Item 1.01. Entry into a Material Definitive Agreement.
On
Sales of the Shares, if any, will be made under the prospectus supplement, dated
The Agents are not required to sell any specific number or dollar amount of common stock, but will use commercially reasonable efforts consistent with their sales and trading practices to sell the Shares. The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Distribution Agreement and reimbursement of certain expenses. The Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties and termination provisions.
Further details regarding the Distribution Agreement and the "at-the-market"
offering are set forth in the Prospectus filed by the Company with the
The foregoing description of the Distribution Agreement is not complete and is
qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. A copy of the opinion of
The Shares, if any, will be issued pursuant to the Company's shelf registration
statement on Form N-2 (File No. 333-238554), the prospectus, dated
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 2.02. Results of Operations and Financial Condition
On
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
On
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits. Exhibit Number Description 5.1 Opinion ofEversheds Sutherland (US) LLP 10.1 Equity Distribution Agreement, datedNovember 3, 2021 , by amongNew Mountain Finance Corporation ,New Mountain Finance Advisers BDC, L.L.C. , andNew Mountain Finance Administration, L.L.C. , on the one hand, andB. Riley Securities, Inc. andRaymond James, Inc. & Associates, on the other hand 23.1 Consent ofEversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto) 99.1 Press Release, datedNovember 3, 2021
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