SecProbe.io

July 26 , 2013

John J. Mahon , Esq.
Sutherland Asbill & Brennan  LLP
700 Sixth Street, NW, Suite 700
Washington, District of Columbia  20001 -3980

Re: New Mountain Finance Corporation
File No . 333-189706

New Mountain Finance Holdings, LLC
File No . 333-189707

Dear Mr. Mahon :

We have reviewed the joint registration statement for New Mountain Finance
Corporation and New Mountain Finance Holdings, LLC (the "  Companies ") filed on Form N -2
on June 28 , 2013,  in connection with the shelf registration  of common stock, preferred stock,
subscription rights, warrants, debt securities, and units .

On behalf of the Companies, you requested by letter on the same date that the staf f of the
U.S. Securities and Exchange Commission (“SEC”) afford the registration statement  selective
review in accordance with Securities Act Rel ease No. 6510 (Feb. 15, 1984) .  Your letter asserts
that the disclosure contained in the registration statement  contains no material changes from the
disclosure included in the Companies’ joint registration statement on Form N -2 (File Nos. 333 -
185955 and 333 -185954) , effective Mar ch 1, 2013, except for:  (i) revisions reflecting material
developments relating to th e Companies since the effective date of the Prior Registration
Statement ; (ii) information specific to the terms and manner of certain additional types of
securities that may be offered pursuant to the Registration Statement ; and (iii) the inclusion of
annual audited financial statements and related financial data for the year ended Dec ember  31,
2012 and unaudited financial statements and related financial data for the period ended Mar ch
31, 2013 .

Pursuant to Rel ease No. 33 -6510 and in reliance on the representations contained in your
letter dated June 28, 2013, we performed a limited review of the registration statement  and have
provided our comments below . For convenience, we generally organized our comments using
headings, defined terms and page numbers found in the registration statement.  Where a
comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in
the registration statement .

John J. Mahon , Esq.
July 26 , 2013
Page 2

 PROSPECTUS

Fees and Expenses (Page 17)

1. We note the absence of the Acquired Fund Fees and Expenses (“AFFE”) line item from the
Fee Table.  Please confirm to us in your response letter that the Companies will not in the
upcoming year make investments that require disclosure of AFFE.  See Item 3,  Gen. Inst. 10.

Risk Factors  (Page 25)

2. Identify any sectors  in which the Companies are concentrated or expect to concentrate.  Also,
include sector -specific risk disclosure as applicable.

Description of our Units (Page 179)
3. Please expand the disclosure to describe the units  with specificity.  In particular, please
disclose whether: 1) any trading history and markets exist for Business Development
Company units; 2) units present any unusual or unique risks that potential purch ases should
be aware of; 3) units have any influence or relationship with the asset coverage requirements
of the Investment Company Act of 1940 ; 4) units will have trading symbols of their own
and/or whether holders will be able to trade the unit component s individually ; and/or 5) there
are any voting right issues or conflicts with respect to unit components.
Please also disclose : 1) how the Companies benefit  by issuing units; 2) how this benefit
differs from issuing the individual unit components; and 3) whe ther this benefit to the
Companies give s rise to any disadvantage for shareholders in purchasing units, when
compared to the individual components compris ing the units.
4. In your response letter, please fully explain to the staff how the offering price will be
allocated to the components of the units. Could the offering of units indirectly result in the
selling shares of common stock at a price below net as set value?  In your response letter,
explain whether the units may be structured so as to, in effec t, offer shares of the Companies’
common stock at a price below net asset value by lowering the price of the other securities
included in the unit.
Plan of D istribution (Page 211)
5. Please confirm to the staff in your response letter that the Companies  will submit any
underwritten offering to FINRA for its prior approval of the underwriting terms.

John J. Mahon , Esq.
July 26 , 2013
Page 3

 PART C

Item 25.  Financial Statements  and Exhibits

6. In your res ponse letter, discuss the Companies’  plans to update all applicable financial
statements and other material information, as well as the auditor’s consent, for any takedown
of securities offered from this shelf registration statement.   In addition, our accounting staff
has the following comments:

a) Page F -4, Consolidated Statement of Operations for New Mountain Finance
Holdings, L.L.C .  The administrative expenses and professional fees are presented “net”
of reimbursable expenses.  Regu lation S -X 6-07(g)(2) requires that these amounts be
disclosed on a “gross” basis with a related reduction shown separately below Total
Expenses.  Please revise.

b) Page F -32, Notes to Financial Statements, Note 2 (Summary of Significant Accounting
Policies,  Revenue Recognition, Interest Income).  Consider disclosing the amount of PIK
interest earned by the Fund during the period.

c) Page F -45, Notes to Financial Statements, Note 4 (Fair Value) .  The chart on Page F -
45 discloses that it uses “Market and Income”  approaches to value debt investments at
March 31, 2013.  Please disclose the dollar amount valued under each approach for each
category of investment ( i.e., market based first lien, income based first lien, market based
second lien, income based second li en, etc.).  The chart also discloses a range for EBITA
and Discount Rates used, please also include the average rate used for each measure.  See
ASU 2011 -04 (Topic 820).

d) Page F -51, Notes to the Financial Statements .  The first full paragraph discusses
various expenses that were waived as they exceeded the expense cap (“The Operating
Company incurred $829 in expenses in excess of the expense cap for the three months
ended March 31, 2013, of which $495 was receivable from an affiliate as of March 31,
2013 . The Operating Company incurred $550 in expenses in excess of the expense cap
for the three months ended March 31, 2012, of which $246 was receivable from an
affiliate as of March 31, 2012.”).  Please confirm that these waived expenses cannot be
recouped by the Adviser.

7. It appears that, in addition to the trust indenture that will be used with its prop osed debt
offerings, the Companies  should file in a pre -effective amendment, as an exhibit to the
registration statement, the Statement of Eligibility of Tr ustee on Form T -1.  As an alternative
to filing the Form T -1 in a pre -effective amendment, include the following undertaking under
Item 34 of Part C if the Companies intend  to rely on section 305(b)(2) of the Trust Indenture
Act of 1939 for determining the  eligibility of the trustee under indentures for securities to be
issued, offered, or sold on a delayed basis by or on behalf of the registrant:

John J. Mahon , Esq.
July 26 , 2013
Page 4

 “The undersigned registrant hereby undertakes to file an application for the
purpose of determining the elig ibility of the trustee to act under subsection (a) of
section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the Act. ”

8. It appears that the Companies  should file, as an exhibit to the registration statement, the form
of statement  of preferences that the Companies anticipate  entering into in respect of their
issuance of preferred stock.

9. Please file as an exhibit to your next pre -effective amendment an opinion, and related
consent, of counsel regarding the legality or the binding obligation, as applicable, pertaining
to each category of security being registered.  In this regard, it appears that since the terms of
the actual offerings from this registration statement  have not yet been authorized by the
Companies’  Board of Directors, it may be necessary for the Companies  to undertake to file
an unqualified legality or binding obligation opinion, as applicable, and related consent of
counsel, in a post -effective amendme nt with each takedown from this shelf registration
statement.  See generally  SEC Division of Corporation Finance Staff Legal Bulletin No. 19 ,
n. 26  (Oct. 14, 2011).

10. We note that the entries in the Exhibit List for Forms of Prospectus Supplements for
Preferred Stock, Rights Offerings, Warrants Offerings, Debt Securities Offerings, and Units
Offerings are asterisked with “* To be filed by amendment.”  Please confirm to us that you
will file such Forms of Prospectus as pre-effective amendments.

11. The Companies have stated they are going to register , among other securities, subscription
rights and units, which may consist of any two or more securities being registered or de bt
obligations of third parties.  Please include an undertaking that subscription rights and units
will not be offered or sold unless a post-effective amendment has been filed and declared
effective with respect to such securities.

GENERAL COMMENTS:

11. We note that portions of the filing are incomplete.  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 information supplied supplementally, or on e xhibits added in any
pre-effective amendments.

12. If you intend to omit certain information from the form of prospectus included with the
registration statement that is declared effective in reliance on Rule 430A under the Securities
Act of 1933 ("Securities Act") , please identify the omitted information to us supplementally,
preferably before filing the final pre -effective amendment.

13. Please advise us if you have submitted or expect to submit an exemptive application or no -
action request  in connection with your registration statement.

John J. Mahon , Esq.
July 26 , 2013
Page 5

14. Response to this letter should be in the form of a pre -effective 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 i ndicate this fact in a supplemental letter and briefly state the basis for
your position.

15. 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 Companies  and their management are
in possession of all facts relating to the Funds ’ disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the event the Companies  request acceleration of the
effect ive date of the pending registration statement, they should furnish a letter, at the time of
such request, acknowledging that

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 Companies  from full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the Companies may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United St ates.

 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Investment Management in connection
with our review of your filing or in response to our comments on your fili ng.

 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 acceleration are aware of their
respective responsibilities.  We will act on the request and , pursuant to delegated authority, grant
acceleration of the effective date.

* * * * * * *

John J. Mahon , Esq.
July 26 , 2013
Page 6

 If you have any questions prior to filing a pre -effective amendment, please call me at
(202) 551 -4447 .

Sincerely,

       /s/ Amy W. Miller

  Amy W. Miller
Senior Counsel

cc: Michael Shaffer, SEC