NMFC 10-Q Quarterly Report Sept. 30, 2018 | Alphaminr
New Mountain Finance Corp
ALPHAMINR

NMFC 10-Q Quarter ended Sept. 30, 2018

Balance Sheet
Cash Flow
Income Statement
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10-Q 1 nmfc-093018x10q.htm 10-Q Document

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 Quarter Ended September 30, 2018
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
787 Seventh Avenue, 48th Floor
New York, New York 10019
Telephone: (212) 720-0300
State of Incorporation: Delaware
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 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 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, 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 (Do not check if a smaller reporting company)
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.
Description
Shares as of November 7, 2018
Common stock, par value $0.01 per share
76,106,372


FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2018
TABLE OF CONTENTS
PAGE

2

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)
September 30, 2018
December 31, 2017
Assets


Investments at fair value


Non-controlled/non-affiliated investments (cost of $1,754,348 and $1,438,889, respectively)
$
1,755,572

$
1,462,182

Non-controlled/affiliated investments (cost of $178,262 and $180,380, respectively)
190,569

178,076

Controlled investments (cost of $328,406 and $171,958, respectively)
348,618

185,402

Total investments at fair value (cost of $2,261,016 and $1,791,227, respectively)
2,294,759

1,825,660

Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)
25,200

25,212

Cash and cash equivalents
146,345

34,936

Interest and dividend receivable
49,964

31,844

Receivable from unsettled securities sold
1,283

—

Receivable from affiliates
295

343

Other assets
3,928

10,023

Total assets
$
2,521,774

$
1,928,018

Liabilities


Borrowings
Holdings Credit Facility
$
465,963

$
312,363

Unsecured Notes
335,000

145,000

Convertible Notes
270,329

155,412

SBA-guaranteed debentures
165,000

150,000

NMFC Credit Facility
135,000

122,500

Deferred financing costs (net of accumulated amortization of $20,646 and $16,578, respectively)
(16,906
)
(15,777
)
Net borrowings
1,354,386

869,498

Payable for unsettled securities purchased
80,781

—

Management fee payable
16,058

7,065

Incentive fee payable
13,210

6,671

Interest payable
8,919

5,107

Deferred tax liability
1,880

894

Payable to affiliates
988

863

Other liabilities
12,022

2,945

Total liabilities
1,488,244

893,043

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, 100,000,000 shares authorized, 76,106,372 and 75,935,093 shares issued and outstanding, respectively
761

759

Paid in capital in excess of par
1,055,796

1,053,468

Accumulated undistributed net investment income
40,227

39,165

Accumulated undistributed net realized losses on investments
(79,830
)
(76,681
)
Net unrealized appreciation (depreciation) (net of provision for taxes of $1,880 and $894, respectively)
16,576

18,264

Total net assets
$
1,033,530

$
1,034,975

Total liabilities and net assets
$
2,521,774

$
1,928,018

Number of shares outstanding
76,106,372

75,935,093

Net asset value per share
$
13.58

$
13.63


The accompanying notes are an integral part of these consolidated financial statements.
3

New Mountain Finance Corporation
Consolidated Statements of Operations
(in thousands, except shares and per share data)
(unaudited)
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Investment income
From non-controlled/non-affiliated investments:
Interest income
$
38,332

$
38,511

$
112,278

$
107,905

Dividend income
—

—

486

159

Non-cash dividend income
1,491

59

4,254

72

Other income
4,669

1,196

8,550

5,545

From non-controlled/affiliated investments:
Interest income
817

718

1,129

2,077

Dividend income
787

816

2,423

2,662

Non-cash dividend income
4,024

3,994

12,050

8,625

Other income
315

294

1,529

888

From controlled investments:
Interest income
1,771

409

4,342

1,293

Dividend income
5,925

3,659

14,755

11,739

Non-cash dividend income
1,721

1,342

4,683

3,016

Other income
617

238

1,477

581

Total investment income
60,469

51,236

167,956

144,562

Expenses
Incentive fee
6,780

6,573

19,644

18,430

Management fee
10,018

8,422

28,011

24,311

Interest and other financing expenses
14,759

9,509

38,873

26,930

Professional fees
2,053

819

3,455

2,391

Administrative expenses
846

652

2,607

2,022

Other general and administrative expenses
437

346

1,365

1,214

Total expenses
34,893

26,321

93,955

75,298

Less: management and incentive fees waived (See Note 5)
(1,766
)
(1,483
)
(4,583
)
(6,124
)
Less: expenses waived and reimbursed (See Note 5)
—

—

(276
)
(474
)
Net expenses
33,127

24,838

89,096

68,700

Net investment income before income taxes
27,342

26,398

78,860

75,862

Income tax expense
225

106

286

341

Net investment income
27,117

26,292

78,574

75,521

Net realized gains (losses):
Non-controlled/non-affiliated investments
3,254

(14,216
)
(3,149
)
(39,843
)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments
(4,048
)
19,755

(22,069
)
54,365

Non-controlled/affiliated investments
829

(3,807
)
10,908

(4,401
)
Controlled investments
(390
)
(1,305
)
10,471

(1,264
)
Securities purchased under collateralized agreements to resell
—

(1,549
)
(12
)
(2,382
)
(Provision) benefit for taxes
(2
)
(394
)
(986
)
525

Net realized and unrealized gains (losses)
(357
)
(1,516
)
(4,837
)
7,000

Net increase in net assets resulting from operations
$
26,760

$
24,776

$
73,737

$
82,521

Basic earnings per share
$
0.35

$
0.33

$
0.97

$
1.12

Weighted average shares of common stock outstanding - basic (See Note 11)
76,106,372

75,688,429

75,994,068

73,618,794

Diluted earnings per share
$
0.32

$
0.31

$
0.91

$
1.04

Weighted average shares of common stock outstanding - diluted (See Note 11)
89,388,999

85,512,556

86,983,697

83,442,921

Distributions declared and paid per share
$
0.34

$
0.34

$
1.02

$
1.02


The accompanying notes are an integral part of these consolidated financial statements.
4

New Mountain Finance Corporation
Consolidated Statements of Changes in Net Assets
(in thousands, except shares and per share data)
(unaudited)
Nine Months Ended
September 30, 2018
September 30, 2017
Increase (decrease) in net assets resulting from operations:
Net investment income
$
78,574

$
75,521

Net realized losses on investments
(3,149
)
(39,843
)
Net change in unrealized (depreciation) appreciation of investments
(690
)
48,700

Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
(12
)
(2,382
)
(Provision) benefit for taxes
(986
)
525

Net increase in net assets resulting from operations
73,737

82,521

Capital transactions
Net proceeds from shares sold
—

81,478

Deferred offering costs
—

(172
)
Distributions declared to stockholders from net investment income
(77,512
)
(75,132
)
Reinvestment of distributions
2,330

4,907

Other
—

(81
)
Total net (decrease) increase in net assets resulting from capital transactions
(75,182
)
11,000

Net (decrease) increase in net assets
(1,445
)
93,521

Net assets at the beginning of the period
1,034,975

938,562

Net assets at the end of the period
$
1,033,530

$
1,032,083

Capital share activity
Shares sold
—

5,750,000

Shares issued from the reinvestment of distributions
171,279

299,632

Shares reissued from repurchase program in connection with the reinvestment of distributions
—

37,573

Net increase in shares outstanding
171,279

6,087,205




The accompanying notes are an integral part of these consolidated financial statements.
5

New Mountain Finance Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended
September 30, 2018
September 30, 2017
Cash flows from operating activities
Net increase in net assets resulting from operations
$
73,737

$
82,521

Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized losses on investments
3,149

39,843

Net change in unrealized (appreciation) depreciation of investments
690

(48,700
)
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
12

2,382

Amortization of purchase discount
(3,924
)
(6,458
)
Amortization of deferred financing costs
4,068

3,054

Amortization of premium on Convertible Notes
(83
)
(83
)
Non-cash investment income
(13,469
)
(6,236
)
(Increase) decrease in operating assets:
Purchase of investments and delayed draw facilities
(1,046,015
)
(810,119
)
Proceeds from sales and paydowns of investments
599,218

542,563

Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities
978

339

Cash paid for purchase of drawn portion of revolving credit facilities
(11,631
)
—

Cash paid on drawn revolvers
(19,609
)
(11,387
)
Cash repayments on drawn revolvers
21,514

12,929

Interest and dividend receivable
(18,120
)
(9,967
)
Receivable from unsettled securities sold
(1,283
)
(2,506
)
Receivable from affiliates
48

7

Other assets
5,350

(2,954
)
Increase (decrease) in operating liabilities:
Payable for unsettled securities purchased
80,781

64,759

Management fee payable
8,993

1,087

Incentive fee payable
6,539

828

Interest payable
3,812

2,926

Deferred tax liability
986

(525
)
Payable to affiliates
125

650

Other liabilities
9,416

585

Net cash flows used in operating activities
(294,718
)
(144,462
)
Cash flows from financing activities
Net proceeds from shares sold
—

81,478

Distributions paid
(75,182
)
(70,225
)
Offering costs paid
—

(441
)
Proceeds from Holdings Credit Facility
382,500

435,750

Repayment of Holdings Credit Facility
(228,900
)
(393,100
)
Proceeds from Convertible Notes
115,000

—

Proceeds from Unsecured Notes
190,000

55,000

Proceeds from SBA-guaranteed debentures
15,000

22,255

Proceeds from NMFC Credit Facility
255,000

251,100

Repayment of NMFC Credit Facility
(242,500
)
(242,100
)
Deferred financing costs paid
(4,791
)
(1,456
)
Other
—

(81
)
Net cash flows provided by financing activities
406,127

138,180

Net increase (decrease) in cash and cash equivalents
111,409

(6,282
)
Cash and cash equivalents at the beginning of the period
34,936

45,928

Cash and cash equivalents at the end of the period
$
146,345

$
39,646

Supplemental disclosure of cash flow information
Cash interest paid
$
30,162

$
20,064

Income taxes paid
213

175

Non-cash operating activities:
Non-cash activity on investments
$
1,346

$
12,858

Non-cash financing activities:
Value of shares issued in connection with the distribution reinvestment plan
$
2,330

$
4,347

Value of shares reissued from repurchase program in connection with the distribution reinvestment plan
—

560

Accrual for offering costs
335

944

Accrual for deferred financing costs
373

158



The accompanying notes are an integral part of these consolidated financial statements.
6
New Mountain Finance Corporation
Consolidated Schedule of Investments
September 30, 2018
(in thousands, except shares)
(unaudited)

Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - Canada
Dentalcorp Perfect Smile ULC**
Healthcare Services
Second lien (3)
9.74% (L + 7.50%/M)
6/1/2018
6/8/2026
$
19,630

$
19,466

$
19,753

Second lien (3)(11) - Drawn
9.74% (L + 7.50%/M)
6/1/2018
6/8/2026
1,247

1,236

1,254

20,877

20,702

21,007

2.03
%
Total Funded Debt Investments - Canada
$
20,877

$
20,702

$
21,007

2.03
%
Funded Debt Investments - United Kingdom
Shine Acquisition Co. S.à.r.l / Boing US Holdco Inc.**
Consumer Services
Second lien (3)
9.84% (L + 7.50%/Q)
9/25/2017
10/3/2025
$
43,853

$
43,610

$
43,990

4.26
%
Air Newco LLC**
Software
First lien (2)
6.88% (L + 4.75%/M)
5/25/2018
5/31/2024
20,176

20,127

20,377

1.97
%
Total Funded Debt Investments - United Kingdom
$
64,029

$
63,737

$
64,367

6.23
%
Funded Debt Investments - United States
Benevis Holding Corp.
Healthcare Services
First lien (2)(10)
8.51% (L + 6.32%/M)
3/15/2018
3/15/2024
$
58,676

$
58,676

$
58,676

First lien (3)(10)
8.51% (L + 6.32%/M)
3/15/2018
3/15/2024
20,639

20,639

20,639

79,315

79,315

79,315

7.67
%
Integro Parent Inc.
Business Services
First lien (2)
8.07% (L + 5.75%/Q)
10/9/2015
10/31/2022
51,377

51,066

51,377

Second lien (3)
11.57% (L + 9.25%/Q)
10/9/2015
10/30/2023
10,000

9,927

9,950

First lien (3)(11) - Drawn
6.86% (L + 4.50%/Q)
6/8/2018
10/30/2021
464

461

464

$
61,841

$
61,454

$
61,791

5.98
%
CentralSquare Technologies, LLC
Software
Second lien (3)
9.74% (L + 7.50%/M)
8/15/2018
8/31/2026
55,338

54,632

55,891

5.41
%
PhyNet Dermatology LLC
Healthcare Services
First lien (2)
7.66% (L + 5.50%/M)
9/17/2018
8/16/2024
51,007

50,500

50,497

4.89
%
NM GRC Holdco, LLC
Business Services
First lien (2)(10)
7.89% (L + 5.50%/Q)
2/9/2018
2/9/2024
38,833

38,655

38,639

First lien (3)(10)(11) - Drawn
7.89% (L + 5.50%/Q)
2/9/2018
2/9/2024
10,792

10,739

10,766

49,625

49,394

49,405

4.78
%
Nomad Buyer, Inc.
Healthcare Services
First lien (2)
7.10% (L + 5.00%/M)
8/3/2018
8/1/2025
49,075

47,615

47,358

4.58
%
Associations, Inc.
Consumer Services
First lien (2)(10)
11.25% (P + 3.00% + 3.00% PIK/Q)*
7/30/2018
7/30/2024
40,828

40,579

40,573

First lien (3)(10)(11) - Drawn
11.25% (P + 3.00% + 3.00% PIK/Q)*
7/30/2018
7/30/2024
3,624

3,601

3,601

44,452

44,180

44,174

4.27
%
Quest Software US Holdings Inc.
Software
Second lien (2)
10.57% (L + 8.25%/Q)
5/17/2018
5/18/2026
43,697

43,272

43,468

4.21
%

The accompanying notes are an integral part of these consolidated financial statements.
7
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Tenawa Resource Holdings LLC (13)
Tenawa Resource Management LLC
Energy
First lien (3)(10)
10.50% (Base + 8.00%/Q)
5/12/2014
10/30/2024
$
39,600

$
39,541

$
39,600

3.83
%
Salient CRGT Inc.
Federal Services
First lien (2)
7.99% (L + 5.75%/M)
1/6/2015
2/28/2022
38,541

38,166

39,119

3.78
%
Frontline Technologies Group Holdings, LLC
Education
First lien (4)(10)
8.74% (L + 6.50%/M)
9/18/2017
9/18/2023
22,443

22,299

22,443

First lien (2)(10)
8.74% (L + 6.50%/M)
9/18/2017
9/18/2023
16,624

16,517

16,624

39,067

38,816

39,067

3.78
%
Peraton Holding Corp. (fka MHVC Acquisition Corp.)
Federal Services
First lien (2)
7.64% (L + 5.25%/Q)
4/25/2017
4/29/2024
38,963

38,799

38,768

3.75
%
Trader Interactive, LLC
Business Services
First lien (2)(10)
8.74% (L + 6.50%/M)
6/15/2017
6/17/2024
37,353

37,130

37,353

3.61
%
Kronos Incorporated
Software
Second lien (2)
10.59% (L + 8.25%/Q)
10/26/2012
11/1/2024
36,000

35,547

36,939

3.57
%
TDG Group Holding Company
Consumer Services
First lien (2)(10)
7.89% (L + 5.50%/Q)
5/22/2018
5/31/2024
30,188

30,044

30,037

First lien (3)(10)(11) - Drawn
7.89% (L + 5.50%/Q)
5/22/2018
5/31/2024
3,363

3,346

3,346

First lien (3)(10)
7.74% (L + 5.50%/M)
5/22/2018
5/31/2024
2,055

2,045

2,045

35,606

35,435

35,428

3.43
%
Finalsite Holdings, Inc.
Software
First lien (4)
7.72% (L + 5.50%/M)
9/28/2018
9/25/2024
22,500

22,331

22,331

First lien (2)
7.72% (L + 5.50%/M)
9/28/2018
9/25/2024
11,113

11,030

11,030

33,613

33,361

33,361

3.23
%
Navicure, Inc.
Healthcare Services
Second lien (3)
9.74% (L + 7.50%/M)
10/23/2017
10/31/2025
31,970

31,890

31,970

3.09
%
iCIMS, Inc.
Software
First lien (2)
8.64% (L + 6.50%/M)
9/12/2018
9/12/2024
31,636

31,322

31,320

3.03
%
Ansira Holdings, Inc.
Business Services
First lien (2)
7.99% (L + 5.75%/M)
12/19/2016
12/20/2022
25,725

25,629

25,661


First lien (3)
7.99% (L + 5.75%/M)
4/16/2018
12/20/2022
2,092

2,083

2,086

First lien (3)(11) - Drawn
7.99% (L + 5.75%/M)
12/19/2016
12/20/2022
1,793

1,797

1,788

29,610

29,509

29,535

2.86
%
Brave Parent Holdings, Inc.
Software
Second lien (5)
9.89% (L + 7.50%/Q)
4/17/2018
4/17/2026
22,500

22,391

22,613

Second lien (3)
9.89% (L + 7.50%/Q)
7/18/2018
4/17/2026
6,837

6,803

6,871

29,337

29,194

29,484

2.85
%
Wirepath LLC
Distribution & Logistics
First lien (2)
6.74% (L + 4.50%/M)
7/31/2017
8/5/2024
27,523

27,403

27,712

2.68
%
EN Engineering, LLC
Business Services
First lien (2)(10)
6.71% (L + 4.50%/M)
7/30/2015
6/30/2021
23,407

23,275

23,407

First lien (2)(10)
6.71% (L + 4.50%/M)
7/30/2015
6/30/2021
1,354

1,346

1,354

24,761

24,621

24,761

2.40
%

The accompanying notes are an integral part of these consolidated financial statements.
8
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Keystone Acquisition Corp.
Healthcare Services
First lien (2)
7.64% (L + 5.25%/Q)
5/10/2017
5/1/2024
$
19,800

$
19,633

$
19,936

Second lien (3)
11.64% (L + 9.25%/Q)
5/10/2017
5/1/2025
4,500

4,460

4,539

24,300

24,093

24,475

2.37
%
SW Holdings, LLC
Business Services
Second lien (4)(10)
11.14% (L + 8.75%/Q)
6/30/2015
12/30/2021
18,161

18,044

18,161

Second lien (3)(10)
11.14% (L + 8.75%/Q)
4/16/2018
12/30/2021
6,181

6,126

6,181

24,342

24,170

24,342

2.36
%
iPipeline, Inc. (Internet Pipeline, Inc.)
Software
First lien (4)(10)
7.00% (L + 4.75%/M)
8/4/2015
8/4/2022
17,451

17,344

17,451

First lien (4)(10)
7.00% (L + 4.75%/M)
6/16/2017
8/4/2022
4,543

4,525

4,543

First lien (2)(10)
7.00% (L + 4.75%/M)
9/25/2017
8/4/2022
1,152

1,148

1,152

First lien (4)(10)
7.00% (L + 4.75%/M)
9/25/2017
8/4/2022
507

505

507

23,653

23,522

23,653

2.29
%
AAC Holding Corp.
Education
First lien (2)(10)
10.36% (L + 8.25%/M)
9/30/2015
9/30/2020
22,592

22,440

22,184

2.15
%
CRCI Longhorn Holdings, Inc.
Business Services
Second lien (3)
9.37% (L + 7.25%/M)
8/2/2018
8/10/2026
21,849

21,767

21,958

2.12
%
Avatar Topco, Inc. (23)
EAB Global, Inc.
Education
Second lien (3)
10.00% (L + 7.50%/Q)
11/17/2017
11/17/2025
21,450

21,153

21,236

2.05
%
Help/Systems Holdings, Inc.
Software
Second lien (5)
9.99% (L + 7.75%/M)
3/23/2018
3/27/2026
20,231

20,134

20,332

1.97
%
DCA Investment Holding, LLC
Healthcare Services
First lien (2)(10)
7.64% (L + 5.25%/Q)
7/2/2015
7/2/2021
17,319

17,232

17,319

First lien (3)(10)(11) - Drawn
7.64% (L + 5.25%/Q)
12/20/2017
7/2/2021
2,901

2,784

2,901

20,220

20,016

20,220

1.96
%
SSH Group Holdings, Inc.
Education
Second lien (2)
10.59% (L + 8.25%/Q)
7/26/2018
7/30/2026
20,116

20,017

20,116

1.95
%
DiversiTech Holdings, Inc.
Distribution & Logistics
Second lien (3)
9.89% (L + 7.50%/Q)
5/18/2017
6/2/2025
19,500

19,328

19,403

1.88
%
FR Arsenal Holdings II Corp.
Business Services
First lien (2)(10)
9.63% (L + 7.25%/Q)
9/29/2016
9/8/2022
18,592

18,443

18,592

1.80
%
AgKnowledge Holdings Company, Inc.
Business Services
Second lien (2)(10)
10.50% (L + 8.25%/M)
7/23/2014
7/23/2020
18,500

18,433

18,500

1.79
%
Integral Ad Science, Inc.
Software
First lien (3)(10)
9.50% (L + 6.00% + 1.25% PIK/Q)*
7/19/2018
7/19/2024
18,617

18,436

18,431

1.78
%
BackOffice Associates Holdings, LLC
Business Services
First lien (2)(10)
9.75% (L + 7.50%/M)
8/25/2017
8/25/2023
18,388

18,251

16,470

1.59
%
Navex Topco, Inc.
Software
Second lien (2)
9.12% (L + 7.00%/M)
8/9/2018
9/4/2026
16,807

16,723

16,933

1.64
%
TIBCO Software Inc.
Software
Subordinated (3)
11.38%/S
11/24/2014
12/1/2021
15,000

14,759

16,031

1.55
%
Hill International, Inc.**
Business Services
First lien (2)(10)
8.14% (L + 5.75%/Q)
6/21/2017
6/21/2023
15,603

15,538

15,603

1.51
%

The accompanying notes are an integral part of these consolidated financial statements.
9
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
QC McKissock Investment, LLC (14)
McKissock, LLC
Education
First lien (2)(10)
8.14% (L + 5.75%/Q)
8/6/2014
8/5/2021
$
6,367

$
6,344

$
6,367

First lien (2)(10)
8.14% (L + 5.75%/Q)
8/24/2018
8/5/2021
3,658

3,623

3,658

First lien (2)(10)
8.14% (L + 5.75%/Q)
8/6/2014
8/5/2021
3,035

3,026

3,035

First lien (2)(10)
8.14% (L + 5.75%/Q)
8/6/2014
8/5/2021
980

976

980

First lien (2)(10)
8.14% (L + 5.75%/Q)
8/3/2018
8/5/2021
844

836

844

First lien (2)(10)
8.14% (L + 5.75%/Q)
5/23/2018
8/5/2021
574

565

574

15,458

15,370

15,458

1.50
%
OEConnection LLC
Business Services
Second lien (3)
10.25% (L + 8.00%/M)
11/22/2017
11/22/2025
15,160

14,966

15,160

1.47
%
Netsmart Inc. / Netsmart Technologies, Inc.
Healthcare Information Technology
Second lien (2)
9.84% (L + 7.50%/Q)
4/18/2016
10/19/2023
15,000

14,716

14,925

1.44
%
Xactly Corporation
Software
First lien (4)(10)
9.50% (L + 7.25%/M)
7/31/2017
7/29/2022
14,690

14,570

14,690

1.42
%
Transcendia Holdings, Inc.
Packaging
Second lien (3)
10.24% (L + 8.00%/M)
6/28/2017
5/30/2025
14,500

14,324

14,391

1.39
%
NorthStar Financial Services Group, LLC
Software
Second lien (5)
9.56% (L + 7.50%/M)
5/23/2018
5/25/2026
13,450

13,418

13,652

1.32
%
TW-NHME Holdings Corp. (20)
National HME, Inc.
Healthcare Services
Second lien (3)(10)
11.55% (L + 9.25%/Q)(24)
7/14/2015
7/14/2022
27,300

27,073

13,650

1.32
%
Alegeus Technologies Holding Corp.
Healthcare Services
First lien (2)
8.37% (L + 6.25%/Q)
9/5/2018
9/5/2024
13,444

13,376

13,376

1.29
%
Castle Management Borrower LLC
Business Services
First lien (2)(10)
8.57% (L + 6.25%/Q)
5/31/2018
2/15/2024
13,380

13,316

13,313

1.29
%
Project Accelerate Parent, LLC
Business Services
Second lien (3)(10)
10.62% (L + 8.50%/M)
1/2/2018
1/2/2026
13,473

13,315

13,305

1.29
%
Ministry Brands, LLC
Software
Second lien (3)(10)
11.75% (L + 9.25%/Q)
12/7/2016
6/2/2023
7,840

7,794

7,840

First lien (3)
6.24% (L + 4.00%/M)
12/7/2016
12/2/2022
2,970

2,959

2,970

Second lien (3)(10)
11.75% (L + 9.25%/Q)
12/7/2016
6/2/2023
2,160

2,147

2,160

First lien (3)(10)(11) - Drawn
9.25% (P + 4.00%/Q)
12/7/2016
12/2/2022
300

299

300

13,270

13,199

13,270

1.28
%
PPVA Black Elk (Equity) LLC
Business Services
Subordinated (3)(10)
—
5/3/2013
—
14,500

14,500

12,180

1.18
%
CHA Holdings, Inc.
Business Services
Second lien (4)
11.14% (L + 8.75%/Q)
4/3/2018
4/10/2026
7,012

6,944

7,117

Second lien (3)
11.14% (L + 8.75%/Q)
4/3/2018
4/10/2026
4,453

4,410

4,519

11,465

11,354

11,636

1.13
%

The accompanying notes are an integral part of these consolidated financial statements.
10
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Zywave, Inc.
Software
Second lien (4)(10)
11.31% (L + 9.00%/Q)
11/22/2016
11/17/2023
$
11,000

$
10,934

$
11,000

First lien (3)(10)(11) - Drawn
7.24% (L + 5.00%/M)
11/22/2016
11/17/2022
150

149

150

11,150

11,083

11,150

1.08
%
Vectra Co.
Business Products
Second lien (3)
9.49% (L + 7.25%/M)
2/23/2018
3/8/2026
10,788

10,750

10,802

1.05
%
Amerijet Holdings, Inc.
Distribution & Logistics
First lien (4)(10)
10.24% (L + 8.00%/M)
7/15/2016
7/15/2021
9,133

9,091

9,143

First lien (4)(10)
10.24% (L + 8.00%/M)
7/15/2016
7/15/2021
1,522

1,515

1,524

10,655

10,606

10,667

1.03
%
Masergy Holdings, Inc.


Business Services
Second lien (2)
9.89% (L + 7.50%/Q)
12/14/2016
12/16/2024
10,500

10,451

10,544

1.02
%
FPC Holdings, Inc.
Distribution & Logistics
Second lien (3)
11.39% (L + 9.00%/Q)
3/28/2018
5/19/2023
10,116

9,740

10,318

1.00
%
VT Topco, Inc.
Business Services
Second lien (4)
9.34% (L + 7.00%/Q)
8/14/2018
7/31/2026
10,000

9,975

10,150

0.98
%
Idera, Inc.
Software
Second lien (4)
11.25% (L + 9.00%/M)
6/27/2017
6/27/2025
10,000

9,866

10,125

0.98
%
Affinity Dental Management, Inc.
Healthcare Services
First lien (2)(10)
8.57% (L + 6.00%/Q)
9/15/2017
9/15/2023
4,344

4,307

4,344

First lien (3)(10)(11) - Drawn
8.50% (L + 6.00%/Q)
9/15/2017
9/15/2023
5,277

5,239

5,277

9,621

9,546

9,621

0.93
%
WD Wolverine Holdings, LLC
Healthcare Services
First lien (2)
7.74% (L + 5.50%/M)
2/22/2017
8/16/2022
9,575

9,342

9,503

0.92
%
J.D. Power (fka J.D. Power and Associates)
Business Services
Second lien (3)
10.74% (L + 8.50%/M)
6/9/2016
9/7/2024
9,333

9,238

9,380

0.91
%
JAMF Holdings, Inc.
Software
First lien (3)(10)
10.32% (L + 8.00%/Q)
11/13/2017
11/11/2022
8,757

8,683

8,670

0.84
%
Pathway Vet Alliance LLC (fka Pathway Partners Vet Management Company LLC)
Consumer Services
Second lien (4)
10.24% (L + 8.00%/M)
10/4/2017
10/10/2025
7,597

7,562

7,559

Second lien (4)
10.24% (L + 8.00%/M)
10/4/2017
10/10/2025
403

401

401

8,000

7,963

7,960

0.77
%
Autodata, Inc. (Autodata Solutions, Inc.)
Business Services
Second lien (3)
9.49% (L + 7.25%/M)
12/12/2017
12/12/2025
7,406

7,388

7,489

0.72
%
MH Sub I, LLC (Micro Holding Corp.)
Software
Second lien (3)
9.67% (L + 7.50%/M)
8/16/2017
9/15/2025
7,000

6,936

7,092

0.69
%

The accompanying notes are an integral part of these consolidated financial statements.
11
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
DG Investment Intermediate Holdings 2, Inc. (aka Convergint Technologies Holdings, LLC)
Business Services
Second lien (3)
8.99% (L + 6.75%/M)
1/29/2018
2/2/2026
$
6,732

$
6,701

$
6,783

0.66
%
CP VI Bella Midco, LLC
Healthcare Services
Second lien (3)
8.99% (L + 6.75%/M)
1/25/2018
12/29/2025
6,732

6,701

6,713

0.65
%
Restaurant Technologies, Inc.
Business Services
Second lien (4)
8.90% (L + 6.50%/M)
9/24/2018
10/1/2026
6,722

6,705

6,705

0.65
%
DealerSocket, Inc.
Software
First lien (2)
6.99% (L + 4.75%/M)
4/16/2018
4/26/2023
6,694

6,649

6,627

0.64
%
First American Payment Systems, L.P.
Business Services
First lien (2)
6.87% (L + 4.75%/M)
1/3/2017
1/5/2024
6,500

6,448

6,549

0.63
%
Solera LLC / Solera Finance, Inc.
Software
Subordinated (3)
10.50%/S
2/29/2016
3/1/2024
5,000

4,809

5,488

0.53
%
Applied Systems, Inc.
Software
Second lien (3)
9.39% (L + 7.00%/Q)
9/14/2017
9/19/2025
4,923

4,923

5,045

0.49
%
ADG, LLC
Healthcare Services
Second lien (3)(10)
11.24% (L + 9.00%/M)
10/3/2016
3/28/2024
5,000

4,940

4,684

0.45
%
York Risk Services Holding Corp.
Business Services
Subordinated (3)
8.50%/S
9/17/2014
10/1/2022
3,000

3,000

2,648

0.25
%
Ensemble S Merger Sub, Inc.
Software
Subordinated (3)
9.00%/S
9/21/2015
9/30/2023
2,000

1,951

2,095

0.20
%
Education Management Corporation(12)
Education Management II
Education
First Lien (2)
10.75% (P + 5.50%/Q) (24)
1/5/2015
7/2/2020
211

205

24

First Lien (3)
10.75% (P + 5.50%/Q) (24)
1/5/2015
7/2/2020
119

116

14

First Lien (2)
13.75% (P + 8.50%/Q) (24)
1/5/2015
7/2/2020
475

437

4

First Lien (3)
13.75% (P + 8.50%/Q) (24)
1/5/2015
7/2/2020
268

246

2

1,073

1,004

44

—
%
Total Funded Debt Investments - United States
$
1,630,057

$
1,617,214

$
1,610,653

155.84
%
Total Funded Debt Investments
$
1,714,963

$
1,701,653

$
1,696,027

164.10
%
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education
Preferred shares (3)(10)(22)
—
9/1/2017
—
64,530

$
6,373

$
6,453

0.62
%
Total Shares - Hong Kong
6,373

6,453

0.62
%
Equity - United States
Avatar Topco, Inc.
Education
Preferred shares (3)(10)(23)
—
11/17/2017
—
35,750

$
38,908

$
38,781

3.75
%

The accompanying notes are an integral part of these consolidated financial statements.
12
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Tenawa Resource Holdings LLC (13)
QID NGL LLC
Energy
Preferred shares (7)(10)
—
10/30/2017
—
1,241,412

$
1,241

$
2,782

Ordinary shares (7)(10)
—
5/12/2014
—
5,290,997

5,291

11,266

6,532

14,048

1.36
%
Ancora Acquisition LLC
Education
Preferred shares (6)(10)
—
8/12/2013
—
372

83

393

0.04
%
Education Management Corporation (12)
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

4

Ordinary shares (3)
—
1/5/2015
—
1,688,976

56

2

469

6

—
%
TW-NHME Holdings Corp. (20)
Healthcare Services
Preferred shares (3)(10)
—
7/14/2015
—
100

1,000

—

Preferred shares (3)(10)
—
1/5/2016
—
16

158

—

Preferred shares (3)(10)
—
6/30/2016
—
6

68

—

Preferred shares (3)(10)
—
3/29/2018
—
40

162

—

1,388

—

—
%
Total Shares - United States
$
47,380

$
53,228

5.15
%
Total Shares
$
53,753

$
59,681

5.77
%
Warrants - United States
ASP LCG Holdings, Inc.
Education
Warrants (3)(10)
—
5/5/2014
5/5/2026
622

$
37

$
495

0.05
%
Ancora Acquisition LLC
Education
Warrants (6)(10)
—
8/12/2013
8/12/2020
20

—

—

—
%
Total Warrants - United States
$
37

$
495

0.05
%
Total Funded Investments
$
1,755,443

$
1,756,203

169.92
%
Unfunded Debt Investments - Canada
Dentalcorp Perfect Smile ULC**
Healthcare Services
Second lien (3)(11) - Undrawn
—
6/1/2018
6/6/2020
$
3,661

$
2

$
23

—
%
Total Unfunded Debt Investments - Canada
$
3,661

$
2

$
23

—
%
Unfunded Debt Investments - United States
`

DCA Investment Holding, LLC
Healthcare Services
First lien (3)(10)(11) - Undrawn
—
7/2/2015
7/2/2021
$
2,100

$
(21
)
$
—

First lien (3)(10)(11) - Undrawn
—
12/20/2017
12/20/2019
10,563

—

—

12,663

(21
)
—

—
%

The accompanying notes are an integral part of these consolidated financial statements.
13
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
iPipeline, Inc. (Internet Pipeline, Inc.)
Software
First lien (3)(10)(11) - Undrawn
—
8/4/2015
8/4/2021
$
1,000

$
(10
)
$
—

—
%
Ministry Brands, LLC
Software
First lien (3)(10)(11) - Undrawn
—
12/7/2016
12/2/2022
700

(4
)
—

—
%
Zywave, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
11/22/2016
11/17/2022
1,850

(14
)
—

—
%
Trader Interactive, LLC
Business Services
First lien (3)(10)(11) - Undrawn
—
6/15/2017
6/15/2023
1,673

(13
)
—

—
%
Xactly Corporation
Software
First lien (3)(10)(11) - Undrawn
—
7/31/2017
7/29/2022
992

(10
)
—

—
%
Integro Parent Inc.
Business Services
First lien (3)(11) - Undrawn
—
6/8/2018
10/30/2021
6,279

(31
)
—

—
%
Affinity Dental Management, Inc.
Healthcare Services
First lien (3)(10)(11) - Undrawn
—
9/15/2017
3/15/2019
6,307

(16
)
—

First lien (3)(10)(11) - Undrawn
—
9/15/2017
3/15/2023
1,737

(17
)
—

8,044

(33
)
—

—
%
Frontline Technologies Group Holdings, LLC
Education
First lien (3)(10)(11) - Undrawn
—
9/18/2017
9/18/2019
7,738

(58
)
—

—
%
NM GRC Holdco, LLC
Business Services
First lien (3)(10)(11) - Undrawn
—
2/9/2018
2/9/2020
771

(2
)
(2
)
—
%
Salient CRGT Inc.
Federal Services
First lien (3)(11) - Undrawn
—
6/26/2018
11/29/2021
6,125

(490
)
(4
)
—
%
DealerSocket, Inc.
Software
First lien (3)(11) - Undrawn
—
4/16/2018
4/26/2023
560

(4
)
(6
)
—
%
JAMF Holdings, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
11/13/2017
11/11/2022
750

(8
)
(8
)
—
%
Ansira Holdings, Inc.
Business Services
First lien (3)(11) - Undrawn
—
12/19/2016
4/16/2020
5,433

(27
)
(14
)
—
%
Integral Ad Science, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
7/19/2018
7/19/2023
1,429

(14
)
(14
)
—
%
TDG Group Holding Company
Consumer Services
First lien (3)(10)(11) - Undrawn
—
5/22/2018
5/31/2024
2,989

(15
)
(15
)
—
%
Finalsite Holdings, Inc.
Software
First lien (3)(11) - Undrawn
—
9/25/2018
9/25/2024
2,521

(19
)
(19
)
—
%
iCIMS, Inc.
Software
First lien (3)(11) - Undrawn
—
9/12/2018
9/12/2024
1,977

(20
)
(20
)
—
%

The accompanying notes are an integral part of these consolidated financial statements.
14
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Associations, Inc.
Consumer Services
First lien (3)(10)(11) - Undrawn
—
7/30/2018
7/30/2021
$
6,556

$
(41
)
$
(41
)
First lien (3)(10)(11) - Undrawn
—
7/30/2018
7/30/2024
2,033

(13
)
(13
)
8,589

(54
)
(54
)
(0.01
)%
PhyNet Dermatology LLC
Healthcare Services
First lien (3)(11) - Undrawn
—
9/17/2018
8/16/2020
45,305

(227
)
(227
)
(0.02
)%
BackOffice Associates Holdings, LLC
Business Services
First lien (3)(10)(11) - Undrawn
—
8/25/2017
8/25/2023
2,586

(23
)
(271
)
(0.03
)%
Total Unfunded Debt Investments - United States
$
119,974

$
(1,097
)
$
(654
)
(0.06
)%
Total Unfunded Debt Investments
$
123,635

$
(1,095
)
$
(631
)
(0.06
)%
Total Non-Controlled/Non-Affiliated Investments
$
1,754,348

$
1,755,572

169.86
%
Non-Controlled/Affiliated Investments (25)
Funded Debt Investments - United States
Permian Holdco 1, Inc.
Permian Holdco 2, Inc.
Permian Holdco 3, Inc.
Energy
First lien (3)(10)(11) - Drawn
8.62% (L + 6.50%/M)
6/14/2018
6/30/2022
$
15,000

$
15,000

$
15,000

First lien (3)(10)
14.84% (L + 7.50% + 5.00% PIK/Q)*
6/14/2018
6/30/2022
9,975

9,975

9,975

Subordinated (3)(10)
14.00% PIK/Q*
10/31/2016
10/15/2021
2,225

2,225

2,225

Subordinated (3)(10)
14.00% PIK/Q*
10/31/2016
10/15/2021
1,146

1,146

1,146

28,346

28,346

28,346

2.74
%
Total Funded Debt Investments - United States
$
28,346

$
28,346

$
28,346

2.74
%
Equity - United States
HI Technology Corp.
Business Services
Preferred shares (3)(10)(21)
—
3/21/2017
—
2,768,000

$
105,155

$
117,080

11.33
%
NMFC Senior Loan Program I LLC**
Investment Fund
Membership interest (3)(10)
—
6/13/2014
—
—

23,000

23,000

2.23
%
Sierra Hamilton Holdings Corporation
Energy
Ordinary shares (2)(10)
—
7/31/2017
—
25,000,000

11,501

11,271

Ordinary shares (3)(10)
—
7/31/2017
—
2,786,000

1,281

1,256

12,782

12,527

1.21
%
Permian Holdco 1, Inc.
Energy
Preferred shares (3)(10)(16)
—
10/31/2016
—
1,714,735

7,629

9,431

Ordinary shares (3)(10)
—
10/31/2016
—
1,366,452

1,350

185

8,979

9,616

0.93
%
Total Shares - United States
$
149,916

$
162,223

15.70
%
Total Funded Investments
$
178,262

$
190,569

18.44
%

The accompanying notes are an integral part of these consolidated financial statements.
15
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Unfunded Debt Investments - United States
Permian Holdco 3, Inc.
Energy
First lien (3)(10)(11) - Undrawn
—
6/14/2018
6/30/2022
$
5,000

$
—

$
—

—
%
Total Unfunded Debt Investments - United States
$
5,000

$
—

$
—

—
%
Total Non-Controlled/Affiliated Investments
$
178,262

$
190,569

18.44
%
Controlled Investments (26)
Funded Debt Investments - United States
Edmentum Ultimate Holdings, LLC (15)
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
Education
First lien (2)
10.84% (L + 4.50% + 4.00% PIK/Q)*
8/6/2018
6/9/2021
$
8,428

$
7,076

$
7,121

Second lien (3)(10)
7.00% PIK/Q*
2/23/2018
12/9/2021
10,987

10,325

10,164

Second lien (3)(10)(11) - Drawn
5.00% PIK/Q*
6/9/2015
12/9/2021
156

156

156

Subordinated (3)(10)
8.50% PIK/Q*
6/9/2015
6/9/2020
4,787

4,783

4,787

Subordinated (2)(10)
10.00% PIK/Q*
6/9/2015
6/9/2020
18,063

18,063

14,451

Subordinated (3)(10)
10.00% PIK/Q*
6/9/2015
6/9/2020
4,444

4,444

3,555

46,865

44,847

40,234

3.89
%
UniTek Global Services, Inc.
Business Services
First lien (2)(10)
7.89% (L + 5.50%/Q)
6/29/2018
8/20/2024
12,573

12,573

12,573

1.22
%
Total Funded Debt Investments - United States
$
59,438

$
57,420

$
52,807

5.11
%
Equity - Canada
NM APP Canada Corp.**
Net Lease
Membership interest (8)(10)
—
9/13/2016
—
—

$
7,345

$
8,517

0.82
%
Total Shares - Canada
$
7,345

$
8,517

0.82
%
Equity - United States
NMFC Senior Loan Program II LLC**
Investment Fund
Membership interest (3)(10)
—
5/3/2016
—
—

$
79,400

$
79,400

7.68
%
UniTek Global Services, Inc.
Business Services
Preferred shares (2)(10)(17)
—
1/13/2015
—
24,030,774

21,651

22,399

Preferred shares (3)(10)(17)
—
1/13/2015
—
6,640,963

5,983

6,190

Preferred shares (3)(10)(19)
—
8/17/2018
—
6,733,852

6,734

6,734

Preferred shares (3)(10)(18)
—
6/30/2017
—
12,486,341

12,486

12,486

Ordinary shares (2)(10)
—
1/13/2015
—
2,096,477

1,925

10,610

Ordinary shares (3)(10)
—
1/13/2015
—
1,993,749

532

10,090

49,311

68,509

6.63
%

The accompanying notes are an integral part of these consolidated financial statements.
16
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
NMFC Senior Loan Program III LLC**
Investment Fund
Membership interest (3)(10)
—
5/4/2018
—
—
$
66,800

$
66,800

6.46
%
NM NL Holdings LP**
Net Lease
Membership interest (8)(10)
—
6/20/2018
—
—
20,065

19,901

1.93
%
NM GLCR LLC
Net Lease
Membership interest (8)(10)
—
2/1/2018
—
—
14,750

14,653

1.42
%
NM CLFX LP
Net Lease
Membership interest (8)(10)
—
10/6/2017
—
—
12,538

12,540

1.21
%
NM KRLN LLC
Net Lease
Membership interest (8)(10)
—
11/15/2016
—
—
7,510

8,554

0.83
%
NM DRVT LLC
Net Lease
Membership interest (8)(10)
—
11/18/2016
—
—
5,152

5,547

0.54
%
NM APP US LLC
Net Lease
Membership interest (8)(10)
—
9/13/2016
—
—
5,080

5,401

0.52
%
NM JRA LLC
Net Lease
Membership interest (8)(10)
—
8/12/2016
—
—
2,043

2,251

0.22
%
Edmentum Ultimate Holdings, LLC (15)
Education
Ordinary shares (3)(10)
—
6/9/2015
—
123,968

11

320

Ordinary shares (2)(10)
—
6/9/2015
—
107,143

9

276

20

596

0.06
%
NM GP Holdco LLC**
Net Lease
Membership interest (8)(10)
—
6/20/2018
—
—
203

197

0.02
%
Total Shares - United States
$
262,872

$
284,349

27.51
%
Total Shares
$
270,217

$
292,866

28.34
%
Warrants - United States
Edmentum Ultimate Holdings, LLC (15)
Education
Warrants (3)(10)
—
2/23/2018
5/5/2026
1,141,846

$
769

$
2,945

0.28
%
UniTek Global Services, Inc.
Business Services
Warrants (3)(10)
—
6/30/2017
12/31/2018
526,925

—

—

—
%
Total Warrants - United States
$
769

$
2,945

0.28
%
Total Funded Investments
$
328,406

$
348,618

33.73
%
Unfunded Debt Investments - United States
UniTek Global Services, Inc.
Business Services
First lien (3)(10)(11) - Undrawn
—
6/29/2018
2/20/2019
$
2,515

$
—

$
—

—
%

The accompanying notes are an integral part of these consolidated financial statements.
17
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


Portfolio Company, Location and Industry (1)
Type of Investment
Interest Rate(9)
Acquisition Date
Maturity / Expiration Date
Principal
Amount,
Par Value
or Shares
Cost
Fair
Value
Percent of Net
Assets
Edmentum Ultimate Holdings, LLC (15)
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
Education
Second lien (3)(10)(11) - Undrawn
—
6/9/2015
12/9/2021
$
7,434

$
—

$
—

—
%
Total Unfunded Debt Investments - United States
$
9,949

$
—

$
—

—
%
Total Controlled Investments
$
328,406

$
348,618

33.73
%
Total Investments
$
2,261,016

$
2,294,759

222.03
%
(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 Collateral Manager, New Mountain Finance Holdings, L.L.C. (“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. 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. and Stifel Bank & Trust 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 Ancora Holdings, Inc.
(7)
Investment is held in NMF QID NGL Holdings, Inc.
(8)
Investment is held in New Mountain Net Lease Corporation.
(9)
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) and the alternative base rate (Base) and which resets 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 September 30, 2018 .
(10)
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.
(11)
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.
(12)
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 a tranche A first lien term loan and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
(13)
The Company holds investments in two related entities of Tenawa Resource Holdings LLC. The Company holds 4.77% of the common units in QID NGL LLC (which at closing represented 98.1% of the ownership in the common units in Tenawa Resource Holdings LLC), class A preferred units in QID NGL LLC and a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
(14)
The Company holds investments in QC McKissock Investment, LLC and one related entity of QC McKissock Investment, LLC. The Company holds a first lien term loan in QC McKissock Investment, LLC (which at closing represented 71.1% of the ownership in the Series A common units of McKissock Investment Holdings, LLC) and holds first lien term loans and a delayed draw term loan in McKissock, LLC, a wholly-owned subsidiary of McKissock Investment Holdings, LLC.
(15)
The Company holds investments in Edmentum Ultimate Holdings, LLC and its related entities. The Company holds subordinated notes, ordinary equity, and warrants in Edmentum Ultimate Holdings, LLC and holds a first lien term loan, second lien revolver and a second lien term loan in Edmentum, Inc. and Archipelago Learning, Inc., which are wholly-owned subsidiaries of Edmentum Ultimate Holdings, LLC.
(16)
The Company holds preferred equity in Permian Holdco 1, Inc. that is entitled to receive cumulative preferential dividends at a rate of 12.0% per annum payable in additional shares.
(17)
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.
(18)
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.
(19)
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.

The accompanying notes are an integral part of these consolidated financial statements.
18
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)


(20)
The Company holds equity investments in TW-NHME Holdings Corp., and holds a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
(21)
The Company holds convertible preferred equity in HI Technology Corp that is accruing dividends at a rate of 15.0% per annum.
(22)
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.
(23)
The Company holds preferred equity in Avatar Topco, Inc., and holds a second lien term loan investment in EAB Global, Inc., a wholly-owned subsidiary of Avatar Topco, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of L + 11.00% per annum.
(24)
Investment or a portion of the investment is on non-accrual status. See Note 3. Investments, for details.
(25)
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 September 30, 2018 and December 31, 2017 , along with transactions during the nine months ended September 30, 2018 in which the issuer was a non-controlled/affiliated investment, is as follows:
Portfolio Company
Fair Value at
December 31, 2017
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at
September 30, 2018
Interest
Income
Dividend
Income
Other
Income
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
$
24,858

$
—

$
(24,858
)
$
—

$
—

$
—

$
—

$
—

$
—

HI Technology Corp.
105,155

—

—

—

11,925

117,080

—

11,250

—

NMFC Senior Loan Program I LLC
23,000

—

—

—

—

23,000

—

2,423

891

Permian Holdco 1, Inc. / Permian Holdco 2, Inc. / Permian Holdco 3, Inc.
12,733

26,468

(25
)
—

(1,214
)
37,962

1,129

800

638

Sierra Hamilton Holdings Corporation
12,330

—

—

—

197

12,527

—

—

—

Total Non-Controlled/Affiliated Investments
$
178,076

$
26,468

$
(24,883
)
$
—

$
10,908

$
190,569

$
1,129

$
14,473

$
1,529

(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.
19
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
(in thousands, except shares)
(unaudited)



(26)
Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote 25.0% or more of the outstanding voting securities of the investment. Fair value as of September 30, 2018 and December 31, 2017 , along with transactions during the nine months ended September 30, 2018 in which the issuer was a controlled investment, is as follows:
Portfolio Company
Fair Value at
December 31, 2017
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at
September 30, 2018
Interest
Income
Dividend
Income
Other
Income
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
$
—

$
48,856

$
(6,921
)
$
—

$
1,840

$
43,775

$
2,795

$
—

$
422

NM APP CANADA CORP
7,962

—

—

—

555

8,517

—

617

—

NM APP US LLC
5,138

—

—

—

263

5,401

—

423

—

NM CLFX LP
12,538

—

—

—

2

12,540

—

1,146

—

NM DRVT LLC
5,385

—

—

—

162

5,547

—

379

—

NM JRA LLC
2,191

—

—

—

60

2,251

—

163

—

NM GLCR LLC
—

14,750

—

—

(97
)
14,653

—

1,205

—

NM KRLN LLC
8,195

—

—

—

359

8,554

—

554

—

NM NL Holdings, L.P.
—

20,064

—

—

(163
)
19,901

—

765

—

NM GP Holdco, LLC
—

203

—

—

(6
)
197

—

—

—

NMFC Senior Loan Program II LLC
79,400

—

—

—

—

79,400

—

8,543

—

NMFC Senior Loan Program III LLC
—

66,800

—

—

—

66,800

—

960

—

UniTek Global Services, Inc.
64,593

32,216

(23,223
)
—

7,496

81,082

1,547

4,683

1,055

Total Controlled Investments
$
185,402

$
182,889

$
(30,144
)
$
—

$
10,471

$
348,618

$
4,342

$
19,438

$
1,477

(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.
**
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 September 30, 2018 , 12.1% of the Company’s total investments were non-qualifying assets.

The accompanying notes are an integral part of these consolidated financial statements.
20
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
September 30, 2018
( in thousands, except shares)
(unaudited)


September 30, 2018
Investment Type
Percent of Total
Investments at Fair Value
First lien
44.88
%
Second lien
29.72
%
Subordinated
2.82
%
Equity and other
22.58
%
Total investments
100.00
%
September 30, 2018
Industry Type
Percent of Total
Investments at Fair Value
Business Services
27.98
%
Software
19.35
%
Healthcare Services
14.48
%
Education
9.06
%
Investment Fund
7.37
%
Consumer Services
5.73
%
Energy
4.54
%
Federal Services
3.39
%
Net Lease
3.38
%
Distribution & Logistics
2.97
%
Healthcare Information Technology
0.65
%
Packaging
0.63
%
Business Products
0.47
%
Total investments
100.00
%
September 30, 2018
Interest Rate Type
Percent of Total
Investments at Fair Value
Floating rates
88.86
%
Fixed rates
11.14
%
Total investments
100.00
%


The accompanying notes are an integral part of these consolidated financial statements.
21
New Mountain Finance Corporation
Consolidated Schedule of Investments
December 31, 2017
(in thousands, except shares)

Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United Kingdom
Air Newco LLC**
Software
Second lien (3)
10.94% (L + 9.50%/Q)
1/30/2015
1/31/2023
$
40,000

$
39,033

$
39,000

3.77
%
Shine Acquisition Co. S.à.r.l / Boing US Holdco Inc.**
Consumer Services
Second lien (3)
8.88% (L + 7.50%/Q)
9/25/2017
10/3/2025
40,353

40,056

40,656

3.93
%
Total Funded Debt Investments - United Kingdom
$
80,353

$
79,089

$
79,656

7.70
%
Funded Debt Investments - United States
AmWINS Group, Inc.
Business Services
Second lien (3)
8.32% (L + 6.75%/M)
1/19/2017
1/25/2025
$
57,000

$
56,804

$
57,606

5.57
%
Alegeus Technologies, LLC
Healthcare Services
Second lien (3)(10)
10.19% (L + 8.50%/Q)
4/28/2017
10/30/2023
23,500

23,500

23,500

Second lien (4)(10)
10.19% (L + 8.50%/Q)
4/28/2017
10/30/2023
22,500

22,500

22,500

46,000

46,000

46,000

4.44
%
PetVet Care Centers LLC
Consumer Services
First lien (2)(10)
7.69% (L + 6.00%/Q)
6/8/2017
6/8/2023
34,527

34,409

34,872

First lien (3)(10)(11) - Drawn
7.55% (L + 6.00%/Q)
6/8/2017
6/8/2023
8,646

8,616

8,733

First lien (3)(10)(11) - Drawn
9.50% (P + 5.00%/Q)
6/8/2017
6/8/2023
2,200

2,192

2,200

45,373

45,217

45,805

4.43
%
Integro Parent Inc.
Business Services
First lien (2)
7.16% (L + 5.75%/Q)
10/9/2015
10/31/2022
34,873

34,601

34,786

Second lien (3)
10.63% (L + 9.25%/Q)
10/9/2015
10/30/2023
10,000

9,920

9,800

44,873

44,521

44,586

4.31
%
Severin Acquisition, LLC
Software
Second lien (4)(10)
10.32% (L + 8.75%/M)
7/31/2015
7/29/2022
15,000

14,891

15,000

Second lien (3)(10)
10.32% (L + 8.75%/M)
2/1/2017
7/29/2022
14,518

14,361

14,518

Second lien (4)(10)
10.32% (L + 8.75%/M)
11/5/2015
7/29/2022
4,154

4,123

4,154

Second lien (4)(10)
10.82% (L + 9.25%/M)
2/1/2016
7/29/2022
3,273

3,248

3,273

Second lien (3)(10)
10.57% (L + 9.00%/M)
10/14/2016
7/29/2022
2,361

2,341

2,361

Second lien (3)(10)
10.82% (L + 9.25%/M)
8/8/2016
7/29/2022
1,825

1,810

1,825

Second lien (4)(10)
10.82% (L + 9.25%/M)
8/8/2016
7/29/2022
300

298

300

41,431

41,072

41,431

4.00
%
Salient CRGT Inc.
Federal Services
First lien (2)
7.32% (L + 5.75%/M)
1/6/2015
2/28/2022
40,894

40,421

41,251

3.99
%
Tenawa Resource Holdings LLC (13)
Tenawa Resource Management LLC
Energy
First lien (3)(10)
10.50% (Base + 8.00%/Q)
5/12/2014
10/30/2024
39,900

39,835

39,900

3.86
%

The accompanying notes are an integral part of these consolidated financial statements.
22
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
VetCor Professional Practices LLC
Consumer Services
First lien (4)
7.69% (L + 6.00%/Q)
5/15/2015
4/20/2021
$
19,111

$
18,996

$
19,134

First lien (2)
7.69% (L + 6.00%/Q)
5/15/2015
4/20/2021
7,714

7,603

7,724

First lien (3)(11) - Drawn
7.69% (L + 6.00%/Q)
2/24/2017
4/20/2021
6,005

5,891

6,013

First lien (4)
7.69% (L + 6.00%/Q)
5/15/2015
4/20/2021
2,650

2,632

2,654

First lien (2)
7.69% (L + 6.00%/Q)
6/24/2016
4/20/2021
1,632

1,606

1,634

First lien (4)
7.69% (L + 6.00%/Q)
3/31/2016
4/20/2021
495

487

496

First lien (3)(11) - Drawn
7.69% (L + 6.00%/Q)
5/15/2015
4/20/2021
1,426

1,412

1,428

39,033

38,627

39,083

3.78
%
Frontline Technologies Group Holdings, LLC
Education
First lien (2)(10)
8.09% (L + 6.50%/Q)
9/18/2017
9/18/2023
16,750

16,629

16,625

First lien (4)(10)
8.09% (L + 6.50%/Q)
9/18/2017
9/18/2023
22,613

22,450

22,444

39,363

39,079

39,069

3.77
%
Kronos Incorporated
Software
Second lien (2)
9.63% (L + 8.25%/Q)
10/26/2012
11/1/2024
36,000

35,508

37,449

3.62
%
Valet Waste Holdings, Inc.
Business Services
First lien (2)(10)
8.57% (L + 7.00%/M)
9/24/2015
9/24/2021
29,325

29,078

29,325

First lien (2)(10)
8.57% (L + 7.00%/M)
7/27/2017
9/24/2021
3,731

3,697

3,731

33,056

32,775

33,056

3.19
%
Evo Payments International, LLC
Business Services
Second lien (2)
10.57% (L + 9.00%/M)
12/8/2016
12/23/2024
25,000

24,824

25,250

Second lien (3)
10.57% (L + 9.00%/M)
12/8/2016
12/23/2024
5,000

5,052

5,050

30,000

29,876

30,300

2.93
%
Wirepath LLC
Distribution & Logistics
First lien (2)
6.87% (L + 5.25%/Q)
7/31/2017
8/5/2024
27,731

27,598

28,112

2.72
%
Ansira Holdings, Inc.
Business Services
First lien (2)
8.19% (L + 6.50%/Q)
12/19/2016
12/20/2022
25,920

25,809

25,855

First lien (3)(11) - Drawn
8.19% (L + 6.50%/Q)
12/19/2016
12/20/2022
2,107

2,097

2,102

28,027

27,906

27,957

2.70
%
TW-NHME Holdings Corp. (20)
National HME, Inc.
Healthcare Services
Second lien (4)(10)
10.95% (L + 9.25%/Q)
7/14/2015
7/14/2022
21,500

21,301

21,646

Second lien (3)(10)
10.95% (L + 9.25%/Q)
7/14/2015
7/14/2022
5,800

5,737

5,839

27,300

27,038

27,485

2.66
%
Navicure, Inc.
Healthcare Services
Second lien (3)
8.86% (L + 7.50%/M)
10/23/2017
10/31/2025
26,952

26,819

27,154

2.62
%
Trader Interactive, LLC
Business Services
First lien (2)(10)
7.50% (L + 6.00%/M)
6/15/2017
6/17/2024
27,190

26,999

26,986

2.61
%
Marketo, Inc.
Software
First lien (3)(10)
11.19% (L + 9.50%/Q)
8/16/2016
8/16/2021
26,820

26,509

26,820

2.59
%
Keystone Acquisition Corp.
Healthcare Services
First lien (2)
6.94% (L + 5.25%/Q)
5/10/2017
5/1/2024
19,950

19,764

20,087

Second lien (3)
10.94% (L + 9.25%/Q)
5/10/2017
5/1/2025
4,500

4,457

4,511

24,450

24,221

24,598

2.38
%

The accompanying notes are an integral part of these consolidated financial statements.
23
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
iPipeline, Inc. (Internet Pipeline, Inc.)
Software
First lien (4)(10)
8.82% (L + 7.25%/M)
8/4/2015
8/4/2022
$
17,589

$
17,464

$
17,589

First lien (4)(10)
7.74% (L + 6.25%/M)
6/16/2017
8/4/2022
4,577

4,556

4,554

First lien (2)(10)
7.74% (L + 6.25%/M)
9/25/2017
8/4/2022
1,161

1,155

1,155

First lien (4)(10)
7.74% (L + 6.25%/M)
9/25/2017
8/4/2022
511

508

508

23,838

23,683

23,806

2.30
%
AAC Holding Corp.
Education
First lien (2)(10)
9.62% (L + 8.25%/M)
9/30/2015
9/30/2020
23,161

22,953

23,161

2.24
%
BackOffice Associates Holdings, LLC
Business Services
First lien (2)(10)
8.06% (L + 6.50%/M)
8/25/2017
8/25/2023
22,869

22,679

22,669

2.19
%
TWDiamondback Holdings Corp. (15)
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
Distribution & Logistics
First lien (4)(10)
10.49% (L + 8.75%/Q)
11/19/2014
11/19/2019
19,895

19,895

19,895

First lien (3)(10)
10.44% (L + 8.75%/Q)
11/19/2014
11/19/2019
2,158

2,158

2,158

First lien (4)(10)
10.44% (L + 8.75%/Q)
11/19/2014
11/19/2019
605

605

605

22,658

22,658

22,658

2.19
%
EN Engineering, LLC
Business Services
First lien (2)(10)
7.69% (L + 6.00%/Q)
7/30/2015
6/30/2021
20,893

20,760

20,893

First lien (2)(10)
7.69% (L + 6.00%/Q)
7/30/2015
6/30/2021
1,208

1,200

1,208

22,101

21,960

22,101

2.14
%
Avatar Topco, Inc (23)
EAB Global, Inc.
Education
Second lien (3)
8.99% (L + 7.50%/M)
11/17/2017
11/17/2025
21,450

21,132

21,236

2.05
%
DigiCert Holdings, Inc.
Business Services
Second lien (3)
9.38% (L + 8.00%/Q)
9/20/2017
10/31/2025
20,176

20,077

20,347

1.97
%
DiversiTech Holdings, Inc.
Distribution & Logistics
Second lien (3)
9.20% (L + 7.50%/Q)
5/18/2017
6/2/2025
19,500

19,315

19,744

1.91
%
ABILITY Network Inc.
Healthcare Information Technology
Second lien (3)
9.21% (L + 7.75%/M)
12/11/2017
12/12/2025
18,851

18,839

18,945

1.83
%
KeyPoint Government Solutions, Inc.
Federal Services
First lien (2)(10)
7.35% (L + 6.00%/Q)
4/18/2017
4/18/2024
18,413

18,243

18,597

1.80
%
AgKnowledge Holdings Company, Inc.
Business Services
Second lien (2)(10)
9.82% (L + 8.25%/M)
7/23/2014
7/23/2020
18,500

18,409

18,500

1.79
%
VF Holding Corp.
Software
Second lien (3)(10)
10.57% (L + 9.00%/M)
7/7/2016
6/28/2024
17,086

17,396

17,598

1.70
%
DCA Investment Holding, LLC
Healthcare Services
First lien (2)(10)
6.94% (L + 5.25%/Q)
7/2/2015
7/2/2021
17,453

17,344

17,453

1.69
%
OEConnection LLC
Business Services
Second lien (3)
9.69% (L + 8.00%/Q)
11/22/2017
11/22/2025
16,841

16,548

16,841

1.63
%
TIBCO Software Inc.
Software
Subordinated (3)
11.38%/S
11/24/2014
12/1/2021
15,000

14,714

16,378

1.58
%
American Tire Distributors, Inc.
Distribution & Logistics
Subordinated (3)
10.25%/S
2/10/2015
3/1/2022
15,520

15,267

16,063

1.55
%
Hill International, Inc.**
Business Services
First lien (2)(10)
7.32% (L + 5.75%/M)
6/21/2017
6/21/2023
15,721

15,648

15,642

1.51
%

The accompanying notes are an integral part of these consolidated financial statements.
24
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Netsmart Inc. / Netsmart Technologies, Inc.
Healthcare Information Technology
Second lien (2)
10.98% (L + 9.50%/Q)
4/18/2016
10/19/2023
$
15,000

$
14,686

$
15,075

1.46
%
Transcendia Holdings, Inc.
Packaging
Second lien (3)
9.57% (L + 8.00%/M)
6/28/2017
5/30/2025
14,500

14,309

14,391

1.39
%
SW Holdings, LLC
Business Services
Second lien (4)(10)
10.44% (L + 8.75%/Q)
6/30/2015
12/30/2021
14,265

14,167

14,331

1.38
%
Peraton Holding Corp. (fka MHVC Acquisition Corp.)
Federal Services
First lien (2)
6.95% (L + 5.25%/Q)
4/25/2017
4/29/2024
14,030

13,987

14,135

1.37
%
Ministry Brands, LLC
Software
First lien (3)
6.38% (L + 5.00%/Q)
12/7/2016
12/2/2022
2,993

2,980

2,993

First lien (3)(10)(11) - Drawn
6.57% (L + 5.00%/M)
12/7/2016
12/2/2022
1,000

995

1,000

Second lien (3)(10)
10.63% (L + 9.25%/Q)
12/7/2016
6/2/2023
7,840

7,788

7,840

Second lien (3)(10)
10.63% (L + 9.25%/Q)
12/7/2016
6/2/2023
2,160

2,146

2,160

13,993

13,909

13,993

1.35
%
nThrive, Inc. (fka Precyse Acquisition Corp.)
Healthcare Services
Second lien (2)(10)
11.32% (L + 9.75%/M)
4/19/2016
4/20/2023
13,000

12,813

12,702

1.23
%
FR Arsenal Holdings II Corp.
Business Services
First lien (2)(10)
8.81% (L + 7.25%/Q)
9/29/2016
9/8/2022
12,356

12,252

12,373

1.19
%
Amerijet Holdings, Inc.
Distribution & Logistics
First lien (4)(10)
9.57% (L + 8.00%/M)
7/15/2016
7/15/2021
10,403

10,344

10,458

First lien (4)(10)
9.57% (L + 8.00%/M)
7/15/2016
7/15/2021
1,734

1,724

1,743

12,137

12,068

12,201

1.18
%
SSH Group Holdings, Inc.
Education
First lien (2)(10)
6.69% (L + 5.00%/Q)
10/13/2017
10/2/2024
8,407

8,366

8,365

Second lien (3)(10)
10.69% (L + 9.00%/Q)
10/13/2017
10/2/2025
3,363

3,330

3,329

11,770

11,696

11,694

1.13
%
ProQuest LLC
Business Services
Second lien (3)
10.55% (L + 9.00%/M)
12/14/2015
12/15/2022
11,620

11,440

11,620

1.12
%
Xactly Corporation
Software
First lien (4)(10)
8.82% (L + 7.25%/M)
7/31/2017
7/29/2022
11,600

11,492

11,484

1.11
%
Zywave, Inc.
Software
Second lien (4)(10)
10.42% (L + 9.00%/Q)
11/22/2016
11/17/2023
11,000

10,927

11,011

First lien (3)(10)(11) - Drawn
8.50% (P + 4.00%/Q)
11/22/2016
11/17/2022
200

199

200

First lien (3)(10)(11) - Drawn
6.57% (L + 5.00%/Q)
11/22/2016
11/17/2022
250

248

250

11,450

11,374

11,461

1.11
%
QC McKissock Investment, LLC (14)
McKissock, LLC
Education
First lien (2)(10)
7.94% (L + 6.25%/Q)
8/6/2014
8/5/2021
6,415

6,386

6,415

First lien (2)(10)
7.94% (L + 6.25%/Q)
8/6/2014
8/5/2021
3,058

3,046

3,058

First lien (2)(10)
7.94% (L + 6.25%/Q)
8/6/2014
8/5/2021
987

983

987

10,460

10,415

10,460

1.01
%
Masergy Holdings, Inc.
Business Services
Second lien (2)
10.19% (L + 8.50%/Q)
12/14/2016
12/16/2024
10,000

9,943

10,144

0.98
%
Idera, Inc.
Software
Second lien (4)
10.57% (L + 9.00%/M)
6/27/2017
6/27/2025
10,000

9,856

10,100

0.97
%

The accompanying notes are an integral part of these consolidated financial statements.
25
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Quest Software US Holdings Inc.
Software
First lien (2)
6.92% (L + 5.50%/Q)
10/31/2016
10/31/2022
$
9,899

$
9,775

$
10,071

0.97
%
PowerPlan Holdings, Inc.
Software
Second lien (2)(10)
10.57% (L + 9.00%/M)
2/23/2015
2/23/2023
10,000

9,927

10,000

0.97
%
WD Wolverine Holdings, LLC
Healthcare Services
First lien (2)
7.07% (L + 5.50%/M)
2/22/2017
8/16/2022
9,813

9,534

9,512

0.92
%
Pelican Products, Inc.
Business Products
Second lien (2)
9.94% (L + 8.25%/Q)
4/9/2014
4/9/2021
9,500

9,533

9,500

0.92
%
J.D. Power (fka J.D. Power and Associates)
Business Services
Second lien (3)
10.19% (L + 8.50%/Q)
6/9/2016
9/7/2024
9,333

9,230

9,473

0.91
%
Harley Marine Services, Inc.
Distribution & Logistics
Second lien (2)
10.63% (L + 9.25%/Q)
12/18/2013
12/20/2019
9,000

8,929

8,955

0.86
%
JAMF Holdings, Inc.
Software
First lien (3)(10)
9.41% (L + 8.00%/Q)
11/13/2017
11/11/2022
8,757

8,672

8,670

0.84
%
Autodata, Inc. (Autodata Solutions, Inc.)
Business Services
Second lien (3)
8.82% (L + 7.25%/Q)
12/12/2017
12/12/2025
7,406

7,387

7,387

0.71
%
MH Sub I, LLC (Micro Holding Corp.)
Software
Second lien (3)
9.09% (L + 7.50%/Q)
8/16/2017
9/15/2025
7,000

6,932

7,048

0.68
%
First American Payment Systems, L.P.
Business Services
First lien (2)
7.14% (L + 5.75%/M)
1/3/2017
1/5/2024
6,844

6,783

6,880

0.66
%
Solera LLC / Solera Finance, Inc.
Software
Subordinated (3)
10.50%/S
2/29/2016
3/1/2024
5,000

4,791

5,650

0.55
%
Pathway Partners Vet Management Company LLC
Consumer Services
Second lien (4)
9.57% (L + 8.00%/M)
10/4/2017
10/10/2025
5,556

5,527

5,527

0.53
%
Applied Systems, Inc.
Software
Second lien (3)
8.69% (L + 7.00%/Q)
9/14/2017
9/19/2025
4,923

4,923

5,106

0.49
%
ADG, LLC
Healthcare Services
Second lien (3)(10)
10.57% (L + 9.00%/M)
10/3/2016
3/28/2024
5,000

4,934

5,038

0.49
%
Vencore, Inc. (fka The SI Organization Inc.)
Federal Services
Second lien (3)
10.44% (L + 8.75%/Q)
6/14/2016
5/23/2020
4,400

4,350

4,450

0.43
%
Affinity Dental Management, Inc.
Healthcare Services
First lien (2)(10)
7.59% (L + 6.00%/Q)
9/15/2017
9/15/2023
4,344

4,302

4,301

0.41
%
York Risk Services Holding Corp.
Business Services
Subordinated (3)
8.50%/S
9/17/2014
10/1/2022
3,000

3,000

2,940

0.28
%
Ensemble S Merger Sub, Inc.
Software
Subordinated (3)
9.00%/S
9/21/2015
9/30/2023
2,000

1,946

2,125

0.20
%
Education Management Corporation (12)
Education Management II LLC
Education
First lien (2)
5.85% (L + 4.50%/Q)
1/5/2015
7/2/2020
211

205

82

First lien (3)
5.85% (L + 4.50%/Q)
1/5/2015
7/2/2020
119

116

46

First lien (2)
8.85% (L + 7.50%/Q)
1/5/2015
7/2/2020
475

437

10

First lien (3)
8.85% (L + 7.50%/Q)
1/5/2015
7/2/2020
268

247

6

1,073

1,005

144

0.01
%
Total Funded Debt Investments - United States
$
1,319,560

$
1,309,577

$
1,325,328

128.05
%
Total Funded Debt Investments
$
1,399,913

$
1,388,666

$
1,404,984

135.75
%

The accompanying notes are an integral part of these consolidated financial statements.
26
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education
Preferred shares (3)(10)(22)
—
9/1/2017
—
58,868

$
5,807

$
5,806

0.56
%
Total Shares - Hong Kong
$
5,807

$
5,806

0.56
%
Equity - United States
Avatar Topco, Inc. (23)
Education
Preferred shares (3)(10)(23)
—
11/17/2017
—
35,750

$
35,220

$
35,204

3.40
%
Tenawa Resource Holdings LLC (13)
QID NGL LLC
Energy
Ordinary shares (7)(10)
—
5/12/2014
—
5,290,997

5,291

8,154

Preferred shares (7)(10)
—
10/30/2017
—
620,706

621

1,007

5,912

9,161

0.88
%
TWDiamondback Holdings Corp. (15)
Distribution & Logistics
Preferred shares (4)(10)
—
11/19/2014
—
200

2,000

4,508

0.44
%
TW-NHME Holdings Corp. (20)
Healthcare Services
Preferred shares (4)(10)
—
7/14/2015
—
100

1,000

944

Preferred shares (4)(10)
—
1/5/2016
—
16

158

149

Preferred shares (4)(10)
—
6/30/2016
—
6

68

58

1,226

1,151

0.11
%
Ancora Acquisition LLC
Education
Preferred shares (6)(10)
—
8/12/2013
—
372

83

393

0.04
%
Education Management Corporation (12)
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

10

Ordinary shares (3)
—
1/5/2015
—
1,688,976

56

6

469

16

0.00
%
Total Shares - United States
$
44,910

$
50,433

4.87
%
Total Shares
$
50,717

$
56,239

5.43
%
Warrants - United States
ASP LCG Holdings, Inc.
Education
Warrants (3)(10)
—
5/5/2014
5/5/2026
622

$
37

$
1,089

0.11
%
Ancora Acquisition LLC
Education
Warrants (6)(10)
—
8/12/2013
8/12/2020
20

—

—

—
%
YP Equity Investors, LLC
Media
Warrants (5)(10)
—
5/3/2012
5/8/2022
5

—

—

—
%
Total Warrants - United States
$
37

$
1,089

0.11
%
Total Funded Investments
$
1,439,420

$
1,462,312

141.29
%

The accompanying notes are an integral part of these consolidated financial statements.
27
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Unfunded Debt Investments - United States
PetVet Care Centers LLC
Consumer Services
First lien (3)(10)(11) - Undrawn
—
6/8/2017
6/8/2019
$
4,439

$
(16
)
$
44

0.00
%
VetCor Professional Practices LLC
Consumer Services
First lien (3)(11) - Undrawn
—
5/15/2015
4/20/2021
1,274

(13
)
2

First lien (3)(11) - Undrawn
—
12/29/2017
12/29/2019
8,552

(75
)
11

9,826

(88
)
13

0.00
%
DCA Investment Holding, LLC
Healthcare Services
First lien (3)(10)(11) - Undrawn
—
7/2/2015
7/2/2021
2,100

(21
)
—

First lien (3)(10)(11) - Undrawn
—
12/20/2017
12/20/2019
13,465

(118
)
—

15,565

(139
)
—

—
%
iPipeline, Inc. (Internet Pipeline, Inc.)
Software
First lien (3)(10)(11) - Undrawn
—
8/4/2015
8/4/2021
1,000

(10
)
—

—
%
Valet Waste Holdings, Inc.
Business Services
First lien (3)(10)(11) - Undrawn
—
9/24/2015
9/24/2021
3,750

(47
)
—

—
%
Zywave, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
11/22/2016
11/17/2022
1,550

(12
)
—

—
%
Marketo, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
8/16/2016
8/16/2021
1,788

(27
)
—

—
%
Ansira Holdings, Inc.
Business Services
First lien (3)(11) - Undrawn
—
12/19/2016
12/20/2018
1,700

(9
)
(4
)
(0.00
)%
JAMF Holdings, Inc.
Software
First lien (3)(10)(11) - Undrawn
—
11/13/2017
11/11/2022
750

(8
)
(8
)
(0.00
)%
Xactly Corporation
Software
First lien (3)(10)(11) - Undrawn
—
7/31/2017
7/29/2022
992

(10
)
(10
)
(0.00
)%
Pathway Partners Vet Management Company LLC
Consumer Services
Second lien (4)(11) - Undrawn
—
10/4/2017
10/10/2019
2,444

(12
)
(12
)
(0.00
)%
Trader Interactive, LLC
Business Services
First lien (3)(10)(11) - Undrawn
—
6/15/2017
6/15/2023
1,673

(13
)
(13
)
(0.00
)%
BackOffice Associates Holdings, LLC
Business Services
First lien (3)(10)(11) - Undrawn
—
8/25/2017
8/24/2018
3,448

(13
)
(13
)
First lien (3)(10)(11) - Undrawn
—
8/25/2017
8/25/2023
2,586

(23
)
(23
)
6,034

(36
)
(36
)
(0.00
)%

The accompanying notes are an integral part of these consolidated financial statements.
28
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Affinity Dental Management, Inc.
Healthcare Services
First lien (3)(10)(11) - Undrawn
—
9/15/2017
3/15/2019
$
11,584

$
(29
)
$
(29
)
First lien (3)(10)(11) - Undrawn
—
9/15/2017
3/15/2023
1,738

(17
)
(17
)
13,322

(46
)
(46
)
(0.00
)%
Frontline Technologies Group Holdings, LLC
Education
First lien (3)(10)(11) - Undrawn
—
9/18/2017
9/18/2019
7,738

(58
)
(58
)
(0.01
)%
Total Unfunded Debt Investments - United States
$
72,571

$
(531
)
$
(130
)
(0.01
)%
Total Non-Controlled/Non-Affiliated Investments
$
1,438,889

$
1,462,182

141.28
%
Non-Controlled/Affiliated Investments(24)
Funded Debt Investments - United States
Edmentum Ultimate Holdings, LLC (16)
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
Education
Second lien (3)(10)(11) - Drawn
5.00%/M
6/9/2015
6/9/2020
$
3,172

$
3,172

$
3,172

Subordinated (3)(10)
8.50% PIK/Q*
6/9/2015
6/9/2020
4,491

4,486

4,491

Subordinated (2)(10)
10.00% PIK/Q*
6/9/2015
6/9/2020
16,760

16,760

13,408

Subordinated (3)(10)
10.00% PIK/Q*
6/9/2015
6/9/2020
4,123

4,123

3,298

28,546

28,541

24,369

2.36
%
Permian Holdco 1, Inc.
Permian Holdco 2, Inc.
Energy
Subordinated (3)(10)
14.00% PIK/Q*
10/31/2016
10/15/2021
2,007

2,007

2,007

Subordinated (3)(10)(11) - Drawn
14.00% PIK/Q*
10/31/2016
10/15/2021
696

696

696

2,703

2,703

2,703

0.26
%
Total Funded Debt Investments - United States
$
31,249

$
31,244

$
27,072

2.62
%
Equity - United States
HI Technology Corp.
Business Services
Preferred shares (3)(10)(21)
—
3/21/2017
—
2,768,000

$
105,155

$
105,155

10.16
%
NMFC Senior Loan Program I LLC**
Investment Fund
Membership interest (3)(10)
—
6/13/2014
—
—

23,000

23,000

2.22
%
Sierra Hamilton Holdings Corporation
Energy
Ordinary shares (2)(10)
—
7/31/2017
—
25,000,000

11,501

11,094

Ordinary shares (3)(10)
—
7/31/2017
—
2,786,000

1,281

1,236

12,782

12,330

1.19
%
Permian Holdco 1, Inc.
Energy
Preferred shares (3)(10)(17)
—
10/31/2016
—
1,569,226

6,829

8,631

Ordinary shares (3)(10)
—
10/31/2016
—
1,366,452

1,350

1,399

8,179

10,030

0.97
%

The accompanying notes are an integral part of these consolidated financial statements.
29
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
Edmentum Ultimate Holdings, LLC (16)
Education
Ordinary shares (3)(10)
—
6/9/2015
—
123,968

$
11

$
262

Ordinary shares (2)(10)
—
6/9/2015
—
107,143

9

227

20

489

0.05
%
Total Shares - United States
$
149,136

$
151,004

14.59
%
Total Funded Investments
$
180,380

$
178,076

17.21
%
Unfunded Debt Investments - United States
Edmentum Ultimate Holdings, LLC (16)
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
Education
Second lien (3)(10)(11) - Undrawn
—
6/9/2015
6/9/2020
$
1,709

$
—

$
—

—
%
Permian Holdco 1, Inc.
Permian Holdco 2, Inc.
Energy
Subordinated (3)(10)(11) - Undrawn
—
10/31/2016
10/15/2021
342

—

—

—
%
Total Unfunded Debt Investments - United States
$
2,051

$
—

$
—

—
%
Total Non-Controlled/Affiliated Investments
$
180,380

$
178,076

17.21
%
Controlled Investments(25)
Funded Debt Investments - United States
UniTek Global Services, Inc.
Business Services
First lien (2)(10)
10.20% (L + 8.50%/Q)
1/13/2015
1/13/2019
$
10,846

$
10,846

$
10,846

First lien (2)(10)
9.84% (L + 7.50% + 1.00% PIK/Q)*
1/13/2015
1/13/2019
797

797

797

Subordinated (2)(10)
15.00% PIK/Q*
1/13/2015
7/13/2019
2,003

2,003

2,003

Subordinated (3)(10)
15.00% PIK/Q*
1/13/2015
7/13/2019
1,198

1,198

1,198

14,844

14,844

14,844

1.43
%
Total Funded Debt Investments - United States
$
14,844

$
14,844

$
14,844

1.43
%
Equity - Canada
NM APP Canada Corp.**
Net Lease
Membership interest (8)(10)
—
9/13/2016
—
—

$
7,345

$
7,962

0.77
%
Total Shares - Canada
$
7,345

$
7,962

0.77
%
Equity - United States
NMFC Senior Loan Program II LLC**
Investment Fund
Membership interest (3)(10)
—
5/3/2016
—
—

$
79,400

$
79,400

7.67
%

The accompanying notes are an integral part of these consolidated financial statements.
30
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


Portfolio Company, Location and Industry(1)
Type of
Investment
Interest Rate(9)
Acquisition Date
Maturity/Expiration
Date
Principal
Amount,
Par Value
or Shares
Cost
Fair Value
Percent of
Net
Assets
UniTek Global Services, Inc.
Business Services
Preferred shares (2)(10)(18)
—
1/13/2015
—
21,753,102

$
19,373

$
19,288

Preferred shares (3)(10)(18)
—
1/13/2015
—
6,011,522

5,353

5,330

Preferred shares (3)(10)(19)
—
6/30/2017
—
10,863,583

10,864

10,864

Ordinary shares (2)(10)
—
1/13/2015
—
2,096,477

1,925

7,313

Ordinary shares (3)(10)
—
1/13/2015
—
1,993,749

531

6,954

38,046

49,749

4.81
%
NM CLFX LP
Net Lease
Membership interest (8)(10)
—
10/6/2017
—
—

12,538

12,538

1.21
%
NM KRLN LLC
Net Lease
Membership interest (8)(10)
—
11/15/2016
—
—

7,510

8,195

0.79
%
NM DRVT LLC
Net Lease
Membership interest (8)(10)
—
11/18/2016
—
—

5,152

5,385

0.52
%
NM APP US LLC
Net Lease
Membership interest (8)(10)
—
9/13/2016
—
—

5,080

5,138

0.50
%
NM JRA LLC
Net Lease
Membership interest (8)(10)
—
8/12/2016
—
—

2,043

2,191

0.21
%
Total Shares - United States
$
149,769

$
162,596

15.71
%
Total Shares
$
157,114

$
170,558

16.48
%
Warrants - United States
UniTek Global Services, Inc.
Business Services
Warrants (3)(10)
—
6/30/2017
12/31/2018
526,925

$
—

$
—

—
%
Total Warrants - United States
$
—

$
—

—
%
Total Funded Investments
$
171,958

$
185,402

17.91
%
Unfunded Debt Investments - United States
UniTek Global Services, Inc.
Business Services
First lien (3)(10)(11) - Undrawn
—
1/13/2015
1/13/2019
$
2,048

$
—

$
—

First lien (3)(10)(11) - Undrawn
—
1/13/2015
1/13/2019
758

—

—

2,806

—

—

—
%
Total Unfunded Debt Investments - United States
$
2,806

$
—

$
—

—
%
Total Controlled Investments
$
171,958

$
185,402

17.91
%
Total Investments
$
1,791,227

$
1,825,660

176.4
%
_______________________________________________________________________________
(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 Collateral Manager, New Mountain Finance Holdings, L.L.C. ("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. See Note 7. Borrowings , for details.

The accompanying notes are an integral part of these consolidated financial statements.
31
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


(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. and Stifel Bank & Trust as Lenders. See Note 7. Borrowings , for details.
(4)
Investment is held in New Mountain Finance SBIC, L.P.
(5)
Investment is held in NMF YP Holdings, Inc.
(6)
Investment is held in NMF Ancora Holdings, Inc.
(7)
Investment is held in NMF QID NGL Holdings, Inc.
(8)
Investment is held in New Mountain Net Lease Corporation.
(9)
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) and the alternative base rate (Base) and which resets 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, 2017.
(10)
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.
(11)
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 the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(12)
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 a tranche A first lien term loan and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
(13)
The Company holds investments in three related entities of Tenawa Resource Holdings LLC. The Company holds 4.77% of the common units in QID NGL LLC (which at closing represented 98.1% of the ownership in the common units in Tenawa Resource Holdings LLC), class A preferred units in QID NGL LLC and a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
(14)
The Company holds investments in QC McKissock Investment, LLC and one related entity of QC McKissock Investment, LLC. The Company holds a first lien term loan in QC McKissock Investment, LLC (which at closing represented 71.1% of the ownership in the Series A common units of McKissock Investment Holdings, LLC) and holds a first lien term loan and a delayed draw term loan in McKissock, LLC, a wholly-owned subsidiary of McKissock Investment Holdings, LLC.
(15)
The Company holds investments in TWDiamondback Holdings Corp. and one related entity of TWDiamondback Holdings Corp. The Company holds preferred equity in TWDiamondback Holdings Corp. and holds a first lien last out term loan and a delayed draw term loan in Diamondback Drugs of Delaware LLC, a wholly-owned subsidiary of TWDiamondback Holdings Corp.
(16)
The Company holds investments in Edmentum Ultimate Holdings, LLC and its related entities. The Company holds subordinated notes and ordinary equity in Edmentum Ultimate Holdings, LLC and holds a second lien revolver in Edmentum, Inc. and Archipelago Learning, Inc., which are wholly-owned subsidiaries of Edmentum Ultimate Holdings, LLC.
(17)
The Company holds preferred equity in Permian Holdco 1, Inc. that is entitled to receive cumulative preferential dividends at a rate of 12.0% per annum payable in additional shares.
(18)
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.
(19)
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.
(20)
The Company holds equity investments in TW-NHME Holdings Corp., and holds a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
(21)
The Company holds convertible preferred equity in HI Technology Corp that is accruing dividends at a rate of 15.0% per annum.
(22)
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.
(23)
The Company holds preferred equity in Avatar Topco, Inc., and holds a second lien term loan investment in EAB Global, Inc., a wholly-owned subsidiary of Avatar Topco, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of L + 11.00% per annum.

The accompanying notes are an integral part of these consolidated financial statements.
32
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
(in thousands, except shares)


(24)
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, 2017 and December 31, 2016 along with transactions during the year ended December 31, 2017 in which the issuer was a non-controlled/affiliated investment is as follows:
Portfolio Company
Fair Value at December 31, 2016
Gross
Additions (A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at December 31, 2017
Interest
Income
Dividend
Income
Other
Income
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
$
23,247

$
10,912

$
(5,381
)
$
—

$
(3,920
)
$
24,858

$
2,538

$
—

$
—

HI Technology Corp.
—

105,155

—

—

—

105,155

—

11,667

—

NMFC Senior Loan Program I LLC
23,000

—

—

—

—

23,000

—

3,498

1,156

Permian Holdco 1, Inc. / Permian Holdco 2, Inc.
11,193

1,916

—

—

(376
)
12,733

270

960

30

Sierra Hamilton Holdings Corporation
—

12,782

—

—

(452
)
12,330

—

—

—

Total Non-Controlled/Affiliated Investments
$
57,440

$
130,765

$
(5,381
)
$
—

$
(4,748
)
$
178,076

$
2,808

$
16,125

$
1,186

_______________________________________________________________________________
(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 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.
(25)
Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote 25.0% or more of the outstanding voting securities of the investment. Fair value as of December 31, 2017 and December 31, 2016 along with transactions during the year ended December 31, 2017 in which the issuer was a controlled investment, is as follows:
Portfolio Company
Fair Value at
December 31, 2016
Gross
Additions
(A)
Gross
Redemptions
(B)
Net
Realized
Gains
(Losses)
Net Change In
Unrealized
Appreciation
(Depreciation)
Fair Value at December 31, 2017
Interest
Income
Dividend
Income
Other
Income
New Mountain Net Lease Corporation
$
27,000

$
—

$
(27,000
)
$
—

$
—

$
—

$
—

$
—

$
—

NM APP CANADA CORP
—

7,345

—

—

617

7,962

—

911

—

NM APP US LLC
—

5,080

—

—

58

5,138

—

594

—

NM CLFX LP
—

12,538

—

—

—

12,538

—

341

—

NM DRVT LLC
—

5,152

—

—

233

5,385

—

520

—

NM JRA LLC
—

2,043

—

—

148

2,191

—

232

—

NM KRLN LLC
—

7,510

—

—

685

8,195

—

736

—

NMFC Senior Loan Program II LLC
71,460

7,940

—

—

—

79,400

—

12,406

—

UniTek Global Services, Inc.
56,361

14,777

(4,006
)
—

(2,539
)
64,593

1,709

4,415

819

Total Controlled Investments
$
154,821

$
62,385

$
(31,006
)
$
—

$
(798
)
$
185,402

$
1,709

$
20,155

$
819

_______________________________________________________________________________
(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 at fair value 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.
**
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, 2017 , 11.0% of the Company’s total investments were non-qualifying assets.


The accompanying notes are an integral part of these consolidated financial statements.
33
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
December 31, 2017
( in thousands, except shares)




December 31, 2017
Investment Type
Percent of Total
Investments at Fair Value
First lien
37.99
%
Second lien
37.41
%
Subordinated
3.85
%
Equity and other
20.75
%
Total investments
100.00
%
December 31, 2017
Industry Type
Percent of Total
Investments at Fair Value
Business Services
31.85
%
Software
16.33
%
Healthcare Services
9.60
%
Education
9.48
%
Consumer Services
7.18
%
Distribution & Logistics
6.15
%
Investment Fund
5.61
%
Federal Services
4.30
%
Energy
4.06
%
Net Lease
2.27
%
Healthcare Information Technology
1.86
%
Packaging
0.79
%
Business Products
0.52
%
Total investments
100.00
%
December 31, 2017
Interest Rate Type
Percent of Total
Investments at Fair Value
Floating rates
87.48
%
Fixed rates
12.52
%
Total investments
100.00
%


The accompanying notes are an integral part of these consolidated financial statements.
34


Notes to the Consolidated Financial Statements of
New Mountain Finance Corporation
September 30, 2018
(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”). NMFC is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Since NMFC’s IPO, and through September 30, 2018 , NMFC raised approximately $614,581 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, public equity and credit investment vehicles. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. 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’s wholly-owned subsidiary, New Mountain Finance Holdings, L.L.C. (“NMF Holdings”), is a Delaware limited liability company whose assets are used to secure NMF Holdings’ credit facility. NMF Ancora Holdings Inc. (“NMF Ancora”), NMF QID NGL Holdings, Inc. (“NMF QID”) and NMF YP Holdings Inc. (“NMF YP”), the Company's wholly-owned subsidiaries, are structured as Delaware entities that serve as tax blocker corporations which hold 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. The tax blocker corporations are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of portfolio companies. Additionally, the Company has a wholly-owned subsidiary, New Mountain Finance Servicing, L.L.C. (“NMF Servicing”), that serves as the administrative agent on certain investment transactions. New Mountain Finance SBIC, L.P. (“SBIC I”) and its general partner, New Mountain Finance SBIC G.P., L.L.C. (“SBIC I GP”), were organized in Delaware as a limited partnership and limited liability company, respectively. New Mountain Finance SBIC II, L.P. (“SBIC II”) and its general partner, New Mountain Finance SBIC II G.P., L.L.C. (“SBIC II GP”), were also organized in Delaware as a limited partnership and limited liability company, respectively. SBIC I, SBIC I GP, SBIC II and SBIC II GP are consolidated wholly-owned direct and indirect subsidiaries of the Company. SBIC I and SBIC II received licenses from the United States ("U.S.") Small Business Administration (the “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”). The Company's wholly-owned subsidiary, New Mountain Net Lease Corporation ("NMNLC"), a Maryland corporation, was formed to acquire commercial real properties that are subject to "triple net" leases and has qualified and intends to continue to qualify 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 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 September 30, 2018 , the Company’s top five industry concentrations were business services, software, healthcare services, education and investment funds .

35

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 of America ("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, NMF Servicing, NMNLC, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID and NMF YP.
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, 2018 .
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:
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.
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:

36

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 September 30, 2018 .
Below is certain summarized property information for NMNLC as of September 30, 2018 :
Lease
Total
Fair Value as of
Portfolio Company
Tenant
Expiration Date
Location
Square Feet
September 30, 2018
NM NL Holdings LP / NM GP Holdco LLC
FXI Inc.
6/30/2038
IN / MS / NM / OR / PA / Mexico
2,122
$
20,098

NM GLCR LP
Arctic Glacier U.S.A.
2/28/2038
CA
214
14,653

NM CLFX LP
Victor Equipment Company
8/31/2033
TX
423
12,540

NM KRLN LLC
Kirlin Group, LLC
6/30/2029
MD
95
8,554

NM APP Canada Corp.
A.P. Plasman, Inc.
9/30/2031
Canada
436
8,517

NM DRVT LLC
FMH Conveyors, LLC
10/31/2031
AR
195
5,547

NM APP US LLC
Plasman Corp, LLC / A-Brite LP
9/30/2033
AL / OH
261
5,401

NM JRA LLC
J.R. Automation Technologies, LLC
1/31/2031
MI
88
2,251

$
77,561

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 September 30, 2018 and December 31, 2017 , the Company held one collateralized agreement to resell with a cost basis of $30,000 and $30,000 , respectively, and a fair value of $25,200 and $25,212 , respectively. The collateralized agreement to resell is guaranteed by a private hedge fund. 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

37

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 September 30, 2018 and December 31, 2017 .
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 and nine months ended September 30, 2018 , the Company recognized PIK and non-cash interest from investments of $2,462 and $6,074 , respectively, and PIK and non-cash dividends from investments of $7,236 and $20,987 , respectively. For the three and nine months ended September 30, 2017 , the Company recognized PIK and non-cash interest from investments of $1,552 and $4,747 , respectively, and PIK and non-cash dividends from investments of $5,395 and $11,713 , 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 outcome. 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, management fees from a non-controlled/affiliated investment 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 consists 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 consists 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.

38

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 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 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 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 income tax purposes.
For the three and nine months ended September 30, 2018 , the Company recognized a total income tax provision of approximately $227 and $1,272 , respectively, for the Company’s consolidated subsidiaries. For the three and nine months ended September 30, 2018 , the Company recorded current income tax expense of approximately $225 and $286 , respectively, and deferred income tax provision of approximately $2 and $986 , respectively. For the three and nine months ended September 30, 2017 , the Company recognized a total income tax (provision) benefit of approximately $(500) and $184 , respectively, for the Company’s consolidated subsidiaries.  For the three and nine months ended September 30, 2017 , the Company recorded current income tax expense of approximately $106 and $341 , respectively, and deferred income tax (provision) benefit of approximately $(394) and $525 , respectively.
As of September 30, 2018 and December 31, 2017 , the Company had $1,880 and $894 , 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.
The Company has adopted the Income Taxes topic of the Accounting Standards Codification Topic 740 (“ASC 740”). ASC 740 provides guidance for income taxes, including how uncertain income tax positions should be recognized, measured, and disclosed in the financial statements. 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 through December 31, 2017 . The 2014 through 2017 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 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 New York Stock Exchange (“NYSE”) on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NYSE 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

39

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. 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 29, 2017, 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, 2018 or until $50,000 of its outstanding shares of common stock have been repurchased. During the three and nine months ended September 30, 2018 and September 30, 2017 , 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 share 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 does not isolate 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) of investments” and “Net realized gains (losses) on investments” in the Company’s Consolidated Statements of Operations.
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.
Dividend income recorded related to distributions received from flow-through investments is an accounting estimate based on the most recent estimate of the tax treatment of the distribution.

40


Note 3. Investments
At September 30, 2018 , the Company’s investments consisted of the following:
Investment Cost and Fair Value by Type
Cost
Fair Value
First lien
$
1,028,884

$
1,030,033

Second lien
687,760

681,910

Subordinated
69,680

64,606

Equity and other
474,692

518,210

Total investments
$
2,261,016

$
2,294,759

Investment Cost and Fair Value by Industry
Cost
Fair Value
Business Services
$
613,010

$
642,027

Software
437,013

444,057

Healthcare Services
346,218

332,185

Education
210,248

208,008

Investment Fund
169,200

169,200

Consumer Services
131,119

131,483

Energy
96,180

104,137

Federal Services
76,475

77,883

Net Lease
74,686

77,561

Distribution & Logistics
67,077

68,100

Healthcare Information Technology
14,716

14,925

Packaging
14,324

14,391

Business Products
10,750

10,802

Total investments
$
2,261,016

$
2,294,759


41

At December 31, 2017 , the Company’s investments consisted of the following:
Investment Cost and Fair Value by Type
Cost
Fair Value
First lien
$
688,696

$
693,563

Second lien
674,536

682,950

Subordinated
70,991

70,257

Equity and other
357,004

378,890

Total investments
$
1,791,227

$
1,825,660

Investment Cost and Fair Value by Industry
Cost
Fair Value
Business Services
$
566,344

$
581,434

Software
291,445

298,172

Healthcare Services
174,046

175,348

Education
176,399

173,072

Consumer Services
129,311

131,116

Distribution & Logistics
107,835

112,241

Investment Fund
102,400

102,400

Federal Services
77,001

78,433

Energy
69,411

74,124

Net Lease
39,668

41,409

Healthcare Information Technology
33,525

34,020

Packaging
14,309

14,391

Business Products
9,533

9,500

Total investments
$
1,791,227

$
1,825,660

During the second quarter of 2018, the Company placed a portion of its second lien position in National HME, Inc. on non-accrual status and wrote down the aggregate fair value of its preferred shares in TW-NHME Holdings Corp. (together with the Company's second lien position, "NHME") to $0. As of September 30, 2018 , the Company's investments in NHME had an aggregate cost basis of $28,461 , an aggregate fair value of $13,650 and total unearned interest income of $390 and $797 , respectively, for the three and nine 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 September 30, 2018 , the Company's investment in EDMC placed on non-accrual status represented an aggregate cost basis of $1,004 , an aggregate fair value of $44 and total unearned interest income of $28 and $117 , respectively, for the three and nine months then ended.
During the first quarter of 2017, the Company placed its entire first lien notes position in Sierra Hamilton LLC / Sierra Hamilton Finance, Inc. ("Sierra") on non-accrual status due to its ongoing restructuring. As of June 30, 2017, the Company's investment in Sierra placed on non-accrual status represented an aggregate cost basis of $27,231, an aggregate fair value of $12,725 and total unearned interest income of $1,388 for the six months then ended. In July 2017, Sierra completed a restructuring which resulted in a material modification of the original terms and an extinguishment of the Company’s original investment in Sierra. Prior to the extinguishment in July 2017, the Company’s original investment in Sierra had an aggregate cost of $27,307, an aggregate fair value of $12,858 and total unearned interest income of $1,687. The extinguishment resulted in a realized loss of $14,449. As a result of the restructuring, the Company received common shares in Sierra Hamilton Holding Corporation. As of September 30, 2018 , the Company’s investment has an aggregate cost basis of $12,782 and an aggregate fair value of $12,527 .
As of September 30, 2018 , the Company had unfunded commitments on revolving credit facilities and bridge facilities of $49,735 and $0 , respectively. As of September 30, 2018 , the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $88,849 . The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2018 .

42

As of December 31, 2017 , the Company had unfunded commitments on revolving credit facilities and bridge facilities of $23,716 and $0 , respectively. As of December 31, 2017 , the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $53,712 . The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of December 31, 2017 .
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 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 United States Bankruptcy Code in August 2015. The Trustee alleges 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 nine months ended September 30, 2018 , the Company received a $1,500 payment from its insurance carrier in respect to the settlement. As of September 30, 2018 , the SPP Agreement has a cost basis of $14,500 and a fair value of $12,180, which is reflective of the higher inherent risk in this transaction.
NMFC Senior Loan Program I LLC
NMFC Senior Loan Program I LLC (“SLP I”) was formed as a Delaware limited liability company on May 27, 2014 and commenced operations on June 10, 2014. SLP I is a portfolio company held by the Company. SLP I is structured as a private investment fund, in which all of the investors are qualified purchasers, as such term is defined under the 1940 Act. Transfer of interests in SLP I is subject to restrictions and, as a result, interests are not readily marketable. SLP I operates under a limited liability company agreement (the “SLP I Agreement”) and will continue in existence until August 31, 2021, subject to earlier termination pursuant to certain terms of the SLP I Agreement. The term may be extended pursuant to certain terms of the SLP I Agreement. SLP I's re-investment period was through July 31, 2018. In September 2018, the re-investment period was extended until August 31, 2019. SLP I invests in senior secured loans issued by companies within the Company’s core industry verticals. These investments are typically broadly syndicated first lien loans.
SLP I is capitalized with $93,000 of capital commitments and $265,000 of debt from a revolving credit facility and is managed by the Company. The Company’s capital commitment is $23,000 , representing less than 25.0% ownership, with third party investors representing the remaining capital commitments. As of September 30, 2018 , SLP I had total investments with an aggregate fair value of approximately $328,645 , debt outstanding of $237,267 and capital that had been called and funded of $93,000 . As of December 31, 2017 , SLP I had total investments with an aggregate fair value of approximately $348,652 , debt outstanding of $223,667 and capital that had been called and funded of $93,000 . The Company’s investment in SLP I is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2018 and December 31, 2017 .
The Company, as an investment adviser registered under the Advisers Act, acts as the collateral manager to SLP I and is entitled to receive a management fee for its investment management services provided to SLP I. As a result, SLP I is classified as an affiliate of the Company. No management fee is charged on the Company's investment in SLP I in connection with the administrative services provided to SLP I. For the three and nine months ended September 30, 2018 , the Company earned approximately $295 and $891 , respectively, in management fees related to SLP I, which is included in other income. For the three and nine months ended September 30, 2017 , the Company earned approximately $286 and $865 , respectively, in management fees related to SLP I, which is included in other income. As of September 30, 2018 and December 31, 2017 , approximately $295 and $291 , respectively, of management fees related to SLP I was included in receivable from affiliates. For the three and nine months ended September 30, 2018 , the Company earned approximately $787 and $2,423 , respectively, of dividend income related to SLP I, which is included in dividend income. For the three and nine months ended September 30, 2017 , the Company earned approximately $816 and $2,662 , respectively, of dividend income related to SLP I, which is included in dividend income. As of September 30, 2018 and December 31, 2017 , approximately $787 and $836 , respectively, of dividend income related to SLP I was included in interest and dividend receivable.

43

NMFC Senior Loan Program II LLC
NMFC Senior Loan Program II LLC ("SLP II") was formed as a Delaware limited liability company on March 9, 2016 and commenced operations on April 12, 2016. SLP II is structured as a private joint venture investment fund between the Company and SkyKnight Income, LLC (“SkyKnight”) and operates under a limited liability company agreement (the "SLP II 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 II, which has equal representation from the Company and SkyKnight. SLP II has a three year investment period and will continue in existence until April 12, 2021. The term may be extended for up to one year pursuant to certain terms of the SLP II Agreement.
SLP II 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 II to call down on capital commitments requires approval by the board of managers of SLP II. As of September 30, 2018 , the Company and SkyKnight have committed and contributed $79,400 and $20,600 , respectively, of equity to SLP II. The Company’s investment in SLP II is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2018 and December 31, 2017 .
On April 12, 2016, SLP II closed its $275,000 revolving credit facility with Wells Fargo Bank, National Association, which matures on April 12, 2021 and bears interest at a rate of the London Interbank Offered Rate ("LIBOR") plus 1.75% per annum. Effective April 1, 2018, SLP II's revolving credit facility bears interest at a rate of LIBOR plus 1.60% per annum. As of September 30, 2018 and December 31, 2017 , SLP II had total investments with an aggregate fair value of approximately $353,281 and $382,534 , respectively, and debt outstanding under its credit facility of $262,370 and $266,270 , respectively. As of September 30, 2018 and December 31, 2017 , none of SLP II's investments were on non-accrual. Additionally, as of September 30, 2018 and December 31, 2017 , SLP II had unfunded commitments in the form of delayed draws of $8,753 and $4,863 , respectively. Below is a summary of SLP II's portfolio, along with a listing of the individual investments in SLP II's portfolio as of September 30, 2018 and December 31, 2017 :
September 30, 2018
December 31, 2017
First lien investments (1)
360,933

386,100

Weighted average interest rate on first lien investments (2)
6.55
%
6.05
%
Number of portfolio companies in SLP II
32

35

Largest portfolio company investment (1)
17,183

17,369

Total of five largest portfolio company investments (1)
80,958

81,728

(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.

44

The following table is a listing of the individual investments in SLP II's portfolio as of September 30, 2018 :
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:
Access CIG, LLC
Business Services
5.99% (L + 3.75%)
2/27/2025
$
8,848

$
8,806

$
8,906

ADG, LLC
Healthcare Services
6.99% (L + 4.75%)
9/28/2023
16,905

16,778

16,651

Beaver-Visitec International Holdings, Inc.
Healthcare Products
6.39% (L + 4.00%)
8/21/2023
14,701

14,521

14,774

Brave Parent Holdings, Inc.
Software
6.39% (L + 4.00%)
4/18/2025
15,461

15,406

15,519

CentralSquare Technologies, LLC
Software
5.99% (L + 3.75%)
8/29/2025
15,000

14,963

15,070

CHA Holdings, Inc.
Business Services
6.89% (L + 4.50%)
4/10/2025
9,832

9,786

9,906

CommerceHub, Inc.
Software
5.99% (L + 3.75%)
5/21/2025
2,493

2,482

2,503

Drilling Info Holdings, Inc.
Business Services
6.54% (L + 4.25%)
7/30/2025
11,250

11,202

11,237

FPC Holdings, Inc.
Distribution & Logistics
6.74% (L + 4.50%)
11/18/2022
14,925

14,517

15,069

Greenway Health, LLC
Software
6.14% (L + 3.75%)
2/16/2024
14,812

14,753

14,832

Idera, Inc.
Software
6.75% (L + 4.50%)
6/28/2024
12,523

12,416

12,644

J.D. Power (fka J.D. Power and Associates)
Business Services
6.49% (L + 4.25%)
9/7/2023
13,256

13,213

13,344

Keystone Acquisition Corp.
Healthcare Services
7.64% (L + 5.25%)
5/1/2024
5,346

5,301

5,383

LSCS Holdings, Inc.
Healthcare Services
6.63% (L + 4.25%)
3/17/2025
5,321

5,312

5,321

LSCS Holdings, Inc.
Healthcare Services
6.52% (L + 4.25%)
3/17/2025
1,374

1,371

1,374

Market Track, LLC
Business Services
6.64% (L + 4.25%)
6/5/2024
11,850

11,800

11,835

Medical Solutions Holdings, Inc.
Healthcare Services
5.99% (L + 3.75%)
6/14/2024
4,443

4,424

4,459

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
2,121

2,113

2,121

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
303

301

303

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
12,316

12,267

12,316

Navicure, Inc.
Healthcare Services
5.99% (L + 3.75%)
11/1/2024
2,928

2,915

2,942

NorthStar Financial Services Group, LLC
Software
5.56% (L + 3.50%)
5/25/2025
7,500

7,464

7,523

Pathway Vet Alliance LLC (fka Pathway Partners Vet Management Company LLC)
Consumer Services
6.49% (L + 4.25%)
10/10/2024
286

284

286

Pathway Vet Alliance LLC (fka Pathway Partners Vet Management Company LLC)
Consumer Services
6.49% (L + 4.25%)
10/10/2024
9,630

9,586

9,654

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
7.64% (L + 5.25%)
4/29/2024
10,369

10,325

10,317

Poseidon Intermediate, LLC
Software
6.50% (L + 4.25%)
8/15/2022
14,767

14,764

14,841

Premise Health Holding Corp.
Healthcare Services
6.14% (L + 3.75%)
7/10/2025
1,390

1,383

1,397

Project Accelerate Parent, LLC
Business Services
6.37% (L + 4.25%)
1/2/2025
14,925

14,856

15,018

PSC Industrial Holdings Corp.
Industrial Services
5.91% (L + 3.75%)
10/11/2024
10,421

10,329

10,467

Quest Software US Holdings Inc.
Software
6.57% (L + 4.25%)
5/16/2025
15,000

14,928

15,060

Salient CRGT Inc.
Federal Services
7.99% (L + 5.75%)
2/28/2022
13,603

13,505

13,807

Sierra Acquisition, Inc.
Food & Beverage
5.99% (L + 3.75%)
11/11/2024
3,722

3,705

3,754

SSH Group Holdings, Inc.
Education
6.59% (L + 4.25%)
7/30/2025
9,000

8,978

9,090

WP CityMD Bidco LLC
Healthcare Services
5.89% (L + 3.50%)
6/7/2024
14,850

14,819

14,831

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
1,457

1,462

1,457

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
12,069

12,059

12,069

Zywave, Inc.
Software
7.34% (L + 5.00%)
11/17/2022
17,183

17,120

17,183

Total Funded Investments
$
352,180

$
350,214

$
353,263

Unfunded Investments - First lien:
Access CIG, LLC
Business Services
—
2/27/2019
$
1,108

$
—

$
7

CHA Holdings, Inc.
Business Services
—
10/10/2019
2,143

(11
)
16

Drilling Info Holdings, Inc.
Business Services
—
7/30/2020
2,249

(10
)
(6
)
Ministry Brands, LLC
Software
—
10/18/2019
1,566

(8
)
—

Premise Health Holding Corp.
Healthcare Services
—
7/10/2020
110

—

1

YI, LLC
Healthcare Services
—
11/7/2018
1,577

(8
)
—

Total Unfunded Investments
$
8,753

$
(37
)
$
18

Total Investments
$
360,933

$
350,177

$
353,281

(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 September 30, 2018 .
(2)
Represents the fair value in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). The Company's board of directors does not determine the fair value of the investments held by SLP II.

45


The following table is a listing of the individual investments in SLP II's portfolio as of December 31, 2017 :
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
6.32% (L + 4.75%)
9/28/2023
$
17,034

$
16,890

$
16,779

ASG Technologies Group, Inc.
Software
6.32% (L + 4.75%)
7/31/2024
7,481

7,446

7,547

Beaver-Visitec International Holdings, Inc.
Healthcare Products
6.69% (L + 5.00%)
8/21/2023
14,812

14,688

14,813

DigiCert, Inc.
Business Services
6.13% (L + 4.75%)
10/31/2024
10,000

9,951

10,141

Emerald 2 Limited
Business Services
5.69% (L + 4.00%)
5/14/2021
1,266

1,211

1,267

Evo Payments International, LLC
Business Services
5.57% (L + 4.00%)
12/22/2023
17,369

17,292

17,492

Explorer Holdings, Inc.
Healthcare Services
5.13% (L + 3.75%)
5/2/2023
2,940

2,917

2,973

Globallogic Holdings Inc.
Business Services
6.19% (L + 4.50%)
6/20/2022
9,677

9,611

9,755

Greenway Health, LLC
Software
5.94% (L + 4.25%)
2/16/2024
14,925

14,858

15,074

Idera, Inc.
Software
6.57% (L + 5.00%)
6/28/2024
12,619

12,499

12,556

J.D. Power (fka J.D. Power and Associates)
Business Services
5.94% (L + 4.25%)
9/7/2023
13,357

13,308

13,407

Keystone Acquisition Corp.
Healthcare Services
6.94% (L + 5.25%)
5/1/2024
5,386

5,336

5,424

Market Track, LLC
Business Services
5.94% (L + 4.25%)
6/5/2024
11,940

11,884

11,940

McGraw-Hill Global Education Holdings, LLC
Education
5.57% (L + 4.00%)
5/4/2022
9,850

9,813

9,844

Medical Solutions Holdings, Inc.
Healthcare Services
5.82% (L + 4.25%)
6/14/2024
6,965

6,932

7,043

Ministry Brands, LLC
Software
6.38% (L + 5.00%)
12/2/2022
2,138

2,128

2,138

Ministry Brands, LLC
Software
6.38% (L + 5.00%)
12/2/2022
7,768

7,735

7,768

Navex Global, Inc.
Software
5.82% (L + 4.25%)
11/19/2021
14,897

14,724

14,971

Navicure, Inc.
Healthcare Services
5.11% (L + 3.75%)
11/1/2024
15,000

14,926

15,000

OEConnection LLC
Business Services
5.69% (L + 4.00%)
11/22/2024
15,000

14,925

14,981

Pathway Partners Vet Management Company LLC
Consumer Services
5.82% (L + 4.25%)
10/10/2024
6,963

6,929

6,980

Pathway Partners Vet Management Company LLC
Consumer Services
5.82% (L + 4.25%)
10/10/2024
291

290

292

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
6.95% (L + 5.25%)
4/29/2024
10,448

10,399

10,526

Poseidon Intermediate, LLC
Software
5.82% (L + 4.25%)
8/15/2022
14,881

14,877

14,955

Project Accelerate Parent, LLC
Business Services
5.94% (L + 4.25%)
1/2/2025
15,000

14,925

15,038

PSC Industrial Holdings Corp.
Industrial Services
5.71% (L + 4.25%)
10/11/2024
10,500

10,398

10,500

Quest Software US Holdings Inc.
Software
6.92% (L + 5.50%)
10/31/2022
9,899

9,775

10,071

Salient CRGT Inc.
Federal Services
7.32% (L + 5.75%)
2/28/2022
14,433

14,310

14,559

Severin Acquisition, LLC
Software
6.32% (L + 4.75%)
7/30/2021
14,888

14,827

14,813

Shine Acquisitoin Co. S.à.r.l / Boing US Holdco Inc.
Consumer Services
4.88% (L + 3.50%)
10/3/2024
15,000

14,964

15,108

Sierra Acquisition, Inc.
Food & Beverage
5.68% (L + 4.25%)
11/11/2024
3,750

3,731

3,789

TMK Hawk Parent, Corp.
Distribution & Logistics
4.88% (L + 3.50%)
8/28/2024
1,671

1,667

1,686

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
5.82% (L + 4.25%)
7/6/2022
1,875

1,875

1,900

Vencore, Inc. (fka SI Organization, Inc., The)
Federal Services
6.44% (L + 4.75%)
11/23/2019
10,686

10,673

10,835

WP CityMD Bidco LLC
Healthcare Services
5.69% (L + 4.00%)
6/7/2024
14,963

14,928

15,009

YI, LLC
Healthcare Services
5.69% (L + 4.00%)
11/7/2024
8,240

8,204

8,230

Zywave, Inc.
Software
6.61% (L + 5.00%)
11/17/2022
17,325

17,252

17,325

Total Funded Investments
$
381,237

$
379,098

$
382,529

Unfunded Investments - First lien
Pathway Partners Vet Management Company LLC
Consumer Services
—
10/10/2019
$
2,728

$
(14
)
$
7

TMK Hawk Parent, Corp.
Distribution & Logistics
—
3/28/2018
75

—

1

YI, LLC
Healthcare Services
—
11/7/2018
2,060

(9
)
(3
)
Total Unfunded Investments
$
4,863

$
(23
)
$
5

Total Investments
$
386,100

$
379,075

$
382,534

(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, 2017 .
(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 II.

46


Below is certain summarized financial information for SLP II as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and September 30, 2017 :
Selected Balance Sheet Information:
September 30, 2018
December 31, 2017
Investments at fair value (cost of $350,177 and $379,075, respectively)
$
353,281

$
382,534

Cash and other assets
17,417

8,065

Total assets
$
370,698

$
390,599

Credit facility
$
262,370

$
266,270

Deferred financing costs
(1,526
)
(1,966
)
Payable for unsettled securities purchased
—

15,964

Distribution payable
3,500

3,500

Other liabilities
2,722

2,891

Total liabilities
267,066

286,659

Members' capital
$
103,632

$
103,940

Total liabilities and members' capital
$
370,698

$
390,599

Selected Statement of
Three Months Ended
Nine Months Ended
Operations Information:
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest income
$
6,358

$
5,858

$
18,122

$
16,661

Other income
39

27

97

343

Total investment income
6,397

5,885

18,219

17,004

Interest and other financing expenses
2,686

2,185

7,667

6,108

Other expenses
140

159

504

533

Total expenses
2,826

2,344

8,171

6,641

Net investment income
3,571

3,541

10,048

10,363

Net realized gains on investments
125

223

758

2,145

Net change in unrealized appreciation (depreciation) of investments
(75
)
88

(355
)
(553
)
Net increase in members' capital
$
3,621

$
3,852

$
10,451

$
11,955

For the three and nine months ended September 30, 2018 , the Company earned approximately $2,779 and $8,543 , respectively, of dividend income related to SLP II, which is included in dividend income. For the three and nine months ended September 30, 2017 , the Company earned approximately $3,017 and $9,627 , respectively, of dividend income related to SLP II, which is included in dividend income. As of September 30, 2018 and December 31, 2017 , approximately $2,779 and $2,779 , respectively, of dividend income related to SLP II was included in interest and dividend receivable.
The Company has determined that SLP II 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, Accounting Standards Codification Topic 810, Consolidation ("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 II.
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

47

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 September 30, 2018 , the Company and SkyKnight II have committed $80,000 and $20,000 , respectively, of equity to SLP III. As of September 30, 2018 , the Company and SkyKnight II have contributed $66,800 and $16,700 , 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 September 30, 2018 .
On May 2, 2018, SLP III closed its $300,000 revolving credit facility with Citibank, N.A., which matures on May 2, 2023 and bears interest at a rate of LIBOR plus 1.70% per annum. As of September 30, 2018 , SLP III had total investments with an aggregate fair value of approximately $322,246 and debt outstanding under its credit facility of $218,800 . As of September 30, 2018 , none of SLP III's investments were on non-accrual. Additionally, as of September 30, 2018 , SLP III had unfunded commitments in the form of delayed draws of $15,171 . Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of September 30, 2018 :
September 30, 2018
First lien investments (1)
336,383

Weighted average interest rate on first lien investments (2)
6.16
%
Number of portfolio companies in SLP III
34

Largest portfolio company investment (1)
19,000

Total of five largest portfolio company investments (1)
82,959

(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.

48

The following table is a listing of the individual investments in SLP III's portfolio as of September 30, 2018 :
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
Access CIG, LLC
Business Services
5.99% (L + 3.75%)
2/27/2025
$
1,219

$
1,219

$
1,227

Affordable Care Holding Corp.
Healthcare Services
7.04% (L + 4.75%)
10/24/2022
1,028

1,033

1,032

Bracket Intermediate Holding Corp.
Healthcare Services
6.57% (L + 4.25%)
9/5/2025
15,000

14,925

15,000

Brave Parent Holdings, Inc.
Software
6.39% (L + 4.00%)
4/18/2025
14,964

14,911

15,019

CentralSquare Technologies, LLC
Software
5.99% (L + 3.75%)
8/29/2025
15,000

14,963

15,070

Certara Holdco, Inc.
Healthcare I.T.
5.89% (L + 3.50%)
8/15/2024
1,279

1,284

1,283

CommerceHub, Inc.
Software
5.99% (L + 3.75%)
5/21/2025
14,964

14,892

15,019

CRCI Longhorn Holdings, Inc.
Business Services
5.62% (L + 3.50%)
8/8/2025
15,001

14,927

15,042

Dentalcorp Perfect Smile ULC
Healthcare Services
5.99% (L + 3.75%)
6/6/2025
11,971

11,941

12,082

Dentalcorp Perfect Smile ULC
Healthcare Services
5.99% (L + 3.75%)
6/6/2025
749

753

756

Drilling Info Holdings, Inc.
Business Services
6.54% (L + 4.25%)
7/30/2025
16,499

16,417

16,478

Financial & Risk US Holdings, Inc.
Business Services
6.01% (L + 3.75%)
10/1/2025
8,000

7,980

7,992

Greenway Health, LLC
Software
6.14% (L + 3.75%)
2/16/2024
14,858

14,869

14,877

Heartland Dental, LLC
Healthcare Services
5.99% (L + 3.75%)
4/30/2025
16,480

16,402

16,508

Idera, Inc.
Software
6.76% (L + 4.50%)
6/28/2024
2,294

2,294

2,322

Market Track, LLC
Business Services
6.64% (L + 4.25%)
6/5/2024
4,839

4,833

4,833

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
4,607

4,586

4,607

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
303

301

303

National Intergovernmental Purchasing Alliance Company
Business Services
6.14% (L + 3.75%)
5/23/2025
14,963

14,949

15,019

Navex Topco, Inc.
Software
5.37% (L + 3.25%)
9/5/2025
15,000

14,925

15,006

Navicure, Inc.
Healthcare Services
5.99% (L + 3.75%)
11/1/2024
2,992

2,992

3,007

Netsmart Technologies, Inc.
Healthcare I.T.
5.99% (L + 3.75%)
4/19/2023
10,464

10,464

10,543

Newport Group Holdings II, Inc.
Business Services
5.90% (L + 3.75%)
9/12/2025
5,000

4,975

5,019

NorthStar Financial Services Group, LLC
Software
5.56% (L + 3.50%)
5/25/2025
15,000

14,928

15,047

OEConnection LLC
Business Services
6.25% (L + 4.00%)
11/22/2024
1,834

1,848

1,844

Pathway Vet Alliance LLC
Consumer Services
6.49% (L + 4.25%)
10/10/2024
1,333

1,326

1,336

Pelican Products, Inc.
Business Products
5.60% (L + 3.50%)
5/1/2025
4,988

4,976

4,999

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
7.64% (L + 5.25%)
4/29/2024
12,628

12,565

12,565

Premise Health Holding Corp.
Healthcare Services
6.14% (L + 3.75%)
7/10/2025
13,897

13,828

13,971

Quest Software US Holdings Inc.
Software
6.57% (L + 4.25%)
5/16/2025
15,000

14,928

15,060

Sierra Enterprises, LLC
Food & Beverage
5.99% (L + 3.75%)
11/11/2024
2,488

2,485

2,509

SSH Group Holdings, Inc.
Education
6.59% (L + 4.25%)
7/30/2025
15,000

14,963

15,150

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
5.75% (L + 3.50%)
7/17/2025
3,814

3,795

3,849

VT Topco, Inc.
Business Services
6.09% (L + 3.75%)
8/1/2025
8,000

7,980

8,075

VT Topco, Inc.
Business Services
6.14% (L + 3.75%)
8/1/2025
373

376

377

WP CityMD Bidco LLC
Healthcare Services
5.89% (L + 3.50%)
6/7/2024
14,925

14,925

14,906

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
3,978

3,992

3,978

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
480

482

480

Total Funded Investments
$
321,212

$
320,232

$
322,190

Unfunded Investments - First lien
Dentalcorp Perfect Smile ULC
Healthcare Services
—
6/6/2020
$
2,249

$
(6
)
$
21

Drilling Info Holdings, Inc.
Business Services
—
7/30/2020
2,501

(13
)
(6
)
Heartland Dental, LLC
Healthcare Services
—
4/30/2020
2,478

—

4

Ministry Brands, LLC
Software
—
10/18/2019
1,566

(8
)
—

Pathway Vet Alliance LLC
Consumer Services
—
5/25/2020
1,940

(10
)
5

Premise Health Holding Corp.
Healthcare Services
—
7/10/2020
1,103

(3
)
6

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
—
7/17/2019
1,187

—

11

VT Topco, Inc.
Business Services
—
8/1/2020
1,627

(4
)
15

YI, LLC
Healthcare Services
—
11/7/2018
520

2

—

Total Unfunded Investments
$
15,171

$
(42
)
$
56

Total Investments
$
336,383

$
320,190

$
322,246



49

(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 September 30, 2018 .
(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.

Below is certain summarized financial information for SLP III as of September 30, 2018 and for the three and nine months ended September 30, 2018 :
Selected Balance Sheet Information:
September 30, 2018
Investments at fair value (cost of $320,190)
$
322,246

Cash and other assets
6,705

Total assets
$
328,951



Credit facility
$
218,800

Deferred financing costs
(2,996
)
Payable for unsettled securities purchased
22,839

Distribution payable
1,200

Other liabilities
3,465

Total liabilities
243,308



Members' capital
$
85,643

Total liabilities and members' capital
$
328,951

Three Months Ended
Nine Months Ended
Selected Statement of Operations Information:
September 30, 2018
September 30, 2018(1)
Interest income
$
3,170

$
3,960

Other income
80

102

Total investment income
3,250

4,062




Interest and other financing expenses
1,853

2,427

Other expenses
123

349

Total expenses
1,976

2,776

Net investment income
1,274

1,286




Net realized gains on investments
1

1

Net change in unrealized appreciation (depreciation) of investments
1,438

2,056

Net increase in members' capital
$
2,713

$
3,343

(1)
SLP III commenced operations on April 25, 2018.
For the three and nine months ended September 30, 2018 , the Company earned approximately $960 and $960 , respectively, of dividend income related to SLP III, which is included in dividend income. As of September 30, 2018 approximately $960 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.
Unconsolidated Significant Subsidiaries
In accordance with Regulation S-X Rule 10-01(b)(1), the Company evaluates its unconsolidated controlled portfolio companies as significant subsidiaries under this rule. As of September 30, 2018 , UniTek Global Services, Inc. (“UniTek”) is

50

considered a significant unconsolidated subsidiary under Regulation S-X Rule 10-01(b)(1). Based on the requirements under Regulation S-X 10-01(b)(1), the summarized consolidated financial information of UniTek is shown below.
UniTek Global Services, Inc.
UniTek is a full service provider of technical services to customers in the wireline telecommunications, satellite television and broadband cable industries in the U.S. and Canada. UniTek’s customers are primarily telecommunication services, satellite television, and broadband cable providers, their contractors, and municipalities and related agencies. UniTek’s customers utilize its services to engineer, build and maintain their network infrastructure and to provide residential and commercial fulfillment services, which is critical to their ability to deliver voice, video and data services to end users.
Three Months Ended
Nine Months Ended
Summary of Operations
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Net Sales
$
76,360

$
79,002

$
222,486

$
207,112

Cost of goods sold
63,592

61,079

182,128

160,932

Gross Profit
12,768

17,923

40,358

46,180

Other expenses
17,555

13,331

44,874

39,396

Net income from continuing operations before extraordinary items
(4,787
)
4,592

(4,516
)
6,784

Profit (loss) from discontinued operations
29

(797
)
22

(3,755
)
Net income (loss)
$
(4,758
)
$
3,795

$
(4,494
)
$
3,029

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.
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;

51

•
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. Reclassifications impacting the fair value hierarchy are reported as transfers in/out of the respective leveling categories as of the beginning of the period in which the reclassifications occur.
The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of September 30, 2018 :
Total
Level I
Level II
Level III
First lien
$
1,030,033

$
—

$
143,479

$
886,554

Second lien
681,910

—

358,727

323,183

Subordinated
64,606

—

26,262

38,344

Equity and other
518,210

6

—

518,204

Total investments
$
2,294,759

$
6

$
528,468

$
1,766,285

The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of December 31, 2017 :
Total
Level I
Level II
Level III
First lien
$
693,563

$
—

$
136,866

$
556,697

Second lien
682,950

—

239,868

443,082

Subordinated
70,257

—

43,156

27,101

Equity and other
378,890

16

—

378,874

Total investments
$
1,825,660

$
16

$
419,890

$
1,405,754


52

The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2018 , 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 September 30, 2018 :
Total
First Lien
Second Lien
Subordinated
Equity and other
Fair value, June 30, 2018
$
1,621,911

$
711,078

$
381,865

$
41,126

$
487,842

Total gains or losses included in earnings:





Net realized gains (losses) on investments
3,259

157

39

—

3,063

Net change in unrealized (depreciation) appreciation
(635
)
59

1,392

(111
)
(1,975
)
Purchases, including capitalized PIK and revolver fundings
411,774

291,004

85,525

908

34,337

Proceeds from sales and paydowns of investments
(242,085
)
(122,624
)
(110,819
)
(3,579
)
(5,063
)
Transfers into Level III(1)
6,880

6,880

—

—

—

Transfers out of Level III(1)
(34,819
)
—

(34,819
)
—

—

Fair Value, September 30, 2018
$
1,766,285

$
886,554

$
323,183

$
38,344

$
518,204

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:
$
2,694

$
213

$
2,058

$
(111
)
$
534

(1)
As of September 30, 2018 , 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 September 30, 2017 , 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 September 30, 2017 :
Total
First Lien
Second Lien
Subordinated
Equity and other
Fair value, June 30, 2017
$
1,240,023

$
502,263

$
402,565

$
26,677

$
308,518

Total gains or losses included in earnings:





Net realized (losses) gains on investments
(14,273
)
(14,433
)
160

—

—

Net change in unrealized appreciation (depreciation)
17,054

15,910

4,825

(1,749
)
(1,932
)
Purchases, including capitalized PIK and revolver fundings(1)
114,959

94,085

—

780

20,094

Proceeds from sales and paydowns of investments(1)
(65,229
)
(26,505
)
(38,724
)
—

—

Transfers into Level III(2)
49,805

23,942

25,856

—

7

Transfers out of Level III (2)
(80,289
)
(60,375
)
(19,914
)
—

—

Fair Value, September 30, 2017
$
1,262,050

$
534,887

$
374,768

$
25,708

$
326,687

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:
$
2,394

$
1,370

$
4,705

$
(1,749
)
$
(1,932
)
(1)
Includes reorganizations and restructurings.
(2)
As of September 30, 2017 , 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.

53

The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2018 , 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 September 30, 2018 :
Total
First Lien
Second Lien
Subordinated
Equity and other
Fair value, December 31, 2017
$
1,405,754

$
556,697

$
443,082

$
27,101

$
378,874

Total gains or losses included in earnings:





Net realized gains (losses) on investments
2,242

269

(1,090
)
—

3,063

Net change in unrealized appreciation (depreciation)
5,486

(1,324
)
(12,189
)
(2,644
)
21,643

Purchases, including capitalized PIK and revolver fundings
838,984

533,735

166,596

18,966

119,687

Proceeds from sales and paydowns of investments
(420,781
)
(239,187
)
(171,452
)
(5,079
)
(5,063
)
Transfers into Level III(1)
92,429

92,429

—

—

—

Transfers out of Level III(1)
(157,829
)
(56,065
)
(101,764
)
—

—

Fair Value, September 30, 2018
$
1,766,285

$
886,554

$
323,183

$
38,344

$
518,204

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:
$
9,346

$
(471
)
$
(11,691
)
$
(2,644
)
$
24,152

(1)
As of September 30, 2018 , 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 nine months ended September 30, 2017 , 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 September 30, 2017 :
Total
First Lien
Second Lien
Subordinated
Equity and other
Fair value, December 31, 2016
$
1,066,878

$
530,601

$
324,177

$
24,653

$
187,447

Total gains or losses included in earnings:





Net realized (losses) gains on investments
(40,577
)
(13,877
)
(27,108
)
—

408

Net change in unrealized appreciation (depreciation)
42,375

12,352

36,523

(1,201
)
(5,299
)
Purchases, including capitalized PIK and revolver fundings(1)
484,630

217,592

118,614

2,756

145,668

Proceeds from sales and paydowns of investments(1)
(243,879
)
(147,376
)
(94,466
)
(500
)
(1,537
)
Transfers into Level III(2)
68,484

19,608

48,876

—

—

Transfers out of Level III(2)
(115,861
)
(84,013
)
(31,848
)
—

—

Fair Value, September 30, 2017
$
1,262,050

$
534,887

$
374,768

$
25,708

$
326,687

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:
$
5,019

$
2,847

$
8,939

$
(1,201
)
$
(5,566
)
(1)
Includes reorganizations and restructurings.
(2)
As of September 30, 2017 , 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 and nine months ended September 30, 2018 and September 30, 2017 . 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.

54

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 market value cash flow (EBITDA) 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 multiples to the portfolio company’s latest twelve month (“LTM”) EBITDA or projected EBITDA to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA 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 September 30, 2018 and December 31, 2017 , the Company used the relevant EBITDA 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 yield calibration approach, which 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. 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 September 30, 2018 and December 31, 2017 , the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.

55

The unobservable inputs used in the fair value measurement of the Company's Level III investments as of September 30, 2018 were as follows:
Range
Type
Fair Value as of September 30, 2018
Approach
Unobservable Input
Low
High
Weighted
Average
First lien
$
594,309

Market & income approach
EBITDA multiple
2.0x

32.0x

12.0x

Revenue multiple
3.5x

6.5x

5.5x


Discount rate
6.9
%
14.3
%
9.7
%
163,957

Market quote
Broker quote
N/A

N/A

N/A

128,288

Other
N/A(1)
N/A

N/A

N/A

Second lien
105,801

Market & income approach
EBITDA multiple
7.5x

17.0x

12.2x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
11.1
%
13.6
%
11.7
%
217,382

Market quote
Broker quote
N/A

N/A

N/A

Subordinated
38,344

Market & income approach
EBITDA multiple
6.5x

11.0x

10.0x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
8.1
%
22.0
%
19.0
%
Equity and other
517,709

Market & income approach
EBITDA multiple
0.4x

19.0x

12.6x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
7.0
%
25.1
%
12.9
%
495

Black Scholes analysis
Expected life in years
7.5

7.5

7.5


Volatility
38.0
%
38.0
%
38.0
%

Discount rate
2.9
%
2.9
%
2.9
%
$
1,766,285




(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.

56

The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2017 were as follows:
Range
Type
Fair Value as of December 31, 2017
Approach
Unobservable Input
Low
High
Weighted
Average
First lien
$
458,543

Market & income approach
EBITDA multiple
2.0x

20.0x

11.8x


Revenue multiple
3.5x

8.0x

6.1x

Discount rate
6.5
%
11.2
%
9.2
%
98,154

Market quote
Broker quote
N/A

N/A

N/A

Second lien
220,597

Market & income approach
EBITDA multiple
8.0x

16.0x

11.4x


Discount rate
7.9
%
12.5
%
10.8
%
215,098

Market quote
Broker quote
N/A

N/A

N/A

7,387

Other
N/A(1)
N/A

N/A

N/A

Subordinated
27,101

Market & income approach
EBITDA multiple
4.5x

11.8x

9.0x


Revenue multiple
0.5x

1.0x

0.8x




Discount rate
7.9
%
14.9
%
12.8
%
Equity and other
377,785

Market & income approach
EBITDA multiple
2.5x

18.0x

9.9x


Revenue multiple
0.5x

1.0x

0.8x

Discount rate
7.0
%
23.6
%
14.5
%
1,089

Black Scholes analysis
Expected life in years
8.3

8.3

8.3


Volatility
39.4
%
39.4
%
39.4
%

Discount rate
2.4
%
2.4
%
2.4
%
$
1,405,754




(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 and the NMFC Credit Facility (as defined in Note 7. Borrowings ) are representative of market. The carrying values of the Holdings Credit Facility and NMFC Credit Facility approximate fair value as of September 30, 2018 , as the facilities are continually monitored and examined by both the borrower and the lender and are considered Level III. The carrying value of the SBA-guaranteed debentures, the 2016 Unsecured Notes, the 2017A Unsecured Notes, the 2018A Unsecured Notes and the 2018B Unsecured Note (as defined in Note 7. Borrowings ) approximate fair value as of September 30, 2018 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 and the 5.75% Unsecured Notes (as defined in Note 7. Borrowings ) as of September 30, 2018 was $272,880 and $50,000 , respectively, 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 September 30, 2018 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 and political conditions, 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 7, 2018. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations

57

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.
Pursuant to the Investment Management Agreement, the base management fee is calculated at an annual rate of 1.75% of the Company’s gross assets, which equals the Company’s total assets on the Consolidated Statements of Assets and Liabilities, less (i) the borrowings under the SLF Credit Facility (as defined below) 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 the borrowings under the SLF Credit Facility and 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.
Since the IPO, the base management fee calculation has deducted 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"). The SLF Credit Facility had historically consisted of primarily lower yielding assets at higher advance rates. As part of an amendment to the Company’s existing credit facilities with Wells Fargo Bank, National Association, the SLF Credit Facility merged with the NMF Holdings Loan and Security Agreement, as amended and restated, dated May 19, 2011, and formed the Holdings Credit Facility on December 18, 2014 (as defined in Note 7. Borrowings ). The amendment merged the credit facilities and combined the amount of borrowings previously available. Post credit facility merger and to be consistent with the methodology since the IPO, the Investment Adviser will continue to waive management fees on the leverage associated with those assets that share the same underlying yield characteristics with investments leveraged under the legacy SLF Credit Facility, which as of September 30, 2018 and September 30, 2017 was approximately $446,587 and $321,390 , respectively. The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. For the three and nine months ended September 30, 2018 , management fees waived were approximately $1,766 and $4,583 , respectively. For the three and nine months ended September 30, 2017 , management fees waived were approximately $1,483 and $4,324 , 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 September 30, 2018 ), 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.

58

•
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.
For the three and nine months ended September 30, 2018 , no incentive fees were waived. For the three and nine months ended September 30, 2017 , incentive fees waived were approximately $0 and $1,800 , respectively. The Investment Adviser cannot recoup incentive fees that the Investment Adviser has previously waived.
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 and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Management fee
$
10,018

$
8,422

$
28,011

$
24,311

Less: management fee waiver
(1,766
)
(1,483
)
(4,583
)
(4,324
)
Total management fee
8,252

6,939

23,428

19,987

Incentive fee, excluding accrued capital gains incentive fees
$
6,780

$
6,573

$
19,644

$
18,430

Less: incentive fee waiver
—

—

—

(1,800
)
Total incentive fee
6,780

6,573

19,644

16,630

Accrued capital gains incentive fees(1)
$
—

$
—

$
—

$
—

(1)
As of September 30, 2018 and September 30, 2017 , 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 Administrator maintains, or oversees the maintenance of, the Company’s consolidated financial records, prepares reports filed with the United States Securities and Exchange Commission (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 and nine months ended September 30, 2018 , approximately $515 and $1,725 , respectively, of indirect administrative expenses were included in administrative expenses of which $0 and $276 , respectively, of indirect administrative expenses were waived by the Administrator. For the three and nine months ended September 30, 2017 , approximately $361 and $1,144 , respectively, of indirect administrative expenses were included in administrative expenses, of which $0 and $416 , respectively, of indirect

59

administrative expenses were waived by the Administrator. As of September 30, 2018 and December 31, 2017 , approximately $762 and $444 , respectively, of indirect administrative expenses were included in payable to affiliates.
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. 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, 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.
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 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”.
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, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.
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 December 18, 2017, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on June 5, 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.
Note 7. Borrowings
On March 23, 2018, the Small Business Credit Availability Act (the “SBCA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150.0% from 200.0% under certain circumstances. On April 12, 2018, the Company's board of directors, including a ‘‘required majority’’ (as such term is defined in Section 57(o) of the 1940 Act) approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCA, and recommended the submission of a proposal for stockholders to approve the application of the 150.0% minimum asset coverage ratio to the Company at a special meeting of stockholders, which was held on June 8, 2018.

60

The stockholder proposal was approved by the required votes of the Company’s stockholders at such special meeting of stockholders, and thus the Company became subject to the 150.0% minimum asset coverage ratio on June 9, 2018. 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 2018 Convertible Notes and the Unsecured Notes (as defined below) 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 September 30, 2018 , the Company’s asset coverage ratio was 185.7% .
Holdings Credit Facility —On December 18, 2014, the Company entered into the Second 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, which is structured as a revolving credit facility and matures on December 18, 2019. On October 24, 2017 the Company entered into the Third Amended and Restated Loan and Security Agreement (the "Holdings Credit Facility"), among the Company as the Collateral Manager, NMF Holdings as the Borrower and Wells Fargo Bank, National Association as the Administrative Agent and Collateral Custodian, which extended the maturity date to October 24, 2022.
The maximum amount of revolving borrowings available under the Holdings Credit Facility is $495,000 . Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 25.0%, 45.0% 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 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. 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.
The Holdings Credit Facility bears interest at a rate of LIBOR plus 1.75% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.50% per annum for all other investments. Effective April 1, 2018, the Holdings Credit Facility bears interest at a rate of LIBOR plus 1.75% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.25% 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 Loan and Security Agreement).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
4,002

$
3,081

$
10,719

$
8,684

Non-usage fee
$
146

$
179

$
537

$
536

Amortization of financing costs
$
630

$
406

$
1,870

$
1,204

Weighted average interest rate
4.2
%
3.4
%
4.1
%
3.3
%
Effective interest rate
5.0
%
4.1
%
5.0
%
4.0
%
Average debt outstanding
$
379,235

$
352,372

$
351,421

$
351,594

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Holdings Credit Facility was $465,963 and $312,363 , respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
NMFC Credit Facility —The Senior Secured Revolving Credit Agreement, as amended (together with the related guarantee and security agreement, the “NMFC Credit Facility”), dated June 4, 2014, 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. and Stifel Bank & Trust, as Lenders, is structured as a senior secured revolving credit facility and matures on June 4, 2019. On February 27, 2018, the Company entered into an amendment to the NMFC Credit Facility, which extended the maturity date to June 4, 2022. On July 5, 2018, the Company further amended the NMFC Credit Facility to include the financial covenants related to the asset coverage discussed above. The NMFC Credit Facility is guaranteed by certain domestic subsidiaries of the Company and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

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As of September 30, 2018 , the maximum amount of revolving borrowings available under the NMFC Credit Facility was $135,000 . The Company is permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the Senior Secured Revolving Credit Agreement. All fees associated with the origination 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.
The NMFC Credit Facility generally bears interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the Senior Secured Revolving Credit Agreement).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
1,431

$
205

$
3,802

$
1,278

Non-usage fee
$
18

$
97

$
89

$
212

Amortization of financing costs
$
123

$
99

$
356

$
293

Weighted average interest rate
4.7
%
3.6
%
4.5
%
3.5
%
Effective interest rate
5.1
%
7.3
%
5.0
%
5.0
%
Average debt outstanding
$
121,902

$
21,670

$
113,269

$
48,030

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the NMFC Credit Facility was $135,000 and $122,500 , respectively, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
NMNLC Credit Facility —The Revolving Credit Agreement (together with the related guarantee and security agreement, the “NMNLC Credit Facility”), dated September 21, 2018, among NMNLC, as the Borrower, and KeyBank National Association, as the Administrative Agent and Lender, is structured as a senior secured revolving credit facility and matures on September 23, 2019. The NMNLC Credit Facility is guaranteed by the Company and proceeds from the NMNLC Credit Facility may be used for funding of additional acquisition properties.
The NMNLC Credit Facility generally bears interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.15% per annum (as defined in the Revolving Credit Agreement).
As of September 30, 2018 , the maximum amount of revolving borrowings available under the NMNLC Credit Facility was $30,000 . As of September 30, 2018 , the outstanding balance on the NMNLC Credit Facility was $0 and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility on such dates.
Convertible Notes
2014 Convertible Notes —On June 3, 2014, the Company closed a private offering of $115,000 aggregate principal amount of unsecured convertible notes (the “2014 Convertible Notes”), pursuant to an indenture, dated June 3, 2014 (the “2014 Indenture”). The 2014 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). As of June 3, 2015, the restrictions under Rule 144A under the Securities Act were removed, allowing the 2014 Convertible Notes to be eligible and freely tradable without restrictions for resale pursuant to Rule 144(b)(1) under the Securities Act. On September 30, 2016, the Company closed a public offering of an additional $40,250 aggregate principal amount of the 2014 Convertible Notes. These additional 2014 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 2014 Convertible Notes that the Company issued on June 3, 2014.
The 2014 Convertible Notes bear interest at an annual rate of 5.0%, payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2014. The 2014 Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option.
The Company may not redeem the 2014 Convertible Notes prior to maturity. No sinking fund is provided for the 2014 Convertible Notes. In addition, if certain corporate events occur, holders of the 2014 Convertible Notes may require the Company to repurchase for cash all or part of their 2014 Convertible Notes at a repurchase price equal to 100.0% of the

62

principal amount of the 2014 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date.
The 2014 Indenture contains certain covenants, including covenants requiring the Company to provide financial information to the holders of the 2014 Convertible Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 2014 Indenture.
2018 Convertible Notes —On August 20, 2018, the Company closed a registered public offering of $100,000 aggregate principal amount of unsecured convertible notes (the “2018 Convertible Notes” and together with the 2014 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 2018 Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the 2018 Convertible Notes.
The 2018 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, commencing on February 15, 2019. The 2018 Convertible Notes will mature on August 15, 2023 unless earlier converted, repurchased or redeemed. The Company may not redeem the 2018 Convertible Notes prior to May 15, 2023. On or after May 15, 2023, the Company may redeem the 2018 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 2018 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 2018 Convertible Notes. Holders of 2018 Convertible Notes may, at their option, convert their 2018 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 2018 Convertible Notes. In addition, if certain corporate events occur, holders of the 2018 Convertible Notes may require the Company to repurchase for cash all or part of their 2018 Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the 2018 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 2018 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.
The following table summarizes certain key terms related to the convertible features of the Company’s Convertible Notes as of September 30, 2018 .
2014 Convertible Notes
2018 Convertible Notes
Initial conversion premium
12.5
%
10.0
%
Initial conversion rate(1)
62.7746

65.8762

Initial conversion price
$
15.93

$
15.18

Conversion premium at September 30, 2018
11.7
%
10.0
%
Conversion rate at September 30, 2018(1)(2)
63.2794

65.8762

Conversion price at September 30, 2018(2)(3)
$
15.80

$
15.18

Last conversion price calculation date
June 3, 2018

August 20, 2018

(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 September 30, 2018 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 $14.05 per share for the 2014 Convertible Notes and $13.80 per share for the 2018 Convertible Notes. In no event will the total number of shares of common stock issuable upon conversion exceed 71.1893 per $1 principal amount of the 2014 Convertible Notes or 72.4637 per

63

$1 principal amount of the 2018 Convertible Notes. 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 and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
2,712

$
1,941

$
6,593

$
5,822

Amortization of financing costs
$
324

$
300

$
914

$
890

Amortization of premium
$
(28
)
$
(28
)
$
(83
)
$
(83
)
Weighted average interest rate
5.2
%
5.0
%
5.1
%
5.0
%
Effective interest rate
5.7
%
5.7
%
5.7
%
5.7
%
Average debt outstanding
$
207,750

$
155,250

$
172,942

$
155,250

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Convertible Notes was $270,250 and $155,250 , respectively, and NMFC was in compliance with the terms of the 2014 Indenture and 2018A Indenture on such dates, as applicable.
Unsecured Notes
On May 6, 2016, the Company issued $50,000 in aggregate principal amount of five-year unsecured notes that mature on May 15, 2021 (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 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 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"). The NPA provides for future issuances of unsecured notes in separate series or tranches.
The 2016 Unsecured Notes bear 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 commences on January 15, 2019. 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,

64

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 and 2018B 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").
The 5.75% Unsecured Notes bear interest at an annual rate of 5.75%, payable quarterly on January 1, April 1, July 1 and October 1 of each year, which commences on January 1, 2019. The 5.75% Unsecured Notes will mature on October 1, 2023 unless earlier redeemed. The 5.75% Unsecured Notes are listed on the New York Stock Exchange and trade under the trading symbol “NMFX.”
The Company may redeem the 5.75% Unsecured Notes, in whole or in part, at any time, or from time to time, at its option on or after October 1, 2020, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
No sinking fund is provided for the 5.75% Unsecured Notes and holders of the 5.75% Unsecured Notes have no option to have their 5.75% Unsecured Notes repaid prior to the stated maturity date.
The 2018B Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements set forth in Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) of the 1940 Act as may be applicable to the Company from time to time or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC and (ii) provide certain financial information to the holders of the 5.75% Unsecured Notes and the trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act. The 2018B Indenture also includes additional financial covenants related to asset coverage. These covenants are subject to limitations and exceptions that are described in the 2018B Indenture.
The 2018B Indenture provides for customary events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding 5.75% Unsecured Notes may declare such 5.75% Unsecured Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.
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.
The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
3,643

$
1,850

$
9,181

$
4,248

Amortization of financing costs
$
201

$
145

$
537

$
349

Weighted average interest rate
5.1
%
5.1
%
5.1
%
5.2
%
Effective interest rate
5.3
%
5.5
%
5.4
%
5.7
%
Average debt outstanding
$
286,087

$
145,000

$
242,656

$
108,736

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Unsecured Notes was $335,000 and $145,000 , respectively, and the Company was in compliance with the terms of the NPA and the 2018B Indenture as of such dates, as applicable.
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.

65

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, the U.S. Senate passed the Small Business Investment Opportunity Act, which the President signed into law, that amended the 1958 Act by increasing the individual leverage limit from $150,000 to $175,000, subject to SBA approvals.
As of September 30, 2018 and December 31, 2017 , 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 September 30, 2018 and December 31, 2017 , SBIC II had regulatory capital of $42,500 and $2,500 , respectively, and $15,000 and $0, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.425%, which consists of a 1.00% commitment fee and a 2.425% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. The following table summarizes the Company’s SBA-guaranteed debentures as of September 30, 2018 .
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
%
Total SBA-guaranteed debentures
$
165,000



(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 and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
1,341

$
1,056

$
3,750

$
2,988

Amortization of financing costs
$
139

$
114

$
391

$
319

Weighted average interest rate
3.2
%
3.1
%
3.2
%
3.1
%
Effective interest rate
3.6
%
3.4
%
3.5
%
3.5
%
Average debt outstanding
$
164,370

$
134,890

$
156,271

$
127,028

The SBIC program is designed to stimulate the flow of private investor capital into eligible smaller businesses, as defined by the SBA. Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible businesses, investing at least 25.0% of its investment capital in eligible small businesses, as defined under the

66

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 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 September 30, 2018 and December 31, 2017 , SBIC I and SBIC II were in compliance with SBA regulatory requirements.
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 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 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 September 30, 2018 , the Company had unfunded commitments on revolving credit facilities of $49,735 , no outstanding bridge financing commitments and other future funding commitments of $88,849 . As of December 31, 2017 , the Company had unfunded commitments on revolving credit facilities of $23,716 , no outstanding bridge financing commitments and other future funding commitments of $53,712 . The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments.
The Company also has revolving borrowings available under the Holdings Credit Facility, the NMFC Credit Facility and the NMNLC Credit Facility as of September 30, 2018 and December 31, 2017 . See Note 7. Borrowings , for details.
The Company may from time to time enter into financing commitment letters. As of September 30, 2018 and December 31, 2017 , the Company had commitment letters to purchase investments in the aggregate par amount of $15,787 and $13,907 , respectively, which could require funding in the future.
As of September 30, 2018 and December 31, 2017 , the Company owed $9,000 and $12,000, respectively, related to a settlement agreement with a trustee of Black Elk Energy Offshore Operations, LLC. The Company began to make semi-annual payments of $3,000 in June 2018 with the final payment due in December 2019. See Item 3. Legal Proceedings in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
As of September 30, 2018 , the Company had unfunded commitments related to an equity investment in SLP III of $13,200 , which may be funded at the Company's discretion.
Note 10. Net Assets
The table below illustrates the effect of certain transactions on the net asset accounts of the Company:
Common Stock
Paid in
Capital in
Accumulated Undistributed
Net Investment
Accumulated
Undistributed
Net Realized
Net
Unrealized
Appreciation
Total
Shares
Par Amount
Excess of Par
Income
(Losses) Gains
(Depreciation)
Net Assets
Balance at December 31, 2017
75,935,093

$
759

$
1,053,468

$
39,165

$
(76,681
)
$
18,264

$
1,034,975

Issuances of common stock
171,279

2

2,328

—

—

—

2,330

Distributions declared
—

—

—

(77,512
)
—

—

(77,512
)
Net increase (decrease) in net assets resulting from operations
—

—

—

78,574

(3,149
)
(1,688
)
73,737

Balance at September 30, 2018
76,106,372

$
761

$
1,055,796

$
40,227

$
(79,830
)
$
16,576

$
1,033,530


67


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 and nine months ended September 30, 2018 and September 30, 2017 :
Three Months Ended
Nine Months Ended
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Earnings per share—basic




Numerator for basic earnings per share:
$
26,760

$
24,776

$
73,737

$
82,521

Denominator for basic weighted average share:
76,106,372

75,688,429

75,994,068

73,618,794

Basic earnings per share:
$
0.35

$
0.33

$
0.97

$
1.12

Earnings per share—diluted(1)


Numerator for increase in net assets per share
$
26,760

$
24,776

$
73,737

$
82,521

Adjustment for interest on Convertible Notes and incentive fees, net
2,170

1,553

5,275

4,658

Numerator for diluted earnings per share:
$
28,930

$
26,329

$
79,012

$
87,179

Denominator for basic weighted average share
76,106,372

75,688,429

75,994,068

73,618,794

Adjustment for dilutive effect of Convertible Notes
13,282,627

9,824,127

10,989,629

9,824,127

Denominator for diluted weighted average share
89,388,999

85,512,556

86,983,697

83,442,921

Diluted earnings per share
$
0.32

$
0.31

$
0.91

$
1.04

(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.

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Note 12. Financial Highlights
The following information sets forth the Company's financial highlights for the nine months ended September 30, 2018 and September 30, 2017 .
Nine Months Ended
September 30, 2018
September 30, 2017
Per share data(1):


Net asset value, January 1, 2018 and January 1, 2017, respectively
$
13.63

$
13.46

Net investment income
1.03

1.03

Net realized and unrealized gains (losses)(2)
(0.06
)
0.14

Total net increase
0.97

1.17

Distributions declared to stockholders from net investment income
(1.02
)
(1.02
)
Net asset value, September 30, 2018 and September 30, 2017, respectively
$
13.58

$
13.61

Per share market value, September 30, 2018 and September 30, 2017, respectively
$
13.50

$
14.25

Total return based on market value(3)
7.38
%
8.31
%
Total return based on net asset value(4)
7.30
%
8.91
%
Shares outstanding at end of period
76,106,372

75,805,019

Average weighted shares outstanding for the period
75,994,068

73,618,794

Average net assets for the period
$
1,033,068

$
1,003,672

Ratio to average net assets:


Net investment income
10.17
%
10.06
%
Total expenses, before waivers/reimbursements
12.20
%
10.08
%
Total expenses, net of waivers/reimbursements
11.57
%
9.20
%
Average debt outstanding—Holdings Credit Facility
$
351,421

$
351,594

Average debt outstanding—Unsecured Notes
242,656

108,736

Average debt outstanding—Convertible Notes
172,942

155,250

Average debt outstanding—SBA-guaranteed debentures
156,271

127,028

Average debt outstanding—NMFC Credit Facility
113,269

48,030

Asset coverage ratio(5)
185.68
%
248.37
%
Portfolio turnover
28.21
%
29.67
%
(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)
Includes the accretive effect of common stock issuances per share, which for the nine months ended September 30, 2018 and September 30, 2017 were $0.00 and $0.05, respectively.
(3)
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.
(4)
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.
(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.

69

Note 13. Recent Accounting Standards Updates
In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of ASU 2018-13. The Company is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the impact that this guidance will have on the Company's consolidated financial statements and disclosures.
Note 14. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the nine months ended September 30, 2018 , except as discussed below.

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 November 1, 2018 , the Company’s board of directors declared a fourth quarter 2018 distribution of $0.34 per share payable on December 28, 2018 to holders of record as of December 14, 2018 .



70

deloittelogoa21.jpg
Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
USA
Tel:    212 436 2000
Fax:   212 436 5000
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 September 30, 2018, and the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2018 and 2017, and changes in net assets and cash flows for the nine-month periods ended September 30, 2018 and 2017, 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, 2017, 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, 2018, 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, 2017, 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

November 7, 2018




71

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 its impact on the industries in which we invest;
•
our future operating results, our business prospects and the adequacy of our cash resources and working capital;
•
the ability of our portfolio companies to achieve their objectives;
•
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 L.L.C. ("New Mountain Capital", defined as New Mountain Capital Group, L.P. and its affiliates); 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, 2017 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, 2017 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 United States 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"). NMFC is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since our IPO, and through September 30, 2018 , we raised approximately $614.6 million in net proceeds from additional offerings of 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, public equity and credit investment vehicles. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. 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.

72

Our wholly-owned subsidiary, New Mountain Finance Holdings, L.L.C. (“NMF Holdings), is a Delaware limited liability company whose assets are used to secure NMF Holdings’ credit facility. NMF Ancora Holdings Inc. (“NMF Ancora”), NMF QID NGL Holdings, Inc. (“NMF QID”) and NMF YP Holdings Inc. (“NMF YP”), our wholly-owned subsidiaries, are structured as Delaware entities that serve as tax blocker corporations which hold 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. 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. Additionally, our wholly-owned subsidiary, New Mountain Finance Servicing, L.L.C. (“NMF Servicing”), serves as the administrative agent on certain investment transactions. New Mountain Finance SBIC, L.P. (“SBIC I”) and its general partner, New Mountain Finance SBIC G.P., L.L.C. (“SBIC I GP”), were organized in Delaware as a limited partnership and limited liability company, respectively. New Mountain Finance SBIC II, L.P. (“SBIC II”) and its general partner, New Mountain Finance SBIC II G.P., L.L.C. (“SBIC II GP”), were also organized in Delaware as a limited partnership and limited liability company, respectively. SBIC I, SBIC I GP, SBIC II and SBIC II GP are our consolidated wholly-owned direct and indirect subsidiaries. SBIC I and SBIC II received licenses from the United States ("U.S.") Small Business Administration (the “SBA”) to operate as a small business investment company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended (the “1958 Act”). Our wholly-owned subsidiary, New Mountain Net Lease Corporation ("NMNLC"), a Maryland corporation, was formed to acquire commercial real properties that are subject to "triple net" leases and intends to qualify 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 September 30, 2018 , our top five industry concentrations were business services, software, healthcare services, education and investment funds .
As of September 30, 2018 , our net asset value was $1,033.5 million and our portfolio had a fair value of approximately $2,294.8 million in 92 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 11.0% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 10.9% . 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 as 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 uses the London Interbank Offered Rate ("LIBOR") 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 contracts by the individual companies in our portfolio or other factors.
Recent Developments
On October 17, 2018, in connection with the registered public offering, we issued an additional $1.8 million aggregate principal amount of five-year unsecured notes that mature on October 1, 2023 (the "5.75% Unsecured Notes") pursuant to the exercise of an overallotment option by the underwriters of the 5.75% Unsecured Notes.
On November 1, 2018 , our board of directors declared a fourth quarter 2018 distribution of $0.34 per share payable on December 28, 2018 to holders of record as of December 14, 2018 .
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("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,

73

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, NMNLC, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID and NMF YP. 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;
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 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.

74

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. Reclassifications impacting the fair value hierarchy are reported as transfers in/out of the respective leveling categories as of the beginning of the period in which the reclassifications occur.
The following table summarizes the levels in the fair value hierarchy that our portfolio investments fall into as of September 30, 2018 :
(in thousands)
Total
Level I
Level II
Level III
First lien
$
1,030,033

$
—

$
143,479

$
886,554

Second lien
681,910

—

358,727

323,183

Subordinated
64,606

—

26,262

38,344

Equity and other
518,210

6

—

518,204

Total investments
$
2,294,759

$
6

$
528,468

$
1,766,285

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

75

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 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 market value cash flow (EBITDA) 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 multiples to the portfolio company's latest twelve month ("LTM") EBITDA or projected EBITDA to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA 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 September 30, 2018 , we used the relevant EBITDA multiple ranges set forth in the table below to determine the enterprise value of our portfolio companies. We believe these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
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 yield calibration approach, which 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. 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 September 30, 2018 , we used the discount ranges set forth in the table below to value investments in our portfolio companies.

76

The unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2018 were as follows:
(in thousands)
Range
Type
Fair Value as of September 30, 2018
Approach
Unobservable Input
Low
High
Weighted
Average
First lien
$
594,309

Market & income approach
EBITDA multiple
2.0x

32.0x

12.0x

Revenue multiple
3.5x

6.5x

5.5x


Discount rate
6.9
%
14.3
%
9.7
%
163,957

Market quote
Broker quote
N/A

N/A

N/A

128,288

Other
N/A(1)
N/A

N/A

N/A

Second lien
105,801

Market & income approach
EBITDA multiple
7.5x

17.0x

12.2x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
11.1
%
13.6
%
11.7
%
217,382

Market quote
Broker quote
N/A

N/A

N/A

Subordinated
38,344

Market & income approach
EBITDA multiple
6.5x

11.0x

10.0x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
8.1
%
22.0
%
19.0
%
Equity and other
517,709

Market & income approach
EBITDA multiple
0.4x

19.0x

12.6x

Revenue multiple
2.5x

3.3x

2.9x


Discount rate
7.0
%
25.1
%
12.9
%
495

Black Scholes analysis
Expected life in years
7.5

7.5

7.5


Volatility
38.0
%
38.0
%
38.0
%

Discount rate
2.9
%
2.9
%
2.9
%
$
1,766,285




(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.
NMFC Senior Loan Program I LLC
NMFC Senior Loan Program I LLC ("SLP I") was formed as a Delaware limited liability company on May 27, 2014 and commenced operations on June 10, 2014. SLP I is a portfolio company held by us. SLP I is structured as a private investment fund, in which all of the investors are qualified purchasers, as such term is defined under the 1940 Act. Transfer of interests in SLP I is subject to restrictions and, as a result, such interests are not readily marketable. SLP I operates under a limited liability company agreement (the "SLP I Agreement") and will continue in existence until August 31, 2021, subject to earlier termination pursuant to certain terms of the SLP I Agreement. The term may be extended pursuant to certain terms of the SLP I Agreement. SLP I's re-investment period was through July 31, 2018. In September 2018, the re-investment period was extended until August 31, 2019. SLP I invests in senior secured loans issued by companies within our core industry verticals. These investments are typically broadly syndicated first lien loans.
SLP I is capitalized with $93.0 million of capital commitments and $265.0 million of debt from a revolving credit facility and is managed by us. Our capital commitment is $23.0 million , representing less than 25.0% ownership, with third party investors representing the remaining capital commitments. As of September 30, 2018 , SLP I had total investments with an aggregate fair value of approximately $328.6 million , debt outstanding of $237.3 million and capital that had been called and funded of $93.0 million . As of December 31, 2017 , SLP I had total investments with an aggregate fair value of approximately $348.7 million , debt outstanding of $223.7 million and capital that had been called and funded of $93.0 million . Our investment in SLP I is disclosed on our Consolidated Schedule of Investments as of September 30, 2018 and December 31, 2017 .
We, as an investment adviser registered under the Advisers Act, act as the collateral manager to SLP I and are entitled to receive a management fee for our investment management services provided to SLP I. As a result, SLP I is classified as our affiliate. No management fee is charged on our investment in SLP I in connection with the administrative services provided to SLP I. For the three and nine months ended September 30, 2018 , we earned approximately $0.3 million and $0.9 million , respectively, in management fees related to SLP I, which is included in other income. For the three and nine months ended

77

September 30, 2017 , we earned approximately $0.3 million and $0.9 million , respectively, in management fees related to SLP I, which is included in other income. As of September 30, 2018 and December 31, 2017 , approximately $0.3 million and $0.3 million , respectively, of management fees related to SLP I was included in receivable from affiliates. For the three and nine months ended September 30, 2018 , we earned approximately $0.8 million and $2.4 million , respectively, of dividend income related to SLP I, which is included in dividend income. For the three and nine months ended September 30, 2017 , we earned approximately $0.8 million and $2.7 million , respectively, of dividend income related to SLP I, which is included in dividend income. As of September 30, 2018 and December 31, 2017 , approximately $0.8 million and $0.8 million , respectively, of dividend income related to SLP I was included in interest and dividend receivable.
NMFC Senior Loan Program II LLC
NMFC Senior Loan Program II LLC ("SLP II") was formed as a Delaware limited liability company on March 9, 2016 and commenced operations on April 12, 2016. SLP II is structured as a private joint venture investment fund between us and SkyKnight Income, LLC (“SkyKnight”) and operates under a limited liability company agreement (the "SLP II 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 II, which has equal representation from us and SkyKnight. SLP II has a three year investment period and will continue in existence until April 12, 2021. The term may be extended for up to one year pursuant to certain terms of the SLP II Agreement.
SLP II is capitalized with equity contributions which were called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP II to call down on capital commitments requires approval by the board of managers of SLP II. As of September 30, 2018 , we and SkyKnight have committed and contributed $79.4 million and $20.6 million , respectively, of equity to SLP II. Our investment in SLP II is disclosed on our Consolidated Schedule of Investments as of September 30, 2018 and December 31, 2017 .
On April 12, 2016, SLP II closed its $275.0 million revolving credit facility with Wells Fargo Bank, National Association, which matures on April 12, 2021 and bears interest at a rate of LIBOR plus 1.75% per annum. Effective April 1, 2018, SLP II's revolving credit facility bears interest at a rate of LIBOR plus 1.60% per annum. As of September 30, 2018 and December 31, 2017 , SLP II had total investments with an aggregate fair value of approximately $353.3 million and $382.5 million , respectively, and debt outstanding under its credit facility of $262.4 million and $266.3 million , respectively. As of September 30, 2018 and December 31, 2017 , none of SLP II's investments were on non-accrual. Additionally, as of September 30, 2018 and December 31, 2017 , SLP II had unfunded commitments in the form of delayed draws of $8.8 million and $4.9 million , respectively. Below is a summary of SLP II's portfolio, along with a listing of the individual investments in SLP II's portfolio as of September 30, 2018 and December 31, 2017 :
(in thousands)
September 30, 2018
December 31, 2017
First lien investments (1)
360,933

386,100

Weighted average interest rate on first lien investments (2)
6.55
%
6.05
%
Number of portfolio companies in SLP II
32

35

Largest portfolio company investment (1)
17,183

17,369

Total of five largest portfolio company investments (1)
80,958

81,728

(1)
Reflects principal amount or par value of investments.
(2)
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.


78

The following table is a listing of the individual investments in SLP II's portfolio as of September 30, 2018 :
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:
(in thousands)
(in thousands)
(in thousands)
Access CIG, LLC
Business Services
5.99% (L + 3.75%)
2/27/2025
$
8,848

$
8,806

$
8,906

ADG, LLC
Healthcare Services
6.99% (L + 4.75%)
9/28/2023
16,905

16,778

16,651

Beaver-Visitec International Holdings, Inc.
Healthcare Products
6.39% (L + 4.00%)
8/21/2023
14,701

14,521

14,774

Brave Parent Holdings, Inc.
Software
6.39% (L + 4.00%)
4/18/2025
15,461

15,406

15,519

CentralSquare Technologies, LLC
Software
5.99% (L + 3.75%)
8/29/2025
15,000

14,963

15,070

CHA Holdings, Inc.
Business Services
6.89% (L + 4.50%)
4/10/2025
9,832

9,786

9,906

CommerceHub, Inc.
Software
5.99% (L + 3.75%)
5/21/2025
2,493

2,482

2,503

Drilling Info Holdings, Inc.
Business Services
6.54% (L + 4.25%)
7/30/2025
11,250

11,202

11,237

FPC Holdings, Inc.
Distribution & Logistics
6.74% (L + 4.50%)
11/18/2022
14,925

14,517

15,069

Greenway Health, LLC
Software
6.14% (L + 3.75%)
2/16/2024
14,812

14,753

14,832

Idera, Inc.
Software
6.75% (L + 4.50%)
6/28/2024
12,523

12,416

12,644

J.D. Power (fka J.D. Power and Associates)
Business Services
6.49% (L + 4.25%)
9/7/2023
13,256

13,213

13,344

Keystone Acquisition Corp.
Healthcare Services
7.64% (L + 5.25%)
5/1/2024
5,346

5,301

5,383

LSCS Holdings, Inc.
Healthcare Services
6.63% (L + 4.25%)
3/17/2025
5,321

5,312

5,321

LSCS Holdings, Inc.
Healthcare Services
6.52% (L + 4.25%)
3/17/2025
1,374

1,371

1,374

Market Track, LLC
Business Services
6.64% (L + 4.25%)
6/5/2024
11,850

11,800

11,835

Medical Solutions Holdings, Inc.
Healthcare Services
5.99% (L + 3.75%)
6/14/2024
4,443

4,424

4,459

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
2,121

2,113

2,121

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
303

301

303

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
12,316

12,267

12,316

Navicure, Inc.
Healthcare Services
5.99% (L + 3.75%)
11/1/2024
2,928

2,915

2,942

NorthStar Financial Services Group, LLC
Software
5.56% (L + 3.50%)
5/25/2025
7,500

7,464

7,523

Pathway Vet Alliance LLC (fka Pathway Partners Vet Management Company LLC)
Consumer Services
6.49% (L + 4.25%)
10/10/2024
286

284

286

Pathway Vet Alliance LLC (fka Pathway Partners Vet Management Company LLC)
Consumer Services
6.49% (L + 4.25%)
10/10/2024
9,630

9,586

9,654

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
7.64% (L + 5.25%)
4/29/2024
10,369

10,325

10,317

Poseidon Intermediate, LLC
Software
6.50% (L + 4.25%)
8/15/2022
14,767

14,764

14,841

Premise Health Holding Corp.
Healthcare Services
6.14% (L + 3.75%)
7/10/2025
1,390

1,383

1,397

Project Accelerate Parent, LLC
Business Services
6.37% (L + 4.25%)
1/2/2025
14,925

14,856

15,018

PSC Industrial Holdings Corp.
Industrial Services
5.91% (L + 3.75%)
10/11/2024
10,421

10,329

10,467

Quest Software US Holdings Inc.
Software
6.57% (L + 4.25%)
5/16/2025
15,000

14,928

15,060

Salient CRGT Inc.
Federal Services
7.99% (L + 5.75%)
2/28/2022
13,603

13,505

13,807

Sierra Acquisition, Inc.
Food & Beverage
5.99% (L + 3.75%)
11/11/2024
3,722

3,705

3,754

SSH Group Holdings, Inc.
Education
6.59% (L + 4.25%)
7/30/2025
9,000

8,978

9,090

WP CityMD Bidco LLC
Healthcare Services
5.89% (L + 3.50%)
6/7/2024
14,850

14,819

14,831

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
1,457

1,462

1,457

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
12,069

12,059

12,069

Zywave, Inc.
Software
7.34% (L + 5.00%)
11/17/2022
17,183

17,120

17,183

Total Funded Investments
$
352,180

$
350,214

$
353,263

Unfunded Investments - First lien:
Access CIG, LLC
Business Services
—
2/27/2019
$
1,108

$
—

$
7

CHA Holdings, Inc.
Business Services
—
10/10/2019
2,143

(11
)
16

Drilling Info Holdings, Inc.
Business Services
—
7/30/2020
2,249

(10
)
(6
)
Ministry Brands, LLC
Software
—
10/18/2019
1,566

(8
)
—

Premise Health Holding Corp.
Healthcare Services
—
7/10/2020
110

—

1

YI, LLC
Healthcare Services
—
11/7/2018
1,577

(8
)
—

Total Unfunded Investments
$
8,753

$
(37
)
$
18

Total Investments
$
360,933

$
350,177

$
353,281

(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 September 30, 2018 .
(2)
Represents the fair value in accordance with ASC 820. Our board of directors does not determine the fair value of the investments held by SLP II.

79

The following table is a listing of the individual investments in SLP II's portfolio as of December 31, 2017 :
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
(in thousands)
(in thousands)
(in thousands)
ADG, LLC
Healthcare Services
6.32% (L + 4.75%)
9/28/2023
$
17,034

$
16,890

$
16,779

ASG Technologies Group, Inc.
Software
6.32% (L + 4.75%)
7/31/2024
7,481

7,446

7,547

Beaver-Visitec International Holdings, Inc.
Healthcare Products
6.69% (L + 5.00%)
8/21/2023
14,812

14,688

14,813

DigiCert, Inc.
Business Services
6.13% (L + 4.75%)
10/31/2024
10,000

9,951

10,141

Emerald 2 Limited
Business Services
5.69% (L + 4.00%)
5/14/2021
1,266

1,211

1,267

Evo Payments International, LLC
Business Services
5.57% (L + 4.00%)
12/22/2023
17,369

17,292

17,492

Explorer Holdings, Inc.
Healthcare Services
5.13% (L + 3.75%)
5/2/2023
2,940

2,917

2,973

Globallogic Holdings Inc.
Business Services
6.19% (L + 4.50%)
6/20/2022
9,677

9,611

9,755

Greenway Health, LLC
Software
5.94% (L + 4.25%)
2/16/2024
14,925

14,858

15,074

Idera, Inc.
Software
6.57% (L + 5.00%)
6/28/2024
12,619

12,499

12,556

J.D. Power (fka J.D. Power and Associates)
Business Services
5.94% (L + 4.25%)
9/7/2023
13,357

13,308

13,407

Keystone Acquisition Corp.
Healthcare Services
6.94% (L + 5.25%)
5/1/2024
5,386

5,336

5,424

Market Track, LLC
Business Services
5.94% (L + 4.25%)
6/5/2024
11,940

11,884

11,940

McGraw-Hill Global Education Holdings, LLC
Education
5.57% (L + 4.00%)
5/4/2022
9,850

9,813

9,844

Medical Solutions Holdings, Inc.
Healthcare Services
5.82% (L + 4.25%)
6/14/2024
6,965

6,932

7,043

Ministry Brands, LLC
Software
6.38% (L + 5.00%)
12/2/2022
2,138

2,128

2,138

Ministry Brands, LLC
Software
6.38% (L + 5.00%)
12/2/2022
7,768

7,735

7,768

Navex Global, Inc.
Software
5.82% (L + 4.25%)
11/19/2021
14,897

14,724

14,971

Navicure, Inc.
Healthcare Services
5.11% (L + 3.75%)
11/1/2024
15,000

14,926

15,000

OEConnection LLC
Business Services
5.69% (L + 4.00%)
11/22/2024
15,000

14,925

14,981

Pathway Partners Vet Management Company LLC
Consumer Services
5.82% (L + 4.25%)
10/10/2024
6,963

6,929

6,980

Pathway Partners Vet Management Company LLC
Consumer Services
5.82% (L + 4.25%)
10/10/2024
291

290

292

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
6.95% (L + 5.25%)
4/29/2024
10,448

10,399

10,526

Poseidon Intermediate, LLC
Software
5.82% (L + 4.25%)
8/15/2022
14,881

14,877

14,955

Project Accelerate Parent, LLC
Business Services
5.94% (L + 4.25%)
1/2/2025
15,000

14,925

15,038

PSC Industrial Holdings Corp.
Industrial Services
5.71% (L + 4.25%)
10/11/2024
10,500

10,398

10,500

Quest Software US Holdings Inc.
Software
6.92% (L + 5.50%)
10/31/2022
9,899

9,775

10,071

Salient CRGT Inc.
Federal Services
7.32% (L + 5.75%)
2/28/2022
14,433

14,310

14,559

Severin Acquisition, LLC
Software
6.32% (L + 4.75%)
7/30/2021
14,888

14,827

14,813

Shine Acquisitoin Co. S.à.r.l / Boing US Holdco Inc.
Consumer Services
4.88% (L + 3.50%)
10/3/2024
15,000

14,964

15,108

Sierra Acquisition, Inc.
Food & Beverage
5.68% (L + 4.25%)
11/11/2024
3,750

3,731

3,789

TMK Hawk Parent, Corp.
Distribution & Logistics
4.88% (L + 3.50%)
8/28/2024
1,671

1,667

1,686

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
5.82% (L + 4.25%)
7/6/2022
1,875

1,875

1,900

Vencore, Inc. (fka SI Organization, Inc., The)
Federal Services
6.44% (L + 4.75%)
11/23/2019
10,686

10,673

10,835

WP CityMD Bidco LLC
Healthcare Services
5.69% (L + 4.00%)
6/7/2024
14,963

14,928

15,009

YI, LLC
Healthcare Services
5.69% (L + 4.00%)
11/7/2024
8,240

8,204

8,230

Zywave, Inc.
Software
6.61% (L + 5.00%)
11/17/2022
17,325

17,252

17,325

Total Funded Investments
$
381,237

$
379,098

$
382,529

Unfunded Investments - First lien
Pathway Partners Vet Management Company LLC
Consumer Services
—
10/10/2019
$
2,728

$
(14
)
$
7

TMK Hawk Parent, Corp.
Distribution & Logistics
—
3/28/2018
75

—

1

YI, LLC
Healthcare Services
—
11/7/2018
2,060

(9
)
(3
)
Total Unfunded Investments
$
4,863

$
(23
)
$
5

Total Investments
$
386,100

$
379,075

$
382,534

(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, 2017 .
(2)
Represents the fair value in accordance with ASC 820. Our board of directors does not determine the fair value of the investments held by SLP II.

80

Below is certain summarized financial information for SLP II as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and September 30, 2017 :
Selected Balance Sheet Information:
September 30, 2018
December 31, 2017
(in thousands)
(in thousands)
Investments at fair value (cost of $350,177 and $379,075, respectively)
$
353,281

$
382,534

Cash and other assets
17,417

8,065

Total assets
$
370,698

$
390,599

Credit facility
$
262,370

$
266,270

Deferred financing costs
(1,526
)
(1,966
)
Payable for unsettled securities purchased
—

15,964

Distribution payable
3,500

3,500

Other liabilities
2,722

2,891

Total liabilities
267,066

286,659

Members' capital
$
103,632

$
103,940

Total liabilities and members' capital
$
370,698

$
390,599

Selected Statement of
Three Months Ended
Nine Months Ended
Operations Information:
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
(in thousands)
(in thousands)
(in thousands)
(in thousands)
Interest income
$
6,358

$
5,858

$
18,122

$
16,661

Other income
39

27

97

343

Total investment income
6,397

5,885

18,219

17,004

Interest and other financing expenses
2,686

2,185

7,667

6,108

Other expenses
140

159

504

533

Total expenses
2,826

2,344

8,171

6,641

Net investment income
3,571

3,541

10,048

10,363

Net realized gains on investments
125

223

758

2,145

Net change in unrealized appreciation (depreciation) of investments
(75
)
88

(355
)
(553
)
Net increase in members' capital
$
3,621

$
3,852

$
10,451

$
11,955

For the three and nine months ended September 30, 2018 , we earned approximately $2.7 million and $8.5 million , respectively, of dividend income related to SLP II, which is included in dividend income. For the three and nine months ended September 30, 2017 , we earned approximately $3.0 million and $9.6 million , respectively, of dividend income related to SLP II, which is included in dividend income. As of September 30, 2018 and December 31, 2017 , approximately $2.7 million and $2.8 million , respectively, of dividend income related to SLP II was included in interest and dividend receivable.
We have determined that SLP II is an investment company under ASC 946; however, in accordance with such guidance we will generally not consolidate our investment in a company other than a wholly-owned investment company subsidiary. Furthermore, Accounting Standards Codification Topic 810, Consolidation ("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, we do not consolidate SLP II.
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 the our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment

81

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 September 30, 2018 , we and SkyKnight II have committed $80.0 million and $20.0 million , respectively, of equity to SLP III. As of September 30, 2018 , we and SkyKnight II have contributed $66.8 million and $16.7 million , respectively, of equity to SLP III. Our investment in SLP III is disclosed on the our Consolidated Schedule of Investments as of September 30, 2018 .
On May 2, 2018, SLP III closed its $300.0 million revolving credit facility with Citibank, N.A., which matures on May 2, 2023 and bears interest at a rate of LIBOR plus 1.70% per annum. As of September 30, 2018 , SLP III had total investments with an aggregate fair value of approximately $322.2 million and debt outstanding under its credit facility of $218.8 million . As of September 30, 2018 , none of SLP III's investments were on non-accrual. Additionally, as of September 30, 2018 , SLP III had unfunded commitments in the form of delayed draws of $15.2 million . Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of September 30, 2018 :
(in thousands)
September 30, 2018
First lien investments (1)
336,383

Weighted average interest rate on first lien investments (2)
6.16
%
Number of portfolio companies in SLP III
34

Largest portfolio company investment (1)
19,000

Total of five largest portfolio company investments (1)
82,959

(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.

82

The following table is a listing of the individual investments in SLP III's portfolio as of September 30, 2018 :
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
( in thousands)
( in thousands)
( in thousands)
Access CIG, LLC
Business Services
5.99% (L + 3.75%)
2/27/2025
$
1,219

$
1,219

$
1,227

Affordable Care Holding Corp.
Healthcare Services
7.04% (L + 4.75%)
10/24/2022
1,028

1,033

1,032

Bracket Intermediate Holding Corp.
Healthcare Services
6.57% (L + 4.25%)
9/5/2025
15,000

14,925

15,000

Brave Parent Holdings, Inc.
Software
6.39% (L + 4.00%)
4/18/2025
14,964

14,911

15,019

CentralSquare Technologies, LLC
Software
5.99% (L + 3.75%)
8/29/2025
15,000

14,963

15,070

Certara Holdco, Inc.
Healthcare I.T.
5.89% (L + 3.50%)
8/15/2024
1,279

1,284

1,283

CommerceHub, Inc.
Software
5.99% (L + 3.75%)
5/21/2025
14,964

14,892

15,019

CRCI Longhorn Holdings, Inc.
Business Services
5.62% (L + 3.50%)
8/8/2025
15,001

14,927

15,042

Dentalcorp Perfect Smile ULC
Healthcare Services
5.99% (L + 3.75%)
6/6/2025
11,971

11,941

12,082

Dentalcorp Perfect Smile ULC
Healthcare Services
5.99% (L + 3.75%)
6/6/2025
749

753

756

Drilling Info Holdings, Inc.
Business Services
6.54% (L + 4.25%)
7/30/2025
16,499

16,417

16,478

Financial & Risk US Holdings, Inc.
Business Services
6.01% (L + 3.75%)
10/1/2025
8,000

7,980

7,992

Greenway Health, LLC
Software
6.14% (L + 3.75%)
2/16/2024
14,858

14,869

14,877

Heartland Dental, LLC
Healthcare Services
5.99% (L + 3.75%)
4/30/2025
16,480

16,402

16,508

Idera, Inc.
Software
6.76% (L + 4.50%)
6/28/2024
2,294

2,294

2,322

Market Track, LLC
Business Services
6.64% (L + 4.25%)
6/5/2024
4,839

4,833

4,833

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
4,607

4,586

4,607

Ministry Brands, LLC
Software
6.24% (L + 4.00%)
12/2/2022
303

301

303

National Intergovernmental Purchasing Alliance Company
Business Services
6.14% (L + 3.75%)
5/23/2025
14,963

14,949

15,019

Navex Topco, Inc.
Software
5.37% (L + 3.25%)
9/5/2025
15,000

14,925

15,006

Navicure, Inc.
Healthcare Services
5.99% (L + 3.75%)
11/1/2024
2,992

2,992

3,007

Netsmart Technologies, Inc.
Healthcare I.T.
5.99% (L + 3.75%)
4/19/2023
10,464

10,464

10,543

Newport Group Holdings II, Inc.
Business Services
5.90% (L + 3.75%)
9/12/2025
5,000

4,975

5,019

NorthStar Financial Services Group, LLC
Software
5.56% (L + 3.50%)
5/25/2025
15,000

14,928

15,047

OEConnection LLC
Business Services
6.25% (L + 4.00%)
11/22/2024
1,834

1,848

1,844

Pathway Vet Alliance LLC
Consumer Services
6.49% (L + 4.25%)
10/10/2024
1,333

1,326

1,336

Pelican Products, Inc.
Business Products
5.60% (L + 3.50%)
5/1/2025
4,988

4,976

4,999

Peraton Corp. (fka MHVC Acquisition Corp.)
Federal Services
7.64% (L + 5.25%)
4/29/2024
12,628

12,565

12,565

Premise Health Holding Corp.
Healthcare Services
6.14% (L + 3.75%)
7/10/2025
13,897

13,828

13,971

Quest Software US Holdings Inc.
Software
6.57% (L + 4.25%)
5/16/2025
15,000

14,928

15,060

Sierra Enterprises, LLC
Food & Beverage
5.99% (L + 3.75%)
11/11/2024
2,488

2,485

2,509

SSH Group Holdings, Inc.
Education
6.59% (L + 4.25%)
7/30/2025
15,000

14,963

15,150

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
5.75% (L + 3.50%)
7/17/2025
3,814

3,795

3,849

VT Topco, Inc.
Business Services
6.09% (L + 3.75%)
8/1/2025
8,000

7,980

8,075

VT Topco, Inc.
Business Services
6.14% (L + 3.75%)
8/1/2025
373

376

377

WP CityMD Bidco LLC
Healthcare Services
5.89% (L + 3.50%)
6/7/2024
14,925

14,925

14,906

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
3,978

3,992

3,978

YI, LLC
Healthcare Services
6.39% (L + 4.00%)
11/7/2024
480

482

480

Total Funded Investments
$
321,212

$
320,232

$
322,190

Unfunded Investments - First lien
Dentalcorp Perfect Smile ULC
Healthcare Services
—
6/6/2020
$
2,249

$
(6
)
$
21

Drilling Info Holdings, Inc.
Business Services
—
7/30/2020
2,501

(13
)
(6
)
Heartland Dental, LLC
Healthcare Services
—
4/30/2020
2,478

—

4

Ministry Brands, LLC
Software
—
10/18/2019
1,566

(8
)
—

Pathway Vet Alliance LLC
Consumer Services
—
5/25/2020
1,940

(10
)
5

Premise Health Holding Corp.
Healthcare Services
—
7/10/2020
1,103

(3
)
6

University Support Services LLC (St. George's University Scholastic Services LLC)
Education
—
7/17/2019
1,187

—

11

VT Topco, Inc.
Business Services
—
8/1/2020
1,627

(4
)
15

YI, LLC
Healthcare Services
—
11/7/2018
520

2

—

Total Unfunded Investments
$
15,171

$
(42
)
$
56

Total Investments
$
336,383

$
320,190

$
322,246


83


(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 September 30, 2018 .
(2)
Represents the fair value in accordance with ASC 820. Our board of directors does not determine the fair value of the investments held by SLP III.

Below is certain summarized financial information for SLP III as of September 30, 2018 and for the three and nine months ended September 30, 2018 :
Selected Balance Sheet Information:
September 30, 2018
Investments at fair value (cost of $320,190)
$
322,246

Cash and other assets
6,705

Total assets
$
328,951



Credit facility
$
218,800

Deferred financing costs
(2,996
)
Payable for unsettled securities purchased
22,839

Distribution payable
1,200

Other liabilities
3,465

Total liabilities
243,308



Members' capital
$
85,643

Total liabilities and members' capital
$
328,951

Three Months Ended
Nine Months Ended
Selected Statement of Operations Information:
September 30, 2018
September 30, 2018(1)
Interest income
$
3,170

$
3,960

Other income
80

102

Total investment income
3,250

4,062




Interest and other financing expenses
1,853

2,427

Other expenses
123

349

Total expenses
1,976

2,776

Net investment income
1,274

1,286




Net realized gains on investments
1

1

Net change in unrealized appreciation (depreciation) of investments
1,438

2,056

Net increase in members' capital
$
2,713

$
3,343

(1)
SLP III commenced operations on April 25, 2018.
For the three and nine months ended September 30, 2018 , we earned approximately $1.0 million and $1.0 million , respectively, of dividend income related to SLP III, which is included in dividend income. As of September 30, 2018 , approximately $1.0 million of dividend income related to SLP III was included in interest and dividend receivable.
We have determined that SLP III is an investment company under ASC 946; however, in accordance with such guidance we will generally not consolidate our 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, we do not consolidate SLP III.



84

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 September 30, 2018 .
Below is certain summarized property information for NMNLC as of September 30, 2018 :
Lease
Total
Fair Value as of
Portfolio Company
Tenant
Expiration Date
Location
Square Feet
September 30, 2018
(in thousands)
(in thousands)
NM NL Holdings LP / NM GP Holdco LLC
FXI Inc.
6/30/2038
IN / MS / NM / OR / PA / Mexico
2,122
$
20,098

NM GLCR LP
Arctic Glacier U.S.A.
2/28/2038
CA
214
14,653

NM CLFX LP
Victor Equipment Company
8/31/2033
TX
423
12,540

NM KRLN LLC
Kirlin Group, LLC
6/30/2029
MD
95
8,554

NM APP Canada Corp.
A.P. Plasman, Inc.
9/30/2031
Canada
436
8,517

NM DRVT LLC
FMH Conveyors, LLC
10/31/2031
AR
195
5,547

NM APP US LLC
Plasman Corp, LLC / A-Brite LP
9/30/2033
AL / OH
261
5,401

NM JRA LLC
J.R. Automation Technologies, LLC
1/31/2031
MI
88
2,251

$
77,561

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 September 30, 2018 and December 31, 2017 , 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 $25.2 million and $25.2 million , respectively. The collateralized agreement to resell is guaranteed by a private hedge fund. 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 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 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 United States Bankruptcy Code in August 2015. The Trustee alleges 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

85

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 nine months ended September 30, 2018 , we received a $1.5 million payment from our insurance carrier in respect to the settlement. As of September 30, 2018 , the SPP Agreement has a cost basis of $14.5 million and a fair value of $12.2 million, 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 generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2018 , we recognized PIK and non-cash interest from investments of approximately $2.5 million and $6.1 million , respectively, and PIK and non-cash dividends from investments of approximately $7.2 million and $21.0 million , respectively. For the three and nine months ended September 30, 2017 , we recognized PIK and non-cash interest from investments of approximately $1.5 million and $4.7 million , respectively, and PIK and non-cash dividends from investments of approximately $5.4 million and $11.7 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 outcome. 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, management fees from a non-controlled/affiliated investment 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. 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 use an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. We use a four-level numeric rating scale as follows:
•
Investment Rating 1—Investment is performing materially above expectations;
•
Investment Rating 2—Investment is performing materially in-line with expectations. All new loans are rated 2 at initial purchase;
•
Investment Rating 3—Investment is performing materially below expectations and while significant loss is not expected, the risk of loss has increased since the original investment; and
•
Investment Rating 4—Investment is performing substantially below expectations and risks have increased substantially since the original investment. Payments may be delinquent. There is meaningful possibility that we will not recoup our original cost basis in the investment and may realize a substantial loss upon exit.

86

The following table shows the distribution of our investments on the 1 to 4 investment rating scale at fair value as of September 30, 2018 :
(in millions)
As of September 30, 2018
Investment Rating
Cost
Percent
Fair Value
Percent
Investment Rating 1
$
153.5

6.8
%
$
156.4

6.8
%
Investment Rating 2
2,077.5

91.9
%
2,124.3

92.6
%
Investment Rating 3
13.5

0.6
%
6.8

0.3
%
Investment Rating 4
16.5

0.7
%
7.3

0.3
%
$
2,261.0

100.0
%
$
2,294.8

100.0
%
As of September 30, 2018 , all investments in our portfolio had an Investment Rating of 1 or 2 with the exception of three portfolio companies. As of September 30, 2018 , one portfolio company had an Investment Rating of 3 and three portfolio companies had an Investment Rating of 4, which includes one portfolio company that had a portion of our investment included in Investment Rating 3 and a portion included in Investment Rating 4.
During the second quarter of 2018, we placed a portion of our second lien position in National HME, Inc. on non-accrual status and wrote down the aggregate fair value of our preferred shares in TW-NHME Holdings Corp. (together with our second lien position, "NHME") to $0. As of September 30, 2018 , our investment in the second lien position in NHME had an aggregate cost basis of $28.5 million an aggregate fair value of $13.7 million and total unearned interest income of $0.4 million and $0.8 million , respectively, for the three and nine months then ended.
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. Our first lien positions and our preferred and commons shares in Education Management Corporation ("EDMC") have an investment rating of 4. As of September 30, 2018 , our investments in EDMC with an Investment Rating of 4 had an aggregate cost basis of $1.5 million , an aggregate fair value of less than $0.1 million and total unearned interest income of less than $0.1 million and $0.1 million , respectively, for the three and nine months then ended.
Our preferred shares and warrants in Ancora Acquisition LLC ("Ancora") have an investment rating of 4. As of September 30, 2018 , our investments in Ancora had an aggregate cost basis of less than $0.1 million and an aggregate fair value of less than $0.1 million.
Portfolio and Investment Activity
The fair value of our investments was approximately $2,294.8 million in 92 portfolio companies at September 30, 2018 and approximately $1,825.7 million in 84 portfolio companies at December 31, 2017 .
The following table shows our portfolio and investment activity for the nine months ended September 30, 2018 and September 30, 2017 :
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
New investments in 57 and 51 portfolio companies, respectively
$
1,056.7

$
809.8

Debt repayments in existing portfolio companies
516.2

483.6

Sales of securities in 10 and 16 portfolio companies, respectively
83.0

58.9

Change in unrealized appreciation on 43 and 55 portfolio companies, respectively
33.8

61.6

Change in unrealized depreciation on 61 and 34 portfolio companies, respectively
(34.5
)
(12.9
)
Recent Accounting Standards Updates
See Item 1.—Financial Statements—Note 13. Recent Accounting Standards for details on recent accounting standards updates.

87


Results of Operations for the Three Months Ended September 30, 2018 and September 30, 2017
Revenue
Three Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Interest income
$
40,920

$
39,638

Total dividend income
13,948

9,870

Other income
5,601

1,728

Total investment income
$
60,469

$
51,236

Our total investment income increased by approximately $9.2 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 . For the three months ended September 30, 2018 , total investment income of $60.5 million consisted of approximately $35.1 million in cash interest from investments, approximately $2.5 million in PIK and non-cash interest from investments, approximately $2.0 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $1.3 million , approximately $6.8 million in cash dividends from investments, $7.2 million in PIK and non-cash dividends from investments and approximately $5.6 million in other income. The 18% increase in total investment income resulted primarily from increased dividend income and other income. The increase in dividend income of approximately $4.1 million during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 is primarily due to distributions from our investments in NMNLC, SLP III and PIK and non-cash dividend income from five equity positions. In addition, our increase in interest and dividend income was attributable to larger invested balances which were driven by proceeds from our convertible notes and our unsecured notes issuances to originate new investments as well as rising LIBOR rates. Other income during the three months ended September 30, 2018 , which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, amendment and consent fees received from nineteen different portfolio companies and management fees from a non-controlled affiliated portfolio company.
Operating Expenses
Three Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Management fee
$
10,018

$
8,422

Less: management fee waiver
(1,766
)
(1,483
)
Total management fee
8,252

6,939

Incentive fee
6,780

6,573

Interest and other financing expenses
14,759

9,509

Professional fees
2,053

819

Administrative expenses
846

652

Other general and administrative expenses
437

346

Total expenses
33,127

24,838

Less: expenses waived and reimbursed
—

—

Net expenses before income taxes
33,127

24,838

Income tax expense
225

106

Net expenses after income taxes
$
33,352

$
24,944

Our total net operating expenses increased by approximately $8.4 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 . Our management fee increased by approximately $1.3 million , net of a management fee waivers for the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 . The increase in management fees was attributable to larger invested balances, driven by the proceeds from our convertible notes issuances and unsecured notes issuances as well as our use of leverage from our revolving credit facilities and SBA-guaranteed debentures to originate new investments.
Interest and other financing expenses increased by approximately $5.3 million during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 , primarily due to our issuances of our unsecured notes, higher drawn balances on our SBA-guaranteed debentures and NMFC Credit Facility (as defined below) and

88

rising LIBOR rates. Our increase in total professional fees, administrative expenses and total other general and administrative expenses for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 was mainly attributable to the professional fees incurred relating to evaluating and making investments, as well as on-going monitoring of our investments.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Three Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Net realized gains (losses) on investments
$
3,254

$
(14,216
)
Net change in unrealized (depreciation) appreciation of investments
(3,609
)
14,643

Net change in unrealized (depreciation) appreciation securities purchased under collateralized agreements to resell
—

(1,549
)
Provision for taxes
(2
)
(394
)
Net realized and unrealized gains (losses)
$
(357
)
$
(1,516
)
Our net realized gains and unrealized losses resulted in a net loss of approximately $0.4 million for the three months ended September 30, 2018 compared to net realized losses and unrealized gains resulting in a net loss of approximately $1.5 million for the same period in 2017 . 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 loss for the three months ended September 30, 2018 was primarily driven by and overall decrease in the market prices of our investments during the period, which was partially offset by a realized gain on the sale of our investment in TWDiamondback Holdings Corp. The provision for income taxes was attributable to equity investments that are held as of September 30, 2018 in three of our corporate subsidiaries. The net loss for the three months ended September 30, 2017 was primarily driven by unrealized depreciation on our securities purchased under collateralized agreements to resell. With the completion of the Sierra Hamilton LLC / Sierra Hamilton Finance, Inc. ("Sierra") restructuring in July 2017, $14.5 million of previously recorded unrealized depreciation related to this investment was realized during the three months ended September 30, 2017 .
Results of Operations for the Nine Months Ended September 30, 2018 and September 30, 2017
Revenue
Nine Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Interest income
$
117,749

$
111,275

Total dividend income
38,651

26,273

Other income
11,556

7,014

Total investment income
$
167,956

$
144,562

Our total investment income increased by approximately $23.4 million for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 . For the nine months ended September 30, 2018 , total investment income of $168.0 million consisted of approximately $103.4 million in cash interest from investments, approximately $6.1 million in PIK and non-cash interest from investments, approximately $4.3 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $3.9 million , approximately $17.7 million in cash dividends from investments, approximately $21.0 million in PIK and non-cash dividends from investments and approximately $11.6 million in other income. The 16% increase in total investment income primarily resulted from an increase in dividend income of approximately $12.4 million during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 . The increase was primarily due to distributions from our investments in NMNLC, SLP III and PIK and non-cash dividend income from five equity positions. Also contributing to the increase in total investment income is the increased interest income which is attributable to larger invested balances and rising LIBOR rates. Our larger invested balances were driven by the proceeds from our August 2018 Convertible Notes issuance and our July 2018 and January 2018 unsecured notes issuances to originate new investments. Other income during the nine months ended September 30, 2018 , which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, amendment and consent fees received from thirty-eight different portfolio companies and management fees from a non-controlled affiliated portfolio company.

89

Operating Expenses
Nine Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Management fee
$
28,011

$
24,311

Less: management fee waiver
(4,583
)
(4,324
)
Total management fee
23,428

19,987

Incentive fee
19,644

18,430

Less: incentive fee waiver
—

(1,800
)
Total incentive fee
19,644

16,630

Interest and other financing expenses
38,873

26,930

Professional fees
3,455

2,391

Administrative expenses
2,607

2,022

Other general and administrative expenses
1,365

1,214

Total expenses
89,372

69,174

Less: expenses waived and reimbursed
(276
)
(474
)
Net expenses before income taxes
89,096

68,700

Income tax expense
286

341

Net expenses after income taxes
$
89,382

$
69,041

Our total net operating expenses increased by approximately $20.3 million for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 . Our management fee increased by approximately $3.4 million , net of a management fee waiver, and our incentive fee increased by approximately $3.0 million , net of an incentive fee waiver, for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 . The increase in management fees and incentive fees was attributable to larger invested balances, driven by the proceeds from our April 2017 primary offering of our common stock, our convertible notes issuance, our unsecured notes issuances and our use of leverage from our revolving credit facilities and SBA-guaranteed debentures to originate new investments. In addition, our increase in incentive fees was attributable to an incentive fee waiver by the Investment Adviser for the nine months ended September 30, 2017 of approximately $1.8 million .
Interest and other financing expenses increased by approximately $11.9 million during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 , primarily due to our issuances of convertible and unsecured notes, higher drawn balances on our SBA-guaranteed debentures and NMFC Credit Facility (as defined below) and rising LIBOR rates. Our increase in total professional fees, administrative expenses and total other general and administrative expenses for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 was mainly attributable to an increase in professional fees relating to evaluating and making investments, as well as on-going monitoring of our investments.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Nine Months Ended
(in thousands)
September 30, 2018
September 30, 2017
Net realized losses on investments
$
(3,149
)
$
(39,843
)
Net change in unrealized appreciation (depreciation) of investments
(690
)
48,700

Net change in unrealized depreciation securities purchased under collateralized agreements to resell
(12
)
(2,382
)
(Provision) benefit for taxes
(986
)
525

Net realized and unrealized gains (losses)
$
(4,837
)
$
7,000

Our net realized and unrealized losses resulted in a net loss of approximately $4.8 million for the nine months ended September 30, 2018 compared to net realized losses and unrealized gains resulting in a net gain of approximately $7.0 million for the same period in 2017 . 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 loss for the nine months ended September 30, 2018 was primarily driven by the realized loss on our investment in American Tire Distributors, Inc. ("ATD"), which was sold during the quarter ended June 30, 2018 due to ATD's reported loss of its largest supplier. The provision for income taxes was attributable

90

to equity investments that are held as of September 30, 2018 in three of our corporate subsidiaries. The net gain for the nine months ended September 30, 2017 was primarily driven by the overall increase in the market prices of our investments during the period. With the completion of the Transtar Holding Company and Sierra restructurings in April 2017 and July 2017, respectively, $27.6 million and $14.5 million, respectively, of previously recorded unrealized depreciation related to these investment was realized during the nine months ended September 30, 2017 .
Liquidity and Capital Resources
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 September 30, 2018 , we raised approximately $614.6 million in net proceeds from additional offerings of our 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. 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. On March 23, 2018, the Small Business Credit Availability Act (the “SBCA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150.0% from 200.0% under certain circumstances. On April 12, 2018, our board of directors, including a ‘‘required majority’’ (as such term is defined in Section 57(o) of the 1940 Act) approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCA, and recommended the submission of a proposal for stockholders to approve the application of the 150.0% minimum asset coverage ratio to us at a special meeting of stockholders, which was held on June 8, 2018. The stockholder proposal was approved by the required votes of our stockholders at such special meeting of stockholders, and thus we became subject to the 150.0% minimum asset coverage ratio on June 9, 2018. 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 2018 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 September 30, 2018 , our asset coverage ratio was 185.7% .
At September 30, 2018 and December 31, 2017 , we had cash and cash equivalents of approximately $146.3 million and $34.9 million , respectively. Our cash used in operating activities during the nine months ended September 30, 2018 and September 30, 2017 was approximately $294.7 million and $144.5 million , respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.
Borrowings
Holdings Credit Facility —On December 18, 2014, we entered into the Second 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, which is structured as a revolving credit facility and matures on December 18, 2019. On October 24, 2017, we entered into the Third Amended and Restated Loan and Security Agreement (the "Holdings Credit Facility"), among us as the Collateral Manager, NMF Holdings as the Borrower and Wells Fargo Bank, National Association as the Administrative Agent and Collateral Custodian, which extended the maturity date to October 24, 2022.
The maximum amount of revolving borrowings available under the Holdings Credit Facility is $495.0 million . Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 25.0%, 45.0% 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 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. 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.
The Holdings Credit Facility bears interest at a rate of LIBOR plus 1.75% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.50% per annum for all other investments. Effective April 1,

91

2018, the Holdings Credit Facility bears interest at a rate of LIBOR plus 1.75% per annum for Broadly Syndicated Loans (as defined in the Loan and Security Agreement) and LIBOR plus 2.25% 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 Loan and Security Agreement).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
4.0

$
3.1

$
10.7

$
8.7

Non-usage fee
$
0.1

$
0.1

$
0.5

$
0.5

Amortization of financing costs
$
0.7

$
0.4

$
1.9

$
1.2

Weighted average interest rate
4.2
%
3.4
%
4.1
%
3.3
%
Effective interest rate
5.0
%
4.1
%
5.0
%
4.0
%
Average debt outstanding
$
379.2

$
352.4

$
351.4

$
351.6

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Holdings Credit Facility was $466.0 million and $312.4 million , respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.
NMFC Credit Facility —The Senior Secured Revolving Credit Agreement, as amended (together with the related guarantee and security agreement, the "NMFC Credit Facility"), dated June 4, 2014 , 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. and Stifel Bank & Trust, as Lenders, is structured as a senior secured revolving credit facility and matures on June 4, 2019. On February 27, 2018, we entered into an amendment to the NMFC Credit Facility which extended the maturity date to June 4, 2022. On July 5, 2018, we further amended the NMFC Credit Facility to include the financial covenants related to asset coverage discussed above. 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 September 30, 2018 , the maximum amount of revolving borrowings available under the NMFC Credit Facility was $135.0 million . We are permitted to borrow at various advance rates depending on the type of portfolio investment as outlined in the Senior Secured Revolving Credit Agreement. All fees associated with the origination 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 asset coverage and liquidity and other maintenance covenants.
The NMFC Credit Facility generally bears interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the Senior Secured Revolving Credit Agreement).
The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
1.4

$
0.2

$
3.8

$
1.3

Non-usage fee
$
—

(1)
$
0.1

$
0.1

$
0.2

Amortization of financing costs
$
0.1

$
0.1

$
0.3

$
0.3

Weighted average interest rate
4.7
%
3.6
%
4.5
%
3.5
%
Effective interest rate
5.1
%
7.3
%
5.0
%
5.0
%
Average debt outstanding
$
121.9

$
21.7

$
113.3

$
48.0

(1)     For the three months ended September 30, 2018 , the total non-usage fee was less than $50 thousand.

92

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the NMFC Credit Facility was $135.0 million and $122.5 million , respectively, and NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.
NMNLC Credit Facility —The Revolving Credit Agreement (together with the related guarantee and security agreement, the “NMNLC Credit Facility”), dated September 21, 2018, among NMNLC, as the Borrower, and KeyBank National Association, as the Administrative Agent and Lender, is structured as a senior secured revolving credit facility and matures on September 23, 2019. The NMNLC Credit Facility is guaranteed by us and proceeds from the NMNLC Credit Facility may be used for funding of additional acquisition properties.
The NMNLC Credit Facility generally bears interest at a rate of LIBOR plus 2.50% per annum or the prime rate plus 1.50% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.15% per annum (as defined in the Revolving Credit Agreement).
As of September 30, 2018 , the maximum amount of revolving borrowings available under the NMNLC Credit Facility was $30.0 million . As of September 30, 2018 , the outstanding balance on the NMNLC Credit Facility was $0 and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility on such dates.
Convertible Notes
2014 Convertible Notes —On June 3, 2014, we closed a private offering of $115.0 million aggregate principal amount of unsecured convertible notes (the “2014 Convertible Notes”), pursuant to an indenture, dated June 3, 2014 (the “2014 Indenture”). The 2014 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). As of June 3, 2015, the restrictions under Rule 144A under the Securities Act were removed, allowing the 2014 Convertible Notes to be eligible and freely tradable without restrictions for resale pursuant to Rule 144(b)(1) under the Securities Act. On September 30, 2016, we closed a public offering of an additional $40.3 million aggregate principal amount of the 2014 Convertible Notes. These additional 2014 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 2014 Convertible Notes that we issued on June 3, 2014.
The 2014 Convertible Notes bear interest at an annual rate of 5.0%, payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2014. The 2014 Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option.
We may not redeem the 2014 Convertible Notes prior to maturity. No sinking fund is provided for the 2014 Convertible Notes. In addition, if certain corporate events occur, holders of the 2014 Convertible Notes may require us to repurchase for cash all or part of their 2014 Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the 2014 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date.
The 2014 Indenture contains certain covenants, including covenants requiring us to provide financial information to the holders of the 2014 Convertible Notes and the Trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 2014 Indenture.
2018 Convertible Notes —On August 20, 2018, we closed a registered public offering of $100.0 million aggregate principal amount of 2018 Convertible Notes (together with the 2017 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 2018 Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the 2018 Convertible Notes.
The 2018 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, commencing on February 15, 2019. The 2018 Convertible Notes will mature on August 15, 2023 unless earlier converted, repurchased or redeemed. We may not redeem the 2018 Convertible Notes prior to May 15, 2023. On or after May 15, 2023, we may redeem the 2018 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 2018 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 2018 Convertible Notes. Holders of 2018 Convertible Notes may, at their option, convert their 2018 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 2018 Convertible Notes. In addition, if certain corporate events occur, holders of the 2018 Convertible Notes may require us to repurchase for cash all or part of their 2018 Convertible Notes at a repurchase price equal to 100.0% of the principal amount of the 2018 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the repurchase date.

93

The 2018A Indenture contains certain covenants, including covenants requiring us to provide certain financial information to the holders of the 2018 Convertible Notes and the trustee if we cease to be subject to the reporting requirements of 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.
The following table summarizes certain key terms related to the convertible features of our Convertible Notes as of September 30, 2018 .
2014 Convertible Notes
2018 Convertible Notes
Initial conversion premium
12.5
%
10.0
%
Initial conversion rate(1)
62.7746

65.8762

Initial conversion price
$
15.93

$
15.18

Conversion premium at September 30, 2018
11.7
%
10.0
%
Conversion rate at September 30, 2018(1)(2)
63.2794

65.8762

Conversion price at September 30, 2018(2)(3)
$
15.80

$
15.18

Last conversion price calculation date
June 3, 2018

August 20, 2018

(1)
Conversion rates denominated in shares of common stock per $1.0 thousand 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 September 30, 2018 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 distributions in excess of $0.34 per share per quarter and certain changes in control. Certain of these adjustments, including adjustments for increases in distributions, are subject to a conversion price floor of $14.05 per share for the 2014 Convertible Notes and $13.80 per share for the 2018 Convertible Notes. In no event will the total number of shares of common stock issuable upon conversion exceed 71.1893 per $1.0 thousand principal amount of the 2014 Convertible Notes or 72.4637 per $1 principal amount of the 2018 Convertible Notes. 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. 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 and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
2.7

$
1.9

$
6.6

$
5.8

Amortization of financing costs
$
0.3

$
0.3

$
0.9

$
0.9

Amortization of premium
$
—

(1)
$
—

(1)
$
(0.1
)
$
(0.1
)
Weighted average interest rate
5.2
%
5.0
%
5.1
%
5.0
%
Effective interest rate
5.7
%
5.7
%
5.7
%
5.7
%
Average debt outstanding
$
207.8

$
155.3

$
172.9

$
155.3

(1)
For the three months ended September 30, 2018 and September 30, 2017 , the total amortization of premium was less than $50 thousand.

94

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Convertible Notes was $270.3 million and $155.3 million , respectively, and NMFC was in compliance with the terms of the 2014 Indenture and 2018A Indenture on such dates, as applicable.
Unsecured Notes
On May 6, 2016, we issued $50.0 million in aggregate principal amount of five-year unsecured notes that mature on May 15, 2021 (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 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"). The NPA provides for future issuances of unsecured notes in separate series or tranches.
The 2016 Unsecured Notes bear 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 commences on January 15, 2019. 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 $150,000.  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 five-year 5.75% Unsecured Notes (together with the 2016 Unsecured Notes, 2017A Unsecured Notes, 2018A Unsecured Notes and 2018B 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").
The 5.75% Unsecured Notes bear interest at an annual rate of 5.75%, payable quarterly on January 1, April 1, July 1 and October 1 of each year, which commences on January 1, 2019. The 5.75% Unsecured Notes will mature on October 1, 2023 unless earlier redeemed. The 5.75% Unsecured Notes are listed on the New York Stock Exchange and trade under the trading symbol “NMFX.”
We may redeem the 5.75% Unsecured Notes, in whole or in part, at any time, or from time to time, at our option on or after October 1, 2020, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
No sinking fund is provided for the 5.75% Unsecured Notes and holders of the 5.75% Unsecured Notes have no option to have their 5.75% Unsecured Notes repaid prior to the stated maturity date.
The 2018B Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements set forth in Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) of the 1940 Act as may be applicable to us from time to time or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC and (ii) provide certain

95

financial information to the holders of the 5.75% Unsecured Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. The 2018B Indenture also includes additional financial covenants related to asset coverage. These covenants are subject to limitations and exceptions that are described in the 2018B Indenture.
The 2018B Indenture provides for customary events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding 5.75% Unsecured Notes may declare such 5.75% Unsecured Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.
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 securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles.
The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
3.7

$
1.8

$
9.2

$
4.2

Amortization of financing costs
$
0.2

$
0.1

$
0.5

$
0.3

Weighted average interest rate
5.1
%
5.1
%
5.1
%
5.2
%
Effective interest rate
5.3
%
5.5
%
5.4
%
5.7
%
Average debt outstanding
$
286.1

$
145.0

$
242.7

$
108.7

As of September 30, 2018 and December 31, 2017 , the outstanding balance on the Unsecured Notes was $335.0 million and $145.0 million , respectively, and we were in compliance with the terms of the NPA and the 2018B Indenture as of such dates, as applicable.
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, the U.S. Senate passed the Small Business Investment Opportunity Act, which the President signed into law, that amended the 1958 Act by increasing the individual leverage limit from $150.0 million to $175.0 million, subject to SBA approvals.

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As of September 30, 2018 and December 31, 2017 , 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 September 30, 2018 and December 31, 2017 , SBIC II had regulatory capital of $42.5 million and $2.5 million , respectively, and $15.0 million and $0, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.425%, which consists of a 1.00% commitment fee and a 2.425% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. The following table summarizes our SBA-guaranteed debentures as of September 30, 2018 .
(in millions)
Issuance Date
Maturity Date
Debenture Amount
Interest Rate
SBA Annual Charge
Fixed SBA-guaranteed debentures(1):



March 25, 2015
March 1, 2025
$
37.5

2.517
%
0.355
%
September 23, 2015
September 1, 2025
37.5

2.829
%
0.355
%
September 23, 2015
September 1, 2025
28.8

2.829
%
0.742
%
March 23, 2016
March 1, 2026
13.9

2.507
%
0.742
%
September 21, 2016
September 1, 2026
4.0

2.051
%
0.742
%
September 20, 2017
September 1, 2027
13.0

2.518
%
0.742
%
March 21, 2018
March 1, 2028
15.3

3.187
%
0.742
%
Fixed SBA-guaranteed debentures(2):
September 19, 2018
September 1, 2028
15.0

3.548
%
0.222
%
Total SBA-guaranteed debentures
$
165.0



(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 and nine months ended September 30, 2018 and September 30, 2017 .
Three Months Ended
Nine Months Ended
(in millions)
September 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
Interest expense
$
1.3

$
1.1

$
3.7

$
3.0

Amortization of financing costs
$
0.1

$
0.1

$
0.4

$
0.3

Weighted average interest rate
3.2
%
3.1
%
3.2
%
3.1
%
Effective interest rate
3.6
%
3.4
%
3.5
%
3.5
%
Average debt outstanding
$
164.4

$
134.9

$
156.3

$
127.0

The SBIC program is designed to stimulate the flow of private investor capital into eligible smaller businesses, as defined by the SBA. Under SBA regulations, SBICs are subject to regulatory requirements, including making investments in SBA-eligible businesses, investing at least 25.0% of its investment capital in eligible small businesses, 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 September 30, 2018 and December 31, 2017 , SBIC I and SBIC II were in compliance with SBA regulatory requirements.
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 September 30, 2018 and December 31, 2017 , we had outstanding commitments to third parties to fund investments totaling

97

$138.6 million and $77.4 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 September 30, 2018 and December 31, 2017 , we had commitment letters to purchase investments in an aggregate par amount of $15.8 million and $13.9 million , respectively. As of September 30, 2018 and December 31, 2017 , we had not entered into any bridge financing commitments which could require funding in the future.
As of September 30, 2018 and December 31, 2017 , we owed $9.0 million and $12.0 million, respectively, related to a settlement agreement with a trustee of Black Elk Energy Offshore Operations, LLC. We began to make semi-annual payments of $3.0 million in June 2018, with the final payment due in December 2019.
As of September 30, 2018 , we had unfunded commitments related to an equity investment in SLP III of $13.2 million , which may be funded at our discretion.
Contractual Obligations
A summary of our significant contractual payment obligations as of September 30, 2018 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)
$
466.0

$
—

$
—

$
466.0

$
—

Unsecured Notes(2)
335.0

—

90.0

195.0

50.0

SBA-guaranteed debentures(3)
165.0

—

—

—

165.0

Convertible Notes(4)
270.3

155.3

—

115.0

—

NMFC Credit Facility(5)
135.0

—

—

135.0

—

Total Contractual Obligations
$
1,371.3

$
155.3

$
90.0

$
911.0

$
215.0

(1)
Under the terms of the $495.0 million Holdings Credit Facility, all outstanding borrowings under that facility ( $466.0 million as of September 30, 2018 ) must be repaid on or before October 24, 2022. As of September 30, 2018 , there was approximately $29.0 million of possible capacity remaining under the Holdings Credit Facility.
(2)
$90.0 million of the 2016 Unsecured Notes will mature on May 15, 2021 unless earlier repurchased, $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 and $50.0 million of the 2018B Unsecured Notes will mature on June 28, 2023 unless earlier repurchased. $50.0 million of the 5.75% Unsecured Notes will mature on October 1, 2023 unless earlier repurchased.
(3)
Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
(4)
$155.3 million of the 2014 Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option and the $115.0 million of the 2018 Convertible Notes will mature on August 15, 2023 unless earlier converted or repurchased at the holder's option or redeemed by us.
(5)
Under the terms of the $135.0 million NMFC Credit Facility, all outstanding borrowings under that facility ( $135.0 million as of September 30, 2018 ) must be repaid on or before June 4, 2022. As of September 30, 2018 , there was no capacity remaining under the NMFC Credit Facility.
We have entered into 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 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.


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Distributions and Dividends
Distributions declared and paid to stockholders for the nine months ended September 30, 2018 totaled approximately $77.5 million .
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, 2018
Third Quarter
August 1, 2018
September 14, 2018
September 28, 2018
$
0.34

Second Quarter
May 2, 2018
June 15, 2018
June 29, 2018
0.34

First Quarter
February 21, 2018
March 15, 2018
March 29, 2018
0.34

$
1.02

December 31, 2017
Fourth Quarter
November 2, 2017
December 15, 2017
December 28, 2017
$
0.34

Third Quarter
August 4, 2017
September 15, 2017
September 29, 2017
0.34

Second Quarter
May 4, 2017
June 16, 2017
June 30, 2017
0.34

First Quarter
February 23, 2017
March 17, 2017
March 31, 2017
0.34

$
1.36

December 31, 2016

Fourth Quarter
November 4, 2016
December 15, 2016
December 29, 2016
$
0.34

Third Quarter
August 2, 2016
September 16, 2016
September 30, 2016
0.34

Second Quarter
May 3, 2016
June 16, 2016
June 30, 2016
0.34

First Quarter
February 22, 2016
March 17, 2016
March 31, 2016
0.34

$
1.36

(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, 2017 and December 31, 2016, total distributions were $100.9 million and $88.8 million, respectively, of which the distributions were comprised of approximately 71.50% and 89.46%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of long-term capital gains and approximately 28.50% and 10.54%, 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 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

99

performing administrative, finance, and compliance functions, and the compensation of our chief financial officer 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 and nine months ended September 30, 2018 approximately $0.5 million and $1.7 million , respectively, of indirect administrative expenses were included in administrative expenses, of which approximately $0.0 million and $0.3 million , respectively, of indirect administrative expenses were waived by the Administrator. As of September 30, 2018 , $0.8 million of indirect administrative expenses were included in payable to affiliates.
•
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".
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.
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 December 18, 2017, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on June 5, 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.

100

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, such as interest rate fluctuations. During the nine months ended September 30, 2018 , certain of the loans held in our portfolio had floating interest rates. As of September 30, 2018 , approximately 87.2% 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 floor (includes investments bearing prime interest rate contracts) and approximately 12.8% 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 one-month floating LIBOR 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 September 30, 2018 . 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 September 30, 2018 . Interest expense on our floating rate credit facilities is calculated using the interest rate as of September 30, 2018 , 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 September 30, 2018 . These hypothetical calculations are based on a model of the investments in our portfolio, held as of September 30, 2018 , 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
(2.12
)%
Base Interest Rate
—
%
+100 Basis Points
8.77
%
+200 Basis Points
17.63
%
+300 Basis Points
26.50
%



101

Item 4.
Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
As of September 30, 2018 (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 United States Securities and Exchange Commission filings is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s 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 September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


102

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
There have been no material changes during the nine months ended September 30, 2018 to the Legal Proceedings discussed in Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2017.
We, and our consolidated subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material pending legal proceedings threatened against us as of September 30, 2018 . From time to time, we 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, 2017 , which could materially affect our business, financial condition and/or operating results. 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. Other than as set forth below, there have been no material changes during the nine months ended September 30, 2018 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017 .

The terms of our credit facilities may contractually limit our ability to incur additional indebtedness.

We will need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. We believe that having the flexibility to incur additional leverage could augment the returns to our stockholders and would be in the best interests of our stockholders. Even though our board of directors and our shareholders have approved a resolution permitting us to be subject to a 150.0% asset coverage ratio to be effective as of June 9, 2018, contractual leverage limitations under our existing credit facilities or future borrowings may limit our ability to incur additional indebtedness. Currently, our NMFC Credit Facility restricts our ability to incur additional indebtedness if after incurring such additional debt, our asset coverage ratio would be below 161.0%, amended from 200.0% on July 5, 2018. Also, the NMFC Credit Facility requires that we not exceed a secured debt ratio of 0.70 to 1.00 at any time. We cannot assure you that we will be able to negotiate a change to our credit facilities to allow us to incur additional leverage or that any such an amendment will be available to us on favorable terms. An inability on our part to amend the contractual asset coverage limitation and access additional leverage could limit our ability to take advantage of the benefits described above related to our ability to incur additional leverage and could decrease our earnings, if any, which would have an adverse effect on our results of operations and the value of our shares of common stock.

Recent legislation may allow us to incur additional leverage which could increase the risk of investing in us.

The 1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200.0% (i.e., the amount of debt may not exceed 50.0% of the value of our assets). However, on March 23, 2018, the Consolidated Appropriations Act of 2018, which includes the SBCA, was signed into law. The SBCA amends the 1940 Act to permit a BDC to reduce the required minimum asset coverage ratio applicable to it from 200.0% to 150.0% (i.e., the amount of debt may not exceed 66.7% of the value of our assets), subject to certain requirements described therein. On April 12, 2018, our board of directors, including a ‘‘required majority’’ (as such term is defined in Section 57(o) of the 1940 Act) approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCA and recommended the submission of a proposal for stockholders to approve the application of the 150.0% minimum asset coverage ratio to us at a special meeting of stockholders, which was held on June 8, 2018. The stockholder proposal was approved by the required votes of our stockholders at such special meeting of stockholders, and thus we became subject to the 150.0% minimum asset coverage ratio on June 9, 2018. Changing the asset coverage ratio permits us to double our leverage, which results in increased leverage risk and increased expenses.
As a result of this legislation, we are able to increase our leverage up to an amount that reduces our asset coverage ratio from 200.0% to 150.0%. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock

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to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique.
In addition, in December 2015, the 2016 omnibus spending bill approved by the U.S. Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. This new legislation may allow us to issue additional SBIC debentures above the $225.0 million of SBA-guaranteed debentures previously permitted pending application for and receipt of additional SBIC licenses. If we incur this additional indebtedness in the future, your risk of an investment in our securities may increase. 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, the U.S. Senate passed the Small Business Investment Opportunity Act, which the President signed into law, that amended the 1958 Act by increasing the individual leverage limit from $150.0 million to $175.0 million, subject to SBA approvals.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
We did not engage in unregistered sales of equity securities during the quarter ended September 30, 2018 .
Issuer Purchases of Equity Securities
Dividend Reinvestment Plan
During the quarter ended September 30, 2018 , 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. 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 29, 2017, our board of directors extended our repurchase program and we expect the repurchase program to be in place until the earlier of December 31, 2018 or until $50.0 million of outstanding shares of common stock have been repurchased. We did not repurchase any shares of our common stock under the repurchase program during the quarter ended September 30, 2018 .

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 United States Securities and Exchange Commission:
Exhibit
Number
Description
3.1(a)

3.1(b)

3.2

4.1

10.1

10.2

10.3

10.4

10.5

11.1

Computation of Per Share Earnings for New Mountain Finance Corporation (included in the notes to the financial statements contained in this report)
31.1

31.2

32.1

32.2

(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 registration statement on Form N-2 Post-Effective Amendment No. 3 (File No. 333-218040) filed on August 20, 2018.
(5)
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 4 (File No. 333-218040) filed on September 25, 2018.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 7, 2018 .
NEW MOUNTAIN FINANCE CORPORATION
By:
/s/ ROBERT A. HAMWEE
Robert A. Hamwee
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ SHIRAZ Y. KAJEE
Shiraz Y. Kajee
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsNote 1. Formation and Business PurposeNote 2. Summary Of Significant Accounting PoliciesNote 3. InvestmentsNote 4. Fair ValueNote 5. AgreementsNote 6. Related PartiesNote 7. BorrowingsNote 8. RegulationNote 9. Commitments and ContingenciesItem 3. Legal ProceedingsNote 10. Net AssetsNote 11. Earnings Per ShareNote 12. Financial HighlightsNote 13. Recent Accounting Standards UpdatesNote 14. Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1A. Risk FactorsItem 1. Financial Statements Note 13. Recent Accounting StandardsItem 1 Financial Statements Note 2. Summary Of Significant Accounting PoliciesItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

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) 4.1 Formof Stock Certificate of New Mountain Finance Corporation(1) 10.1 Indenture by and between New Mountain Finance Corporation, as Issuer, and U.S. Bank National Bank Association, as Trustee, dated August 20, 2018(4) 10.2 First Supplemental Indenture, dated August 20, 2018, relating to the 5.75% Convertible Notes Due 2023, by and between New Mountain Finance Corporation and U.S. Bank National Association, as trustee(4) 10.3 Form of Global Note 5.75% Convertible Note Due 2023 (included as part of Exhibit (10.2))(4) 10.4 Second Supplemental Indenture, dated September 25, 2018, relating to the 5.75% Notes Due 2023, by and between New Mountain Finance Corporation and U.S. Bank National Association, as trustee(5) 10.5 Form of Global Note 5.75% Note Due 2023 (included as part of Exhibit (10.4))(5) 31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a)of the Securities Exchange Act of 1934, as amended 31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a)of the Securities Exchange Act of 1934, as amended 32.1 Certification of Chief Executive Officer pursuant to Section906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) 32.2 Certification of Chief Financial Officer pursuant to Section906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)