UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: December 27, 2012

 

New Mountain Finance Corporation

(Exact name of co-registrant as specified in its charter)

 

Delaware

 

814-00832

 

27-2978010

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

787 7th Avenue, 48th Floor, New York, NY 10019

(Address of principal executive offices)

 

Co-Registrant’s telephone number, including area code (212) 730-0300

 

New Mountain Finance Holdings, L.L.C.

(Exact name of co-registrant as specified in its charter)

 

Delaware

 

814-00839

 

26-3633318

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

787 7th Avenue, 48th Floor, New York, NY 10019

(Address of principal executive offices)

 

Co-Registrant’s telephone number, including area code (212) 730-0300

 

New Mountain Finance AIV Holdings Corporation

(Exact name of co-registrant as specified in its charter)

 

Delaware

 

814-00902

 

80-0721242

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

787 7th Avenue, 48th Floor, New York, NY 10019

(Address of principal executive offices)

 

Co-Registrant’s telephone number, including area code (212) 730-0300

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01 Regulation FD Disclosure

 

On December 27, 2012, New Mountain Finance Corporation, New Mountain Finance Holdings, L.L.C. and New Mountain Finance AIV Holdings Corporation issued a joint press release, the text of which is attached hereto as Exhibit 99.1.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release, dated December 27, 2012

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NEW MOUNTAIN FINANCE CORPORATION

 

NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.

 

NEW MOUNTAIN FINANCE AIV HOLDINGS CORPORATION

 

 

 

 

 

 

 

 

 

 

Date: December 27, 2012

 

By:

/s/ Adam B. Weinstein

 

 

 

Name:  Adam B. Weinstein

 

 

 

Title:    Chief Financial Officer

 

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