|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Investments III, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
20,221,938*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
20,221,938
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,221,938*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Guardian AIV, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
20,221,938*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
20,221,938
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,221,938*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Finance AIV Holdings Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
20,221,938*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
20,221,938
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,221,938*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Guardian Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
1,252,964*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,964*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Guardian GP, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
1,252,964*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,964*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
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CUSIP No.
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SCHEDULE 13D
|
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven B. Klinsky
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
23,338,279*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
20,221,938
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,338,279*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
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1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven B. Klinsky Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
68,965*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,965*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No.
|
SCHEDULE 13D
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Adam J. Collins
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
79,310*
|
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,310*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
Neither the present filing nor anything contained herein shall be construed as an admission that (i) any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Act, (ii) any of the Reporting Persons are, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group or (iii) any of the Reporting Persons are, for the purposes of Sections 13(d) of the Act, the beneficial owner of any securities other than securities directly owned by such Reporting Persons.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
99.1
|
Joint Filing Agreement, dated May 31, 2011.
|
99.2
|
Form of Amended and Restated Limited Liability Company Agreement of the Issuer filed as Exhibit (b)(3) to the Issuer’s Registration Statement on Form N-2 dated May 9, 2011, and incorporated herein by reference.
|
99.3
|
Form of Dividend Reinvestment Plan of New Mountain Finance filed as Exhibit (e) to the Issuer’s Registration Statement on Form N-2 dated May 9, 2011, and incorporated herein by reference.
|
99.4
|
Lock-Up Agreement, dated May 19, 2011.
|
NEW MOUNTAIN INVESTMENTS III, L.L.C.
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
NEW MOUNTAIN GUARDIAN AIV, L.P.
By: New Mountain Investments III, L.L.C.,
its general partner
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
|||
NEW MOUNTAIN FINANCE AIV
HOLDINGS CORPORATION
|
|||
By:
|
/s/ Adam Weinstein
|
||
Name: Adam Weinstein
|
|||
Title: Chief Financial Officer
|
NEW MOUNTAIN GUARDIAN PARTNERS, L.P.
By: New Mountain Guardian GP, L.L.C.,
its general partner
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
NEW MOUNTAIN GUARDIAN GP, L.L.C.
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
Steven B. Klinsky
/s/ Steven B. Klinsky
|
STEVEN B. KLINSKY TRUST
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Investment Trustee
|
Adam J. Collins
/s/ Adam J. Collins
|
NEW MOUNTAIN INVESTMENTS III, L.L.C.
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
NEW MOUNTAIN GUARDIAN AIV, L.P.
By: New Mountain Investments III, L.L.C.,
its general partner
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
|||
NEW MOUNTAIN FINANCE AIV
HOLDINGS CORPORATION
|
|||
By:
|
/s/ Adam Weinstein
|
||
Name: Adam Weinstein
|
|||
Title: Chief Financial Officer
|
NEW MOUNTAIN GUARDIAN PARTNERS, L.P.
By: New Mountain Guardian GP, L.L.C.,
its general partner
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
NEW MOUNTAIN GUARDIAN GP, L.L.C.
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Managing Member
|
Steven B. Klinsky
/s/ Steven B. Klinsky
|
STEVEN B. KLINSKY TRUST
|
|||
By:
|
/s/ Steven B. Klinsky
|
||
Name: Steven B. Klinsky
|
|||
Title: Investment Trustee
|
Adam J. Collins
/s/ Adam J. Collins
|
|
Re: New Mountain Finance Corporation - Lock-Up Agreement
|
|
Very truly yours,
|
|
________________________________________
|
|
Exact Name of Shareholder
|
|
________________________________________
|
|
Authorized Signature
|
|
________________________________________
|
|
Title
|