
(0.00) %
Trinity Air Consultants Holdings Corporation
Business Services
First lien (3)(15)(18) - Undrawn
—
6/30/2021
6/29/2027
300
(3)
(3)
First lien (3)(15)(18) - Undrawn
—
6/30/2021
6/29/2023
5,252
—
(53)
(3)
(56)
(0.01)
%
Galway Borrower LLC
Insurance Services
First lien (3)(15)(18) - Undrawn
—
9/30/2021
9/30/2027
1,865
(19)
(19)
First lien (3)(15)(18) - Undrawn
—
9/30/2021
9/29/2023
3,917
—
(39)
(19)
(58)
(0.01)
%
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services
First lien (5)(18) - Undrawn
—
12/20/2021
12/21/2022
882
—
(9)
First lien (3)(18) - Undrawn
—
12/20/2021
12/21/2027
1,400
(14)
(14)
First lien (5)(18) - Undrawn
—
12/20/2021
12/21/2023
3,500
—
(35)
(14)
(58)
(0.01)
%
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
8/2/2021
8/2/2027
2,354
(24)
(24)
First lien (3)(15)(18) - Undrawn
—
8/2/2021
8/2/2023
8,180
—
(82)
(24)
(106)
(0.01)
%
Fortis Solutions Group, LLC
Packaging
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/15/2027
2,861
(29)
(29)
First lien (3)(15)(18) - Undrawn
—
10/15/2021
10/13/2023
8,343
—
(83)
(29)
(112)
(0.01)
%
Deca Dental Holdings LLC
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
8/26/2021
8/26/2027
3,027
(30)
(30)
First lien (3)(15)(18) - Undrawn
—
8/26/2021
8/28/2023
9,080
—
(91)
(30)
(121)
(0.01)
%
The accompanying notes are an integral part of these consolidated financial statements.
47
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
NMC Crimson Holdings, Inc.
Healthcare Services
First lien (3)(15)(18) - Undrawn
—
3/1/2021
3/1/2023
$
10,664
$
—
$
(160)
(0.01)
%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services
First lien (3)(18) - Undrawn
—
12/22/2021
12/22/2027
3,659
(37)
(37)
First lien (3)(18) - Undrawn
—
12/22/2021
12/22/2023
25,420
—
(254)
(37)
(291)
(0.02)
%
Total Unfunded Debt Investments - United States
$
(581)
$
(1,256)
(0.09)
%
Unfunded Debt Investments - Jersey
Tennessee Bidco Limited**
Business Services
First lien (3)(15)(16)(18) - Undrawn
—
8/6/2021
7/9/2023
£
9,521
$
—
$
(143)
(0.01)
%
Total Unfunded Debt Investments - Jersey
$
—
$
(143)
(0.01)
%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology
First lien (3)(15)(18) - Undrawn
—
10/1/2021
10/1/2027
$
4,439
$
(44)
$
(44)
(0.00) %
Total Unfunded Debt Investments - Netherlands
$
(44)
$
(44)
(0.00) %
Total Unfunded Debt Investments
$
(625)
$
(1,443)
(0.10)
%
Total Non-Controlled/Non-Affiliated Investments
$
2,323,224
$
2,283,779
170.10
%
Non-Controlled/Affiliated Investments (43)
Funded Debt Investments - United States
TVG-Edmentum Holdings, LLC (24)
Edmentum Ultimate Holdings, LLC
Education
Subordinated (3)(15)
13.00% (6.50% + 6.50%/PIK)*
12/11/2020
1/26/2027
$
15,434
$
15,302
$
15,841
1.18
%
Sierra Hamilton Holdings Corporation
Energy
Second lien (3)(15)
15.00% PIK/Q(41)*
9/12/2019
9/12/2023
5
5
—
—
%
Permian Holdco 3, Inc.
Permian Trust
Energy
First lien (10)(15)
10.00% PIK/Q(41)*
3/30/2021
—
247
—
—
First lien (3)(15)
11.00% (L + 10.00% PIK/M)(41)*
7/23/2020
—
3,409
—
—
—
—
—
%
Total Funded Debt Investments - United States
$
15,307
$
15,841
1.18
%
The accompanying notes are an integral part of these consolidated financial statements.
48
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Equity - United States
TVG-Edmentum Holdings, LLC (24)
Education
Ordinary shares (3)(15)
—
12/11/2020
—
48,899
$
52,711
$
114,934
8.56
%
Sierra Hamilton Holdings Corporation
Energy
Ordinary shares (2)(15)
—
7/31/2017
—
25,000,000
11,501
3,599
Ordinary shares (3)(15)
—
7/31/2017
—
2,786,000
1,282
401
12,783
4,000
0.30
%
Total Shares - United States
$
65,494
$
118,934
8.86
%
Total Non-Controlled/Affiliated Investments
$
80,801
$
134,775
10.04
%
Controlled Investments (44)
Funded Debt Investments - United States
New Benevis Topco, LLC (32)
New Benevis Holdco, Inc.
Healthcare Services
First lien (2)(15)
10.50% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
$
33,133
$
33,133
$
33,133
First lien (8)(15)
10.50% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
8,129
8,129
8,129
First lien (3)(15)
10.50% (L + 2.50% + 7.00% PIK/Q)*
10/6/2020
4/7/2025
3,992
3,992
3,992
Subordinated (3)(15)
12.00% PIK/M*
10/6/2020
10/6/2025
16,556
14,250
13,603
59,504
58,857
4.39
%
UniTek Global Services, Inc.
Business Services
First lien (2)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
12,643
12,643
12,643
First lien (3)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
3/16/2020
8/20/2024
9,363
8,628
9,363
First lien (2)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
2,528
2,528
2,528
First lien (3)(15)
8.50% (L + 5.50% + 2.00% PIK/Q)*
6/29/2018
8/20/2024
1,354
1,208
1,354
Second lien (3)(15)
15.00% PIK/Q*
12/16/2020
2/20/2025
9,970
9,970
9,970
34,977
35,858
2.67
%
Tenawa Resource Holdings LLC (21)
Tenawa Resource Management LLC
Specialty Chemicals & Materials
First lien (3)(15)
14.00% PIK/Q*
12/17/2021
10/30/2026
31,624
18,821
18,821
First lien (3)(15)
10.50% (L + 8.50%/Q)
12/17/2021
10/30/2026
16,000
16,000
16,000
34,821
34,821
2.59
%
The accompanying notes are an integral part of these consolidated financial statements.
49
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
NHME Holdings Corp. (28)
National HME, Inc.
Healthcare Services
Second lien (3)(15)
12.00% PIK/Q*
11/27/2018
5/27/2024
21,016
$
18,816
$
13,030
Second lien (3)(15)
12.00% PIK/Q*
11/27/2018
5/27/2024
15,148
14,621
11,817
33,437
24,847
1.85
%
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy
First lien (3)(15)
18.00% PIK/M*
10/30/2020
12/31/2024
18,216
18,216
18,216
First lien (3)(15)(18) - Drawn
10.00% (L + 9.00% PIK/M)*
10/30/2020
12/31/2024
5,543
5,543
5,543
23,759
23,759
1.77
%
Total Funded Debt Investments - United States
$
186,498
$
178,142
13.27
%
Equity - United States
NMFC Senior Loan Program III LLC**
Investment Fund
Membership interest (3)(15)
—
5/4/2018
—
—
$
140,000
$
140,000
10.43
%
NMFC Senior Loan Program IV LLC**
Investment Fund
Membership interest (3)(15)
—
5/5/2021
—
—
112,400
112,400
8.37
%
NM NL Holdings, L.P.**
Net Lease
Membership interest (7)(15)
—
6/20/2018
—
—
87,203
107,870
8.03
%
New Benevis Topco, LLC (32)
Healthcare Services
Ordinary shares (2)(15)
—
10/6/2020
—
269,027
27,154
34,548
Ordinary shares (8)(15)
—
10/6/2020
—
66,007
6,662
8,476
Ordinary shares (3)(15)
—
10/6/2020
—
60,068
6,105
7,714
39,921
50,738
3.78
%
NM GLCR LP
Net Lease
Membership interest (7)(15)
—
2/1/2018
—
—
14,750
50,687
3.77
%
NM CLFX LP
Net Lease
Membership interest (7)(15)
—
10/6/2017
—
—
12,538
24,676
1.84
%
The accompanying notes are an integral part of these consolidated financial statements.
50
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
UniTek Global Services, Inc.
Business Services
Preferred shares (3)(15)(27)
—
8/17/2018
—
12,697,683
$
12,698
$
11,085
Preferred shares (3)(15)(27)
—
8/29/2019
—
7,546,829
7,547
7,215
Preferred shares (3)(15)(26)(41)
—
6/30/2017
—
19,795,435
19,795
396
Preferred shares (2)(15)(25)(41)
—
1/13/2015
—
29,326,545
26,946
—
Preferred shares (3)(15)(25)(41)
—
1/13/2015
—
8,104,462
7,447
—
Ordinary shares (2)(15)
—
1/13/2015
—
2,096,477
1,925
—
Ordinary shares (3)(15)
—
1/13/2015
—
1,993,749
532
—
76,890
18,696
1.39
%
NM APP US LLC
Net Lease
Membership interest (7)(15)
—
9/13/2016
—
—
5,080
14,891
1.11
%
New Permian Holdco, Inc.
Energy
Ordinary shares (3)(15)
—
10/30/2020
—
100
11,155
11,000
0.82
%
NM YI, LLC
Net Lease
Membership interest (7)(15)
—
9/30/2019
—
—
6,272
8,286
0.62
%
NM DRVT LLC
Net Lease
Membership interest (7)(15)
—
11/18/2016
—
—
5,152
7,984
0.59
%
NM JRA LLC
Net Lease
Membership interest (7)(15)
—
8/12/2016
—
—
2,043
3,996
0.30
%
NHME Holdings Corp. (28)
Healthcare Services
Ordinary shares (3)(15)
—
11/27/2018
—
640,000
4,000
2,000
0.15
%
NM GP Holdco, LLC**
Net Lease
Membership interest (7)(15)
—
6/20/2018
—
—
998
1,197
0.09
%
NM KRLN LLC
Net Lease
Membership interest (7)(15)
—
11/15/2016
—
—
9,222
244
0.02
%
QID TRH Holdings LLC (21)
Tenawa Resource Holdings LLC
Specialty Chemicals & Materials
Ordinary shares (14)(15)
—
10/1/2021
—
80
—
—
Profit Interest (6)(15)
—
10/1/2021
—
5
—
—
—
—
—
%
Total Shares - United States
$
527,624
$
554,665
41.31
%
The accompanying notes are an integral part of these consolidated financial statements.
51
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate (19)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares (17)
Cost
Fair Value
Percent of
Net
Assets
Equity - Canada
NM APP Canada Corp.**
Net Lease
Membership interest (7)(15)
—
9/13/2016
—
—
$
7,345
$
9,422
0.70
%
Total Shares - Canada
$
7,345
$
9,422
0.70
%
Total Shares
$
534,969
$
564,087
42.01
%
Warrants - United States
UniTek Global Services, Inc.
Business Services
Warrants (3)(15)
—
12/16/2020
2/20/2025
8,523
$
—
$
13,081
0.97
%
NHME Holdings Corp. (28)
Healthcare Services
Warrants (3)(15)
—
11/27/2018
—
160,000
1,000
500
0.04
%
Total Warrants - United States
$
1,000
$
13,581
1.01
%
Total Funded Investments
$
722,467
$
755,810
56.29
%
Unfunded Debt Investments - United States
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy
First lien (3)(15)(18) - Undrawn
—
10/30/2020
12/31/2024
$
4,977
$
—
$
—
—
%
Tenawa Resource Holdings LLC (21)
Tenawa Resource Management LLC
Specialty Chemicals & Materials
First lien (3)(15)(18) - Undrawn
—
12/17/2021
10/30/2026
8,000
—
—
—
%
Total Unfunded Debt Investments - United States
$
—
$
—
—
%
Total Controlled Investments
$
722,467
$
755,810
56.29
%
Total Investments
$
3,126,492
$
3,174,364
236.43
%
(1)
New Mountain Finance Corporation (the "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 Company, as the Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower and Wells Fargo Bank, National Association as the Administrative Agent and Collateral Custodian. See Note 7.
Borrowings
, for details.
(3)
Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A. as Lenders. See Note 7.
Borrowings
, for details.
(4)
Investment is held in New Mountain Finance SBIC, L.P.
(5)
Investment is held in New Mountain Finance SBIC II, L.P.
(6)
Investment is held in NMF QID NGL Holdings, Inc.
(7)
Investment is held in New Mountain Net Lease Corporation.
(8)
Investment is pledged as collateral for the DB Credit Facility, a revolving credit facility among New Mountain Finance DB, L.L.C as the Borrower and Deutsche Bank AG, New York Branch as the Facility Agent. See Note 7.
Borrowings
, for details.
(9)
Investment is held in NMF Ancora Holdings, Inc.
(10)
Investment is held in NMF Permian Holdings, LLC
(11)
Investment is held in NMF HB, Inc
(12)
Investment is held in NMF OEC, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
52
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
(13)
Investment is held in NMF Pioneer, Inc
(14)
Investment is held in NMF TRM, LLC.
(15)
The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4.
Fair Value,
for details.
(16)
Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date. As of December 31, 2021, the par value U.S. dollar equivalent of the first lien term loan, drawn first lien term loan and the undrawn first lien term loan is $17,428, $5,103 and $12,884, respectively. See Note 2.
Summary of Significant Accounting Policies
, for details
(17)
Par amount is denominated in United States Dollar unless otherwise noted, British Pound ("£").
(18)
Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(19)
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 the London Interbank Offered Rate (L), the Prime Rate (P), the Sterling Overnight Interbank Average Rate (Sonia), and the alternative base rate (Base) and which resets daily (D), weekly (W), monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2021.
(20)
The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds tranche A first lien term loans and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
(21)
The Company holds investments in multiple entities of Tenawa Resource Holdings LLC. The Company holds 4.6% of the Class B profits interest in QID NGL, LLC (which at closing represented 97% of the ownership in the class B units in QID TRH Holdings, LLC), class A common units of Tenawa Resource Holdings LLC, and holds a tranche A first lien term loan, a tranche B first lien term loan and a first lien revolver in Tenawa Resource Management LLC.
(22)
The Company holds preferred equity in OEC Holdco, LLC, and two second lien term loans in OEConnection LLC, a wholly-owned subsidiary of OEC Holdco, LLC. The preferred equity is entitled to receive prefenential dividends of 11.00% per annum.
(23)
The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The Company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity is entitled to receive preferential dividends at a rate of 11.00% per annum.
(24)
The Company holds ordinary shares in TVG-Edmentum Holdings, LLC, and subordinated notes in Edmentum Ultimate Holdings, LLC, a wholly-owned subsidiary of TVG-Edmentum Holdings, LLC. The ordinary shares are entitled to receive cumulative preferential dividends at a rate of 12.0% per annum.
(25)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 13.5% per annum payable in additional shares.
(26)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 19.0% per annum payable in additional shares.
(27)
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to received cumulative preferential dividends at a rate of 20.0% per annum payable in additional shares.
(28)
The Company holds ordinary shares and warrants in NHME Holdings Corp., as well as second lien term loans in National HME, Inc., a wholly-owned subsidiary of NHME Holdings Corp.
(29)
The Company holds preferred equity in Bach Special Limited (Bach Preference Limited) that is entitled to receive cumulative preferential dividends at a rate of 12.25% per annum payable in additional shares.
(30)
The Company holds preferred equity in Dealer Tire Holdings, LLC that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.
(31)
The Company holds preferred equity in Symplr Software Intermediate Holdings, Inc. that is entitled to receive cumulative preferential dividends at a rate of L + 10.50% per annum.
(32)
The Company holds ordinary shares in New Benevis Topco, LLC, and holds first lien last out term loans and subordinated notes in New Benevis Holdco Inc., a wholly-owned subsidiary of New Benevis Topco, LLC.
(33)
The Company holds ordinary shares in AAC Lender Holdings, LLC and a first lien term loan, first lien revolver and subordinated notes in American Achievement Corporation, a partially-owned subsidiary of AAC Lender Holdings, LLC.
(34)
The Company holds preferred equity in Project Essential Super Parent, LLC that is entitled to receive cumulative preferential dividends at a rate of L + 9.50% per annum.
(35)
The Company holds investments in two wholly-owned subsidiary of Diamond Parent Holdings Corp. The Company holds three first lien term loans and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer Inc. is entitled to receive cumulative preferential dividends at a rate 10.50% per annum.
(36)
The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum
(37)
The Company holds preferred equity in HB Wealth Management, LLC that is entitled to receive cumulative preferential dividends at a rate of 4.00% per annum.
The accompanying notes are an integral part of these consolidated financial statements.
53
Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
(38)
The Company holds ordinary shares in FS WhiteWater Holdings, LLC, and a first lien term loan, a first lien revolver, and two first lien delayed draws in FS WhiteWater Borrwer, LLC, a partially-owned subsidiary of FS WhiteWater Holdings, LLC.
(39)
The Company holds ordinary shares in Pioneer Topco I, L.P., and a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, a wholly-owned subsidiary of Pioneer Topco I, L.P.
(40)
The Company holds ordinary shares in OA Topco, L.P., and a first lien term loan and a first lien revolver in OA Buyer, Inc., a wholly-owned subsidary of OA Topco, L.P.
(41)
Investment or a portion of the investment is on non-accrual status. See Note 3.
Investments
, for details.
(42)
The Company holds one security purchased under a collateralized agreement to resell on its Consolidated Statement of Assets and Liabilities with a cost basis of $30,000 and a fair value of $21,422 as of December 31, 2021. See Note 2. Summary of Significant Accounting Policies, for details.
(43)
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of December 31, 2021 and December 31, 2020 along with transactions during the year ended December 31, 2021 in which the issuer was a non-controlled/affiliated investment is as follows:
Portfolio Company
Fair Value at December 31, 2020
Gross
Additions (A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at December 31, 2021
Interest
Income
Dividend
Income
Other
Income
Permian Holdco 1, Inc. / Permian Holdco 2, Inc. / Permian Holdco 3, Inc. / Permian Trust
$
—
$
225
$
(12,438)
$
(12,213)
$
12,213
$
—
$
—
$
—
$
—
Sierra Hamilton Holdings Corporation
4,776
11
(828)
2
41
4,000
188
—
24
TVG-Edmentum Holdings, LLC / Edmentum Ultimate Holdings, LLC
98,236
5,575
(27,287)
20,549
54,251
130,775
1,825
5,123
321
Total Non-Controlled/Affiliated Investments
$
103,012
$
5,811
$
(40,553)
$
8,338
$
66,505
$
134,775
$
2,013
$
5,123
$
345
(A)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind (“PIK”) interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement at fair value of an existing portfolio company into this category from a different category.
(B)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(in thousands, except shares)
(44) Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote more than 25.0% of the outstanding voting securities of the investment. Fair value as of December 31, 2021 and December 31, 2020 along with transactions during the year ended December 31, 2021 in which the issuer was a controlled investment, is as follows:
Portfolio Company
Fair Value at December 31, 2020
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at December 31, 2021
Interest
Income
Dividend
Income
Other
Income
Edmentum Inc.
$
—
$
—
$
—
$
2,207
$
—
$
—
$
—
$
—
$
1,200
National HME, Inc./NHME Holdings Corp.
27,530
8,094
—
—
(8,277)
27,347
4,594
—
500
New Benevis Topco, LLC / New Benevis Holdco, Inc.
98,442
5,417
—
—
5,736
109,595
6,956
—
1,500
New Permian Holdco, Inc. / New Permian Holdco, L.L.C.
29,336
5,423
—
—
—
34,759
3,522
—
634
NM APP CANADA CORP
12,302
—
—
—
(2,880)
9,422
—
978
—
NM APP US LLC
7,410
—
—
—
7,481
14,891
—
561
—
NM CLFX LP
14,885
—
—
—
9,791
24,676
—
1,521
—
NM DRVT LLC
7,084
—
—
—
900
7,984
—
466
—
NM JRA LLC
3,830
—
—
—
166
3,996
—
268
—
NM GLCR LP
29,130
—
—
—
21,557
50,687
—
1,892
—
NM KRLN LLC
1,501
641
—
—
(1,898)
244
—
—
—
NM NL Holdings, L.P.
67,132
32,757
—
—
7,981
107,870
—
7,414
—
NM GP Holdco, LLC
703
415
—
—
79
1,197
—
52
—
NM YI LLC
6,852
—
—
—
1,434
8,286
—
877
—
NMFC Senior Loan Program I LLC
23,000
10,000
(33,000)
—
—
—
—
741
—
NMFC Senior Loan Program II LLC
79,400
—
(79,400)
—
—
—
—
2,410
—
NMFC Senior Loan Program III LLC
120,000
20,000
—
—
—
140,000
—
16,712
—
NMFC Senior Loan Program IV LLC
—
112,400
—
—
—
112,400
—
7,767
—
Tenawa Resource Management LLC / Tenawa Resource Holdings LLC / QID TRH Holdings LLC (C)
—
64,776
(45,892)
(11,243)
15,937
34,821
845
—
8
UniTek Global Services, Inc.
72,338
6,669
(2,712)
1
(8,660)
67,635
3,880
4,497
738
Total Controlled Investments
$
600,875
$
266,592
$
(161,004)
$
(9,035)
$
49,347
$
755,810
$
19,797
$
46,156
$
4,580
(A)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.
(B)
Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
(C)
Portfolio company moved into the controlled category from the non-controlled/non-affiliated investment category.
* All or a portion of interest contains PIK interest.
** Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2021, 18.0% of the Company’s total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2021
(
in thousands, except shares)
December 31, 2021
Investment Type
Percent of Total
Investments at Fair Value
First lien
52.23
%
Second lien
19.76
%
Subordinated
1.60
%
Equity and other
26.41
%
Total investments
100.00
%
December 31, 2021
Industry Type
Percent of Total
Investments at Fair Value
Software
24.61
%
Business Services
16.19
%
Healthcare Services
16.07
%
Investment Funds (includes investments in joint ventures)
7.95
%
Education
7.89
%
Net Lease
7.22
%
Consumer Services
3.50
%
Distribution & Logistics
3.28
%
Insurance Services
2.37
%
Specialty Chemicals & Materials
1.90
%
Information Technology
1.85
%
Financial Services
1.76
%
Healthcare Information Technology
1.67
%
Energy
1.22
%
Packaging
1.06
%
Federal Services
0.40
%
Business Products
0.33
%
Consumer Products
0.32
%
Industrial Services
0.23
%
Information Services
0.18
%
Total investments
100.00
%
December 31, 2021
Interest Rate Type
Percent of Total
Investments at Fair Value
Floating rates
88.54
%
Fixed rates
11.46
%
Total investments
100.00
%
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Notes to the Consolidated Financial Statements of
New Mountain Finance Corporation
March 31, 2022
(in thousands, except share data)
(unaudited)
Note 1. Formation and Business Purpose
New Mountain Finance Corporation (“NMFC” or the “Company”) is a Delaware corporation that was originally incorporated on June 29, 2010 and completed its initial public offering ("IPO") on May 19, 2011. 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”). 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”). Since NMFC’s IPO, and through March 31, 2022, NMFC raised approximately $926,084 in net proceeds from additional offerings of its common stock.
New Mountain Finance Advisers BDC, L.L.C. (the “Investment Adviser”) is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky and related other vehicles. New Mountain Capital is a firm with a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator”), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations.
The Company has established the following wholly-owned direct and indirect subsidiaries:
•
New Mountain Finance Holdings, L.L.C. ("NMF Holdings") and New Mountain Finance DB, L.L.C. ("NMFDB"), whose assets are used to secure NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;
•
New Mountain Finance SBIC, L.P. ("SBIC I") and New Mountain Finance SBIC II, L.P. ("SBIC II"), who have received licenses from the U.S. Small Business Administration ("SBA") to operate as small business investment companies ("SBICs") under Section 301(c) of the Small Business Investment Act of 1958, as amended (the "1958 Act"), and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP"), and New Mountain Finance SBIC II G.P., L.L.C. ("SBIC II GP"), respectively;
•
NMF Ancora Holdings Inc. ("NMF Ancora"), NMF QID Holdings, Inc. ("NMF QID"), NMF YP Holdings Inc. ("NMF YP"), NMF Permian Holdings LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB"), NMF TRM, LLC ("NMF TRM"), NMF Pioneer, Inc. ("NMF Pioneer") and NMF OEC, Inc. ("NMF OEC") which serve as tax blocker corporations by holding equity or equity-like investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); the Company consolidates its tax blocker corporations for accounting purposes but the tax blocker corporations are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of their ownership of the portfolio companies; and
•
New Mountain Finance Servicing, L.L.C. ("NMF Servicing"), which serves as the administrative agent on certain investment transactions.
New Mountain Net Lease Corporation ("NMNLC") is a majority-owned consolidated subsidiary of the Company, which acquires commercial real estate properties that are subject to "triple net" leases has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.
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 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 the Company invests in the “last out” tranche. In some cases, the Company’s investments may also include equity interests. The Company's 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. Similar to the
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Company, SBIC I's and SBIC II's investment objectives are to generate current income and capital appreciation under the investment criteria used by the Company. However, SBIC I and SBIC II investments must be in SBA-eligible small businesses. The Company’s portfolio may be concentrated in a limited number of industries. As of March 31, 2022, the Company’s top five industry concentrations were software, business services, healthcare services, education and investment funds (which includes the Company's investments in its joint ventures).
Note 2. Summary of Significant Accounting Policies
Basis of accounting
—The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946,
Financial Services—Investment Companies
, (“ASC 946”). NMFC consolidates its wholly-owned direct and indirect subsidiaries: NMF Holdings, NMFDB, NMF Servicing, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP, NMF Permian, NMF HB, NMF TRM, NMF Pioneer and NMF OEC and its majority-owned consolidated subsidiary: NMNLC. For majority-owned consolidated subsidiaries, the third-party equity interest is referred to as non-controlling interest. The net income attributable to non-controlling interests for such subsidiaries is presented as “Net increase (decrease) in net assets resulting from operations related to non-controlling interest” in the Company’s Consolidated Statements of Operations. The portion of shareholders' equity that is attributable to non-controlling interests for such subsidiaries is presented as “Non-controlling interest”, a component of total equity, on the Company’s Consolidated Statements of Assets and Liabilities.
The Company’s consolidated 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 Company’s portfolio investments are not consolidated in the financial statements.
The Company’s interim consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X. Accordingly, the Company’s interim consolidated 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, 2022.
Investments
—The 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 Company’s Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company’s Consolidated Statements of Operations as “Net change in unrealized appreciation (depreciation) of investments” and realizations on portfolio investments reflected in the Company’s Consolidated Statements of Operations as “Net realized gains (losses) on investments”.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the 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 Company’s quarterly valuation procedures are set forth in more detail below:
(1)
Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)
Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.
Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.
For investments other than bonds, the Company looks at the number of quotes readily available and performs the following procedures:
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Table of Contents
i.
Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. The Company will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the Company will use one or more of the methodologies outlined below to determine fair value; and
ii.
Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)
Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.
Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b.
Preliminary valuation conclusions will then be documented and discussed with the Company’s senior management;
c.
If an investment falls into (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Company’s board of directors; and
d.
When deemed appropriate by the Company’s management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
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 a commitment 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 Company’s investments may fluctuate from period to period and the fluctuations could be material.
See Note 3.
Investments
, for further discussion relating to investments.
New Mountain Net Lease Corporation
NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases. NMNLC's investments are disclosed on the Company's Consolidated Schedule of Investments as of March 31, 2022.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11,315. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11,315 and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.
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Table of Contents
Below is certain summarized property information for NMNLC as of March 31, 2022:
Lease
Total
Fair Value as of
Portfolio Company
Tenant
Expiration Date
Location
Square Feet
March 31, 2022
NM NL Holdings LP / NM GP Holdco LLC
Various
Various
Various
Various
$
110,991
NM CLFX LP
Victor Equipment Company
8/31/2033
TX
423
23,247
NM APP US LLC
Plasman Corp, LLC / A-Brite LP
9/30/2033
AL / OH
261
17,872
NM GLCR LP
Arctic Glacier U.S.A.
2/28/2038
CA
48
16,852
NM APP Canada, Corp.
A.P. Plasman, Inc.
9/30/2031
Canada
436
10,002
NM DRVT LLC
FMH Conveyors, LLC
10/31/2031
AR
195
9,023
NM YI, LLC
Young Innovations, Inc.
10/31/2039
IL / MO
212
8,381
NM JRA LLC
J.R. Automation Technologies, LLC
1/31/2031
MI
88
4,223
NM KRLN LLC
None
N/A
MD
95
60
$
200,651
Collateralized agreements or repurchase financings
—The Company follows the guidance in Accounting Standards Codification Topic 860,
Transfers and Servicing—Secured Borrowing and Collateral
(“ASC 860”), when accounting for transactions involving the purchases of securities under collateralized agreements to resell (resale agreements). These transactions are treated as collateralized financing transactions and are recorded at their contracted resale or repurchase amounts, as specified in the respective agreements. Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income. As of March 31, 2022 and December 31, 2021, the Company held one collateralized agreement to resell with a cost basis of $30,000 and $30,000, respectively, and a fair value of $19,401 and $21,422, respectively. The collateralized agreement to resell is on non-accrual. The collateralized agreement to resell is guaranteed by a private hedge fund, PPVA Fund, L.P. The private hedge fund is currently in liquidation under the laws of the Cayman Islands. Pursuant to the terms of the collateralized agreement, the private hedge fund was obligated to repurchase the collateral from the Company at the par value of the collateralized agreement. The private hedge fund has breached its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to the Company, and therefore, the Company does not have full rights and title to the collateral. A claim has been filed with the Cayman Islands joint official liquidators to resolve this matter. The joint official liquidators have recognized the Company’s contractual rights under the collateralized agreement. The Company continues to exercise its rights under the collateralized agreement and continues to monitor the liquidation process of the private hedge fund. The fair value of the collateralized agreement to resell is reflective of the increased risk of the position.
Cash and cash equivalents
—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines 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. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of March 31, 2022 and December 31, 2021.
Revenue recognition
Sales and paydowns of investments:
Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend 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 Company has loans and certain preferred equity investments in the portfolio that contain a payment-in-kind (“PIK”) interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three months ended March 31, 2022 and March 31, 2021, the Company recognized PIK and non-cash interest from investments of $8,523 and $5,838, respectively, and PIK and non-cash dividends from investments of $5,079 and $5,187, respectively.
Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
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Non-accrual income:
Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Other income:
Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. 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 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 Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.
Interest and other financing expenses
—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 7.
Borrowings
, for details.
Deferred financing costs
—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company’s borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 7.
Borrowings
, for details.
Deferred offering costs
—The Company's deferred offering costs consist of fees and expenses incurred in connection with equity offerings and the filing of shelf registration statements. Upon the issuance of shares, offering costs are charged as a direct reduction to net assets. Deferred offering costs are included in other assets on the Company's Consolidated Statements of Assets and Liabilities.
Income taxes
—The Company 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, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its stockholders.
To continue to qualify and be subject to tax as a RIC, the Company 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 U.S. 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 U.S. federal income tax purposes.
For U.S. federal income tax purposes, distributions paid to stockholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.
The Company will be subject to a 4.0% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.
Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for U.S. federal income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and U.S. federal income tax purposes.
For the three months ended March 31, 2022 and March 31, 2021, the Company recognized a total income tax provision of approximately $97 and $116, respectively, for the Company’s consolidated subsidiaries. For the three months ended March 31, 2022 and March 31, 2021, the Company recorded current income tax expense of approximately $95 and $1, respectively, and deferred income tax provision of approximately $2 and $115, respectively.
As of March 31, 2022 and December 31, 2021, the Company had $14 and $13, respectively, of deferred tax liabilities primarily relating to deferred taxes attributable to certain differences between the computation of income for U.S. federal income tax purposes as compared to GAAP.
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Based on its analysis, the Company has determined that there were no uncertain income tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740 ("ASC 740") through December 31, 2021. The 2018 through 2021 tax years remain subject to examination by the U.S. federal, state, and local tax authorities.
Distributions
—Distributions to common stockholders of the Company are recorded on the record date as set by the board of directors. The Company intends to make distributions to its stockholders that will be sufficient to enable the Company to maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income (see Note 5.
Agreements
, for details) on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.
The Company 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 equal to or greater than 110.0% of the last determined net asset value of the shares, the Company 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 the Company's common stock on the NASDAQ Global Select Market (the "NASDAQ") on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NASDAQ or, if no sale is reported for such day, the average of their electronically reported bid and ask 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 net asset value of the shares, the Company 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 the Company'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 the Company's stockholders have been tabulated.
Share repurchase program
—On February 4, 2016, the Company's board of directors authorized a program for the purpose of repurchasing up to $50,000 worth of the Company's common stock (the "Repurchase Program"). Under the Repurchase Program, the Company was permitted, but was not obligated, to repurchase its outstanding common stock in the open market from time to time provided that it complied with the Company's code of ethics and the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. On December 22, 2021, the Company's board of directors extended the Company's Repurchase Program and the Company expects the Repurchase Program to be in place until the earlier of December 31, 2022 or until $50,000 of its outstanding shares of common stock have been repurchased. During the three months ended March 31, 2022 and March 31, 2021, the Company did not repurchase any shares of the Company's common stock. The Company previously repurchased $2,948 of its common stock under the Repurchase Program.
Earnings per share
—The Company's earnings per share ("EPS") amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock outstanding during the period of computation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued, and its related net impact to net assets accounted for, and the additional shares of common stock were dilutive. Diluted EPS reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.
Foreign securities
—The accounting records of the 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 Company isolates 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)" and "Net realized gains (losses)" in the Company's Consolidated Statements of Operations.
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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 Company and cannot be predicted.
Use of estimates
—The preparation of the Company's consolidated 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 Company's consolidated 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.
Note 3. Investments
At March 31, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
Cost
Fair Value
First lien
$
1,785,508
$
1,761,795
Second lien
640,639
606,591
Subordinated
60,651
54,867
Equity and other
732,911
833,712
Total investments
$
3,219,709
$
3,256,965
Investment Cost and Fair Value by Industry
Cost
Fair Value
Software
$
819,267
$
818,621
Business Services
588,296
530,392
Healthcare Services
529,778
513,850
Education
204,701
264,620
Investment Funds (includes investments in joint ventures)
252,400
252,400
Net Lease
135,974
200,651
Consumer Services
154,623
154,093
Distribution & Logistics
106,372
106,522
Specialty Chemicals & Materials
61,347
65,405
Financial Services
60,354
60,723
Information Technology
58,587
58,553
Insurance Services
64,338
57,739
Healthcare Information Technology
53,269
53,400
Energy
48,669
39,726
Packaging
34,724
33,675
Federal Services
12,769
12,758
Business Products
10,765
10,393
Consumer Products
10,283
10,268
Industrial Services
7,352
7,344
Information Services
5,841
5,832
Total investments
$
3,219,709
$
3,256,965
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At December 31, 2021, the Company’s investments consisted of the following:
Investment Cost and Fair Value by Type
Cost
Fair Value
First lien
$
1,682,541
$
1,657,815
Second lien
645,370
627,356
Subordinated
54,996
50,742
Equity and other
743,585
838,451
Total investments
$
3,126,492
$
3,174,364
Investment Cost and Fair Value by Industry
Cost
Fair Value
Software
$
782,714
$
781,304
Business Services
578,635
514,013
Healthcare Services
510,832
509,941
Investment Funds (includes investments in joint ventures)
252,400
252,400
Education
200,895
250,351
Net Lease
150,603
229,253
Consumer Services
111,464
111,140
Distribution & Logistics
106,211
104,112
Insurance Services
76,307
75,094
Specialty Chemicals & Materials
60,295
60,367
Information Technology
58,570
58,553
Financial Services
55,424
55,745
Healthcare Information Technology
52,804
52,946
Energy
47,702
38,759
Packaging
34,763
33,723
Federal Services
12,797
12,790
Business Products
10,764
10,586
Consumer Products
10,218
10,206
Industrial Services
7,368
7,362
Information Services
5,726
5,719
Total investments
$
3,126,492
$
3,174,364
As of March 31, 2022, the Company's aggregate principal amount of its subordinated position and first lien term loans in American Achievement Corporation ("AAC") was $5,230 and $29,403, respectively. During the first quarter of 2021, the Company placed an aggregate principal amount of $5,230 of its subordinated position on non-accrual status. During the third quarter of 2021, the Company placed an aggregate principal amount of $12,677 of its first lien term loans on non-accrual status. As of March 31, 2022, the Company's positions in AAC on non-accrual status had an aggregate cost basis of $12,659, an aggregate fair value of $7,022 and total unearned interest income of $296 for the three months then ended.
During the third quarter of 2021, the Company placed its second lien position in Sierra Hamilton Holdings Corporation ("Sierra") on non-accrual status. As of March 31, 2022, the Company's second lien position in Sierra had an aggregate cost basis of $5, an aggregate fair value of $0, and total unearned interest income of $0 for the three months then ended.
During the first quarter of 2020, the Company placed its junior preferred shares in UniTek Global Services, Inc. ("UniTek") on non-accrual status. As of March 31, 2022, the Company's junior preferred shares in UniTek had an aggregate cost basis of $34,393, an aggregate fair value of $0 and total unearned dividend income of $1,594 for the three months then ended. During the third quarter of 2021, the Company placed an aggregate principal amount of $19,795 of its investment in the senior preferred shares of UniTek on non-accrual status. As of March 31, 2022, the Company's senior preferred shares in
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UniTek had an aggregate cost basis of $19,795, an aggregate fair value of approximately $3,632 and total unearned dividend income of approximately $1,084 for the three months then ended.
During the first quarter of 2018, the Company placed its first lien positions in Education Management II LLC ("EDMC") on non-accrual status as EDMC announced its intention to wind down and liquidate the business. As of March 31, 2022, the Company's investment in EDMC, which was placed on non-accrual status, represented an aggregate cost basis of $956, an aggregate fair value of $0 and total unearned interest income of $4 for the three months then ended.
As of March 31, 2022, the Company had unfunded commitments on revolving credit facilities and bridge facilities of $94,031 and $0, respectively. As of March 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $144,268. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of March 31, 2022.
As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities and bridge facilities of $86,989 and $0, respectively. As of December 31, 2021, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $128,446. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of December 31, 2021.
PPVA Black Elk (Equity) LLC
On May 3, 2013, the Company entered into a collateralized securities purchase and put agreement (the “SPP Agreement”) with a private hedge fund. Under the SPP Agreement, the Company purchased twenty million Class E Preferred Units of Black Elk Energy Offshore Operations, LLC (“Black Elk”) for $20,000 with a corresponding obligation of the private hedge fund, PPVA Black Elk (Equity) LLC, to repurchase the preferred units for $20,000 plus other amounts due under the SPP Agreement. The majority owner of Black Elk was the private hedge fund. In August 2014, the Company received a payment of $20,540, the full amount due under the SPP Agreement.
In August 2017, a trustee (the “Trustee”) for Black Elk informed the Company that the Trustee intended to assert a fraudulent conveyance claim (the “Claim”) against the Company and one of its affiliates seeking the return of the $20,540 repayment. Black Elk filed a Chapter 11 bankruptcy petition pursuant to the U.S. Bankruptcy Code in August 2015. The Trustee alleged that individuals affiliated with the private hedge fund conspired with Black Elk and others to improperly use proceeds from the sale of certain Black Elk assets to repay, in August 2014, the private hedge fund’s obligation to the Company under the SPP Agreement. The Company was unaware of these claims at the time the repayment was received. The private hedge fund is currently in liquidation under the laws of the Cayman Islands.
On December 22, 2017, the Company settled the Trustee’s $20,540 Claim for $16,000 and filed a claim with the Cayman Islands joint official liquidators of the private hedge fund for $16,000 that is owed to the Company under the SPP Agreement. The SPP Agreement was restored and is in effect since repayment has not been made. The Company continues to exercise its rights under the SPP Agreement and continues to monitor the liquidation process of the private hedge fund. During the year ended December 31, 2018, the Company received a $1,500 payment from its insurance carrier in respect to the settlement. As of March 31, 2022 and December 31, 2021, the SPP Agreement has a cost basis of $14,500 and $14,500, respectively, and a fair value of $9,377 and $10,354, respectively, which is reflective of the higher inherent risk in this transaction.
NMFC Senior Loan Program III LLC
NMFC Senior Loan Program III LLC ("SLP III") was formed as a Delaware limited liability company and commenced operations on April 25, 2018. SLP III is structured as a private joint venture investment fund between the Company and SkyKnight Income II, LLC (“SkyKnight II”) and operates under a limited liability company agreement (the "SLP III Agreement"). The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within the Company's core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP III, which has equal representation from the Company and SkyKnight II. SLP III has a five year investment period and will continue in existence until April 25, 2025. The investment period may be extended for up to one year pursuant to certain terms of the SLP III Agreement.
SLP III is capitalized with equity contributions which are called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III. As of March 31, 2022, the Company and SkyKnight II have committed and contributed $140,000 and $35,000, respectively, of equity to SLP III. The Company’s investment in SLP III is disclosed on the Company’s Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021.
On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on January 8, 2026. Effective July 8, 2021, the reinvestment period was extended to July 8, 2024. As of the most recent amendment on July 8, 2021, during the reinvestment period the credit facility bears interest at a rate of the London Interbank Offered Rate
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("LIBOR") plus 1.60% and after the reinvestment period it will bear interest at a rate of LIBOR plus 1.90%. Prior to July 8, 2021, the credit facility bore interest at a rate of LIBOR plus 1.70%. Effective November 23, 2020, SLP III's revolving credit facility has a maximum borrowing capacity of $525,000. As of March 31, 2022 and December 31, 2021, SLP III had total investments with an aggregate fair value of approximately $695,232 and $702,148, respectively, and debt outstanding under its credit facility of $517,600 and $510,900, respectively. As of March 31, 2022 and December 31, 2021, none of SLP III's investments were on non-accrual. Additionally, as of March 31, 2022 and December 31, 2021, SLP III had unfunded commitments in the form of delayed draws of $4,852 and $4,569, respectively.
Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
First lien investments (1)
$
708,344
$
709,517
Weighted average interest rate on first lien investments (2)
4.70
%
4.50
%
Number of portfolio companies in SLP III
81
80
Largest portfolio company investment (1)
$
23,428
$
23,489
Total of five largest portfolio company investments (1)
$
95,258
$
95,504
(1)
Reflects principal amount or par value of investment.
(2)
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
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The following table is a listing of the individual investments in SLP III's portfolio as of March 31, 2022:
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Funded Investments - First lien
ADMI Corp. (aka Aspen Dental)
Healthcare Services
4.00% (L + 3.50%)
12/23/2027
$
2,418
$
2,408
$
2,394
Advisor Group Holdings, Inc.
Financial Services
4.96% (L + 4.50%)
7/31/2026
9,775
9,742
9,724
AG Parent Holdings, LLC
Healthcare Services
5.46% (L + 5.00%)
7/31/2026
12,219
12,178
12,037
Artera Services, LLC
Distribution & Logistics
4.51% (L + 3.50%)
3/6/2025
6,890
6,847
6,509
Aston FinCo S.a.r.l. / Aston US Finco, LLC
Software
4.71% (L + 4.25%)
10/9/2026
5,880
5,840
5,832
athenahealth Group Inc.
Healthcare I.T.
4.00% (SOFR + 3.50%)
2/15/2029
3,235
3,219
3,208
BCPE Empire Holdings, Inc.
Distribution & Logistics
4.46% (L + 4.00%)
6/11/2026
4,291
4,264
4,259
Bearcat Buyer, Inc.
Healthcare Services
5.26% (L + 4.25%)
7/9/2026
19,405
19,342
19,405
Bearcat Buyer, Inc.
Healthcare Services
5.26% (L + 4.25%)
7/9/2026
4,023
4,008
4,023
Bella Holding Company, LLC
Healthcare Services
4.50% (L + 3.75%)
5/10/2028
2,255
2,235
2,234
Bluefin Holding, LLC
Software
4.76% (L + 4.25%)
9/4/2026
9,775
9,677
9,775
Bluefin Holding, LLC
Software
6.00% (L + 5.00%)
9/4/2026
2,582
2,544
2,543
Bracket Intermediate Holding Corp.
Healthcare Services
4.47% (L + 4.25%)
9/5/2025
14,475
14,436
14,384
Brave Parent Holdings, Inc.
Software
4.46% (L + 4.00%)
4/18/2025
4,336
4,328
4,280
Cano Health, LLC
Healthcare Services
4.51% (SOFR + 4.00%)
11/23/2027
10,312
10,275
10,183
Cardinal Parent, Inc.
Software
5.25% (L + 4.50%)
11/12/2027
6,967
6,879
6,960
CE Intermediate I, LLC
Software
4.50% (L + 4.00%)
11/10/2028
11,003
10,929
10,893
CentralSquare Technologies, LLC
Software
4.76% (L + 3.75%)
8/29/2025
14,512
14,493
13,743
CHA Holdings, Inc.
Business Services
5.51% (L + 4.50%)
4/10/2025
964
964
964
CommerceHub, Inc.
Software
5.01% (L + 4.00%)
12/29/2027
5,760
5,736
5,602
Confluent Health, LLC
Healthcare Services
4.50% (L + 4.00%)
11/30/2028
12,053
11,994
11,948
Confluent Health, LLC
Healthcare Services
6.50% (P + 3.00%)
11/30/2028
171
170
170
Confluent Medical Technologies, Inc.
Healthcare Products
4.25% (SOFR + 3.75%)
2/16/2029
7,000
6,965
6,873
Cornerstone OnDemand, Inc.
Software
4.25% (L + 3.75%)
10/16/2028
4,546
4,524
4,506
Covenant Surgical Partners, Inc.
Healthcare Services
4.45% (L + 4.00%)
7/1/2026
9,753
9,690
9,619
Covenant Surgical Partners, Inc.
Healthcare Services
4.46% (L + 4.00%)
7/1/2026
2,000
1,983
1,973
CRCI Longhorn Holdings, Inc.
Business Services
3.73% (L + 3.50%)
8/8/2025
14,475
14,438
14,131
Dealer Tire, LLC
Distribution & Logistics
4.71% (L + 4.25%)
12/12/2025
9,775
9,759
9,711
DG Investment Intermediate Holdings 2, Inc.
Business Services
4.25% (L + 3.50%)
3/31/2028
7,444
7,417
7,381
Dispatch Acquisition Holdings, LLC
Industrial Services
5.26% (L + 4.25%)
3/27/2028
14,098
13,942
13,816
Drilling Info Holdings, Inc.
Business Services
4.71% (L + 4.25%)
7/30/2025
18,339
18,291
18,202
EAB Global, Inc.
Education
4.00% (L + 3.50%)
8/16/2028
4,239
4,220
4,204
Energize Holdco LLC
Business Services
4.25% (L + 3.75%)
12/8/2028
12,582
12,521
12,413
eResearchTechnology, Inc.
Healthcare Services
5.50% (L + 4.50%)
2/4/2027
7,327
7,299
7,306
EyeCare Partners, LLC
Healthcare Services
4.76% (L + 3.75%)
2/18/2027
14,723
14,709
14,563
Foundational Education Group, Inc.
Education
4.75% (L + 4.25%)
8/31/2028
9,476
9,388
9,476
Frontline Technologies Intermediate Holdings, LLC
Software
6.25% (L + 5.25%)
9/18/2023
6,432
6,432
6,432
Frontline Technologies Intermediate Holdings, LLC
Software
6.25% (L + 5.25%)
9/18/2023
2,008
2,007
2,007
Greenway Health, LLC
Healthcare I.T.
5.25% (L + 3.75%)
2/16/2024
14,332
14,336
13,449
Heartland Dental, LLC
Healthcare Services
3.96% (L + 3.50%)
4/30/2025
18,303
18,258
18,127
Help/Systems Holdings, Inc.
Software
4.75% (L + 4.00%)
11/19/2026
18,208
18,072
18,060
Higginbotham Insurance Agency, Inc.
Insurance Services
6.25% (L + 5.50%)
11/25/2026
9,148
9,076
9,148
HighTower Holding, LLC
Financial Services
4.75% (L + 4.00%)
4/21/2028
4,814
4,771
4,766
Idera, Inc.
Software
4.50% (L + 3.75%)
3/2/2028
15,924
15,911
15,665
Kestra Advisor Services Holdings A, Inc.
Financial Services
5.26% (L + 4.25%)
6/3/2026
12,027
11,972
11,914
LI Group Holdings, Inc.
Software
5.25% (L + 3.75%)
3/11/2028
4,608
4,598
4,577
LSCS Holdings, Inc.
Healthcare Services
5.00% (L + 4.50%)
12/16/2028
7,625
7,588
7,552
Mamba Purchaser, Inc.
Healthcare Services
4.25% (L + 3.75%)
10/16/2028
5,773
5,746
5,718
Maverick Bidco Inc.
Software
4.50% (L + 3.75%)
5/18/2028
3,990
3,972
3,991
Mavis Tire Express Services Topco Corp.
Retail
4.75% (L + 4.00%)
5/4/2028
4,206
4,187
4,185
MED ParentCo, LP
Healthcare Services
4.71% (L + 4.25%)
8/31/2026
12,686
12,605
12,578
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Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Mercury Borrower, Inc.
Business Services
4.00% (L + 3.50%)
8/2/2028
$
4,200
$
4,179
$
4,176
MH Sub I, LLC (Micro Holding Corp.)
Software
4.75% (L + 3.75%)
9/13/2024
10,777
10,752
10,692
National Intergovernmental Purchasing Alliance Company
Business Services
4.51% (L + 3.50%)
5/23/2025
8,540
8,538
8,419
Navex Topco, Inc.
Software
3.71% (L + 3.25%)
9/5/2025
16,980
16,890
16,818
Netsmart, Inc.
Healthcare I.T.
4.75% (L + 4.00%)
10/1/2027
3,970
3,970
3,955
Newport Group Holdings II, Inc.
Business Services
4.51% (L + 3.50%)
9/12/2025
4,825
4,812
4,816
Outcomes Group Holdings, Inc.
Healthcare Services
3.60% (L + 3.25%)
10/24/2025
3,357
3,352
3,288
Pearls (Netherlands) Bidco B.V.
Specialty Chemicals & Materials
4.50% (SOFR + 4.00%)
2/26/2029
1,741
1,736
1,709
Peraton Corp.
Federal Services
4.50% (L + 3.75%)
2/1/2028
7,291
7,259
7,241
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)
Consumer Services
4.25% (L + 3.50%)
2/14/2025
5,704
5,701
5,677
Physician Partners, LLC
Healthcare Services
4.50% (SOFR + 4.00%)
12/23/2028
8,116
8,035
8,040
Planview Parent, Inc.
Software
5.01% (L + 4.00%)
12/17/2027
7,899
7,832
7,820
Premise Health Holding Corp.
Healthcare Services
4.51% (L + 3.50%)
7/10/2025
7,463
7,444
7,407
Project Ruby Ultimate Parent Corp.
Healthcare I.T.
4.00% (L + 3.25%)
3/10/2028
11,385
11,334
11,274
RealPage, Inc.
Business Services
3.75% (L + 3.25%)
4/24/2028
13,930
13,899
13,794
RLG Holdings, LLC
Packaging
5.00% (L + 4.25%)
7/7/2028
5,829
5,802
5,793
Sierra Enterprises, LLC
Food & Beverage
5.00% (L + 4.00%)
11/11/2024
2,400
2,399
2,358
Snap One Holdings Corp.
Distribution & Logistics
5.51% (L + 4.50%)
12/8/2028
6,672
6,608
6,639
Sovos Brands Intermediate, Inc.
Food & Beverage
4.25% (L + 3.50%)
6/8/2028
9,430
9,408
9,352
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)
Education
5.26% (L + 4.25%)
7/30/2025
12,027
12,011
11,696
Storable, Inc.
Software
4.05% (SOFR + 3.50%)
4/17/2028
3,852
3,844
3,811
Symplr Software, Inc.
Healthcare I.T.
5.25% (SOFR + 4.50%)
12/22/2027
15,840
15,715
15,642
Syndigo LLC
Software
5.25% (L + 4.50%)
12/15/2027
14,850
14,756
14,850
Therapy Brands Holdings LLC
Healthcare I.T.
4.79% (L + 4.00%)
5/18/2028
3,391
3,376
3,370
Thermostat Purchaser III, Inc.
Business Services
5.25% (L + 4.50%)
8/31/2028
5,938
5,911
5,894
TIBCO Software Inc.
Software
4.21% (L + 3.75%)
6/30/2026
7,558
7,545
7,522
Trader Interactive, LLC (fka Dominion Web Solutions LLC)
Business Services
4.50% (L + 4.00%)
7/28/2028
4,647
4,625
4,600
Unified Women's Healthcare, LP
Healthcare Services
5.00% (L + 4.25%)
12/20/2027
9,925
9,860
9,848
Valcour Packaging, LLC
Packaging
4.25% (L + 3.75%)
10/4/2028
4,539
4,525
4,448
Vetcor Professional Practices LLC
Consumer Services
5.05% (L + 4.25%)
7/2/2025
6,963
6,837
6,872
VT Topco, Inc.
Business Services
4.26% (L + 3.25%)
8/1/2025
2,759
2,759
2,721
VT Topco, Inc.
Business Services
4.76% (L + 3.75%)
8/1/2025
847
843
840
Waystar Technologies, Inc.
Healthcare Services
4.46% (L + 4.00%)
10/22/2026
4,056
4,048
4,051
WP CityMD Bidco LLC
Healthcare Services
3.75% (L + 3.25%)
12/22/2028
9,180
9,117
9,139
Wrench Group LLC
Consumer Services
5.01% (L + 4.00%)
4/30/2026
7,884
7,866
7,835
YI, LLC
Healthcare Services
5.00% (L + 4.00%)
11/7/2024
9,565
9,561
9,452
Total Funded Investments
$
703,492
$
700,334
$
695,272
Unfunded Investments - First lien
athenahealth Group Inc.
Healthcare I.T.
—
1/26/2024
$
548
$
—
$
(5)
Confluent Health, LLC
Healthcare Services
—
11/30/2023
2,466
(12)
(22)
Therapy Brands Holdings LLC
Healthcare I.T.
—
5/18/2023
735
—
(5)
Thermostat Purchaser III, Inc.
Business Services
—
8/31/2023
1,047
—
(8)
VT Topco, Inc.
Business Services
—
8/1/2023
56
—
—
Total Unfunded Investments
$
4,852
$
(12)
$
(40)
Total Investments
$
708,344
$
700,322
$
695,232
(1)
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 the LIBOR (L), the Prime Rate (P), Secured Overnight Financing Rate (SOFR), and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of March 31, 2022.
(2)
Represents the fair value in accordance with Accounting Standards Codification Topic 820,
Fair Value Measurement and Disclosures
("ASC 820"). The Company's board of directors does not determine the fair value of the investments held by SLP III.
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Table of Contents
The following table is a listing of the individual investments in SLP III's portfolio as of December 31, 2021:
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Funded Investments - First lien
ADMI Corp. (aka Aspen Dental)
Healthcare Services
4.00% (L + 3.50%)
12/23/2027
$
2,424
$
2,413
$
2,424
Advisor Group Holdings, Inc.
Financial Services
4.60% (L + 4.50%)
7/31/2026
9,800
9,766
9,832
AG Parent Holdings, LLC
Healthcare Services
5.10% (L + 5.00%)
7/31/2026
12,250
12,207
12,227
Artera Services, LLC
Distribution & Logistics
4.50% (L + 3.50%)
3/6/2025
6,907
6,861
6,706
Aston FinCo S.a.r.l. / Aston US Finco, LLC
Software
4.35% (L + 4.25%)
10/9/2026
5,895
5,853
5,877
BCPE Empire Holdings, Inc.
Distribution & Logistics
4.10% (L + 4.00%)
6/11/2026
4,302
4,273
4,278
Bearcat Buyer, Inc.
Healthcare Services
5.25% (L + 4.25%)
7/9/2026
19,456
19,388
19,455
Bearcat Buyer, Inc.
Healthcare Services
5.25% (L + 4.25%)
7/9/2026
4,033
4,018
4,033
Bella Holding Company, LLC
Healthcare Services
4.50% (L + 3.75%)
5/10/2028
2,260
2,240
2,262
Bluefin Holding, LLC
Software
4.43% (L + 4.25%)
9/4/2026
9,800
9,696
9,800
Bracket Intermediate Holding Corp.
Healthcare Services
4.38% (L + 4.25%)
9/5/2025
14,513
14,471
14,498
Brave Parent Holdings, Inc.
Software
4.10% (L + 4.00%)
4/18/2025
4,347
4,339
4,352
Cano Health, LLC
Healthcare Services
5.25% (L + 4.50%)
11/23/2027
6,948
6,910
6,961
Cardinal Parent, Inc.
Software
5.25% (L + 4.50%)
11/12/2027
6,985
6,893
6,977
CE Intermediate I, LLC
Software
4.50% (L + 4.00%)
11/10/2028
11,004
10,927
10,934
CentralSquare Technologies, LLC
Software
3.97% (L + 3.75%)
8/29/2025
14,550
14,529
13,761
CHA Holdings, Inc.
Business Services
5.50% (L + 4.50%)
4/10/2025
967
967
967
CommerceHub, Inc.
Software
4.75% (L + 4.00%)
12/29/2027
5,775
5,750
5,724
Community Brands ParentCo, LLC (f.k.a Ministry Brands, LLC)
Software
5.00% (L + 4.00%)
12/2/2022
2,985
2,969
2,985
Community Brands ParentCo, LLC (f.k.a Ministry Brands, LLC)
Software
5.00% (L + 4.00%)
12/2/2022
4,455
4,450
4,455
Community Brands ParentCo, LLC (f.k.a Ministry Brands, LLC)
Software
5.00% (L + 4.00%)
12/2/2022
862
861
862
Confluent Health, LLC
Healthcare Services
4.50% (L + 4.00%)
11/30/2028
12,054
11,993
12,053
Cornerstone OnDemand, Inc.
Software
4.25% (L + 3.75%)
10/16/2028
4,545
4,523
4,541
Covenant Surgical Partners, Inc.
Healthcare Services
4.10% (L + 4.00%)
7/1/2026
9,777
9,711
9,655
Covenant Surgical Partners, Inc.
Healthcare Services
4.10% (L + 4.00%)
7/1/2026
2,000
1,980
1,975
CRCI Longhorn Holdings, Inc.
Business Services
3.60% (L + 3.50%)
8/8/2025
14,513
14,471
14,408
Dealer Tire, LLC
Distribution & Logistics
4.35% (L + 4.25%)
12/12/2025
9,800
9,783
9,817
DG Investment Intermediate Holdings 2, Inc.
Business Services
4.25% (L + 3.50%)
3/31/2028
7,463
7,435
7,471
Dispatch Acquisition Holdings, LLC
Industrial Services
5.00% (L + 4.25%)
3/27/2028
14,133
13,970
14,124
Drilling Info Holdings, Inc.
Business Services
4.35% (L + 4.25%)
7/30/2025
18,387
18,335
18,249
EAB Global, Inc.
Education
4.00% (L + 3.50%)
8/16/2028
4,250
4,230
4,234
Energize Holdco LLC
Business Services
4.25% (L + 3.75%)
12/8/2028
12,582
12,519
12,550
eResearchTechnology, Inc.
Healthcare Services
5.50% (L + 4.50%)
2/4/2027
7,345
7,316
7,388
EyeCare Partners, LLC
Healthcare Services
3.97% (L + 3.75%)
2/18/2027
14,760
14,745
14,678
Foundational Education Group, Inc.
Education
4.75% (L + 4.25%)
8/31/2028
9,500
9,408
9,524
Frontline Technologies Intermediate Holdings, LLC
Software
6.25% (L + 5.25%)
9/18/2023
6,448
6,448
6,448
Frontline Technologies Intermediate Holdings, LLC
Software
6.25% (L + 5.25%)
9/18/2023
2,012
2,012
2,012
Greenway Health, LLC
Healthcare I.T.
4.75% (L + 3.75%)
2/16/2024
14,369
14,374
13,790
Heartland Dental, LLC
Healthcare Services
3.60% (L + 3.50%)
4/30/2025
18,350
18,302
18,191
Help/Systems Holdings, Inc.
Software
4.75% (L + 4.00%)
11/19/2026
18,254
18,112
18,214
Higginbotham Insurance Agency, Inc.
Insurance Services
6.25% (L + 5.50%)
11/25/2026
9,170
9,096
9,239
HighTower Holding, LLC
Financial Services
4.75% (L + 4.00%)
4/21/2028
4,826
4,781
4,838
Idera, Inc.
Software
4.50% (L + 3.75%)
3/2/2028
15,964
15,951
15,997
Kestra Advisor Services Holdings A, Inc.
Financial Services
4.36% (L + 4.25%)
6/3/2026
12,058
12,000
11,998
LI Group Holdings, Inc.
Software
4.50% (L + 3.75%)
3/11/2028
4,620
4,610
4,620
LSCS Holdings, Inc.
Healthcare Services
5.00% (L + 4.50%)
12/16/2028
7,644
7,605
7,663
Mamba Purchaser, Inc.
Healthcare Services
4.25% (L + 3.75%)
10/16/2028
5,773
5,745
5,777
Maravai Intermediate Holdings, LLC
Specialty Chemicals & Materials
4.75% (L + 3.75%)
10/19/2027
2,939
2,914
2,956
Maverick Bidco Inc.
Software
4.50% (L + 3.75%)
5/18/2028
4,000
3,982
4,008
Mavis Tire Express Services Topco Corp.
Retail
4.75% (L + 4.00%)
5/4/2028
4,216
4,197
4,224
MED ParentCo, LP
Healthcare Services
4.35% (L + 4.25%)
8/31/2026
12,718
12,633
12,727
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Table of Contents
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Mercury Borrower, Inc.
Business Services
4.00% (L + 3.50%)
8/2/2028
$
4,211
$
4,189
$
4,204
MH Sub I, LLC (Micro Holding Corp.)
Software
4.75% (L + 3.75%)
9/13/2024
10,804
10,777
10,842
National Intergovernmental Purchasing Alliance Company
Business Services
3.72% (L + 3.50%)
5/23/2025
8,540
8,538
8,526
Navex Topco, Inc.
Software
3.36% (L + 3.25%)
9/5/2025
17,024
16,927
16,946
Netsmart, Inc.
Healthcare I.T.
4.75% (L + 4.00%)
10/1/2027
3,980
3,980
3,992
Newport Group Holdings II, Inc.
Business Services
3.72% (L + 3.50%)
9/12/2025
4,838
4,824
4,835
Outcomes Group Holdings, Inc.
Healthcare Services
3.47% (L + 3.25%)
10/24/2025
3,366
3,361
3,335
Peraton Corp.
Federal Services
4.50% (L + 3.75%)
2/1/2028
7,444
7,410
7,460
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)
Consumer Services
4.25% (L + 3.50%)
2/14/2025
5,719
5,716
5,726
Planview Parent, Inc.
Software
4.75% (L + 4.00%)
12/17/2027
7,919
7,850
7,929
Premise Health Holding Corp.
Healthcare Services
3.72% (L + 3.50%)
7/10/2025
7,483
7,462
7,455
Project Ruby Ultimate Parent Corp.
Healthcare I.T.
4.00% (L + 3.25%)
3/10/2028
11,414
11,361
11,407
Quest Software US Holdings Inc.
Software
4.38% (L + 4.25%)
5/16/2025
14,550
14,511
14,555
RealPage, Inc.
Business Services
3.75% (L + 3.25%)
4/24/2028
13,965
13,933
13,941
RLG Holdings, LLC
Packaging
5.00% (L + 4.25%)
7/7/2028
5,844
5,816
5,841
Sierra Enterprises, LLC
Food & Beverage
5.00% (L + 4.00%)
11/11/2024
2,406
2,405
2,406
Snap One Holdings Corp.
Distribution & Logistics
5.00% (L + 4.50%)
12/8/2028
6,672
6,606
6,664
Sovos Brands Intermediate, Inc.
Food & Beverage
4.50% (L + 3.75%)
6/8/2028
9,429
9,407
9,437
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)
Education
4.47% (L + 4.25%)
7/30/2025
12,058
12,041
11,666
Storable, Inc.
Software
3.75% (L + 3.25%)
4/17/2028
3,862
3,853
3,854
Symplr Software, Inc.
Healthcare I.T.
5.25% (L + 4.50%)
12/22/2027
15,880
15,750
15,938
Syndigo LLC
Software
5.25% (L + 4.50%)
12/15/2027
14,888
14,790
14,925
Therapy Brands Holdings LLC
Healthcare I.T.
4.75% (L + 4.00%)
5/18/2028
3,400
3,384
3,400
Thermostat Purchaser III, Inc.
Business Services
5.25% (L + 4.50%)
8/31/2028
5,953
5,924
5,953
TIBCO Software Inc.
Software
3.86% (L + 3.75%)
6/30/2026
7,577
7,563
7,535
Trader Interactive, LLC (fka Dominion Web Solutions LLC)
Business Services
4.50% (L + 4.00%)
46962
4,910
4,886
4,904
Unified Women's Healthcare, LP
Healthcare Services
5.00% (L + 4.25%)
46741
9,950
9,883
9,984
Valcour Packaging, LLC
Packaging
4.25% (L + 3.75%)
10/4/2028
4,538
4,524
4,538
VetCor Professional Practices LLC
Consumer Services
5.00% (L + 4.25%)
7/2/2025
6,980
6,846
6,922
VT Topco, Inc.
Business Services
3.35% (L + 3.25%)
8/1/2025
2,766
2,766
2,748
VT Topco, Inc.
Business Services
4.50% (L + 3.75%)
8/1/2025
849
845
844
Waystar Technologies, Inc.
Healthcare Services
4.10% (L + 4.00%)
10/22/2026
4,066
4,058
4,069
WP CityMD Bidco LLC
Healthcare Services
3.75% (L + 3.25%)
12/22/2028
9,180
9,136
9,182
Wrench Group LLC
Consumer Services
4.22% (L + 4.00%)
4/30/2026
7,905
7,886
7,905
YI, LLC
Healthcare Services
5.00% (L + 4.00%)
11/7/2024
9,590
9,586
9,542
Total Funded Investments
704,948
701,756
702,149
Unfunded Investments - First lien
Confluent Health, LLC
Healthcare Services
—
11/30/2023
2,638
(13)
—
Therapy Brands Holdings LLC
Healthcare I.T.
—
5/18/2023
735
—
—
Thermostat Purchaser III, Inc.
Business Services
—
8/31/2023
1,047
—
—
VT Topco, Inc.
Business Services
—
8/1/2023
149
—
(1)
$
4,569
$
(13)
$
(1)
$
709,517
$
701,743
$
702,148
(1)
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 the LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of December 31, 2021.
(2)
Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP III.
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Table of Contents
Below is certain summarized financial information for SLP III as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and March 31, 2021:
Selected Balance Sheet Information:
March 31, 2022
December 31, 2021
Investments at fair value (cost of $700,322 and $701,743)
$
695,232
$
702,148
Cash and other assets
11,732
16,505
Receivable from unsettled securities sold
—
7,351
Total assets
$
706,964
$
726,004
Credit facility
$
517,600
$
510,900
Deferred financing costs (net of accumulated amortization of $3,708 and $3,338, respectively)
(2,827)
(3,198)
Payable for unsettled securities purchased
13,950
34,552
Distribution payable
5,797
5,031
Other liabilities
2,318
2,378
Total liabilities
536,838
549,663
Members' capital
$
170,126
$
176,341
Total liabilities and members' capital
$
706,964
$
726,004
Selected Statement of Operations Information:
Three Months Ended
March 31, 2022
March 31, 2021
Interest income
$
7,930
$
7,371
Other income
130
103
Total investment income
8,060
7,474
Interest and other financing expenses
2,751
2,584
Other expenses
219
171
Total expenses
2,970
2,755
Net investment income
5,090
4,719
Net realized (losses) gains on investments
(13)
213
Net change in unrealized (depreciation) appreciation of investments
(5,495)
4,809
Net (decrease) increase in members' capital
$
(418)
$
9,741
For the three months ended March 31, 2022 and March 31, 2021, the Company earned approximately $4,638 and $4,527 respectively, of dividend income related to SLP III, which is included in dividend income. As of March 31, 2022 and December 31, 2021, approximately $4,638 and $4,025, respectively, of dividend income related to SLP III was included in interest and dividend receivable.
The Company has determined that SLP III is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLP III.
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Table of Contents
NMFC Senior Loan Program IV LLC
NMFC Senior Loan Program IV LLC ("SLP IV") was formed as a Delaware limited liability company on April 6, 2021, and commenced operations on May 5, 2021. SLP IV is structured as a private joint venture investment fund between the Company and SkyKnight Income Alpha, LLC ("SkyKnight Alpha") and operates under the First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC (the "SLP IV Agreement"). Upon the effectiveness of the SLP IV Agreement dated May 5, 2021, the members contributed their respective membership interests in NMFC Senior Loan Program I LLC ("SLP I") and NMFC Senior Loan Program II LLC ("SLP II") to SLP IV. Immediately following the contribution of their membership interests, SLP I and SLP II became wholly-owned subsidiaries of SLP IV.
The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within the Company's core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP IV, which has equal representation from the Company and SkyKnight Alpha. SLP IV has a five year investment period and will continue in existence until May 5, 2028. The investment period may be extended for up to one year pursuant to certain terms of the SLP IV Agreement.
SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of March 31, 2022, the Company and SkyKnight Alpha have transferred and contributed $112,400 and $30,600, respectively, of their membership interests in SLP I and SLP II to SLP IV. The Company’s investment in SLP IV is disclosed on the Company’s Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021.
On May 5, 2021, SLP IV entered into a $370,000 revolving credit facility with Wells Fargo Bank, National Association which matures on May 5, 2026 and bears interest at a rate of LIBOR plus 1.60% per annum. As of March 31, 2022 and December 31, 2021, SLP IV had total investments with an aggregate fair value of approximately $496,516 and $504,948, respectively, and debt outstanding under its credit facility of $359,637 and $360,137, respectively. As of March 31, 2022 and December 31, 2021, none of SLP IV’s investments were on non-accrual. Additionally, as of March 31, 2022 and December 31, 2021, SLP IV had unfunded commitments in the form of delayed draws of $4,815 and $6,103, respectively.
Below is a summary of SLP IV's consolidated portfolio, along with a listing of the individual investments in SLP IV's consolidated portfolio as of March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
First lien investments (1)
$
507,457
513,298
Weighted average interest rate on first lien investments (2)
4.79
%
4.64
%
Number of portfolio companies in SLP IV
72
68
Largest portfolio company investment (1)
$
22,157
22,215
Total of five largest portfolio company investments (1)
$
94,595
99,875
(1)
Reflects principal amount or par value of investment.
(2)
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
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Table of Contents
The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of March 31, 2022:
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Funded Investments - First lien
ADG, LLC
Healthcare Services
6.25% (L + 4.75% + 0.50% PIK)
9/28/2023
$
16,585
$
16,545
$
16,585
ADMI Corp. (aka Aspen Dental)
Healthcare Services
4.00% (L + 3.50%)
12/23/2027
1,866
1,857
1,847
Advisor Group Holdings, Inc.
Financial Services
4.96% (L + 4.50%)
7/31/2026
11,667
11,590
11,606
Artera Services, LLC
Distribution & Logistics
4.51% (L + 3.50%)
3/6/2025
5,315
5,283
5,021
athenahealth Group Inc.
Healthcare Information Technology
4.00% (SOFR + 3.50%)
2/15/2029
2,311
2,300
2,291
Bayou Intermediate II, LLC
Healthcare Services
5.25% (L + 4.50%)
8/2/2028
8,672
8,632
8,542
Bearcat Buyer, Inc.
Healthcare Services
5.26% (L + 4.25%)
7/9/2026
409
407
409
Bearcat Buyer, Inc.
Healthcare Services
5.26% (L + 4.25%)
7/9/2026
1,971
1,964
1,971
Bella Holding Company, LLC
Healthcare Services
4.50% (L + 3.75%)
5/10/2028
1,764
1,758
1,748
Bleriot US Bidco Inc.
Federal Services
5.01% (L + 4.00%)
10/30/2026
3,970
3,970
3,959
Bracket Intermediate Holding Corp.
Healthcare Services
4.47% (L + 4.25%)
9/5/2025
4,462
4,450
4,434
Brave Parent Holdings, Inc.
Software
4.46% (L + 4.00%)
4/18/2025
2,383
2,379
2,353
Cano Health, LLC
Healthcare Services
4.51% (SOFR + 4.00%)
11/23/2027
8,110
8,104
8,008
CE Intermediate I, LLC
Software
4.50% (L + 4.00%)
11/10/2028
8,239
8,183
8,157
CentralSquare Technologies, LLC
Software
4.76% (L + 3.75%)
8/29/2025
14,512
14,493
13,743
Certara Holdco, Inc.
Healthcare Information Technology
3.96% (L + 3.50%)
8/15/2026
3,930
3,921
3,903
CHA Holdings, Inc.
Business Services
5.51% (L + 4.50%)
4/10/2025
1,999
1,994
1,999
CHA Holdings, Inc.
Business Services
5.51% (L + 4.50%)
4/10/2025
10,891
10,868
10,891
Confluent Health, LLC
Healthcare Services
6.50% (P + 3.00%)
11/30/2028
114
114
113
Confluent Health, LLC
Healthcare Services
4.50% (L + 4.00%)
11/30/2028
8,076
8,036
8,005
Confluent Medical Technologies, Inc.
Healthcare Products
4.25% (SOFR + 3.75%)
2/16/2029
7,000
6,965
6,873
Cornerstone OnDemand, Inc.
Software
4.25% (L + 3.75%)
10/16/2028
3,247
3,231
3,218
Cvent, Inc.
Software
4.21% (L + 3.75%)
11/29/2024
2,322
2,319
2,305
Dealer Tire, LLC
Distribution & Logistics
4.71% (L + 4.25%)
12/12/2025
10,721
10,703
10,651
Dispatch Acquisition Holdings, LLC
Industrial Services
5.26% (L + 4.25%)
3/27/2028
9,950
9,830
9,751
Drilling Info Holdings, Inc.
Business Services
4.71% (L + 4.25%)
7/30/2025
20,447
20,400
20,294
EAB Global, Inc.
Education
4.00% (L + 3.50%)
8/16/2028
9,975
9,929
9,892
Emerald 2 Limited
Business Services
3.96% (L + 3.50%)
7/12/2028
444
443
438
Energize Holdco LLC
Business Services
4.25% (L + 3.75%)
12/8/2028
9,068
9,024
8,946
eResearchTechnology, Inc.
Healthcare Services
5.50% (L + 4.50%)
2/4/2027
4,418
4,386
4,406
EyeCare Partners, LLC
Healthcare Services
4.76% (L + 3.75%)
11/15/2028
10,000
9,976
9,908
Foundational Education Group, Inc.
Education
4.75% (L + 4.25%)
8/31/2028
6,484
6,423
6,484
Greenway Health, LLC
Healthcare Information Technology
5.25% (L + 3.75%)
2/16/2024
20,894
20,862
19,607
Heartland Dental, LLC
Healthcare Services
3.96% (L + 3.50%)
4/30/2025
3,563
3,555
3,529
Heartland Dental, LLC
Healthcare Services
4.45% (L + 4.00%)
4/30/2025
6,253
6,228
6,219
Help/Systems Holdings, Inc.
Software
4.75% (L + 4.00%)
11/19/2026
9,884
9,853
9,803
Hunter Holdco 3 Limited
Healthcare Services
5.26% (L + 4.25%)
8/19/2028
3,949
3,913
3,939
Idera, Inc.
Software
4.50% (L + 3.75%)
3/2/2028
9,295
9,224
9,144
Kestra Advisor Services Holdings A, Inc.
Financial Services
5.26% (L + 4.25%)
6/3/2026
5,472
5,422
5,421
LSCS Holdings, Inc.
Healthcare Services
5.00% (L + 4.50%)
12/16/2028
5,882
5,853
5,825
Mamba Purchaser, Inc.
Healthcare Services
4.25% (L + 3.75%)
10/16/2028
4,124
4,104
4,084
Mandolin Technology Intermediate Holdings, Inc.
Software
4.25% (L + 3.75%)
7/31/2028
9,975
9,929
9,913
Maverick Bidco Inc.
Software
4.50% (L + 3.75%)
5/18/2028
7,980
7,944
7,982
Mavis Tire Express Services Topco Corp.
Retail
4.75% (L + 4.00%)
5/4/2028
8,411
8,374
8,369
Mercury Borrower, Inc.
Business Services
4.56% (L + 3.50%)
8/2/2028
6,234
6,206
6,199
MH Sub I, LLC (Micro Holding Corp.)
Software
4.75% (L + 3.75%)
9/13/2024
7,878
7,860
7,816
National Intergovernmental Purchasing Alliance Company
Business Services
4.51% (L + 3.50%)
5/23/2025
1,327
1,329
1,309
Netsmart, Inc.
Healthcare Information Technology
4.75% (L + 4.00%)
10/1/2027
6,947
6,947
6,921
OEConnection LLC
Business Services
4.46% (L + 4.00%)
9/25/2026
4,112
4,083
4,051
Pearls (Netherlands) Bidco B.V.
Specialty Chemicals & Materials
4.50% (SOFR + 4.00%)
2/23/2029
1,343
1,340
1,318
73
Table of Contents
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
PetVet Care Centers, LLC
Consumer Services
4.25% (L + 3.50%)
2/14/2025
$
9,949
$
9,926
$
9,901
Physician Partners, LLC
Healthcare Services
4.50% (SOFR + 4.00%)
12/23/2028
6,134
6,073
6,076
Premise Health Holding Corp.
Healthcare Services
4.51% (L + 3.50%)
7/10/2025
1,961
1,956
1,946
Project Boost Purchaser, LLC
Business Services
4.00% (L + 3.50%)
5/30/2026
2,481
2,476
2,460
RealPage, Inc.
Business Services
3.75% (L + 3.25%)
4/24/2028
4,975
4,958
4,926
RLG Holdings, LLC
Packaging
5.00% (L + 4.25%)
7/7/2028
4,755
4,733
4,725
Sierra Enterprises, LLC
Food & Beverage
5.00% (L + 4.00%)
11/11/2024
4,205
4,194
4,131
Snap One Holdings Corp.
Distribution & Logistics
5.51% (L + 4.50%)
12/8/2028
8,649
8,566
8,606
Sovos Brands Intermediate, Inc.
Food & Beverage
4.50% (L + 3.75%)
6/8/2028
8,290
8,271
8,221
Storable, Inc.
Software
4.05% (SOFR + 3.50%)
4/17/2028
3,990
3,968
3,948
Symplr Software, Inc.
Healthcare Information Technology
5.25% (SOFR + 4.50%)
12/22/2027
3,793
3,784
3,746
Syndigo LLC
Software
5.25% (L + 4.50%)
12/15/2027
7,819
7,814
7,819
Therapy Brands Holdings LLC
Healthcare Information Technology
4.79% (L + 4.00%)
5/18/2028
4,598
4,577
4,569
Thermostat Purchaser III, Inc.
Business Services
5.25% (L + 4.50%)
8/31/2028
4,242
4,222
4,210
TIBCO Software Inc.
Software
4.21% (L + 3.75%)
6/30/2026
2,970
2,954
2,956
Trader Interactive, LLC (fka Dominion Web Solutions LLC)
Business Services
4.50% (L + 4.00%)
7/28/2028
5,018
4,995
4,968
Unified Women's Healthcare, LP
Healthcare Services
5.00% (L + 4.25%)
12/20/2027
7,382
7,348
7,324
USIC Holdings, Inc.
Business Services
4.25% (L + 3.50%)
5/12/2028
3,829
3,816
3,801
Valcour Packaging, LLC
Packaging
4.25% (L + 3.75%)
10/4/2028
3,301
3,292
3,235
Vetcor Professional Practices LLC
Consumer Services
5.05% (L + 4.25%)
7/2/2025
9,947
9,768
9,816
Virtusa Corporation
Information Technology
4.50% (SOFR + 3.75%)
2/15/2029
2,298
2,275
2,278
VT Topco, Inc.
Business Services
4.76% (L + 3.75%)
8/1/2025
8,468
8,432
8,399
WP CityMD Bidco LLC
Healthcare Services
3.75% (L + 3.25%)
12/22/2028
7,044
6,995
7,012
Wrench Group LLC
Consumer Services
5.01% (L + 4.00%)
4/30/2026
9,542
9,485
9,483
YI, LLC
Healthcare Services
5.00% (L + 4.00%)
11/7/2024
22,157
22,146
21,894
Zone Climate Services, Inc.
Consumer Services
5.75% (SOFR + 4.75%)
3/9/2028
10,000
9,802
9,900
Total Funded Investments
$
502,642
$
500,329
$
496,550
Unfunded Investments - First lien
athenahealth Group Inc.
Healthcare Information Technology
—
1/26/2023
$
392
$
—
$
—
Confluent Health, LLC
Healthcare Services
—
11/30/2028
1,644
(8)
(14)
Therapy Brands Holdings LLC
Healthcare Information Technology
—
5/18/2023
1,470
—
(9)
Thermostat Purchaser III, Inc.
Business Services
—
8/31/2023
748
—
(6)
VT Topco, Inc.
Business Services
—
8/4/2023
561
—
(5)
Total Unfunded Investments
$
4,815
$
(8)
$
(34)
Total Investments
$
507,457
$
500,321
$
496,516
(1)
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 the LIBOR (L), the Prime Rate (P), Secured Overnight Financing Rate (SOFR), and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of March 31, 2022.
(2)
Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP IV.
74
Table of Contents
The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of December 31, 2021:
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
Funded Investments - First lien
ADG, LLC
Healthcare Services
6.25% (L + 4.75% + 0.50% PIK)
9/28/2023
$
16,565
$
16,518
$
16,565
ADMI Corp. (aka Aspen Dental)
Healthcare Services
4.00% (L + 3.50%)
12/23/2027
1,870
1,862
1,870
Advisor Group Holdings, Inc.
Financial Services
4.60% (L + 4.50%)
7/31/2026
11,697
11,615
11,735
Artera Services, LLC
Distribution & Logistics
4.50% (L + 3.50%)
3/6/2025
5,329
5,293
5,173
Bayou Intermediate II, LLC
Healthcare Services
5.25% (L + 4.50%)
8/2/2028
8,693
8,652
8,704
Bearcat Buyer, Inc.
Healthcare Services
5.25% (L + 4.25%)
7/9/2026
1,976
1,969
1,976
Bearcat Buyer, Inc.
Healthcare Services
5.25% (L + 4.25%)
7/9/2026
410
408
410
Bella Holding Company, LLC
Healthcare Services
4.50% (L + 3.75%)
5/10/2028
1,769
1,763
1,770
Bleriot US Bidco Inc.
Federal Services
4.22% (L + 4.00%)
10/30/2026
3,980
3,980
3,983
Bracket Intermediate Holding Corp.
Healthcare Services
4.38% (L + 4.25%)
9/5/2025
4,473
4,461
4,469
Brave Parent Holdings, Inc.
Software
4.10% (L + 4.00%)
4/18/2025
2,390
2,385
2,392
Cano Health, LLC
Healthcare Services
5.25% (L + 4.50%)
11/23/2027
5,737
5,731
5,748
CE Intermediate I, LLC
Software
4.50% (L + 4.00%)
11/10/2028
8,239
8,182
8,188
CentralSquare Technologies, LLC
Software
3.97% (L + 3.75%)
8/29/2025
14,550
14,530
13,761
Certara Holdco, Inc.
Healthcare Information Technology
3.60% (L + 3.50%)
8/15/2026
3,940
3,931
3,932
CHA Holdings, Inc.
Business Services
5.50% (L + 4.50%)
4/10/2025
10,919
10,894
10,919
CHA Holdings, Inc.
Business Services
5.50% (L + 4.50%)
4/10/2025
2,004
1,998
2,004
Confluent Health, LLC
Healthcare Services
4.50% (L + 4.00%)
11/30/2028
8,076
8,035
8,076
Cornerstone OnDemand, Inc.
Software
4.25% (L + 3.75%)
10/16/2028
3,247
3,231
3,244
Cvent, Inc.
Software
3.85% (L + 3.75%)
11/29/2024
2,322
2,319
2,322
Dealer Tire, LLC
Distribution & Logistics
4.35% (L + 4.25%)
12/12/2025
10,748
10,729
10,767
Dispatch Acquisition Holdings, LLC
Industrial Services
5.00% (L + 4.25%)
3/27/2028
9,975
9,851
9,969
Drilling Info Holdings, Inc.
Business Services
4.35% (L + 4.25%)
7/30/2025
20,500
20,449
20,346
EAB Global, Inc.
Education
4.00% (L + 3.50%)
8/16/2028
10,000
9,952
9,961
Emerald 2 Limited
Business Services
3.47% (L + 3.25%)
7/12/2028
445
444
443
Energize Holdco LLC
Business Services
4.25% (L + 3.75%)
12/8/2028
9,068
9,023
9,045
eResearchTechnology, Inc.
Healthcare Services
5.50% (L + 4.50%)
2/4/2027
4,429
4,396
4,455
EyeCare Partners, LLC
Healthcare Services
4.25% (L + 3.75%)
11/15/2028
8,000
7,980
7,982
EyeCare Partners, LLC
Healthcare Services
6.00% (P + 2.75%)
11/15/2028
1,364
1,360
1,360
Foundational Education Group, Inc.
Education
4.75% (L + 4.25%)
8/31/2028
6,500
6,438
6,516
Greenway Health, LLC
Healthcare Information Technology
4.75% (L + 3.75%)
2/16/2024
20,948
20,912
20,104
Heartland Dental, LLC
Healthcare Services
3.60% (L + 3.50%)
4/30/2025
3,572
3,563
3,541
Heartland Dental, LLC
Healthcare Services
4.10% (L + 4.00%)
4/30/2025
6,269
6,241
6,261
Help/Systems Holdings, Inc.
Software
4.75% (L + 4.00%)
11/19/2026
9,909
9,876
9,888
Hunter Holdco 3 Limited
Healthcare Services
4.75% (L + 4.25%)
8/19/2028
3,949
3,911
3,959
Idera, Inc.
Software
4.50% (L + 3.75%)
3/2/2028
9,318
9,245
9,338
Kestra Advisor Services Holdings A, Inc.
Financial Services
4.36% (L + 4.25%)
6/3/2026
5,486
5,434
5,459
Keystone Acquisition Corp.
Healthcare Services
6.25% (L + 5.25%)
5/1/2024
5,171
5,150
5,146
LSCS Holdings, Inc.
Healthcare Services
5.00% (L + 4.50%)
12/16/2028
5,897
5,867
5,911
Mamba Purchaser, Inc.
Healthcare Services
4.25% (L + 3.75%)
10/16/2028
4,124
4,104
4,126
Mandolin Technology Intermediate Holdings, Inc.
Software
4.25% (L + 3.75%)
7/31/2028
10,000
9,953
9,975
Maverick Bidco Inc.
Software
4.50% (L + 3.75%)
5/18/2028
8,000
7,963
8,015
Mavis Tire Express Services Topco Corp.
Retail
4.75% (L + 4.00%)
5/4/2028
8,432
8,394
8,447
Mercury Borrower, Inc.
Business Services
4.00% (L + 3.50%)
8/2/2028
6,250
6,220
6,240
MH Sub I, LLC (Micro Holding Corp.)
Software
4.75% (L + 3.75%)
9/13/2024
7,898
7,878
7,925
Ministry Brands, LLC
Software
5.00% (L + 4.00%)
12/2/2022
16,734
16,719
16,734
Ministry Brands, LLC
Software
5.00% (L + 4.00%)
12/2/2022
2,051
2,050
2,051
Ministry Brands, LLC
Software
5.00% (L + 4.00%)
12/2/2022
862
861
862
National Intergovernmental Purchasing Alliance Company
Business Services
3.72% (L + 3.50%)
5/23/2025
1,327
1,329
1,325
Netsmart, Inc.
Healthcare Information Technology
4.75% (L + 4.00%)
10/1/2027
6,965
6,965
6,987
75
Table of Contents
Portfolio Company and Type of Investment
Industry
Interest Rate (1)
Maturity Date
Principal Amount or Par Value
Cost
Fair
Value (2)
OEConnection LLC
Business Services
4.10% (L + 4.00%)
9/25/2026
$
4,123
$
4,092
$
4,118
PetVet Care Centers, LLC
Consumer Services
4.25% (L + 3.50%)
2/14/2025
9,974
9,950
9,987
Premise Health Holding Corp.
Healthcare Services
3.72% (L + 3.50%)
7/10/2025
1,966
1,961
1,959
Project Boost Purchaser, LLC
Business Services
4.00% (L + 3.50%)
5/30/2026
2,488
2,482
2,491
Quest Software US Holdings Inc.
Software
4.38% (L + 4.25%)
5/16/2025
14,550
14,512
14,555
RealPage, Inc.
Business Services
3.75% (L + 3.25%)
4/24/2028
4,988
4,970
4,979
RLG Holdings, LLC
Packaging
5.00% (L + 4.25%)
7/7/2028
4,767
4,744
4,765
Sierra Enterprises, LLC
Food & Beverage
5.00% (L + 4.00%)
11/11/2024
4,216
4,204
4,216
Snap One Holdings Corp.
Distribution & Logistics
5.00% (L + 4.50%)
12/8/2028
8,649
8,563
8,639
Sovos Brands Intermediate, Inc.
Food & Beverage
4.50% (L + 3.75%)
6/8/2028
8,290
8,270
8,296
Storable, Inc.
Software
3.75% (L + 3.25%)
4/17/2028
4,000
3,977
3,991
Syndigo LLC
Software
5.25% (L + 4.50%)
12/15/2027
7,839
7,834
7,858
Therapy Brands Holdings LLC
Healthcare Information Technology
4.75% (L + 4.00%)
5/18/2028
4,609
4,588
4,609
Thermostat Purchaser III, Inc.
Business Services
5.25% (L + 4.50%)
8/31/2028
4,252
4,231
4,252
TIBCO Software Inc.
Software
3.86% (L + 3.75%)
6/30/2026
2,977
2,961
2,961
Trader Interactive, LLC (fka Dominion Web Solutions LLC)
Business Services
4.50% (L + 4.00%)
7/28/2028
5,303
5,277
5,296
Unified Women's Healthcare, LP
Healthcare Services
5.00% (L + 4.25%)
12/20/2027
7,400
7,365
7,426
USIC Holdings, Inc.
Business Services
4.25% (L + 3.50%)
5/12/2028
3,839
3,825
3,839
Valcour Packaging, LLC
Packaging
4.25% (L + 3.75%)
10/4/2028
3,301
3,291
3,301
VetCor Professional Practices LLC
Consumer Services
5.00% (L + 4.25%)
7/2/2025
9,972
9,779
9,889
VT Topco, Inc.
Business Services
4.50% (L + 3.75%)
8/1/2025
8,489
8,451
8,436
WP CityMD Bidco LLC
Healthcare Services
3.75% (L + 3.25%)
12/22/2028
7,044
7,002
7,045
Wrench Group LLC
Consumer Services
4.22% (L + 4.00%)
4/30/2026
9,567
9,506
9,567
YI, LLC
Healthcare Services
5.00% (L + 4.00%)
11/7/2024
22,215
22,203
22,104
Total Funded Investments
$
507,195
$
505,052
$
504,958
Unfunded Investments - First lien
Confluent Health, LLC
Healthcare Services
—
11/30/2023
$
1,759
$
(9)
$
—
EyeCare Partners, LLC
Healthcare Services
—
11/15/2028
636
—
(1)
Therapy Brands Holdings LLC
Healthcare Information Technology
—
5/18/2023
1,470
—
—
Thermostat Purchaser III, Inc.
Business Services
—
8/31/2023
748
—
—
VT Topco, Inc.
Business Services
—
8/4/2023
1,490
—
(9)
Total Unfunded Investments
$
6,103
$
(9)
$
(10)
Total Investments
$
513,298
$
505,043
$
504,948
(1)
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 the LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of March 31, 2022.
(2)
Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP IV.
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Below is certain summarized consolidated financial information for SLP IV as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022:
Selected Consolidated Balance Sheet Information:
March 31, 2022
December 31, 2021
Investments at fair value (cost of $500,321 and $505,043, respectively)
$
496,516
$
504,948
Receivable from unsettled securities sold
—
2,595
Cash and other assets
8,043
12,912
Total assets
$
504,559
$
520,455
Credit facility
$
359,637
$
360,137
Deferred financing costs (net of accumulated amortization of $544 and $396, respectively)
(2,461)
(2,609)
Distribution payable
4,290
3,396
Payable for unsettled securities purchased
1,339
13,893
Other liabilities
2,013
1,910
Total liabilities
364,818
376,727
Members' capital
$
139,741
$
143,728
Total liabilities and members' capital
$
504,559
520,455
Selected Consolidated Statement of Operations Information:
Three Months Ended
March 31, 2022
Interest income
$
5,936
Other income
103
Total investment income
6,039
Interest and other financing expenses
1,803
Other expenses
221
Total expenses
2,024
Net investment income
4,015
Net realized losses on investments
(2)
Net change in unrealized depreciation of investments
(3,710)
Net increase in members' capital
$
303
For the three months ended March 31, 2022, the Company earned approximately $3,372 of dividend income related to SLP IV, which is included in dividend income. As of March 31, 2022 and December 31, 2021, approximately $3,372 and $2,670, respectively, of dividend income related to SLP IV was included in interest and dividend receivable.
The Company has determined that SLP IV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLP IV.
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Unconsolidated Significant Subsidiaries
In accordance with Regulation S-X Rule 10-01(b)(1), the Company evaluates its unconsolidated controlled portfolio companies to determine if any are as “significant subsidiaries.” This determination is made based upon an analysis performed under Rules 3-09 and 4-08(g) of Regulation S-X, pursuant to which the Company must determine if any of its portfolio companies are considered a “significant subsidiary" as defined by Rule 1-02(w) of Regulation S-X under this rule. As of March 31, 2022, the Company did not have any portfolio companies that were deemed to be a "significant subsidiary."
Investment Risk Factors
First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. 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 Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. 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.
The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.
The Company’s operating results and portfolio companies may be negatively impacted by the COVID-19 pandemic. While several countries, as well as certain states, counties and cities in the United States, have relaxed initial public health restrictions with the view to partially or fully reopening their economies, many cities have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic. These surges have led to the re-introduction of such restrictions and business shutdowns in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Health advisors warn that recurring COVID-19 outbreaks, including outbreaks of variants such as the delta and omicron variants, as well as any other variants, will continue if reopening is pursued too soon or in the wrong manner, which may lead to the re-introduction or continuation of certain public health restrictions (such as instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues). Additionally, travelers from the United States are restricted from visiting many countries including countries in Europe, Asia, Africa and South America. These continued travel restrictions may prolong the global economic downturn. In addition, although the Federal Food and Drug Administration authorized vaccines beginning in December 2020 and a significant portion of the U.S. population have been vaccinated, and it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally, or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Any delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. As of the date of this Quarterly Report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company and our portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.
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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. 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:
Level I
—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II
—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•
Quoted prices for similar assets or liabilities in active markets;
•
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III
—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
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 and unobservable. 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 and unobservable inputs.
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.
The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of March 31, 2022:
Total
Level I
Level II
Level III
First lien
$
1,761,795
$
—
$
50,295
$
1,711,500
Second lien
606,591
—
159,677
446,914
Subordinated
54,867
—
—
54,867
Equity and other
833,712
—
—
833,712
Total investments
$
3,256,965
$
—
$
209,972
$
3,046,993
The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of December 31, 2021:
Total
Level I
Level II
Level III
First lien
$
1,657,815
$
—
$
22,672
$
1,635,143
Second lien
627,356
—
308,236
319,120
Subordinated
50,742
—
—
50,742
Equity and other
838,451
—
—
838,451
Total investments
$
3,174,364
$
—
$
330,908
$
2,843,456
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The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31, 2022, 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 Company at March 31, 2022:
Total
First Lien
Second Lien
Subordinated
Equity and
other
Fair Value, December 31, 2021
$
2,843,456
$
1,635,143
$
319,120
$
50,742
$
838,451
Total gains or losses included in earnings:
Net realized gains (losses) on investments
19,164
(77)
—
—
19,241
Net change in unrealized (depreciation) appreciation
(10,152)
1,553
(16,232)
(1,408)
5,935
Purchases, including capitalized PIK and revolver fundings
172,371
155,395
7,351
5,533
4,092
Proceeds from sales and paydowns of investments
(101,580)
(53,073)
(14,500)
—
(34,007)
Transfers into Level III(1)
151,175
—
151,175
—
—
Transfers out of Level III(1)
(27,441)
(27,441)
—
—
—
Fair Value, March 31, 2022
$
3,046,993
$
1,711,500
$
446,914
$
54,867
$
833,712
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period:
$
(10,267)
$
1,438
$
(16,232)
$
(1,408)
$
5,935
(1)
As of March 31, 2022, 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 period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended March 31, 2021, 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 Company at March 31, 2021:
Total
First Lien
Second Lien
Subordinated
Equity and
other
Fair Value, December 31, 2020
$
2,737,857
$
1,483,367
$
570,033
$
36,939
$
647,518
Total gains or losses included in earnings:
Net realized (losses) gains on investments
(12,070)
142
2
(5,150)
(7,064)
Net change in unrealized appreciation
34,754
7,803
3,442
5,061
18,448
Purchases, including capitalized PIK and revolver fundings
221,870
125,397
46,422
445
49,606
Proceeds from sales and paydowns of investments
(184,933)
(111,415)
(73,518)
—
—
Transfers into Level III(1)
33,442
26,782
6,660
—
—
Transfers out of Level III(1)
(190,349)
(32,226)
(158,123)
—
—
Fair Value, March 31, 2021
$
2,640,571
$
1,499,850
$
394,918
$
37,295
$
708,508
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period:
$
21,562
$
7,027
$
3,240
$
(89)
$
11,384
(1)
As of March 31, 2021, 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 period in which the reclassification occurred.
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, 2022 and March 31, 2021. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs.
The 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.
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The 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. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis:
Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the 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 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 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 Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company’s debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company’s debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach:
The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The 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, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of March 31, 2022 and December 31, 2021, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach:
The 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 combination of a yield calibration approach and a comparable investment approach. The yield calibration approach 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. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of March 31, 2022 and December 31, 2021, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of March 31, 2022 were as follows:
Range
Type
Fair Value as of March 31, 2022
Approach
Unobservable Input
Low
High
Weighted
Average
First lien
$
1,711,500
Market & income approach
EBITDA multiple
5.0x
27.5x
14.7x
Revenue multiple
5.0x
20.0x
8.3x
Discount rate
6.0
%
25.9
%
9.0
%
Second lien
440,192
Market & income approach
EBITDA multiple
8.0x
32.0x
15.7x
Discount rate
8.4
%
30.3
%
10.4
%
6,722
Other
N/A(1)
N/A
N/A
N/A
Subordinated
54,867
Market & income approach
EBITDA multiple
8.0x
20.3x
13.7x
Discount rate
11.1
%
20.1
%
14.7
%
Equity and other
833,554
Market & income approach
EBITDA multiple
5.0x
35.0x
13.4x
Revenue multiple
5.0x
20.0x
16.4x
Discount rate
4.1
%
30.9
%
11.5
%
158
Other
N/A(1)
N/A
N/A
N/A
$
3,046,993
(1)
Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
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The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2021 were as follows:
Range
Type
Fair Value as of December 31, 2021
Approach
Unobservable Input
Low
High
Weighted
Average
First lien
$
1,478,445
Market & income approach
EBITDA multiple
4.5x
32.5x
14.7x
Revenue multiple
4.0x
19.5x
7.0x
Discount rate
4.8
%
17.0
%
7.6
%
55,326
Market quote
Broker quote
N/A
N/A
N/A
101,372
Other
N/A(1)
N/A
N/A
N/A
Second lien
253,587
Market & income approach
EBITDA multiple
7.5x
32.0x
15.2x
Discount rate
7.5
%
28.2
%
11.3
%
22,528
Market quote
Broker quote
N/A
N/A
N/A
43,005
Other
N/A(1)
N/A
N/A
N/A
Subordinated
39,798
Market & income approach
EBITDA multiple
8.0x
14.5x
11.5x
Discount rate
11.1
%
18.4
%
16.0
%
10,944
Other
N/A(1)
N/A
N/A
N/A
Equity and other
824,151
Market & income approach
EBITDA multiple
5.0x
26.5x
12.7x
Revenue multiple
5.0x
19.5x
14.3x
Discount rate
4.0
%
31.3
%
10.0
%
14,300
Other
N/A(1)
N/A
N/A
N/A
$
2,843,456
(1)
Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
Based on a comparison to similar BDC credit facilities, the terms and conditions of the Holdings Credit Facility, the NMFC Credit Facility and the DB Credit Facility are representative of market. The carrying values of the Holdings Credit Facility, NMFC Credit Facility and DB Credit Facility approximate fair value as of March 31, 2022, as the facilities are continually monitored and examined by both the borrower and the lender and are considered Level III. See Note 7.
Borrowings,
for details. The carrying value of the SBA-guaranteed debentures, the 2017A Unsecured Notes, the 2018A Unsecured Notes, the 2018B Unsecured Notes, the 2019A Unsecured Notes and the 2021A Unsecured Notes approximate fair value as of March 31, 2022 based on a comparison of market interest rates for the Company’s borrowings and similar entities and are considered Level III. The fair value of the Convertible Notes as of March 31, 2022 was $213,199 which was based on quoted prices and considered Level II. See Note 7.
Borrowings
, for details. The carrying value of the collateralized agreement approximates fair value as of March 31, 2022 and is considered Level III. The fair value of other financial assets and liabilities approximates their carrying value based on the short-term nature of these items.
Fair value risk factors
—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions (including the COVID-19 pandemic), may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company 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 Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Note 5. Agreements
The Company entered into an investment advisory and management agreement (the “Investment Management Agreement”) with the Investment Adviser which was most recently re-approved by the Company's board of directors on February 23, 2022 at a virtual meeting, for a period of 12 months commencing on May 5, 2022. The Company's board of directors held such meeting by virtual means in reliance on relief provided by the U.S. Securities and Exchange Commission (the "SEC") in response to the COVID-19 pandemic. Under the Investment Management Agreement, the Investment Adviser
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manages the day-to-day operations of, and provides investment advisory services to, the Company. For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components—a base management fee and an incentive fee. On November 1, 2021, the Company entered into Amendment No. 1 to the Investment Management Agreement ("Amendment No. 1"). As described below, the sole purpose of Amendment No. 1 was to reduce the base management fee from 1.75% of the Company's gross assets to 1.4% of the Company's gross assets.
Pursuant to Amendment No. 1, the base management fee is calculated at an annual rate of 1.4% of the Company's gross assets, which equals the Company's total assets on the Consolidated Statements of Assets and Liabilities, less cash and cash equivalents. Prior to Amendment No. 1, pursuant to the Investment Management Agreement, the base management fee was calculated at an annual rate of 1.75% of the Company's gross assets, which equaled the Company's total assets on the Consolidated Statements of Assets and Liabilities, less (i) the borrowings under the New Mountain Finance SPV Funding, L.L.C. Loan and Security Agreement, as amended and restated, dated October 27, 2010 (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 the Company's gross assets, which equals the Company's total assets, as determined in accordance with GAAP, less 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 Company has not invested, and currently is not invested, in derivatives. To the extent the Company invests in derivatives in the future, the Company will use the actual value of the derivatives, as reported on the Consolidated Statements of Assets and Liabilities, for purposes of calculating its base management fee.
Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2023, the Investment Adviser entered into a fee waiver agreement (the "Fee Waiver Agreement") pursuant to which the Investment Adviser will waive base management fees in order to reach a target base management fee of 1.25% on gross assets (the “Reduced Base Management Fee”). The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. For the three months ended March 31, 2022 and March 31, 2021, management fees waived were approximately $1,092 and $3,637, respectively.
The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “Pre-Incentive Fee 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, upfront, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the 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 stock (of which there are none as of March 31, 2022), 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 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.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the 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 Company's incentive fee with respect to the Pre-Incentive Fee Net Investment Income for each quarter is as follows:
•
No incentive fee is payable to the Investment Adviser in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2.0% (the "preferred return" or "hurdle").
•
100.0% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to as the "catch-up". The catch-up provision is intended to provide the Investment Adviser with an incentive fee of 20.0% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company's Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter.
•
20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved.
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The second part of the incentive fee 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 Company's realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.
In accordance with GAAP, the Company accrues a hypothetical capital gains incentive fee based upon the cumulative net realized capital gains and realized capital losses and the cumulative net unrealized capital appreciation and 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 realized capital gains computed net of all realized capital losses and 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 following table summarizes the management fees and incentive fees incurred by the Company for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Management fee
$
11,553
$
13,420
Less: management fee waiver
(1,092)
(3,637)
Total management fee
10,461
9,783
Incentive fee, excluding accrued capital gains incentive fees
$
7,477
$
7,248
Accrued capital gains incentive fees(1)
$
—
$
—
(1)
As of March 31, 2022 and March 31, 2021, no actual capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net realized capital gains did not exceed cumulative unrealized capital depreciation.
The Company has entered into the Administration Agreement with the Administrator under which the Administrator provides administrative services. The Administration Agreement was most recently re-approved by the board of directors on February 23, 2022, for a period of 12 months commencing on May 5, 2022. The Administrator maintains, or oversees the maintenance of, the Company's consolidated financial records, prepares reports filed with the SEC, generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Company will reimburse the Administrator for the Company's allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company under the Administration Agreement. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator may, in its own discretion, submit to the Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Company during any quarterly period. As a result, the amount of expenses for which the 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 Company for reimbursement in the future. However, it is expected that the Administrator will continue to support part of the expense burden of the Company in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three months ended March 31, 2022 and March 31, 2021, approximately $791 and $754, respectively, of indirect administrative expenses were included in administrative expenses of which $238 and $0, respectively, were waived by the Administrator. As of March 31, 2022 and December 31, 2021, approximately $1,042 and $545, respectively, of indirect administrative expenses were included in payable to affiliates. For the three months ended March 31, 2022 and March 31, 2021, the reimbursement to the Administrator represented approximately 0.02% and 0.02%, respectively, of the Company's gross assets.
The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "New Mountain" and the "New Mountain Finance" names, as well as the NMF logo. Under the Trademark License Agreement, as amended, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "New Mountain" and "New Mountain Finance" names, as well as the NMF logo, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company, the Investment Adviser and the Administrator will have no legal right to the "New Mountain" or the "New Mountain Finance" names, as well as the NMF logo.
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In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief), the Company was permitted, subject to the satisfaction of certain conditions, to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, the Company intends to file an application to amend its existing Exemptive Order to permit the Company to continue to co-invest in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company, subject to certain conditions. There can be no assurance if and when the Company will receive the exemptive order.
Note 6. Related Parties
The Company has entered into a number of business relationships with affiliated or related parties.
The 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 Company has entered into the Fee Waiver Agreement with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by the Company under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ending December 31, 2022. Subsequently, the Company and the Investment Adviser extended the term of the Fee Waiver Agreement to be effective through the quarter ending December 31, 2023. See Note 5.
Agreements
, for details.
The Company has entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges office space for the Company and provides office equipment and administrative services necessary to conduct their respective day-to-day operations pursuant to the Administration Agreement. The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to the Company under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance and compliance functions, and the compensation of the Company's chief financial officer and chief compliance officer and their respective staffs.
The Company, 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 the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance", as well as the NMF logo.
The Company has adopted a formal code of ethics that governs the conduct of its officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware General Corporation Law.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company’s investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or 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 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 SEC and its staff and consistent with the Investment Adviser’s allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies.
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On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.63 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11,315. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by the Company in exchange for a promissory note with a principal amount of $11,315 and a 7.0% interest rate, which was repaid by NMNLC to the Company on March 31, 2020.
On March 30, 2020, the Company entered into an unsecured revolving credit facility with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30,000 maximum amount of revolver borrowings available and a maturity date of December 31, 2022. On May 4, 2020, the Company entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30,000 to $50,000. On December 17, 2021, the Company entered into Amendment No. 1 to the Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which lowered the interest rate and extended the maturity date from December 31, 2022 to December 31, 2024. Refer to Note 7.
Borrowings
for discussion of the Unsecured Management Company Revolver (defined below).
Note 7. Borrowings
On June 8, 2018 the Company's shareholders approved the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to the Company as of June 9, 2018 (which means the Company can borrow $2 for every $1 of its equity). As a result of the Company's exemptive relief received on November 5, 2014, the Company is permitted to exclude its SBA-guaranteed debentures from the 150.0% asset coverage ratio that the Company is required to maintain under the 1940 Act. The agreements governing the NMFC Credit Facility, the Convertible Notes and the Unsecured Notes contain certain covenants and terms, including a requirement that the Company not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a requirement that the Company not exceed a secured debt ratio of 0.70 to 1.00 at any time. As of March 31, 2022, the Company’s asset coverage ratio was 181.3%.
Holdings Credit Facility
—On October 24, 2017, the Company entered into the Third Amended and Restated Loan and Security Agreement among the Company, as the Collateral Manager, NMF Holdings, as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian (as amended from time to time, the "Holdings Credit Facility"). As of the most recent amendment on April 20, 2021, the maturity date of the Holdings Credit Facility is April 20, 2026, and the maximum facility amount is the lesser of $800,000 and the actual commitments of the lenders to make advances as of such date.
As of March 31, 2022, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730,000. Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 25.0%, 45.0%, 67.5% or 70.0% of the purchase price of pledged assets, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is non-recourse to the Company and is collateralized by all of the investments of NMF Holdings on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Holdings Credit Facility are capitalized on the Company's Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Holdings Credit Facility requires the Company to maintain a minimum asset coverage ratio of 150.0%. 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.
As of the most recent amendment on April 20, 2021, the Holdings Credit Facility bears interest at a rate of LIBOR plus 1.60% per annum for Broadly Syndicated Loans (as defined in the Fifth Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. From September 30, 2020 to April 19, 2021 the Holdings Credit Facility bore interest at a rate of LIBOR plus 2.00% per annum for Broadly Syndicated Loans (as defined in the Fourth Amendment Loan and Security Agreement) and LIBOR plus 2.50% per annum for all other investments. The Holdings Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Third Amended and Restated Loan and Security Agreement).
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The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense
$
2,934
$
2,714
Non-usage fee
$
222
$
363
Amortization of financing costs
$
789
$
503
Weighted average interest rate
2.2
%
2.4
%
Effective interest rate
2.9
%
3.2
%
Average debt outstanding
$
550,063
$
450,163
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Holdings Credit Facility was $576,263 and $545,263, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
NMFC Credit Facility
—The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "RCA"), dated June 4, 2021, among the Company, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders (the "NMFC Credit Facility"), is structured as a senior secured revolving credit facility. The NMFC Credit Facility is guaranteed by certain of the Company's domestic subsidiaries and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on June 4, 2021, the maturity date of the NMFC Credit Facility is June 4, 2026.
As of March 31, 2022, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $198,500. The Company is permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the RCA. All fees associated with the origination and amending of the NMFC Credit Facility are capitalized on the Company’s Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the NMFC Credit Facility. The NMFC Credit Facility contains certain customary affirmative and negative covenants and events of default, including certain financial covenants related to asset coverage and liquidity and other maintenance covenants.
As of the most recent amendment on June 4, 2021, the NMFC Credit Facility generally bears interest at a rate of LIBOR or Sterling Overnight Interbank Average Rate ("SONIA") plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA). Prior to June 4, 2021, the NMFC Credit Facility bore interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense
$
871
$
685
Non-usage fee
$
43
$
79
Amortization of financing costs
$
62
$
34
Weighted average interest rate
2.3
%
2.7
%
Effective interest rate
2.6
%
3.1
%
Average debt outstanding
$
152,570
$
104,456
As of March 31, 2022 and December 31, 2021, the outstanding balance on the NMFC Credit Facility was $131,860 and $127,192, which included £17,400 and £16,400, respectively, denominated in British Pound Sterling ("GBP") that has been converted to U.S. dollars, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
Unsecured Management Company Revolver
—The Uncommitted Revolving Loan Agreement, dated March 30, 2020, by and between the Company, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser (the "Unsecured Management Company Revolver"), is structured as a discretionary unsecured revolving credit facility.
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The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on December 17, 2021, the maturity date of the Unsecured Management Company Revolver is December 31, 2024.
As of the most recent amendment on December 17, 2021, the Unsecured Management Company Revolver bears interest at a rate of 4.00% per annum. Prior to December 17, 2021, the Unsecured Management Company Revolver bore interest at a rate of 7.00% per annum (as defined in the Uncommitted Revolving Loan Agreement). On May 4, 2020, the Company entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30,000 to $50,000. As of March 31, 2022, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50,000 and no borrowings were outstanding. For the three months ended March 31, 2022 and March 31, 2021, amortization of financing costs were $3 and $3, respectively.
DB Credit Facility
—The Loan Financing and Servicing Agreement (the "LFSA") dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian (the "DB Credit Facility"), is structured as a secured revolving credit facility and the maturity date is March 25, 2026.
As of March 31, 2022, the maximum amount of revolving borrowings available under the DB Credit Facility was $280,000. The Company is permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the LFSA. The DB Credit Facility is non-recourse to the Company and is collateralized by all of the investments of NMFDB on an investment by investment basis. All fees associated with the origination and amending of the DB Credit Facility are capitalized on the Company's Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the DB Credit Facility. The DB Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of NMFDB investments, but rather to the performance of the underlying portfolio companies.
The advances under the DB Credit Facility accrue interest at a per annum rate equal to the Applicable Margin plus the lender's Cost of Funds Rate. Prior to March 25, 2021, the Applicable Margin was equal to 2.60% during the Revolving Period and then increases by 0.20% during an Event of Default. Effective March 25, 2021, the Applicable Margin is equal to 2.35% during the Revolving Period and then increases by 0.20% during an Event of Default. The "Cost of Funds Rate" for a conduit lender is the lower of its commercial paper rate and the Base Rate plus 0.50%, and for any other lender is the Base Rate. The "Base Rate" is the three-months LIBOR Rate but may become an alternative base rate based on Deutsche Bank's base lending rate if certain LIBOR disruption events occur. The Company is also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the LFSA) and a facility agent fee of 0.25% per annum on the total facility amount.
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the DB Credit Facility for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense(1)
$
1,766
$
1,659
Non-usage fee(1)
$
53
$
77
Amortization of financing costs
$
267
$
166
Weighted average interest rate
3.0
%
3.1
%
Effective interest rate
3.6
%
3.5
%
Average debt outstanding
$
237,267
$
218,556
(1)
Interest expense includes the portion of the facility agent fee applicable to the drawn portion of the DB Credit Facility and non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the DB Credit Facility.
As of March 31, 2022 and December 31, 2021, the outstanding balance on the DB Credit Facility was $224,300 and $226,300, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such dates.
NMNLC Credit Facility II
—The Credit Agreement (together with the related guarantee and security agreement, the "NMNLC CA"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender
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(the "NMNLC Credit Facility II"), is structured as a senior secured revolving credit facility. As of the most recent amendment on December 7, 2021, the NMNLC CA matures on February 25, 2023. The NMNLC Credit Facility II is guaranteed by the Company and proceeds from the NMNLC Credit Facility II are able to be used for funding of additional acquisition properties. As of March 31, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II is $20,000.
Prior to the amendment on December 7, 2021, the NMNLC Credit Facility II bore interest at a rate of LIBOR plus 2.75% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). As of December 7, 2021, the NMNLC Credit Facility II bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.75% per annum with a 0.35% floor and charges a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). For the three months ended March 31, 2022 and March 31, 2021, interest expense, non-usage fees and amortization of financing costs were $118 and $0, $1 and $0, and $27 and $8, respectively and the weighted average interest rate and effective interest rate was 3.1% and 0% and 3.9% and 0%, respectively. As of March 31, 2022 and December 31, 2021, the outstanding balance on the NMNLC Credit Facility II was $15,200 and $15,200, respectively, and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.
Convertible Notes
—On August 20, 2018, the Company closed a registered public offering of $100,000 aggregate principal amount of unsecured convertible notes (the “Convertible Notes”), pursuant to an indenture, dated August 20, 2018, as supplemented by a first supplemental indenture thereto, dated August 20, 2018 (together the “2018A Indenture”). On August 30, 2018, in connection with the registered public offering, the Company issued an additional $15,000 aggregate principal amount of the Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the Convertible Notes. On June 7, 2019, the Company closed a registered public offering of an additional $86,250 aggregate principal amount of the Convertible Notes. These additional Convertible Notes constitute a further issuance of, rank equally in right of payment with, and form a single series with the $115,000 aggregate principal amount of Convertible Notes that the Company issued in August 2018.
The Convertible Notes bear interest at an annual rate of 5.75%, payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2019. The Convertible Notes will mature on August 15, 2023 unless earlier converted, repurchased or redeemed pursuant to the terms of the 2018A Indenture. The Company may not redeem the Convertible Notes prior to May 15, 2023. On or after May 15, 2023, the Company may redeem the Convertible Notes for cash, in whole or from time to time in part, at its option at a redemption price, subject to an exception for redemption dates occurring after a record date but on or prior to the interest payment date, equal to the sum of (i) 100% of the principal amount of the Convertible Notes to be redeemed, (ii) accrued and unpaid interest thereon to, but excluding, the redemption date and (iii) a make-whole premium.
No sinking fund is provided for the Convertible Notes. Holders of Convertible Notes may, at their option, convert their Convertible Notes into shares of the Company’s common stock at any time on or prior to the close of business on the business day immediately preceding the maturity date of the Convertible Notes. In addition, if certain corporate events occur, holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date.
The 2018A Indenture contains certain covenants, including covenants requiring the Company to provide certain financial information to the holders of the Convertible Notes and the trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act. The 2018A Indenture also includes additional financial covenants related to asset coverage. These covenants are subject to limitations and exceptions that are described in the 2018A Indenture.
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The following table summarizes certain key terms related to the convertible features of the Company’s Convertible Notes as of March 31, 2022:
Convertible Notes
Initial conversion premium
10.0
%
Initial conversion rate(1)
65.8762
Initial conversion price
$
15.18
Conversion premium at March 31, 2022
10.0
%
Conversion rate at March 31, 2022(1)(2)
65.8762
Conversion price at March 31, 2022(2)(3)
$
15.18
Last conversion price calculation date
August 20, 2021
(1)
Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted.
(2)
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
(3)
The conversion price in effect at March 31, 2022 was calculated on the last anniversary of the issuance and will be calculated again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.34 per share per quarter and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $13.80 per share. In no event will the total number of shares of common stock issuable upon conversion exceed 72.4637 per $1 principal amount. The Company has determined that the embedded conversion option in the Convertible Notes is not required to be separately accounted for as a derivative under GAAP.
The Convertible Notes are unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries and financing vehicles. As reflected in Note 11.
Earnings Per Share
, the issuance is considered part of the if-converted method for calculation of diluted earnings per share.
The following table summarizes the interest expense, amortization of financing costs and amortization of premium incurred on the Convertible Notes for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense
$
2,893
$
2,893
Amortization of financing costs
$
97
$
97
Amortization of premium
$
(26)
$
(26)
Weighted average interest rate
5.8
%
5.8
%
Effective interest rate
5.9
%
5.9
%
Average debt outstanding
$
201,250
$
201,250
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Convertible Notes was $201,250 and $201,250, respectively, and NMFC was in compliance with the terms of the 2018A Indenture on such date.
Unsecured Notes
—On May 6, 2016, the Company issued $50,000 in aggregate principal amount of five-year unsecured notes (the “2016 Unsecured Notes”), pursuant to a note purchase agreement, dated May 4, 2016, to an institutional investor in a private placement. On September 30, 2016, the Company entered into an amended and restated note purchase agreement (the "NPA") and issued an additional $40,000 in aggregate principal amount of 2016 Unsecured Notes to institutional investors in a private placement. On February 16, 2021, the Company repaid all $90,000 in aggregate principal amount of the issued and outstanding 2016 Unsecured Notes. On June 30, 2017, the Company issued $55,000 in aggregate principal amount of five-year unsecured notes that mature on July 15, 2022 (the "2017A Unsecured Notes"), pursuant to the NPA and a supplement to the NPA. On January 30, 2018, the Company issued $90,000 in aggregate principal amount of five
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year unsecured notes that mature on January 30, 2023 (the "2018A Unsecured Notes") pursuant to the NPA and a second supplement to the NPA. On July 5, 2018, the Company issued $50,000 in aggregate principal amount of five year unsecured notes that mature on June 28, 2023 (the "2018B Unsecured Notes") pursuant to the NPA and a third supplement to the NPA (the "Third Supplement"). On April 30, 2019, the Company issued $116,500 in aggregate principal amount of five year unsecured notes that mature on April 30, 2024 (the "2019A Unsecured Notes") pursuant to the NPA and a fourth supplement to the NPA. On January 29, 2021, the Company issued $200,000 in aggregate principal amount of five year unsecured notes that mature on January 29, 2026 (the "2021A Unsecured Notes") pursuant to the NPA and a fifth supplement to the NPA. The NPA provides for future issuances of unsecured notes in separate series or tranches.
The 2016 Unsecured Notes bore interest at an annual rate of 5.313%, payable semi-annually on May 15 and November 15 of each year, which commenced on November 15, 2016. The 2017A Unsecured Notes bear interest at an annual rate of 4.760%, payable semi-annually on January 15 and July 15 of each year, which commenced on January 15, 2018. The 2018A Unsecured Notes bear interest at an annual rate of 4.870%, payable semi-annually on February 15 and August 15 of each year, which commenced on August 15, 2018. The 2018B Unsecured Notes bear interest at an annual rate of 5.360%, payable semi-annually on January 15 and July 15 of each year, which commenced on January 15, 2019. The 2019A Unsecured Notes bear interest at an annual rate of 5.494%, payable semi-annually on April 15 and October 15 of each year, which commenced on October 15, 2019. The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year, which commenced on July 29, 2021. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the underlying unsecured notes or the Company ceases to have an investment grade rating or (ii) the aggregate amount of the Company’s unsecured debt falls below $150,000. In each such event, the Company has the option to offer to prepay the underlying unsecured notes at par, in which case holders of the underlying unsecured notes who accept the offer would not receive the increased interest rate. In addition, the Company is obligated to offer to prepay the underlying unsecured notes at par if 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 NPA contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, an option to offer to prepay all or a portion of the unsecured notes under its governance at par (plus a make-whole amount, if applicable), affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC under the 1940 Act and a RIC under the Code, 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 Third Supplement includes additional financial covenants related to asset coverage as well as other terms.
On September 25, 2018, the Company closed a registered public offering of $50,000 in aggregate principal amount of five-year unsecured notes that mature on October 1, 2023 (the "5.75% Unsecured Notes" and together with the 2016 Unsecured Notes, 2017A Unsecured Notes, 2018A Unsecured Notes, 2018B Unsecured Notes, 2019A Unsecured Notes and the 2021A Unsecured Notes, the "Unsecured Notes") pursuant to an indenture, dated August 20, 2018, as supplemented by a second supplemental indenture thereto, dated September 25, 2018 (together, the "2018B Indenture"). On October 17, 2018, in connection with the registered public offering, the Company issued an additional $1,750 aggregate principal amount of the 5.75% Unsecured Notes pursuant to the exercise of an overallotment option by the underwriters of the 5.75% Unsecured Notes.
On March 8, 2021, the Company redeemed $51,750 in aggregate principal amount of the 5.75% Unsecured Notes at a redemption price of 100% plus accrued and unpaid interest.
The 5.75% Unsecured Notes bore interest at an annual rate of 5.75%, payable quarterly on January 1, April 1, July 1 and October 1 of each year, which commenced on January 1, 2019. The 5.75% Unsecured Notes were listed on the New York Stock Exchange and traded under the trading symbol “NMFX” until September 13, 2020. On September 14, 2020, the 5.75% Unsecured Notes began trading on the NASDAQ under the ticker symbol "NMFCL", until redeemed on March 8, 2021.
The Unsecured Notes are unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries and financing vehicles.
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The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense
$
5,958
$
6,527
Amortization of financing costs
$
199
$
1,256
Weighted average interest rate
4.7
%
4.9
%
Effective interest rate
4.8
%
5.9
%
Average debt outstanding
$
511,500
$
532,228
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Unsecured Notes was $511,500 and $511,500, respectively, and the Company was in compliance with the terms of the NPA as of such dates, as applicable.
SBA-guaranteed debentures
—On August 1, 2014 and August 25, 2017, respectively, SBIC I and SBIC II received licenses from the SBA to operate as SBICs.
The SBIC licenses allow SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse to the Company, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with ten year maturities. The SBA, as a creditor, will have a superior claim to the assets of SBIC I and SBIC II over the Company's stockholders in the event SBIC I and SBIC II are liquidated or the SBA exercises remedies upon an event of default.
The maximum amount of borrowings available under current SBA regulations for a single licensee is $150,000 as long as the licensee has at least $75,000 in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. In June 2018, legislation amended the 1958 Act by increasing the individual leverage limit from $150,000 to $175,000, subject to SBA approvals.
As of March 31, 2022 and December 31, 2021, SBIC I had regulatory capital of $75,000 and $75,000, respectively, and SBA-guaranteed debentures outstanding of $150,000 and $150,000, respectively. As of March 31, 2022 and December 31, 2021, SBIC II had regulatory capital of $75,000 and $75,000, respectively, and $150,000 and $150,000, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures.
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The following table summarizes the Company’s SBA-guaranteed debentures as of March 31, 2022:
Issuance Date
Maturity Date
Debenture Amount
Interest Rate
SBA Annual Charge
Fixed SBA-guaranteed debentures(1):
March 25, 2015
March 1, 2025
$
37,500
2.517
%
0.355
%
September 23, 2015
September 1, 2025
37,500
2.829
%
0.355
%
September 23, 2015
September 1, 2025
28,795
2.829
%
0.742
%
March 23, 2016
March 1, 2026
13,950
2.507
%
0.742
%
September 21, 2016
September 1, 2026
4,000
2.051
%
0.742
%
September 20, 2017
September 1, 2027
13,000
2.518
%
0.742
%
March 21, 2018
March 1, 2028
15,255
3.187
%
0.742
%
Fixed SBA-guaranteed debentures(2):
September 19, 2018
September 1, 2028
15,000
3.548
%
0.222
%
September 25, 2019
September 1, 2029
19,000
2.283
%
0.222
%
March 25, 2020
March 1, 2030
41,000
2.078
%
0.222
%
March 25, 2020
March 1, 2030
24,000
2.078
%
0.275
%
September 23, 2020
September 1, 2030
51,000
1.034
%
0.275
%
Total SBA-guaranteed debentures
$
300,000
(1)
SBA-guaranteed debentures are held in SBIC I.
(2)
SBA-guaranteed debentures are held in SBIC II.
Prior to pooling, the SBA-guaranteed debentures bear interest at an interim floating rate of LIBOR plus 0.30%. Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.
The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed debentures for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Interest expense
$
1,998
$
1,998
Amortization of financing costs
$
247
$
247
Weighted average interest rate
2.7
%
2.7
%
Effective interest rate
3.0
%
3.0
%
Average debt outstanding
$
300,000
$
300,000
The SBIC program is designed to stimulate the flow of private investor capital into eligible small businesses, as defined by the SBA. Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible small businesses, investing at least 25.0% of its investment capital in eligible smaller enterprises (as defined under the 1958 Act), placing certain limitations on the financing terms of investments, regulating the types of financing, prohibiting investments in smaller businesses with certain characteristics or in certain industries and requiring capitalization thresholds that limit distributions to the Company. SBICs are subject to an annual periodic examination by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations and an annual financial audit of its financial statements that are prepared on a basis of accounting other than GAAP (such as ASC 820) by an independent auditor. As of March 31, 2022 and December 31, 2021, SBIC I and SBIC II were in compliance with SBA regulatory requirements.
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Leverage risk factors
—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Company's common stockholders, and the 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 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 Company's net asset value. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its stockholders. Leverage is generally considered a speculative investment technique. The 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
The Company 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 and be subject to tax as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).
Additionally, as a BDC, the Company 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). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.
Note 9. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of March 31, 2022, the Company had unfunded commitments on revolving credit facilities of $94,031, no outstanding bridge financing commitments and other future funding commitments of $144,268. As of December 31, 2021, the Company had unfunded commitments on revolving credit facilities of $86,989, no outstanding bridge financing commitments and other future funding commitments of $128,446. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedules of Investments.
The Company also had revolving borrowings available under the Holdings Credit Facility, the DB Credit Facility, the NMFC Credit Facility, the Unsecured Management Company Revolver and the NMNLC Credit Facility II as of March 31, 2022 and December 31, 2021. See Note 7.
Borrowings
, for details.
The Company may from time to time enter into financing commitment letters. As of March 31, 2022 and December 31, 2021, the Company had commitment letters to purchase investments in the aggregate par amount of $53,989 and $6,800, respectively, which could require funding in the future.
COVID-19 Developments
On March 11, 2020 the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The net asset value of the Company experienced a significant reduction from the period of March 31, 2020 through December 31, 2020 as compared to its net asset value as of December 31, 2019, due to an increase in unrealized depreciation of its investment portfolio resulting from decreases in fair value of investments. These decreases were attributable to the impact of the COVID-19 pandemic on the markets. As of March 31, 2022, the net asset value of the Company has experienced a recovery from that of March 31, 2020.
The Company has been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic, including those caused by variants such as the delta and omicron variants, as well as any other variants, and its impact on all aspects of the Company's business, including how it will impact the Company's portfolio companies, employees, due diligence and underwriting processes, and financial markets. Further, the operational and financial performance of the portfolio companies in which the Company makes investments may be significantly impacted by COVID-19, which may in turn impact the valuation of the Company's investments. The Company believes that its portfolio companies have taken, and continue to take, immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related restrictions imposed by state and local governments, including developing liquidity plans supported by internal cash reserves, and shareholder support. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns and cancellations of events and travel. In addition, while consumer demand for
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goods and services has begun to rebound, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the outbreak, how quickly vaccines will continue to be distributed nationwide and globally, whether a "herd immunity" will be achieved, whether the restrictions that were imposed to slow the spread of the virus will be lifted entirely and the impact of the COVID-19 pandemic on the financial markets and the overall economy, all of which are highly uncertain and cannot be predicted. To the extent the Company’s portfolio companies are adversely impacted by the continued effects of the COVID-19 pandemic, the Company may experience a material adverse impact on the its future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of its portfolio companies.
Note 10. Net Assets
The table below illustrates the effect of certain transactions on the net asset accounts of the Company during the three months ended March 31, 2022:
Accumulated Overdistributed Earnings
Common Stock
Paid in
Capital in
Excess
Accumulated
Net Investment
Accumulated Net Realized
Net
Unrealized Appreciation
Total Net Assets
Non-
Controlling
Interest in
Total
Shares
Par Amount
of Par
Income
(Losses) Gains
(Depreciation)
of NMFC
NMNLC
Net Assets
Net assets at December 31, 2021
97,907,441
$
979
$
1,272,796
$
118,330
$
(92,099)
$
21,239
$
1,321,245
$
21,367
$
1,342,612
Issuances of common stock
1,591,121
16
21,556
—
—
—
21,572
—
21,572
Offering costs
—
—
(52)
—
—
—
(52)
—
(52)
Distributions declared
—
—
—
(29,589)
—
—
(29,589)
(3,750)
(33,339)
Net increase (decrease) in net assets resulting from operations
—
—
—
29,573
17,596
(10,977)
36,192
855
37,047
Net assets at March 31, 2022
99,498,562
$
995
$
1,294,300
$
118,314
$
(74,503)
$
10,262
$
1,349,368
$
18,472
$
1,367,840
The table below illustrates the effect of certain transactions on the net asset accounts of the Company during the three months ended March 31, 2021:
Accumulated Overdistributed Earnings
Common Stock
Paid in
Capital in Excess
Accumulated
Net Investment
Accumulated Net Realized
Net
Unrealized (Depreciation)
Total Net Assets
Non-Controlling Interest in
Total
Shares
Par Amount
of Par
Income
Losses
Appreciation
of NMFC
NMNLC
Net Assets
Net assets at December 31, 2020
96,827,342
$
968
$
1,269,671
$
105,981
$
(88,250)
$
(66,495)
$
1,221,875
$
15,014
$
1,236,889
Distributions declared
—
—
—
(29,048)
—
—
(29,048)
(301)
(29,349)
Contributions related to non-controlling interest in NMNLC
—
—
—
—
—
—
—
3,403
3,403
Net increase (decrease) in net assets resulting from operations
—
—
—
28,668
(10,496)
33,318
51,490
365
51,855
Net assets at March 31, 2021
96,827,342
$
968
$
1,269,671
$
105,601
$
(98,746)
$
(33,177)
$
1,244,317
$
18,481
$
1,262,798
On November 3, 2021, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with B. Riley Securities, Inc. and Raymond James & Associates, Inc. (collectively, the “Agents”). The Distribution Agreement
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provides that the Company may issue and sell its shares from time to time through the Agents, up to $250,000 worth of its common stock by means of at-the-market ("ATM") offerings.
For the three months ended March 31, 2022, the Company sold 1,511,836 shares of common stock under the Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $20,474, including $295 of offering expenses, from these sales.
The Company generally uses net proceeds from these ATM offerings to make investments, to pay down liabilities and for general corporate purposes. As of March 31, 2022, shares representing approximately $216,615 of its common stock remain available for issuance and sale under the Distribution Agreement.
Note 11. Earnings Per Share
The following information sets forth the computation of basic and diluted net increase in the Company’s net assets per share resulting from operations for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Earnings per share—basic
Numerator for basic earnings per share:
$
36,192
$
51,490
Denominator for basic weighted average share:
98,413,476
96,827,342
Basic earnings per share:
$
0.37
$
0.53
Earnings per share—diluted(1)
Numerator for increase in net assets per share
$
36,192
$
51,490
Adjustment for interest on Convertible Notes and incentive fees, net
2,314
2,314
Numerator for diluted earnings per share:
$
38,506
$
53,804
Denominator for basic weighted average share
98,413,476
96,827,342
Adjustment for dilutive effect of Convertible Notes
13,257,586
13,257,585
Denominator for diluted weighted average share
111,671,062
110,084,927
Diluted earnings per share:
$
0.34
$
0.49
(1)
In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. For the three months ended March 31, 2022 and March 31, 2021, there was no anti-dilution.
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Note 12. Financial Highlights
The following information sets forth the Company's financial highlights for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
March 31, 2022
March 31, 2021
Per share data(1):
Net asset value, January 1, 2022 and January 1, 2021, respectively
$
13.49
$
12.62
Net investment income
0.30
0.30
Net realized and unrealized gains
0.07
0.23
Total net increase
0.37
0.53
Distributions declared to stockholders from net investment income
(0.30)
(0.30)
Net asset value, March 31, 2022 and March 31, 2021, respectively
$
13.56
$
12.85
Per share market value, March 31, 2022 and March 31, 2021, respectively
$
13.85
$
12.40
Total return based on market value(2)
3.28
%
11.74
%
Total return based on net asset value(3)
2.76
%
4.21
%
Shares outstanding at end of period
99,498,562
96,827,342
Average weighted shares outstanding for the period
98,413,476
96,827,342
Average net assets for the period
$
1,321,557
$
1,222,125
Ratio to average net assets:
Net investment income
9.08
%
9.62
%
Total expenses, before waivers/reimbursements
12.38
%
14.05
%
Total expenses, net of waivers/reimbursements
11.98
%
12.85
%
Average debt outstanding—Holdings Credit Facility
$
550,063
$
450,163
Average debt outstanding—Unsecured Notes
511,500
532,228
Average debt outstanding—SBA-guaranteed debentures
300,000
300,000
Average debt outstanding—DB Credit Facility
237,267
218,556
Average debt outstanding—Convertible Notes
201,250
201,250
Average debt outstanding—NMFC Credit Facility(4)
152,570
104,456
Average debt outstanding—NMNLC Credit Facility II
15,200
—
Asset coverage ratio(5)
181.26
%
184.58
%
Portfolio turnover
2.94
%
6.69
%
(1)
Per share data is based on weighted average shares outstanding for the respective period (except for distributions declared to stockholders, which is based on actual rate per share).
(2)
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 the Company’s dividend reinvestment plan. Total return does not reflect sales load.
(3)
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 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. Total return does not reflect sales load.
(4)
Under the NMFC Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in GBP of £17,400 that has been converted to U.S. dollars.
(5)
On November 5, 2014, the Company received exemptive relief from the SEC allowing the Company to modify the asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation.
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Note 13. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the quarter ended March 31, 2022.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company is evaluating the impact of adopting Rule 2a-5 on the consolidated financial statements and intends to comply with the new rule’s requirements on or before the compliance date in September 2022.
Note 14. Subsequent Events
On May 3, 2022, the Company’s board of directors declared a second quarter 2022 distribution of $0.30 per share payable on June 30, 2022 to holders of record as of June 16, 2022.
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Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
USA
Tel: 212 492 4000
Fax: 212 489 1687
www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of New Mountain Finance Corporation
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statement of assets and liabilities of New Mountain Finance Corporation and subsidiaries (the “Company”), including the consolidated schedule of investments, as of March 31, 2022, and the related consolidated statements of operations, changes in net assets, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of December 31, 2021, and the related consolidated statements of operations, changes in net assets and cash flows for the year then ended (not presented herein); and in our report dated February 28, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. 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 PCAOB, 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.
/s/ DELOITTE & TOUCHE LLP
May 9, 2022
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Finance Corporation, including its wholly-owned direct and indirect subsidiaries (collectively, "we", "us", "our", "NMFC" or the "Company").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•
statements concerning the impact of a protracted decline in the liquidity of credit markets;
•
the general economy, including interest and inflation rates, and the COVID-19 pandemic on the industries in which we invest;
•
our future operating results, our business prospects, the adequacy of our cash resources and working capital, and the impact of the COVID-19 pandemic thereon;
•
the ability of our portfolio companies to achieve their objectives and the impact of the COVID-19 pandemic thereon;
•
our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;
•
the ability of New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;
•
actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky and related and other vehicles; and
•
the risk factors set forth in
Item 1A.—Risk Factors
contained in our Annual Report on Form 10-K for the year ended December 31, 2021 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in
Item 1A.—Risk Factors
contained in our Annual Report on Form 10-K for the year ended December 31, 2021 and in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Delaware corporation that was originally incorporated on June 29, 2010 and completed our initial public offering ("IPO") on May 19, 2011. We are 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"). We have elected to be treated, and intend 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"). Since our IPO, and through March 31, 2022, we raised approximately $926.1 million in net proceeds from additional offerings of our common stock.
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a firm with a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that
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may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator”), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations.
We have established the following wholly-owned direct and indirect subsidiaries:
•
New Mountain Finance Holdings, L.L.C. ("NMF Holdings") and New Mountain Finance DB, L.L.C. ("NMFDB"), whose assets are used to secure NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;
•
New Mountain Finance SBIC, L.P. ("SBIC I") and New Mountain Finance SBIC II, L.P. ("SBIC II"), who have received licenses from the U.S. Small Business Administration ("SBA") to operate as small business investment companies ("SBICs") under Section 301(c) of the Small Business Investment Act of 1958, as amended (the "1958 Act") and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP") and New Mountain Finance SBIC II G.P., L.L.C. ("SBIC II GP"), respectively;
•
NMF Ancora Holdings Inc. ("NMF Ancora"), NMF QID Holdings, Inc. ("NMF QID") NMF YP Holdings Inc. ("NMF YP"), NMF Permian Holdings LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB"), NMF TRM, LLC ("NMF TRM"), NMF Pioneer, Inc. ("NMF Pioneer") and NMF OEC, Inc. ("NMF OEC"), which serve as tax blocker corporations by holding equity or equity-like investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); we consolidate our tax blocker corporations for accounting purposes but the tax blocker corporations are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of the portfolio companies; and
•
New Mountain Finance Servicing, L.L.C. ("NMF Servicing"), which serves as the administrative agent on certain investment transactions.
New Mountain Net Lease Corporation ("NMNLC") is a majority-owned consolidated subsidiary of ours, which acquires commercial real estate properties that are subject to "triple net" leases has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.
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. The 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 us to the risks associated with second lien and subordinated loans to the extent we invest in the “last out” tranche. In some cases, our investments may also include equity interests.
Our 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. Similar to us, SBIC I's and SBIC II's investment objectives are to generate current income and capital appreciation under our investment criteria. However, SBIC I's and SBIC II's investments must be in SBA-eligible small businesses. Our portfolio may be concentrated in a limited number of industries. As of March 31, 2022, our top five industry concentrations were software, business services, healthcare services, education and investment funds (which includes our investments in our joint ventures).
As of March 31, 2022, our net asset value was approximately $1,349.4 million and our portfolio had a fair value, as determined in good faith by the board of directors, of approximately $3,257.0 million in 107 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 9.8% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 9.1%. The YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. The YTM at Cost for Investments calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use the London Interbank Offered Rate ("LIBOR"), Sterling Overnight Interbank Average Rate ("SONIA") and Secured Overnight Financing Rate ("SOFR") 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, SONIA and SOFR contracts by the individual companies in our portfolio or other factors.
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Recent Developments
On May 3, 2022, our board of directors declared a second quarter 2022 distribution of $0.30 per share payable on June 30, 2022 to holders of record as of June 16, 2022.
COVID-19 Developments
Our operating results and portfolio companies may be negatively impacted by the COVID-19 pandemic. While several countries, as well as certain states, counties and cities in the United States, have relaxed initial public health restrictions with the view to partially or fully reopening their economies, many cities have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic. These surges have led to the re-introduction of such restrictions and business shutdowns in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Health advisors warn that recurring COVID-19 outbreaks, including outbreaks of new variants such as the delta and omicron variants, as well as any other variants, will continue if reopening is pursued too soon or in the wrong manner, which may lead to the re-introduction or continuation of certain public health restrictions (such as instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues). Additionally, travelers from the United States are restricted from visiting many countries including countries in Europe, Asia, Africa and South America. These continued travel restrictions may prolong the global economic downturn. In addition, while consumer demand for goods and services has begun to rebound, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
Although the Federal Food and Drug Administration authorized vaccines beginning in December 2020 and a significant portion of the U.S. population have been vaccinated, it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally, or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Any delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this Quarterly Report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.
An increase in unrealized depreciation of our investment portfolio due to decreases in fair value of investments attributable to the COVID-19 pandemic resulted in a significant reduction in our net asset value from the period of March 31, 2020 through December 31, 2020 as compared to our net asset value as of December 31, 2019. As of the three months ended March 31, 2022, our net asset value has experienced a recovery from that of the three months ended March 31, 2021. As of March 31, 2022, we were in compliance with our asset coverage requirements under the 1940 Act. In addition, we are not in default of any of the asset coverage requirements under any of our credit facilities as of March 31, 2022. For additional discussion on our portfolio companies, see “Monitoring of Portfolio Investments”.
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Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted 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
We consolidate our wholly-owned direct and indirect subsidiaries: NMF Holdings, NMF Servicing, NMFDB, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP, NMF Permian, NMF HB, NMF TRM, NMF Pioneer and NMF OEC and our majority-owned consolidated subsidiary, NMNLC. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946,
Financial Services—Investment Companies
, ("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times consistent with GAAP and the 1940 Act, we conduct a valuation of assets, which impacts our net asset value.
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:
(1)
Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)
Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.
Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.
For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:
i.
Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value;
ii.
Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)
Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.
Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b.
Preliminary valuation conclusions will then be documented and discussed with our senior management;
c.
If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for
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each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
d.
When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
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 a commitment 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 our 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:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820,
Fair Value Measurements and Disclosures
("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•
Quoted prices for similar assets or liabilities in active markets;
•
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
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 and unobservable. 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 and unobservable inputs.
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.
See Item 1.—
Financial Statements and Supplementary Data
—
Note 4. Fair Value
in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of March 31, 2022.
We generally use the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis:
Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio
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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. We also attempt 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 our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach:
We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue, or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach:
We 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 combination of a yield calibration approach and a comparable investment approach. The yield calibration approach 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. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 1.—
Financial Statements and Supplementary Data
—
Note 4. Fair Value
in this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of March 31, 2022.
NMFC Senior Loan Program III LLC
NMFC Senior Loan Program III LLC ("SLP III") was formed as a Delaware limited liability company and commenced operations on April 25, 2018. SLP III is structured as a private joint venture investment fund between us and SkyKnight Income II, LLC (“SkyKnight II”) and operates under a limited liability company agreement (the "SLP III Agreement"). The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP III, which has equal representation from us and SkyKnight II. SLP III has a five year investment period and will continue in existence until April 25, 2025. The investment period may be extended for up to one year pursuant to certain terms of the SLP III Agreement.
SLP III is capitalized with equity contributions which are called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III. As of March 31, 2022, we and SkyKnight II have committed and contributed $140.0 million and $35.0 million, respectively, of equity to SLP III. Our investment in SLP III is disclosed on our Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021.
On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on January 8, 2026. Effective July 8, 2021, the reinvestment period was extended to July 8, 2024. As of the most recent amendment on July 8, 2021, during the reinvestment period the credit facility bears interest at a rate of LIBOR plus 1.60% and after the reinvestment period it will bear interest at a rate of LIBOR plus 1.90%. Prior to July 8, 2021, the credit facility bore interest at a rate of LIBOR plus 1.70%. Effective November 23, 2020, SLP III's revolving credit facility has a maximum borrowing capacity
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of $525.0 million. As of March 31, 2022 and December 31, 2021, SLP III had total investments with an aggregate fair value of approximately $695.2 million and $702.1 million, respectively, and debt outstanding under its credit facility of $517.6 million and $510.9 million, respectively. As of March 31, 2022 and December 31, 2021, none of SLP III's investments were on non-accrual. Additionally, as of March 31, 2022 and December 31, 2021, SLP III had unfunded commitments in the form of delayed draws of $4.9 million and $4.6 million, respectively.
Below is a summary of SLP III's portfolio as of March 31, 2022 and December 31, 2021:
(in thousands)
March 31, 2022
December 31, 2021
First lien investments (1)
$
708,344
$
709,517
Weighted average interest rate on first lien investments (2)
4.70
%
4.50
%
Number of portfolio companies in SLP III
81
80
Largest portfolio company investment (1)
$
23,428
$
23,489
Total of five largest portfolio company investments (1)
$
95,258
$
95,504
(1)
Reflects principal amount or par value of investment.
(2)
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
See Item 1.—
Financial Statements and Supplementary Data—Note 3. Investments
in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP III's portfolio as of March 31, 2022 and December 31, 2021 and additional information on certain summarized financial information for SLP III as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and March 31, 2021.
NMFC Senior Loan Program IV LLC
NMFC Senior Loan Program IV LLC ("SLP IV") was formed as a Delaware limited liability company on April 6, 2021, and commenced operations on May 5, 2021. SLP IV is structured as a private joint venture investment fund between us and SkyKnight Income Alpha, LLC ("SkyKnight Alpha") and operates under the First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC (the "SLP IV Agreement"). Upon the effectiveness of the SLP IV Agreement dated May 5, 2021, the members contributed their respective membership interests in NMFC Senior Loan Program I LLC ("SLP I") and NMFC Senior Loan Program II LLC ("SLP II") to SLP IV. Immediately following the contribution of their membership interests, SLP I and SLP II became wholly-owned subsidiaries of SLP IV.
The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP IV, which has equal representation from us and SkyKnight Alpha. SLP IV has a five year investment period and will continue in existence until May 5, 2028. The investment period may be extended for up to one year pursuant to certain terms of the SLP IV Agreement.
SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of March 31, 2022, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of their membership interests in SLP I and SLP II to SLP IV. Our investment in SLP IV is disclosed on our Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021.
On May 5, 2021, SLP IV entered into a $370.0 million revolving credit facility with Wells Fargo Bank, National Association which matures on May 5, 2026 and bears interest at a rate of LIBOR plus 1.60% per annum. As of March 31, 2022 and December 31, 2021, SLP IV had total investments with an aggregate fair value of approximately $496.5 million and $504.9 million, respectively, and debt outstanding under its credit facility of $359.6 million and $360.1 million, respectively. As of March 31, 2022 and December 31, 2021, none of SLP IV’s investments were on non-accrual. Additionally, as of March 31, 2022 and December 31, 2021, SLP IV had unfunded commitments in the form of delayed draws of $4.8 million and $6.1 million, respectively.
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Below is a summary of SLP IV's consolidated portfolio as of March 31, 2022 and December 31, 2021:
(in thousands)
March 31, 2022
December 31, 2021
First lien investments (1)
$
507,457
$
513,298
Weighted average interest rate on first lien investments (2)
4.79
%
4.64
%
Number of portfolio companies in SLP IV
72
68
Largest portfolio company investment (1)
$
22,157
$
22,215
Total of five largest portfolio company investments (1)
$
94,595
$
99,875
(1)
Reflects principal amount or par value of investment.
(2)
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
See Item 1.—
Financial Statements and Supplementary Data—Note 3. Investments
in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP IV's consolidated portfolio as of March 31, 2022 and December 31, 2021 and additional information on certain summarized financial information for SLP IV as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022.
New Mountain Net Lease Corporation
NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases. NMNLC's investments are disclosed on our Consolidated Schedule of Investments as of March 31, 2022.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.
Below is certain summarized property information for NMNLC as of March 31, 2022:
Lease
Total
Fair Value as of
Portfolio Company
Tenant
Expiration Date
Location
Square Feet
March 31, 2022
(in thousands)
(in thousands)
NM NL Holdings LP / NM GP Holdco LLC
Various
Various
Various
Various
$
110,991
NM CLFX LP
Victor Equipment Company
8/31/2033
TX
423
23,247
NM APP US LLC
Plasman Corp, LLC / A-Brite LP
9/30/2033
AL / OH
261
17,872
NM GLCR LP
Arctic Glacier U.S.A.
2/28/2038
CA
48
16,852
NM APP Canada, Corp.
A.P. Plasman, Inc.
9/30/2031
Canada
436
10,002
NM DRVT LLC
FMH Conveyors, LLC
10/31/2031
AR
195
9,023
NM YI, LLC
Young Innovations, Inc.
10/31/2039
IL / MO
212
8,381
NM JRA LLC
J.R. Automation Technologies, LLC
1/31/2031
MI
88
4,223
NM KRLN LLC
None
N/A
MD
95
60
$
200,651
Collateralized agreements or repurchase financings
We follow the guidance in Accounting Standards Codification Topic 860,
Transfers and Servicing—Secured Borrowing and Collateral
, ("ASC 860") when accounting for transactions involving the purchases of securities under collateralized agreements to resell (resale agreements). These transactions are treated as collateralized financing transactions and are recorded at their contracted resale or repurchase amounts, as specified in the respective agreements. Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income. As of March 31, 2022 and December 31, 2021, we held one collateralized agreement to resell with a cost basis of $30.0 million and $30.0 million, respectively, and a fair value of $19.4 million and $21.4 million, respectively. The collateralized agreement to resell is on non-accrual. The collateralized agreement to resell is guaranteed by a private hedge fund, PPVA Fund, L.P. The
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private hedge fund is currently in liquidation under the laws of the Cayman Islands. Pursuant to the terms of the collateralized agreement, the private hedge fund was obligated to repurchase the collateral from us at the par value of the collateralized agreement. The private hedge fund has breached its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to us, therefore, we do not have full rights and title to the collateral. A claim has been filed with the Cayman Islands joint official liquidators to resolve this matter. The joint official liquidators have recognized our contractual rights under the collateralized agreement. We continue to exercise our rights under the collateralized agreement and continue to monitor the liquidation process of the private hedge fund. The fair value of the collateralized agreement to resell is reflective of the increased risk of the position.
PPVA Black Elk (Equity) LLC
On May 3, 2013, we entered into a collateralized securities purchase and put agreement (the “SPP Agreement”) with a private hedge fund. Under the SPP Agreement, we purchased twenty million Class E Preferred Units of Black Elk Energy Offshore Operations, LLC (“Black Elk”) for $20.0 million with a corresponding obligation of the private hedge fund, PPVA Black Elk (Equity) LLC, to repurchase the preferred units for $20.0 million plus other amounts due under the SPP Agreement. The majority owner of Black Elk was the private hedge fund. In August 2014, we received a payment of $20.5 million, the full amount due under the SPP Agreement.
In August 2017, a trustee (the “Trustee”) for Black Elk informed us that the Trustee intended to assert a fraudulent conveyance claim (the “Claim”) against us and one of its affiliates seeking the return of the $20.5 million repayment. Black Elk filed a Chapter 11 bankruptcy petition pursuant to the U.S. Bankruptcy Code in August 2015. The Trustee alleged that individuals affiliated with the private hedge fund conspired with Black Elk and others to improperly use proceeds from the sale of certain Black Elk assets to repay, in August 2014, the private hedge fund’s obligation to us under the SPP Agreement. We were unaware of these claims at the time the repayment was received. The private hedge fund is currently in liquidation under the laws of the Cayman Islands.
On December 22, 2017, we settled the Trustee’s $20.5 million Claim for $16.0 million and filed a claim with the Cayman Islands joint official liquidators of the private hedge fund for $16.0 million that is owed to us under the SPP Agreement. The SPP Agreement was restored and is in effect since repayment has not been made. We continue to exercise our rights under the SPP Agreement and continue to monitor the liquidation process of the private hedge fund. During the year ended December 31, 2018, we received a $1.5 million payment from our insurance carrier in respect to the settlement. As of March 31, 2022 and December 31, 2021, the SPP Agreement has a cost basis of $14.5 million and $14.5 million, respectively, and a fair value of $9.4 million and $10.4 million, respectively, which is reflective of the higher inherent risk in this transaction.
Revenue Recognition
Sales and paydowns of investments:
Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend 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. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind (“PIK”) interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three months ended March 31, 2022 and March 31, 2021, we recognized PIK and non-cash interest from investments of approximately $8.5 million and $5.8 million, respectively, and PIK and non-cash dividends from investments of approximately $5.1 million and $5.2 million, respectively.
Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income:
Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Other income:
Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Other
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income may also include fees from bridge loans. We 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 for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.
Monitoring of Portfolio Investments
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 have recently consolidated our portfolio monitoring procedures by combining our previously bifurcated system that separately (1) rated investments based on their performance compared to expectations and (2) assigned a risk rating to each investment based on the expected impact from the COVID-19 pandemic. As described more fully below, our new portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score (“Risk Rating”) based on two metrics – 1) Operating Performance and 2) Business Characteristics:
•
Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of “1” to “4”, with “1” being the worst and “4” being the best:
◦
Tier 1 – Severe business underperformance and/or severe market headwinds
◦
Tier 2 – Significant business underperformance and/or significant market headwinds
◦
Tier 3 – Moderate business underperformance and/or moderate market headwinds
◦
Tier 4 – Business performance is in-line with or above expectations
•
Business Characteristics assesses the health of the investment in context of the underlying portfolio company’s business and credit quality, the underlying portfolio company’s current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of “A” to “C”, with “A” being the best and “C” being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
•
Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
•
Orange – 2C and 1B
•
Yellow – 3C, 2B, and 1A
•
Green – 4C, 3B, 2A, 4B, 3A, and 4A
The following table shows the Risk Rating of our portfolio companies as of March 31, 2022:
(in millions)
As of March 31, 2022
Risk Rating
Cost
Percent
Fair Value
Percent
Red
$
51.5
1.6
%
$
21.6
0.7
%
Orange
248.6
7.7
%
205.0
6.2
%
Yellow
103.1
3.2
%
81.0
2.5
%
Green
2,846.5
87.5
%
2,968.8
90.6
%
$
3,249.7
100.0
%
$
3,276.4
100.0
%
As of March 31, 2022, all investments in our portfolio had a Green Risk Rating with the exception of five portfolio companies that had a Yellow Risk Rating, eight portfolio companies that had an Orange Risk Rating and three portfolio companies that had a Red Risk Rating.
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As of March 31, 2022, our aggregate principal amount of our subordinated position and first lien term loans in American Achievement Corporation ("AAC") was $5.2 million and $29.4 million, respectively. During the first quarter of 2021, we placed an aggregate principal amount of $5.2 million of our subordinated position on non-accrual status. During the third quarter of 2021, we placed an aggregate principal amount of $12.7 million of our first lien term loans on non-accrual status. As of March 31, 2022, our positions in AAC on non-accrual status had an aggregate cost basis of $12.7 million, an aggregate fair value of $7.0 million and total unearned interest income of $0.3 million for the three months then ended. As of March 31, 2022, our AAC portfolio company has a Red Risk Rating.
During the third quarter of 2021, we placed our second lien position in Sierra Hamilton Holdings Corporation ("Sierra") on non-accrual status. As of March 31, 2022, our second lien position in Sierra had an aggregate cost basis of $0.0 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.0 million for the three months then ended. As of March 31, 2022, our Sierra portfolio company has a Red Risk Rating.
During the first quarter of 2020, we placed our investment in our junior preferred shares of UniTek Global Services, Inc. ("UniTek") on non-accrual status. As of March 31, 2022, our junior preferred shares of UniTek had an aggregate cost basis of $34.4 million, an aggregate fair value of $0.0 million and total unearned dividend income of $1.6 million for the three months then ended. During the third quarter of 2021, we placed an aggregate principal amount of $19.8 million of our investment in our senior preferred shares of UniTek on non-accrual status. As of March 31, 2022, our senior preferred shares of UniTek had an aggregate cost basis of $19.8 million, an aggregate fair value of approximately $3.6 million and total unearned dividend income of approximately $1.1 million for the three months then ended. As of March 31, 2022, our UniTek portfolio company has a Green Risk Rating.
During the first quarter of 2018, we placed our first lien positions in Education Management II LLC on non-accrual status as the portfolio company announced its intention to wind down and liquidate the business. As of March 31, 2022, our Education Management Corporation portfolio company has an Orange Risk Rating and an aggregate cost basis of $1.4 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.0 million for the three months then ended.
As of March 31, 2022, our investment in NM KRLN LLC has a Red Risk Rating and an aggregate cost basis of $9.3 million and an aggregate fair value of $0.1 million.
During the year ended December 31, 2019, our security purchased under collateralized agreements to resell was placed on non-accrual. As of March 31, 2022, our investment in this security has a Yellow Risk Rating and has an aggregate cost basis of $30.0 million and an aggregate fair value of approximately $19.4 million.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $3,257.0 million in 107 portfolio companies at March 31, 2022 and approximately $3,174.4 million in 106 portfolio companies at December 31, 2021.
The following table shows our portfolio and investment activity for the three months ended March 31, 2022 and March 31, 2021:
Three Months Ended
(in millions)
March 31, 2022
March 31, 2021
New investments in 24 and 13 portfolio companies, respectively
$
153.8
$
223.4
Debt repayments in existing portfolio companies
44.1
190.7
Sales of securities in 3 and 2 portfolio companies, respectively
49.2
7.0
Change in unrealized appreciation on 28 and 47 portfolio companies, respectively
29.7
45.6
Change in unrealized depreciation on 73 and 55 portfolio companies, respectively
(39.6)
(12.1)
Recent Accounting Standards Updates
See Item 1.—
Financial Statements and Supplementary Data—Note 13. Recent Accounting Standards Updates
for details on recent accounting standards updates.
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Results of Operations for the Three Months Ended March 31, 2022 and March 31, 2021
Revenue
Three Months Ended
(in thousands)
March 31, 2022
March 31, 2021
Total interest income
$
47,878
$
47,009
Total dividend income
16,772
15,662
Other income
4,313
5,037
Total investment income
$
68,963
$
67,708
Our total investment income increased by approximately $1.3 million, or 2%, for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. For the three months ended March 31, 2022, total investment income of approximately $69.0 million consisted of approximately $38.0 million in cash interest from investments, approximately $8.5 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $1.4 million, approximately $11.7 million in cash dividends from investments, approximately $5.1 million in PIK and non-cash dividends from investments and approximately $4.3 million in other income. The increase in interest income of approximately $0.9 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was primarily due to higher LIBOR rates on larger invested balances. The increase in dividend income for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was primarily due to an increase in cash dividends from our investment in SLP III and SLP IV and PIK dividends related to new investments. Other income during the three months ended March 31, 2022, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 17 different portfolio companies.
Operating Expenses
Three Months Ended
(in thousands)
March 31, 2022
March 31, 2021
Management fee
$
11,553
$
13,420
Less: management fee waiver
(1,092)
(3,637)
Total management fee
10,461
9,783
Incentive fee
7,477
7,248
Interest and other financing expenses
18,637
19,385
Administrative expenses
1,209
1,129
Professional fees
937
726
Other general and administrative expenses
477
442
Total expenses
39,198
38,713
Less: expenses waived and reimbursed
(238)
—
Net expenses before income taxes
38,960
38,713
Income tax expense
95
1
Net expenses after income taxes
$
39,055
$
38,714
Our total net operating expenses increased by approximately $0.3 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. Our management fee increased by approximately $0.7 million, net of a management fee waiver, and our incentive fee increased by approximately $0.2 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. The increase in management and incentive fees was attributable to higher invested balances.
Interest and other financing expenses decreased by approximately $0.7 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to the acceleration of deferred financing costs associated with the repayment of the 5.75% Unsecured Notes in the first quarter of 2021. Our total professional fees, administrative expenses and total other general and administrative expenses for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 remained relatively flat.
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Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Three Months Ended
(in thousands)
March 31, 2022
March 31, 2021
Net realized gains (losses) on investments
$
19,172
$
(10,496)
Net realized gains on foreign currency
345
—
Net change in unrealized (depreciation) appreciation of investments
(9,933)
33,472
Net change in unrealized depreciation securities purchased under collateralized agreements to resell
(2,021)
—
Net change in unrealized depreciation on foreign currency
(422)
—
Provision for taxes
(2)
(115)
Net realized and unrealized gains
$
7,139
$
22,861
Our net realized gains and unrealized losses resulted in a net gain of approximately $7.1 million for the three months ended March 31, 2022 compared to net realized losses and unrealized gains resulting in a net gain of approximately $22.9 million for the same period in 2021. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net gain for the three months ended March 31, 2022 was primarily driven by a realized gain in NM GLCR LP and unrealized appreciation in TVG-Edmentum Holdings, LLC, UniTek and Haven Midstream LLC which offset unrealized depreciation in NHME Holdings Corp. and Integro Parent Inc. The provision for income taxes was attributable to equity investments that are held as of March 31, 2022 in eight of our corporate subsidiaries. The net gain for the three months ended March 31, 2021 was primarily driven by the overall increase in market prices of our investments during the period due to the partial recovery of the market from the impact of the COVID-19 pandemic. See
Monitoring of Portfolio Investments
above for more details regarding the health of our portfolio companies.
Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
Since our IPO, and through March 31, 2022, we raised approximately $926.1 million in net proceeds from additional offerings of common stock.
Our 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. 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. On June 8, 2018 our shareholders approved the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction from 200.0% to 150.0% of the minimum asset coverage ratio applicable to us as of June 9, 2018. 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 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As a result of our exemptive relief received on November 5, 2014, we are permitted to exclude our SBA-guaranteed debentures from the 150.0% asset coverage ratio that the we are required to maintain under the 1940 Act. The agreements governing the NMFC Credit Facility, the Convertible Notes and the Unsecured Notes (as defined below) contain certain covenants and terms, including a requirement that we not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a requirement that we not exceed a secured debt ratio of 0.70 to 1.00 at any time. As of March 31, 2022, our asset coverage ratio was 181.3%.
At March 31, 2022 and December 31, 2021, we had cash and cash equivalents of approximately $35.4 million and $58.1 million, respectively. Our cash (used in) provided by operating activities during the three months ended March 31, 2022 and March 31, 2021 was approximately $(45.2) million and $44.3 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.
On November 3, 2021, we entered into an equity distribution agreement (the “Distribution Agreement”) with B. Riley Securities, Inc. and Raymond James & Associates, Inc. (collectively, the “Agents”). The Distribution Agreement provides that we may issue and sell our shares from time to time through the Agents, up to $250.0 million worth of our common stock by means of at-the-market ("ATM") offerings.
For the three months ended March 31, 2022, we sold 1,511,836 shares of common stock under the Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $20.5 million, including $0.3 million of offering expenses, from these sales.
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We generally use net proceeds from these ATM offerings to make investments, to pay down liabilities and for general corporate purposes. As of March 31, 2022, shares representing approximately $216.6 million of its common stock remain available for issuance and sale under the Distribution Agreement.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our 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, 2022 and December 31, 2021, we had outstanding commitments to third parties to fund investments totaling $238.3 million and $215.4 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We 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, 2022 and December 31, 2021, we had commitment letters to purchase investments in an aggregate par amount of $54.0 million and $6.8 million, respectively. As of March 31, 2022 and December 31, 2021, we had not entered into any bridge financing commitments which could require funding in the future.
Borrowings
Holdings Credit Facility
—On October 24, 2017, we entered into the Third Amended and Restated Loan and Security Agreement among us, as the Collateral Manager, NMF Holdings, as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian (as amended from time to time, the "Holdings Credit Facility"). As of the most recent amendment on April 20, 2021, the maturity date of the Holdings Credit Facility is April 20, 2026, and the maximum facility amount is the lesser of $800.0 million and the actual commitments of the lenders to make advances as of such date.
As of March 31, 2022, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730.0 million. Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 25.0%, 45.0%, 67.5% or 70.0% of the purchase price of pledged assets, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is non-recourse to us and is collateralized by all of the investments of NMF Holdings on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Holdings Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Holdings Credit Facility requires us to maintain a minimum asset coverage ratio of 150.0%. 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.
As of the most recent amendment on April 20, 2021, the Holdings Credit Facility bears interest at a rate of LIBOR plus 1.60% per annum for Broadly Syndicated Loans (as defined in the Fifth Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. From September 30, 2020 to April 19, 2021, the Holdings Credit Facility bore interest at a rate of LIBOR plus 2.00% per annum for Broadly Syndicated Loans (as defined in the Fourth Amendment Loan and Security Agreement) and LIBOR plus 2.50% per annum for all other investments. The Holdings Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Third Amended and Restated Loan and Security Agreement).
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Holdings Credit Facility was $576.3 million and $545.3 million, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Holdings Credit Facility for the three months ended March 31, 2022 and March 31, 2021.
NMFC Credit Facility
—The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "RCA"), dated June 4, 2021, among us, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders (the "NMFC Credit Facility"), is structured as a senior secured revolving credit facility. The NMFC Credit Facility is guaranteed by certain of our domestic subsidiaries and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on June 4, 2021, the maturity date of the NMFC Credit Facility is June 4, 2026.
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As of March 31, 2022, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $198.5 million. We are permitted to borrow at various advance rates depending on the type of portfolio investment as outlined in the related RCA. All fees associated with the origination and amending of the NMFC Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the NMFC Credit Facility. The NMFC Credit Facility contains certain customary affirmative and negative covenants and events of default, including certain financial covenants related to the asset coverage and liquidity and other maintenance covenants.
As of the most recent amendment on June 4, 2021, the NMFC Credit Facility generally bears interest at a rate of LIBOR or SONIA plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA). Prior to June 4, 2021, the NMFC Credit Facility bore interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charged a commitment fee based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).
As of March 31, 2022 and December 31, 2021, the outstanding balance on the NMFC Credit Facility was $131.9 million and $127.2 million, which included £17.4 million and £16.4 million, respectively, denominated in British Pound Sterling ("GBP") that has been converted to U.S. dollars, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the NMFC Credit Facility for the three months ended March 31, 2022 and March 31, 2021.
Unsecured Management Company Revolver
—The Uncommitted Revolving Loan Agreement, dated March 30, 2020, by and between us, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser (the "Unsecured Management Company Revolver"), is structured as a discretionary unsecured revolving credit facility. The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on December 17, 2021, the maturity date of the Unsecured Management Company Revolver is December 31, 2024.
As of the most recent amendment on December 17, 2021, the Unsecured Management Company Revolver bears interest at a rate of 4.00% per annum. Prior to December 17, 2021, the Unsecured Management Company Revolver bore interest at a rate of 7.00% per annum (as defined in the Uncommitted Revolving Loan Agreement). On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million. As of March 31, 2022, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50.0 million and no borrowings were outstanding. For the three months ended March 31, 2022 and March 31, 2021, amortization of financing costs were each less than $50.0 thousand, respectively.
DB Credit Facility
—The Loan Financing and Servicing Agreement (the "LFSA") dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian (the "DB Credit Facility"), is structured as a secured revolving credit facility and matures on March 25, 2026.
As of March 31, 2022, the maximum amount of revolving borrowings available under the DB Credit Facility was $280.0 million. We are permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the LFSA. The DB Credit Facility is non-recourse to us and is collateralized by all of the investments of NMFDB on an investment by investment basis. All fees associated with the origination and amending of the DB Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the DB Credit Facility. The DB Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of NMFDB investments, but rather to the performance of the underlying portfolio companies.
The advances under the DB Credit Facility accrue interest at a per annum rate equal to the Applicable Margin plus the lender's Cost of Funds Rate. Prior to March 25, 2021, the Applicable Margin was equal to 2.60% during the Revolving Period and then increases by 0.20% during an Event of Default. Effective March 25, 2021, the Applicable Margin is equal to 2.35% during the Revolving Period and then increases by 0.20% during an Event of Default. The "Cost of Funds Rate" for a conduit lender is the lower of its commercial paper rate and the Base Rate plus 0.50%, and for any other lender is the Base Rate. The "Base Rate" is the three-months LIBOR Rate but may become an alternative base rate based on Deutsche Bank's base lending rate if certain LIBOR disruption events occur. We are also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the LFSA) and a facility agent fee of 0.25% per annum on the total facility amount.
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As of March 31, 2022 and December 31, 2021, the outstanding balance on the DB Credit Facility was $224.3 million and $226.3 million, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such date.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the DB Credit Facility for the three months ended March 31, 2022 and March 31, 2021.
NMNLC Credit Facility II
—The Credit Agreement (together with the related guarantee and security agreement, the "NMNLC CA"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender (the "NMNLC Credit Facility II"), is structured as a senior secured revolving credit facility. As of the most recent amendment on December 7, 2021, the NMNLC CA matures on February 25, 2023. The NMNLC Credit Facility II is guaranteed by us and proceeds from the NMNLC Credit Facility II are able to be used for funding of additional acquisition properties. As of March 31, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II is $20.0 million.
Prior to the amendment on December 7, 2021, the NMNLC Credit Facility II bore interest at a rate of LIBOR plus 2.75% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). As of December 7, 2021, the NMNLC Credit Facility II bears interest at a rate of SOFR plus 2.75% per annum with a 0.35% floor, and charges a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). As of March 31, 2022 and December 31, 2021, the outstanding balance on the NMNLC Credit Facility II was $15.2 million and $15.2 million, respectively, and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the NMNLC Credit Facility II for the three months ended March 31, 2022 and March 31, 2021.
Convertible Notes
—On August 20, 2018, we closed a registered public offering of $100.0 million aggregate principal amount of unsecured convertible notes ( the "Convertible Notes"), pursuant to an indenture, dated August 20, 2018, as supplemented by a first supplemental indenture thereto, dated August 20, 2018 (together the “2018A Indenture”). On August 30, 2018, in connection with the registered public offering, we issued an additional $15.0 million aggregate principal amount of the Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the Convertible Notes. On June 7, 2019, we closed a registered public offering of an additional $86.3 million aggregate principal amount of the Convertible Notes. These additional Convertible Notes constitute a further issuance of, rank equally in right of payment with, and form a single series with the $115.0 million aggregate principal amount of Convertible Notes that we issued in August 2018.
The Convertible Notes bear interest at an annual rate of 5.75%, payable semi-annually in arrears on February 15 and August 15 of each year. The Convertible Notes will mature on August 15, 2023 unless earlier converted, repurchased or redeemed pursuant to the terms of the 2018A Indenture. We may not redeem the Convertible Notes prior to May 15, 2023. On or after May 15, 2023, we may redeem the Convertible Notes for cash, in whole or from time to time in part, at our option at a redemption price, subject to an exception for redemption dates occurring after a record date but on or prior to the interest payment date, equal to the sum of (i) 100% of the principal amount of the Convertible Notes to be redeemed, (ii) accrued and unpaid interest thereon to, but excluding, the redemption date and (iii) a make-whole premium.
No sinking fund is provided for the Convertible Notes. Holders of Convertible Notes may, at their option, convert their Convertible Notes into shares of our common stock at any time on or prior to the close of business on the business day immediately preceding the maturity date of the Convertible Notes. In addition, if certain corporate events occur, holders of the Convertible Notes may require us to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date.
The 2018A Indenture contains certain covenants, including covenants requiring us to provide certain financial information to the holders of the Convertible Notes and the trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The 2018A Indenture also includes additional financial covenants related to our asset coverage ratio. These covenants are subject to limitations and exceptions that are described in the 2018A Indenture.
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The following table summarizes certain key terms related to the convertible features of our Convertible Notes as of March 31, 2022:
Convertible Notes
Initial conversion premium
10.0
%
Initial conversion rate(1)
65.8762
Initial conversion price
$
15.18
Conversion premium at March 31, 2022
10.0
%
Conversion rate at March 31, 2022(1)(2)
65.8762
Conversion price at March 31, 2022(2)(3)
$
15.18
Last conversion price calculation date
August 20, 2021
(1)
Conversion rates denominated in shares of common stock per $1.0 thousand principal amount of our Convertible Notes converted.
(2)
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
(3)
The conversion price in effect at March 31, 2022 was calculated on the last anniversary of the issuance and will be calculated again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.34 per share per quarter and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $13.80 per share. In no event will the total number of shares of common stock issuable upon conversion exceed 72.4637 per $1 principal amount. We have determined that the embedded conversion option in the Convertible Notes is not required to be separately accounted for as a derivative under GAAP.
The Convertible Notes are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles. As reflected in
Item 1. - Financial Statements - Note 11
.
Earnings Per Share
, the issuance is considered part of the if-converted method for calculation of diluted earnings per share.
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Convertible Notes was $201.2 million and $201.2 million, respectively, and NMFC was in compliance with the terms of the 2018A Indenture on such date.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Convertible Notes for the three months ended March 31, 2022 and March 31, 2021.
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Unsecured Notes
On May 6, 2016, we issued $50.0 million in aggregate principal amount of our 2016 Unsecured Notes (the "2016 Unsecured Notes"), pursuant to a note purchase agreement, dated May 4, 2016, to an institutional investor in a private placement. On September 30, 2016, we entered into an amended and restated note purchase agreement (the "NPA") and issued an additional $40.0 million in aggregate principal amount of 2016 Unsecured Notes to institutional investors in a private placement. On February 16, 2021, we repaid all $90.0 million in aggregate principal amount of the issued and outstanding 2016 Unsecured Notes. On June 30, 2017, we issued $55.0 million in aggregate principal amount of five-year unsecured notes that mature on July 15, 2022 (the "2017A Unsecured Notes"), pursuant to the NPA and a supplement to the NPA. On January 30, 2018, we issued $90.0 million in aggregate principal amount of five year unsecured notes that mature on January 30, 2023 (the "2018A Unsecured Notes") pursuant to the NPA and a second supplement to the NPA. On July 5, 2018, we issued $50.0 million in aggregate principal amount of five year unsecured notes that mature on June 28, 2023 (the "2018B Unsecured Notes") pursuant to the NPA and a third supplement to the NPA (the "Third Supplement"). On April 30, 2019, we issued $116.5 million in aggregate principal amount of five year unsecured notes that mature on April 30, 2024 (the "2019A Unsecured Notes") pursuant to the NPA and a fourth supplement to the NPA. On January 29, 2021, we issued $200.0 million in aggregate principal amount of five year unsecured notes that mature on January 29, 2026 (the "2021A Unsecured Notes") pursuant to the NPA and a fifth supplement to the NPA. The NPA provides for future issuances of unsecured notes in separate series or tranches.
The 2016 Unsecured Notes bore interest at an annual rate of 5.313%, payable semi-annually on May 15 and November 15 of each year. The 2017A Unsecured Notes bear interest at an annual rate of 4.760%, payable semi-annually on January 15 and July 15 of each year. The 2018A Unsecured Notes bear interest at an annual rate of 4.870%, payable semi-annually on February 15 and August 15 of each year. The 2018B Unsecured Notes bear interest at an annual rate of 5.360%, payable semi-annually on January 15 and July 15 of each year. The 2019A Unsecured Notes bear interest at an annual rate of 5.494%, payable semi-annually on April 15 and October 15 of each year. The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year, which commenced on July 29, 2021. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the underlying unsecured notes or we cease to have an investment grade rating or (ii) the aggregate amount of our unsecured debt falls below $150.0 million. In each such event, we have the option to offer to prepay the underlying unsecured notes at par, in which case holders of the underlying unsecured notes who accept the offer would not receive the increased interest rate. In addition, we are obligated to offer to prepay the underlying unsecured notes at par if the Investment Adviser, or an affiliate thereof, ceases to be our investment adviser or if certain change in control events occur with respect to the Investment Adviser.
The NPA contains customary terms and conditions for unsecured notes issued, including, without limitation, an option to offer to prepay all or a portion of the unsecured notes under its governance at par (plus a make-whole amount if applicable), affirmative and negative covenants such as information reporting, maintenance of our status as a BDC under the 1940 Act and a RIC under the Code, minimum stockholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes at NMFC 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 NMFC or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Third Supplement includes additional financial covenants related to asset coverage as well as other terms.
On September 25, 2018, we closed a registered public offering of $50.0 million in aggregate principal amount of our 5.75% Unsecured Notes that mature on October 1, 2023 (the "5.75% Unsecured Notes", together with the 2016 Unsecured Notes, 2017A Unsecured Notes, 2018A Unsecured Notes, 2018B Unsecured Notes, 2019A Unsecured Notes and the 2021A Unsecured Notes, the "Unsecured Notes"), pursuant to an indenture, dated August 20, 2018, as supplemented by a second supplemental indenture thereto, dated September 25, 2018 (together, the "2018B Indenture"). On October 17, 2018, in connection with the registered public offering, we issued an additional $1.8 million aggregate principal amount of the 5.75% Unsecured Notes pursuant to the exercise of an overallotment option by the underwriters of the 5.75% Unsecured Notes.
On March 8, 2021, we redeemed $51.8 million in aggregate principal amount of the 5.75% Unsecured Notes bear at a redemption price of 100% plus accrued and unpaid interest.
The 5.75% Unsecured Notes bore interest at an annual rate of 5.75%, payable quarterly on January 1, April 1, July 1 and October 1 of each year. The 5.75% Unsecured Notes were listed on the New York Stock Exchange and traded under the trading symbol “NMFX” until September 13, 2020. On September 14, 2020, the 5.75% Unsecured Notes began trading on the NASDAQ Global Select Market (the "NASDAQ") under the ticker symbol "NMFCL", until redeemed on March 8, 2021.
The Unsecured Notes are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets
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securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles.
As of March 31, 2022 and December 31, 2021, the outstanding balance on the Unsecured Notes was $511.5 million and $511.5 million, respectively, and we were in compliance with the terms of the NPA as of such dates, as applicable.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Unsecured Notes for the three months ended March 31, 2022 and March 31, 2021.
SBA-guaranteed debentures
—On August 1, 2014 and August 25, 2017, respectively, SBIC I and SBIC II received SBIC licenses from the SBA to operate as SBICs.
The SBIC license allows SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse to us, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with ten year maturities. The SBA, as a creditor, will have a superior claim to the assets of SBIC I and SBIC II over our stockholders in the event SBIC I and SBIC II are liquidated or the SBA exercises remedies upon an event of default.
The maximum amount of borrowings available under current SBA regulations for a single licensee is $150.0 million as long as the licensee has at least $75.0 million in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. In June 2018, legislation amended the 1958 Act by increasing the individual leverage limit from $150.0 million to $175.0 million, subject to SBA approvals.
As of March 31, 2022 and December 31, 2021, SBIC I had regulatory capital of $75.0 million and $75.0 million, respectively, and SBA-guaranteed debentures outstanding of $150.0 million and $150.0 million, respectively. As of March 31, 2022 and December 31, 2021, SBIC II had regulatory capital of $75.0 million and $75.0 million, respectively, and $150.0 million and $150.0 million, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures.
Prior to pooling, the SBA-guaranteed debentures bear interest at an interim floating rate of LIBOR plus 0.30%. Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.
The SBIC program is designed to stimulate the flow of private investor capital into eligible small businesses, as defined by the SBA. Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible small businesses, investing at least 25.0% of its investment capital in eligible smaller enterprises (as defined under the 1958 Act), placing certain limitations on the financing terms of investments, regulating the types of financing, prohibiting investments in small businesses with certain characteristics or in certain industries and requiring capitalization thresholds that limit distributions to us. SBICs are subject to an annual periodic examination by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations and an annual financial audit of its financial statements that are prepared on a basis of accounting other than GAAP (such as ASC 820) by an independent auditor. As of March 31, 2022 and December 31, 2021, SBIC I and SBIC II were in compliance with SBA regulatory requirements.
See Item 1.—
Financial Statements and Supplementary Data—Note 7. Borrowings
in this Quarterly Report on Form 10-Q for additional information on our SBA-guaranteed debentures as of March 31, 2022 and costs incurred on the SBA-guaranteed debentures for the three months ended March 31, 2022 and March 31, 2021.
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Contractual Obligations
A summary of our significant contractual payment obligations as of March 31, 2022 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)
$
576.3
$
—
$
—
$
576.3
$
—
Unsecured Notes(2)
511.5
145.0
166.5
200.0
—
SBA-guaranteed debentures(3)
300.0
—
37.5
84.2
178.3
DB Credit Facility(4)
224.3
—
—
224.3
—
Convertible Notes(5)
201.2
—
201.2
—
—
NMFC Credit Facility(6)
131.9
—
—
131.9
—
NMNLC Credit Facility II(7)
15.2
15.2
—
—
—
Total Contractual Obligations
$
1,960.4
$
160.2
$
405.2
$
1,216.7
$
178.3
(1)
Under the terms of the $730.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($576.3 million as of March 31, 2022) must be repaid on or before April 20, 2026. As of March 31, 2022, there was approximately $153.7 million of possible capacity remaining under the Holdings Credit Facility.
(2)
$55.0 million of the 2017A Unsecured Notes will mature on July 15, 2022 unless earlier repurchased, $90.0 million of the 2018A Unsecured Notes will mature on January 30, 2023 unless earlier repurchased, $50.0 million of the 2018B Unsecured Notes will mature on June 28, 2023 unless earlier repurchased, $116.5 million of the 2019A Unsecured Notes will mature on April 30, 2024 unless earlier repurchased and $200.0 million of the 2021A Unsecured Notes will mature on January 29, 2026 unless earlier repurchased.
(3)
Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
(4)
Under the terms of the $280.0 million DB Credit Facility, all outstanding borrowings under that facility ($224.3 million as of March 31, 2022) must be repaid on or before March 25, 2026. As of March 31, 2022, there was approximately $55.7 million of possible capacity remaining under the DB Credit Facility.
(5)
The Convertible Notes will mature on August 15, 2023 unless earlier converted or repurchased at the holder's option or redeemed by us.
(6)
Under the terms of the $198.5 million NMFC Credit Facility, all outstanding borrowings under that facility ($131.9 million
,
which included £17.4 million denominated in GBP that has been converted to U.S. dollars as of March 31, 2022) must be repaid on or before June 4, 2026. As of March 31, 2022, there was approximately $66.6 million of available capacity remaining under the NMFC Credit Facility.
(7)
Under the terms of the NMNLC Credit Facility II, all outstanding borrowings under that facility ($15.2 million as of March 31, 2022) must be repaid on or before February 25, 2023. As of March 31, 2022, there was approximately $4.8 million of available capacity remaining under the NMNLC Credit Facility II.
We have entered into an investment management and advisory agreement (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 us 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 our performance.
We have also entered into the administration agreement, as amended and restated (the "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 maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC.
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
Distributions declared and paid to stockholders for the three months ended March 31, 2022 totaled approximately $29.6 million.
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The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our board of directors for the two most recent fiscal years and the current fiscal year to date:
Fiscal Year Ended
Date Declared
Record Date
Payment Date
Per Share
Amount (1)
December 31, 2022
First Quarter
February 23, 2022
March 17, 2022
March 31, 2022
$
0.30
$
0.30
December 31, 2021
Fourth Quarter
October 27, 2021
December 16, 2021
December 30, 2021
$
0.30
Third Quarter
July 29, 2021
September 16, 2021
September 30, 2021
0.30
Second Quarter
April 30, 2021
June 16, 2021
June 30, 2021
0.30
First Quarter
February 17, 2021
March 17, 2021
March 31, 2021
0.30
$
1.20
December 31, 2020
Fourth Quarter
October 28, 2020
December 16, 2020
December 30, 2020
$
0.30
Third Quarter
July 29, 2020
September 16, 2020
September 30, 2020
0.30
Second Quarter
April 29, 2020
June 16, 2020
June 30, 2020
0.30
First Quarter
February 19, 2020
March 13, 2020
March 27, 2020
0.34
$
1.24
(1)
Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2021 and December 31, 2020, total distributions were $116.5 million and $120.1 million, respectively, of which the distributions were comprised of approximately 90.99% and 84.58%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of long-term capital gains and approximately 9.01% and 15.42%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.
We intend to pay quarterly distributions to our stockholders in amounts sufficient to maintain our status as a RIC. We intend to distribute approximately all of our 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 maintain an "opt out" dividend reinvestment plan on behalf of our common stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of common stock, unless the stockholder elects to receive cash. See
Item 1— Financial Statements—Note 2. Summary of Significant Accounting Policies
for additional details regarding our dividend reinvestment plan.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•
We have 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.
•
We have entered into a fee waiver agreement (the "Fee Waiver Agreement") with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by us under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ending December 31, 2023. See
Item 1— Financial Statements—Note 5.
Agreements
for details.
•
We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective 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, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer
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and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, 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 and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three months ended March 31, 2022 approximately $0.8 million, of indirect administrative expenses were included in administrative expenses, of which approximately $0.2 million were waived by the Administrator. As of March 31, 2022, approximately $1.0 million of indirect administrative expenses were included in payable to affiliates. For the three months ended March 31, 2022, the reimbursement to the Administrator represented approximately 0.02% of our gross assets.
•
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", as well as the NMF logo.
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors, which is available on our website at http://www.newmountainfinance.com. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware General Corporation Law.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us 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. On October 8, 2019, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.
On March 30, 2020, we entered into the Unsecured Management Company Revolver with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30.0 million maximum amount of revolver borrowings available and a maturity date of December 31, 2022. On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million. On December 17, 2021, we entered into Amendment No. 1 to the Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which lowered the interest rate and extended the maturity date from December 31, 2022 to December 31, 2024. Refer to
Borrowings
for discussion of the Unsecured Management Company Revolver.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, such as interest rate fluctuations. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities that we hold. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. In addition, in a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. However, in March 2022, the Federal Reserve raised interest rates by 0.25%, the first increase since December 2018. Most recently, the Federal Reserve raised interest rates an additional 0.50% in May 2022, and indicated that it would raise rates at each of the remaining five meetings in 2022. During the three months ended March 31, 2022, certain of the loans held in our portfolio had floating LIBOR, SONIA or SOFR interest rates. As of March 31, 2022, approximately 86.21% of investments at fair value (excluding investments on non-accrual, unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR, SONIA or SOFR floor (includes investments bearing prime interest rate contracts) and approximately 13.79% of investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facilities are also subject to floating interest rates and are currently paid based on floating LIBOR, SONIA or SOFR 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 our portfolio of investments held on March 31, 2022. Interest expense is calculated based on the terms of our outstanding revolving credit facilities, convertible notes and unsecured notes. For our floating rate credit facilities, we use the outstanding balance as of March 31, 2022. Interest expense on our floating rate credit facilities is calculated using the interest rate as of March 31, 2022, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of March 31, 2022. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2022, and are only adjusted for assumed changes in the underlying base interest rates.
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
0.38
%
Base Interest Rate
—
%
+100 Basis Points
4.89
%
+200 Basis Points
14.70
%
+300 Basis Points
24.50
%
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Item 4. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
As of March 31, 2022 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b)
Changes in Internal Controls Over Financial Reporting
Management has not identified any change in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
The terms “we”, “us”, “our” and the “Company” refers to New Mountain Finance Corporation and its consolidated subsidiaries.
Item 1. Legal Proceedings
We, and our consolidated subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material pending legal proceedings as of March 31, 2022. From time to time, we or our consolidated subsidiaries may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in
Item 1A. Risk Factors
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Small Business Credit Availability Act allows us to incur additional leverage, which could increase the risk of investing in our securities". The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the three months ended March 31, 2022 to the risk factors discussed in
Item 1A. Risk Factors
in our Annual Report on Form 10-K for the year ended December 31, 2021.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not engage in unregistered sales of equity securities during the three months ended March 31, 2022.
Issuer Purchases of Equity Securities
Dividend Reinvestment Plan
During the quarter ended March 31, 2022, we did not purchase any of our common stock in the open market in connection with our dividend reinvestment plan.
Stock Repurchase Program
On February 4, 2016, our board of directors authorized a program for the purpose of repurchasing up to $50.0 million worth of our common stock (the "Repurchase Program"). Under the Repurchase Program, we were permitted, but were not obligated to, repurchase our outstanding common stock in the open market from time to time, provided that we complied with our code of ethics and the guidelines specified in Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. On December 22, 2021, our board of directors extended our Repurchase Program and we expect the Repurchase Program to be in place until the earlier of December 31, 2022 or until $50.0 million of outstanding shares of common stock have been repurchased. To date, approximately $2.9 million of common stock has been repurchased by us under the Repurchase Program. We did not repurchase any shares of our common stock under the Repurchase Program during the three months ended March 31, 2022.
Item 3.
Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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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 U.S. 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)
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.
*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 9, 2022.
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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