UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
New Mountain Private Credit Fund
(Name of Issuer)
New Mountain Private Credit Fund
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest
(Title of Class of Securities)
N/A
(CUSIP Number of class of securities)
John R. Kline
President and Chief Executive Officer
New Mountain Private Credit Fund
1633 Broadway, 48th Floor
New York, NY 10019
(212) 720-0300
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Steven B. Boehm, Esq.
Payam Siadatpour, Esq.
Eversheds Sutherland (US) LLP
700 6th Street, N.W.
Washington, DC 20001
February 5, 2025
(Date Tender Offer First Published, Sent or Given to Security Holders)
☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. |
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Amount Previously Paid: | | Filing Parties: |
Form or Registration No.: | | Date Filed: |
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☐ | Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ☐ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
Item 1. Summary Term Sheet
Reference is made to the Summary Term Sheet of the Offer to Purchase (as defined below) that is attached hereto as Exhibit (a)(1)(ii) and is hereby incorporated by reference.
Item 2. Subject Company Information
| (a) | The name of the issuer is New Mountain Private Credit Fund (the “Fund”). The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Maryland statutory trust. The principal executive office of the Fund is located at 1633 Broadway, 48th Floor, New York, New York 10019 and the Fund’s telephone number is (212) 720-0300. |
| (b) | The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (“Offer to Purchase” and the tender offer made thereby, the “Offer”) are the common shares of beneficial interest (the “Shares”) or a portion thereof. As of the close of business on December 31, 2024, there were 39,025,004.90 Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 1,951,251 Shares that are tendered by holders of the Shares (“Shareholders”) and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately 5% of the Fund’s Shares outstanding as of December 31, 2024. |
| (c) | The Shares are not traded in any market. |
Item 3. Identity and Background of Filing Person
| (a) | The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. New Mountain Finance Advisers, L.L.C. (the “Adviser”) serves as the investment adviser to the Fund. The Adviser is located at 1633 Broadway, 48th Floor, New York, New York 10019 and its telephone number is (212) 720-0300. The members of the Fund’s Board of Trustees (the “Board”) are John R. Kline, Adam B. Weinstein, Barbara Daniel, John Malfettone, and Daniel Hébert (each, a “Trustee”). The Fund’s Chief Executive Officer and President is John R. Kline, the Chief Financial Officer and Treasurer is Kris Corbett, the Chief Compliance Officer is Joseph W. Hartswell, and the Chief Operating Officer is Laura C. Holson. The Trustees and the executive officers of the Fund may be reached at the Fund’s business address and telephone number set forth in Item 2(a) above. |
(b)-(c) Not applicable
Item 4. Terms of the Transaction.
(a)(1) | (i) | Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 1,951,251 Shares that are tendered by Shareholders by 11:59 p.m., Eastern Time, on March 6, 2025 and not withdrawn as described in Item 4(a)(1)(vi). |
| (ii) | The purchase price of a Share (or portion thereof) tendered will be the net asset value as of March 31, 2025 or a later date determined by the Fund if the Offer is extended (in each case, the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference. Each Shareholder that tenders Shares that are accepted for purchase will be sent a letter (the “Acceptance Letter”) notifying the Shareholder that the Fund has received and accepted their tender. Such Shareholder will be issued a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Shareholder to receive an amount equal to the Shareholder’s Shares accepted for purchase by the Fund determined as of the Valuation Date. The Note will be held for the Shareholder by Ultimus Fund Solutions, LLC, the Fund’s transfer agent (the “Transfer Agent”). Forms of the Acceptance Letter and the Note are attached hereto as Exhibits (a)(1)(iv) and (a)(1)(v), respectively, and are incorporated herein by reference. |
| (iii) | The Offer is scheduled to expire on March 6, 2025 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. |
| (iv) | Not applicable. |
| (v) | Reference is made to the Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference. |
| (vi) | Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference. |
| (vii) | Reference is made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein. |
| (viii) | Reference is made to Section 4 “Procedure for Tenders” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference. |
| (ix) | Reference is made to the Cover Page, Section 3 “Amount of Tender,” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference. |
| (x) | Reference is made to Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference. |
| (xi) | Not applicable. |
| (xii) | Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference. |
(a)(2) | | Not applicable. |
(b) | | Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer. |
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) | Information regarding the contribution of certain portfolio investments to the Fund is incorporated by reference from the Offer to Purchase under the heading “8. Certain Information about the Fund” and “Item 8. Interests in Securities of the Issuer” herein. |
(b)-(d) | Not applicable. |
(e) | The Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers. Information regarding agreements involving the Shares is incorporated by reference from the Offer to Purchase under the heading “8. Certain Information about the Fund” and “Item 8. Interests in Securities of the Issuer” herein. Except as set forth therein, the Fund does not know of any other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between the (i) Fund, any of the Fund’s executive officers or Trustees, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations). |
Item 6. Purposes of this Tender Offer and Plans or Proposals.
(a)-(b) | Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference. |
(c) | Reference is made to Section 8 “Certain Information about the Fund” of the Offer to Purchase, which is incorporated herein by reference. Because the Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund. |
Item 7. Source and Amount of Funds or Other Consideration.
(a)-(b) | Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference. |
(d) | Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference. |
Item 8. Interest in Securities of the Issuer.
(a) | Based on the number of Shares outstanding as of December 31, 2024, the following persons own the number of Shares indicated in the below table. |
| Shares Beneficially Owned |
Name and Address | Number | | Percentage(1) |
Interested Trustees(2) | | | |
John R. Kline | 30,761.09 | | * |
Adam B. Weinstein | 53,579.36 | | * |
Independent Trustees(2) | | | |
Barbara Daniel | — | | — |
Daniel Hébert | — | | — |
John Malfettone | — | | — |
Executive Officers who are not Trustees(2) | | | |
Joseph W. Hartswell | — | | — |
Laura C. Holson | 20,581.89 | | * |
Kris Corbett | 2,100.00 | | * |
5% Holders | | | |
Steven Klinsky(3) | 6,017,787.95 | | 15.42% |
Western Conference of Teamsters Pension Trust Fund | 4,882,181.24 | | 12.51% |
DCM Investments LP NMPC | 3,449,158.67 | | 8.84% |
CCLF SPV LLC | 1,999,498.85 | | 5.12% |
DCM NMPC Fund LLC | 1,956,782.97 | | 5.01% |
All Trustees and Executive Officers as a group (8 persons)(2) | 107,022.34 | | * |
| (1) | Percentage of beneficial interest is based on 39,025,004.90 Shares outstanding as of December 31, 2024. |
| (2) | The address for all of the Fund’s executive officers and trustees is c/o New Mountain Private Credit Fund, 1633 Broadway, 48th Floor, New York, NY 10019. |
| (3) | Mr. Klinsky may be deemed to beneficially own Shares of the Fund as follows: (i) 2,290,651.44 Shares held directly, (ii) 3,676,696.51 Shares held directly by New Mountain GP Holdings LP, (iii) 40 Shares held directly by New Mountain Finance Advisers, LLC and (iv) 50,400 held in trusts established for the benefit of immediate family members for which Mr. Klinsky serves as trustee of the and, in such capacity, has investment and voting discretion over shares held by each trust. |
None of the Trustees or Executive Officers listed above intends to tender any Shares in the Offer. Addresses for each of the persons listed above are provided in Item 3.
(b) | Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. During the sixty (60) days prior to February 5, 2025, the Fund has issued to trustees an aggregate of approximately 107,022.34 shares for net proceeds of approximately $2,675,558.50. Except for foregoing, and based upon the Fund’s records and upon information provided to the Fund, there have not been any other transactions in Shares that as of February 5, 2025 were effected during such period by any of the trustees or executive officers of the Fund, the Adviser, any person controlling the Fund, any director or executive officer of any entity or other person ultimately in control of the Fund, any associate or minority-owned subsidiary of the Fund or any executive officer or trustee of any subsidiary of the Fund. |
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) | No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase. |
Item 10. Financial Statements.
(a) | The audited financial statements of the Fund for the period from August 19, 2024 (inception) to November 14, 2024 filed with the SEC on EDGAR on November 22, 2024 are incorporated herein by reference. The Fund will prepare and transmit to Shareholders the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. |
(b) | Not applicable. |
Item 11. Additional Information.
(a) | (1) | None. |
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| (2) | None. |
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| (3) | Not applicable. |
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| (4) | None. |
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| (5) | None. |
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(c) | | The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety. |
Item 12. Exhibits.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| NEW MOUNTAIN PRIVATE CREDIT FUND |
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| By: | /s/ John R. Kline |
| Name: | John R. Kline |
| Title: | President and Chief Executive Officer |
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Dated: February 5, 2025
EXHIBIT INDEX