Sec Form 13D Filing - New Mountain Investments III LLC filing for MTN FIN CORP 8.25% NT DUE (NMFCZ) - 2014-02-18

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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*New Mountain Guardian GP, L.L.C. directly owns 87,291 shares of Issuer’s common stock and Mr. Klinsky is the sole owner of New Mountain Guardian GP, L.L.C.  The Steven B. Klinsky Trust holds 109,741 of the shares shown above and the Steven B. Klinsky Non-GST Exempt Trust holds 624,894 shares as a result of a transfer by bona fide gift of shares from Steven B. Klinsky on October 18, 2012.

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* This number represents a total of 109,741 shares held in the Steven B. Klinsky Trust and 624,894 shares held in the Steven B. Klinsky Non-GST Exempt Trust, both of which the Reporting Person is a trustee.

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This Amendment No. 8 amends and supplements the statement on Schedule 13D, filed on May 31, 2011, as amended by Amendment No. 1 thereto filed on August 9, 2011, Amendment No. 2 thereto filed on October 3, 2012, Amendment No. 3 thereto filed on October 23, 2012, Amendment No. 4 thereto filed March 28, 2013, Amendment No. 5 thereto filed on June 28, 2013, Amendment No. 6 thereto filed on July 18, 2013 and Amendment No. 7 thereto filed on November 1, 2013 (collectively, the “Schedule 13D”), by New Mountain Investments III, L.L.C., a Delaware limited liability company, New Mountain Guardian AIV, L.P., a Delaware limited partnership, New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“AIV Holdings”), New Mountain Guardian Partners, L.P. , a Delaware limited partnership (“Guardian Partners”), New Mountain Guardian GP, L.L.C., a Delaware limited liability company (“Guardian GP”), Steven B. Klinsky, the Steven B. Klinsky Trust and Adam J. Collins (collectively, the “Reporting Persons”)(1) with respect to the common stock, par value $0.01 per share (“Common Stock”), of New Mountain Finance Corporation, a Delaware corporation (the “Issuer”).  Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.  Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.

Item 3 of the Schedule 13D is hereby amended to add the following:

On February 3, 2014, the Issuer completed an underwritten public offering of 2,671,938 shares of its Common Stock at a public offering price of $14.70 per share (the “February 2014 Resale Offering”) on behalf of AIV Holdings. In connection with the February 2014 Resale Offering, AIV Holdings tendered 2,671,938 common membership units of the Operating Company held by AIV Holdings to the Issuer in exchange for $38,101,835.88 of net proceeds (after deducting underwriting discounts and commissions) and the Issuer issued 2,671,938 shares of its Common Stock directly to the underwriters for the February 2014 Resale Offering.

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) – (b).  With respect to each Reporting Person, the aggregate percentage of shares of Common Stock reported beneficially owned by such person named herein is based upon 47,896,693 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of February 3, 2014 and treating any shares of Common Stock which may be acquired by any Reporting Person within 60 days (including through the exchange at any time and from time to time some or all of the common membership units of the Operating Company for shares of Common Stock of the Issuer) as being outstanding for purposes of computing the percentage of outstanding shares of Common Stock by such Reporting Person (but not by any other Reporting Person).    The aggregate number of shares of Common Stock to

(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.

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which this Statement relates is 2,583,293 shares of Common Stock, constituting approximately 5.4% of the outstanding shares of Common Stock of the Issuer.

With respect to each Reporting Person, for the aggregate number of securities of the Issuer beneficially owned, the percentage of the class of securities of the Issuer beneficially owned, the number of securities for which such Reporting Person has the sole power to vote or to direct the vote, the number of securities for which such Reporting Person has the shared power to vote or to direct the vote, the number of securities for which such Reporting Person has the sole power to dispose or to direct the disposition, and the number of securities for which such Reporting Person has the shared power to dispose or to direct the disposition, see the responses to Items 7 through Item 11 and Item 13 on the attached cover pages.

Item 5(c) of the Schedule 13D is hereby amended to add the following:

On February 3, 2014, the Issuer completed the February 2014 Resale Offering of 2,671,938 shares of its Common Stock at a public offering price of $14.70 per share on behalf of AIV Holdings.  In connection with the February 2014 Resale Offering, AIV Holdings tendered 2,671,938 common membership units of the Operating Company held by AIV Holdings to the Issuer in exchange for the net proceeds (after deducting underwriting discounts and commissions) and the Issuer issued 2,671,938 shares of its Common Stock directly to the underwriters for the February 2014 Resale Offering.

Item 6 of the Schedule 13D is hereby amended to add the following:

In connection with the February 2014 Resale Offering, the Issuer, the Operating Company and AIV Holdings, among others, entered into an underwriting agreement, dated January 29, 2014, with certain underwriters (the “February 2014 Underwriting Agreement”). A more detailed summary of the February 2014 Underwriting Agreement is set forth in the Issuer’s Prospectus dated January 29, 2014, as filed with the SEC on January 29, 2014.  This summary is qualified in its entirety by the terms of the February 2014 Underwriting Agreement, which is set forth as Exhibit 99.9, and is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended to add the following:

99.9                        Underwriting Agreement, dated January 29, 2014, filed as Exhibit (h)(2) to the Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form N-2 dated January 29, 2014, and incorporated herein by reference.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 18, 2014

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