SecProbe.io

July 24, 2014

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. 333-197004
Dear Mr. Mahon:
We have reviewed the registration statem ent for New Mountain Finance Corporation
(“NMFC" or “Fund”) filed on Form N-2 on J une 24, 2014, in connection with the shelf
registration of common stoc k, preferred stock, subscr iption rights, warrants, and debt securities.
 Our comments are provided below.  For c onvenience, 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 a ll similar disclosure appearing
elsewhere in the registration statement.

PROSPECTUS

Cover Page

1. The cover page provides a very brief descripti on of the Fund’s investme nt strategy.  In order
to enhance investor comprehension of the F und’s strategy, please expand the disclosure to
more fully convey in plain English the Fund’s st rategy, including a descri ption of the quality
of its investments ( e.g., below investment grade, “junk,” “distr essed debt,” etc.).  Please also
disclose the types of companies to which the Fund generally issues loans, as well as any
other information that would more  clearly convey to investors th e nature and character of the
Fund’s intended investments ( e.g., “predominantly speculative,” “difficult to value and
illiquid”).
 2. Please disclose, if true, that (i) the Fund invest s primarily in floating rate debt investments
that contain interest reset pr ovisions that may make it more difficult for the borrowers to
make debt repayments to the Fund if interest ra tes rise; and (ii) floati ng rate debt investments
will not pay down principal during their lifetime, which could result in a substantial loss to
the Fund if the portfolio company is unable to  refinance or repay the debt at maturity.

John J. Mahon, Esq.
July 24, 2014 Page 2

 Overview (Page 3)

3. The paragraph immediately following the orga nizational diagram on this page repeats the
Fund’s objective and brief strate gy, notes that in some cases  the Fund’s investments may
include equity interest, and then  states that “the primary focu s is in the debt of defensive
growth companies, which are defined as genera lly exhibiting the following characteristics:
(i) sustainable secular growth drivers, (ii) hi gh 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.”  Please disclose the types of industries or companies in which
the Fund generally invests, and consider addi ng additional disclosure regarding the Fund’s
investment strategy.

The Investment Adviser — Experienced Management Team and Established Platform (Page
6)
4. If accurate, please clarify that  the Investment Adviser’s te am members are jointly and
primarily responsible for the day-to-day mana gement of the Fund’s portfolio.  If Adam
Collins, who is a member of the Investment Committee, is also jointly and primarily responsible for day-to-day management of the portfolio, please disclose his business
experience.
Risks (Page 8)
5. In order to provide more context for the risk  disclosure, please disclose that the Fund
primarily buys debt that would be  rated below investment grade ( i.e., “junk”).
Investment Advisory Fees (Page 12)
6. Please disclose how derivatives are valued fo r purposes of calculating the advisory fees.
Also, please confirm that the Fund will not use the notional amount of derivatives for
purposes of calculating advisory fees.
Distributions (Page 13)
7. Please explain supplementally how the Fund intends to comply with its notification
obligations pursuant to Secti on 19(a) of the Investment Co mpany Act of 1940 (“Investment
Company Act”).
Risks Relating to Our Investments (Page 48)
8. Please disclose here that the loans the Fund makes to portfolio companies would be rated
below investment grade.

John J. Mahon, Esq.
July 24, 2014 Page 3

 Determination of NAV — Determinations in  Connection With Offerings (Page 143)
9. This section states that in connection with future offerings  of common stock, NMFC’s board
of directors or an authorized committee thereof will be required to make the determination that it is not selling shares of NMFC’s common stock at a pr ice below the then current net
asset value.  Please also include a statement that, in connection with sales of common stock,
the board or an authorized committee will dete rmine net asset value within forty-eight hours
prior to the date of the sale of common stock.  See Section 23(b) of the Investment Company
Act (applicable to BDCs through Secti on 63 of the Investment Company Act).
Plan of Distribution (Page 186)
10. Please confirm to us that NMFC will submit any underwritten offering to FINRA for its
prior approval of the underwriting terms.
PART C
Item 25.  Financial Statements and Exhibits

11. In your response letter,  please discuss NMFC’s plans to update all applic able financial
statements and other material information, as we ll as the auditor’s consent, for any takedown
of securities offered from this shelf registration statement.
 12. We note the entries in the Exhibit List for Fo rms of Prospectus Supplements for Preferred
Stock, Rights Offerings, Warrants Offerings, and Debt Securities Offerings.  Please provide
us with a representation that, if  the Fund determines to offer any type of debt that is different
(e.g., senior notes) from the types of debt for which the Fund has filed forms of prospectus
supplements, it will file a post-effective amendmen t to the registration statement that (i) must
be accelerated by the staff, and (ii) includes a fo rm of prospectus supplement with respect to
the new type of security.
 13. Page F-71 – New Mountain Finance Holdings  LLC (Operating Company) Consolidated
Statement of Assets, Liabilities and Members’ Capital.  In future financial statements, please include a line item for “Commitments and Cont ingencies” along with a reference directing
the reader to the related foot note in the Fund’s Notes to Fina ncial Statements (specifically
Note 9).  See Regulation S-X Rule 6-04.15.
 14. Page F-87 – New Mountain Finance Corporation - Statements of Changes in Net Assets.  In
future financial statements, please include th e character of the “Dividends declared” line
item.  See Regulation S-X Rule 6-09.3.
 15. Page F-133 – New Mountain Finance Corporatio n - Note 13 – Financial Highlights.  In
future financial statements, please include th e character of the “Dividends declared” line
item.  See General Instructi on 1 to Item 4 of Form N-2.

John J. Mahon, Esq.
July 24, 2014 Page 4

 GENERAL COMMENTS:

16. We note that portions of the filing are incomp lete.  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 in formation supplied supplementally, or on exhibits added in any
pre-effective amendments.
 17. 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.
 18. Please advise us if you have submitted or expect to submit an exemptive application or no-
action request in connection with  your registration statement.
 19. Response to this letter should be in the form of a pre-effective amen dment filed pursuant to
Rule 472 under the Securities Act.  Where no cha nge will be made in the filing in response to
a comment, please indicate this fact in a suppl emental letter and brie fly state the basis for
your position.
 20. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certa in that they have provided all information
investors require for an informed decision.  Since NFMC and its management is in
possession of all facts relating to the Fund’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the even t that NMFC requests acceleration of the
effective date of the pending registration statemen t, they should furnish a letter, at the time of
such request, acknowledging that

 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 NMFC from  full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 NMFC may not assert this action as defe nse 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

John J. Mahon, Esq.
July 24, 2014 Page 5

 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) 551-4447.

Sincerely,
        / s /  A m y  W .  M i l l e r
  Amy W. Miller
Senior Counsel
 cc: Michael Shaffer, SEC