This Amendment No. 1 amends and supplements the statement on Schedule 13D, filed on May 31, 2011 (the “Schedule 13D”), by New Mountain Investments III, L.L.C., a Delaware limited liability company, New Mountain Guardian AIV, L.P., a Delaware limited partnership, New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“AIV Holdings”), New Mountain Guardian Partners, L.P., a Delaware limited partnership (“Guardian Partners”), New Mountain Guardian GP, L.L.C., a Delaware limited liability company (“Guardian GP”), Steven B. Klinsky, the Steven B. Klinsky Trust and Adam J. Collins (collectively, the “Reporting Persons”)1 with respect to the common stock, par value $0.01 per share (“Common Stock”), of New Mountain Finance Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.
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| 1 | Neither the present filing nor anything contained herein shall be construed as an admission that (i) any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Act, (ii) any of the Reporting Persons are, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group or (iii) any of the Reporting Persons are, for the purposes of Sections 13(d) of the Act, the beneficial owner of any securities other than securities directly owned by such Reporting Persons. |
ITEM 2. IDENTITY AND BACKGROUND
As a result of the distribution of the shares of Common Stock owned by Guardian Partners to its partners, as described in Item 4, Guardian Partners is no longer a Reporting Person.
Item 2 of the Schedule 13D is hereby amended by deleting Guardian Partners and any references to Guardian Partners that appear therein.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended to add the following:
In accordance with the terms of its limited partnership agreement, on July 15, 2011, Guardian Partners distributed the shares of Common Stock owned by it to its general partner, Guardian GP, and to its limited partner. As a result, Guardian Partners no longer beneficially owns any shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) – (b). With respect to each Reporting Person, the aggregate percentage of shares of Common Stock reported beneficially owned by such person named herein is based upon 10,697,691 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 23, 2011, as reported in the Prospectus filed pursuant to Rule 497, as filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2011, and treating any shares of Common Stock which may be acquired by any Reporting Person within 60 days (including through the exchange at any time and from time to time some or all of the common membership units of the Operating Company for shares of Common Stock of the Issuer) as being outstanding for purposes of computing the percentage of outstanding shares of Common Stock by such Reporting Person (but not by any other Reporting Person). There are 20,221,938 outstanding common membership units of the Operating Company which are exchangeable by AIV Holdings on a one-for-one basis into shares of Common Stock. The aggregate number of shares of Common Stock to which this Statement relates (assuming the exchange of all the common membership units of the Operating Company beneficially owned by the Reporting Persons for shares of Common Stock of the Issuer) is 22,151,107 shares of Common Stock, constituting approximately 71.6% of the outstanding shares of Common Stock of the Issuer.
With respect to each Reporting Person, for the aggregate number of securities of the Issuer beneficially owned, the percentage of the class of securities of the Issuer beneficially owned, the number of securities for which such Reporting Person has the sole power to vote or to direct the vote, the number of securities for which such Reporting Person has the shared power to vote or to direct the vote, the number of securities for which such Reporting Person has the sole power to dispose or to direct the disposition, and the number of securities for which such Reporting Person has the shared power to dispose or to direct the disposition, see the responses to Item 7 through Item 11 and Item 13 on the attached cover pages.
Item 5(c) of the Schedule 13D is hereby amended to add the following:
On July 15, 2011, Guardian Partners distributed 65,792 shares of Common Stock to Guardian GP and 1,187,172 shares of Common Stock to its limited partner.
