The primary business of New Mountain Credit CLO Advisers, L.L.C. (“NMCLO” or “New
Mountain”) is to act as the collateral manager to issuers of collateralized loan obligations backed
by debt obligations and similar assets (including short-term and long-term warehouse credit or
repurchase agreement facilities entered into to finance the preliminary accumulation and “ramp-
up” of assets comprising the initial pool of collateral securing any such issuer, as well as other
warehouse, repurchase or other credit facilities and/or special purpose vehicles, all of which are
collectively referred to herein as “CLOs”). NMCLO was organized in 2019 and is registered with
the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the
Investment Advisers Act of 1940, as amended (“Advisers Act”).
Each CLO is described and governed by a variety of documents, including: offering circular;
collateral management agreement; indenture; account agreement; note purchase or placement
agreement; subscription agreements; and other transaction documents (collectively, the “Governing
Documents”), that describe the roles of various persons involved in the CLO, establish NMCLO’s
authority to manage the CLO and the limits on that authority and set forth detailed eligibility criteria,
specifications and requirements regarding the types of investments and describes the overall
composition of the CLO’s portfolio (including by imposing, diversification, ratings and
concentration tests). While, in many cases, certain prospective investors in the CLO Securities (as
defined in Item 7, below) will influence the investment criteria, guidelines, and other terms set forth
in the final Governing Documents for the CLO, it is generally the case that NMCLO’s investment
advice will be limited to managing loans. Investment management services are provided directly to
CLOs and not individually to investors in CLOs.
NMCLO, a Delaware Series Limited Liability Company, has established multiple separate series
(each a “Series”) through which it conducts the following activities:
(i) collateral management
services for CLOs (the “Management Series”); (ii) EU risk retention “origination” activities
including, but not limited to, holding loans on its own account as an “originator” for purposes of the
EU Securitization Laws (as defined in Item 11, below) (an “Originator Series”); and (iii) owning
investments in the CLOs of which NMCLO is collateral manager including but not limited to EU
Retention Interests and the Preferred Return Notes and Performance Notes (each as defined in Item
11, below) issued by each CLO in respect of which NMCLO holds an EU Retention Interest (an
“Investment Series”). Some or all of the interests in each Series will be held by NMCLO or an affiliate
but third parties could be direct or indirect investors in any Series. Except as otherwise stated, the
activities of NMCLO as described herein are activities of the Management Series. NMCLO’s
principal owner and managing member is New Mountain Capital Group, L.P. (“NMC Group” and,
together with its affiliates, including NMCLO “New Mountain” or the “Firm”), whose ultimate
owners include Steven B. Klinsky, a minority investor, all of New Mountain’s Managing Directors
(currently, forty-three individuals) and related and other vehicles. Despite Mr. Klinsky’s controlling
and ownership positions, all of New Mountain’s team members broadly share in the economics of the
Firm through the receipt of “carry” or “phantom carry” in every New Mountain transaction. Mr.
Klinsky founded the Firm in 1999. Collectively, New Mountain manages or advises various types of
investment advisory clients including public and private equity funds, private credit funds, and
publicly traded and private business development companies (“Clients”).
NMCLO commenced operations in 2020 and as of the date of this brochure provides discretionary
management services to New Mountain CLO 1 Ltd, New Mountain CLO 2 Ltd, New Mountain
CLO 3 Ltd, and New Mountain CLO 4 Ltd, each a “CLO” as defined above.
As of December 31, 2023, NMCLO had $1,855,497,084 of client regulatory assets under
management, on a discretionary basis.