SecProbe.io

June 22, 2012

John J. Mahon, Esq.
Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC  20004
Re: New Mountain Finance Corporation
File Nos. 333-180089 & 814-832  New Mountain Finance Holdings, LLC File Nos. 333-180690 & 814-839
Dear Mr. Mahon:
We have reviewed the registration statemen t for New Mountain Fina nce Corporation (the
"Fund") and New Mountain Finance Holdings, LLC  (the "Operating Company") filed on Form
N-2 on April 12, 2012, in connection the shelf regi stration of common stock of the Fund and the
registration of common stock of certain Selling Stockholders.  A request has been made for
selective review of the registrati on statement.  Based on our review  of the registration statement,
we have the following comments.  The captions  we use below correspond to the captions the
Fund uses in its registration statement.
PROSPECTUS:

Cover Page

1. The second paragraph states that the prospect us relates to the offe r of shares of common
stock by the Fund, and also to 23,646,902 shares of  common stock that may be sold by Selling
Stockholders.  Please explain to us  why it is appropriate to regi ster in the same registration
statement both (i) shares that wi ll be offered by the Fund in a dela yed offering and (ii)  shares
that will be offered on behalf of Selling Stockhol ders that will be offered in a continuous
offering.  In addition, please include on th e cover page the following information:

 An explanation of how investors will know  whether the shares are offered by the
Fund or by Selling Stockholders;
 Based on current market prices, the approxima te dollar amount of shares that Selling
Stockholders are registering to be offered and sold;

John M. Mahon, Esq.
June 22, 2012 Page 2

  A statement that the Fund will not recei ve any proceeds from sales by Selling
Stockholders;
 A brief explanation as to how the Selli ng Stockholders acquired unregistered shares
(e.g., Selling Stockholders were investors in  a predecessor to the Fund and received
unregistered common shares of the Fund in exchange for the assets of the
predecessor); and
 Make clear whether offers by Selling Stockholders will be accompanied by a
prospectus supplement.
 2. The third paragraph disclose s that the offering price pe r share of the Fund’s common
stock generally will not be less th at the net asset value per share.  Please disclose that sales by
Selling Stockholders may occur at prices below net a sset value.  Please also disclose that sales by
Selling Stockholders may adversely affect the ma rket price of the commo n stock and may make
it more difficult for the Fund to raise capital.
Prospectus Summary — Overview (Page 1)

3. Please use for the various entities identified in the organizational diagram on page 3 the
same defined terms used elsewhere in the f iling. For example, for the entity New Mountain
Finance Holdings, LLC, please use the term “Operating Company.”
The Offering (Page 10)

4. The first paragraph of this section states that the Fund may issue shares of common stock
at a price below net asset value per share with the prior approval of the majority of the Fund’s
shareholders.  It is the position of the staff of the Division of I nvestment Management that prior
to selling shares of common st ock at a price below net asset value, a fund must amend its
registration statement to include , among other things, a table show ing the impact of dilution due
to issuance of shares at a price below net asset value.  Please  include an undertak ing in Part C of
the registration statement stating that if the Fund receives the re quired shareholder approval, it
will file a post-effective amendmen t to this registration statement prior to offering shares at a
price below net asset value.
Fees and Expenses (Page 15)

5. Inasmuch as the Fund has commenced operations and has incurred actual expenses, please delete “(estimated)” on the line item for “Other expenses”.  6. Footnote (2) to the fee table indicates that a prospectus supplement will disclose information concerning offering e xpenses.  Please make clear th at a prospectus supplement
relating to shares offered by Selli ng Stockholders will include an estimate the offering expenses
and disclose how much of these expenses will be paid by the Fund.

John M. Mahon, Esq.
June 22, 2012 Page 3

 7. The example to the fee table demonstrates the projected dollar amount of total cumulative
expenses that would be incurred over various peri ods with respect to an investment in the Fund,
assuming a 5% annual return.  Please add an add itional line item to the example showing the
costs that would be incurred if th e 5% return used in the example was made up entirely of capital
gains subject to the 20% incentive fee.

Price Range of Common Stock and Distributions (Page 53)

8. The columns reflecting the premium or di scount appear to sh ow the high and low market
prices  as percentages of the NAV.  Please revi se the table to show  the amount of the premiums
or discounts  as percentages of NAV.  See Instruction 4 to Item 8.5(b) of Form N-2.

Selling Stockholders (Page 123)

9. The table for information regarding Selling St ockholders is incomplete.  Please inform us
whether the table will be completed in an amendm ent to the registration statement, or whether
the table will be completed in one  or more prospectus supplements. See Item 6 of Form N-2
(requiring funds to provide the information about selling shareholders re quired by Item 507 of
Regulation S-K).  In addition, as required by Item 507 of Regul ation S-K, please "indicate the
nature of any position, office, or other material  relationship which the selling security holder has
had within the past three years with the registrant or any of its predecessors or affiliates."
Alternatively, please confirm that this informa tion is not applicable to any of the Selling
Stockholders.  10. Please provide us with a lega l analysis as to whether the offering is a secondary offering
or is a primary offering indirectly on behalf of  the Fund.  In your analysis, please address the
factors set forth in paragraph 612.09 of the Divi sion of Corporation Finance's Compliance and
Disclosure Interpretations (http://www.sec.gov/ divisions/corpfin/guida nce/securitiesactrules-
interps.htm).  In your analysis, please address each of the following factors:

 How long the Selling Stockholders have held the shares;
 The circumstances under which they received them;
 Their relationship to the Fund;
 The amount of shares involved;
 Whether the Selling Stockholders are in the business of underwriting securities; and
 Any other circumstances relevant to whether a Selling Stockholder is  acting as a conduit
for the Fund.
 We may have additional comments after reviewing your response.

Index to Audited Financia l Statements (Page F-1)

11. Please update the financial statements to in clude interim unaudited financial statements.
See Rule 3-.12 of Regulation S-X.

John M. Mahon, Esq.
June 22, 2012 Page 4

 PART C — OTHER INFORMATION:

Item 25 Financial Stat ements and Exhibits

12. Exhibit l on page C-3 provides that a legality  opinion will be filed by amendment.  Please
confirm to us that a legality opinion will be file d as a post-effective amendment with respect to
each takedown of shares from the shelf.  See Staff Legal Bulletin No. 19 (CF) (Oct. 11, 2012),
text at note 26.

GENERAL COMMENTS:
 13. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.  14. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.  15. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective in reliance on Rule 430A under the Securities Act
of 1933 ("Securities Act"), pleas e identify the omitted inform ation to us supplementally,
preferably before filing the final pre-effective amendment.  16. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statement.
 17. Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made in the filing in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.  18. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the Fund  and its management are in possession of all
facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that

John M. Mahon, Esq.
June 22, 2012 Page 5

  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the F und from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as de fense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
* * * * * * *
 If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6945.

Sincerely,

  John M. Ganley
Senior Counsel