A. General Description of Advisory Firm
New Mountain Finance Advisers BDC, L.L.C. (“NMFA”), a Delaware limited liability company,
commenced operations in 2011 with an office in New York, New York. NMFA registered as an investment
adviser with the Securities and Exchange Commission on November 11, 2010.
The sole member of NMFA is New Mountain Capital Group, L.P. (together with its affiliates, including
NMFA, “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. Separately, New Mountain’s general partners are controlled by Steven B. Klinsky and are
ultimately owned by Steven B. Klinsky, other current and former New Mountain professionals and related
vehicles, and a minority investor. 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 private equity transaction. Mr. Klinsky founded the Firm in 1999.
NMFA currently provides discretionary investment management services to: New Mountain Finance
Corporation (“NMFC”), which trades publicly on the NASDAQ Global Select Market under the ticker
NMFC; New Mountain Guardian III BDC, L.L.C., (“GIII”); New Mountain Guardian IV BDC, L.L.C.
(“GIV”); New Mountain Guardian IV Income Fund, L.L.C. (“GIV Income”); and NMF SLF I, Inc. (“SLF
I, Inc.” and collectively with NMFC, GIII, GIV and GIV Income, the “Regulated Funds”). Each of the
Regulated Funds 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”). The Regulated Funds invest primarily in U.S. middle market businesses, which
we define as those businesses with annual earnings before interest, taxes, depreciation, and amortization
(“EBITDA”) between $10.0 million and $200.0 million. The Regulated Funds’ 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.
NMFA also provides discretionary investment management services to the following private credit funds:
New Mountain Guardian Partners II, L.P. (“Guardian II”), New Mountain Guardian Partners II Offshore,
L.P. (“Guardian Offshore”), New Mountain Guardian II Master Fund-A, L.P. (“Guardian II Master A”) and
New Mountain Guardian II Master Fund-B, L.P. (“Guardian II Master B”, and together with Guardian II,
Guardian Offshore and Guardian II Master A, the “Guardian Private Credit Clients”). Each Guardian
Private Credit Client invests primarily in a diversified portfolio of loans or bonds on a leveraged basis.
Affiliates of NMFA serve as the general partners of the Guardian Private Credit Clients (each a “Guardian
Private Credit Client GP” and together the “Guardian Private Credit Client GPs”).
In addition, NMFA also provides discretionary investment management services to New Mountain Net
Lease Partners, L.P. (“NMNLP I”) and New Mountain Net Lease Partners II, L.P. (“NMNLP II” and
together with NMNLP I, the “Net Lease Funds”, and the Net Lease Funds together with the Guardian
Private Credit Clients, the “Private Credit Clients”). The Net Lease Funds invest primarily in commercial
properties that are subject to “triple net” leases. Affiliates of NMFA serve as the general partners of the Net
Lease Funds (each a “Net Lease Fund GP” and together the “Net Lease Fund GPs”, and together with the
Guardian Private Credit Client GPs, the “Private Fund GPs”). Together, the Regulated Funds and the
Private Credit Clients are referred to herein as “Clients”.
As previously noted, the Private Fund GPs are controlled by Steven B. Klinsky and are ultimately
owned
by Steven B. Klinsky, other current and former New Mountain professionals and related vehicles and a
minority investor.
B. Description of Advisory Services, Investment Strategies & Types of Investments
NMFA provides discretionary investment management services to its Clients. In servicing Clients in
accordance with their individual objectives and strategies, the members of NMFA’s investment team have
access to the extensive and varied relevant experience of the investment professionals of New Mountain
Capital, L.L.C., an advisory affiliate of NMFA that specializes in private equity investing (“NMC”), and
our other advisory affiliates. We refer to the consolidated investment advisory business of NMFA and our
advisory affiliates as the “Firm”.
In providing advisory services to our Clients, NMFA is responsible for investigating, identifying and
evaluating investment opportunities, structuring, negotiating and making (or recommending, as applicable)
investments on behalf of our Clients, managing and monitoring the performance of such investments and
disposing (or recommending the disposition) of such investments. NMFA also manages the portfolio of
companies and other investments belonging to our Clients, including the purchase and disposition thereof.
NMFA provides investment management services in accordance with our Clients’ investment objective and
policies as stated in our Clients’ respective offering documents, investment advisory agreements, limited
partnership agreements, limited liability company agreements, and any other side letters or agreements that
are be entered into with each Client (collectively, “Governing Documents”) and, with respect to the
Regulated Funds, registration statements and public filings, including but not limited to current reports on
Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K (collectively, “Public
Disclosures” and together with Governing Documents, “Fund Documents”). Investment management
services are provided directly to Clients and not individually to investors in Clients. In the case of the
Regulated Funds, investment management services are subject to the oversight of the board of directors of
each Regulated Fund.
In addition to making debt and equity investments in middle-market companies as a BDC, NMFC was, but
is no longer, registered, as an investment adviser. NMFC provided investment advisory services to a
separate client that invested primarily in senior loans. Regardless of its status as an adviser, NMFC and our
other Clients will generally be permitted to co-invest in companies subject to the restrictions of the 1940
Act, which regulate transactions with certain affiliates. NMFC and our other Clients can generally co-invest
if the only term being negotiated is price, or if the proposed transaction is consistent with certain exemptive
relief, that was granted to NMFC and certain of its affiliates by the SEC on October 8, 2019 (the “Co-Invest
Order”), which superseded prior orders dated December 18, 2017 and June 5, 2017. The SEC granted
NMFC’s request to amend the Co-Invest Order on August 30, 2022, which amended the Co-Invest Order
to permit follow-on investments in existing portfolio companies with certain affiliates that are private funds
if such private funds did not hold an investment in such existing portfolio company. NMFC’s own
investment activities are managed by NMFA, and supervised by NMFC’s board of directors, a majority of
whom are independent of NMFA and its affiliates.
C. Tailoring to Individual Needs and Investment Restrictions
We tailor our investment advisory services to the individual needs of our Clients. Each Client’s Fund
Documents provide a detailed description of the Client's investment objectives, and any specific investment
guidelines, policies, or restrictions.
D. Wrap Fee Programs
NMFA does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, NMFA managed $9,711,575,609 of client regulatory assets under management
on a discretionary basis.