SecProbe.io

May 27, 2015

John J. Mahon, Esq.
Sutherland Asbill & Brennan LLP     700 Sixth Street, NW, Suite 700 Washington, DC  20001-3980
Re: New Mountain Finance Corporation
File No. 333-203676
Dear Mr. Mahon:
We have reviewed the registration statemen t for New Mountain Fina nce Corporation (the
“Company”) filed on Form N-2 on April 27, 2015, in  connection with the shelf registration of
common stock, preferred stock, subscription rights, warrants,  and debt securities.
 Your letter of April 27, 2015 states that th e disclosure in the registration statement
contains no material changes from the disclosu re included in the Comp any’s shelf registration
statement on Form N-2 (File No. 333-197004) (the “pri or registration statement”), initially filed
with the Commission on June 24, 2014 and declared  effective, as amended, on September 18,
2014, except for (i) revisions reflec ting material developments rela ting to the Company since the
effective date of the prior registration statement and (ii) the inclusion of  annual audited financial
statements and related financial data for th e year ended December 31, 2014, together with
disclosure relating thereto.  We have afforded the registration statement a selective review in
response to your request, and in accordance wi th Securities Act Release No. 6510 (Feb. 15,
1984).
 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

Prospectus Summary — Overview (Pages 2-4)

1. The second full paragraph on page 3 states th at the Company has established two wholly-
owned subsidiaries, NMF Ancora and NMF YP, which serve as tax blocker corporations.
This section discloses that these subsidiaries are not consolidated for income tax purposes.
On page 72, however, the Company discloses that  these subsidiaries are consolidated for

John J. Mahon, Esq.
May 27, 2015 Page 2

 accounting purposes.  Please revise the disclosu re on page 3 to clarify that although the
subsidiaries are consolidated for accounting purposes, they will not be consolidated for
income tax purposes.  Please also confirm to us that any borrowings by either of these
subsidiaries will be treated as borrowings by the Company for purposes of the limitations on
indebtedness set forth in Section 61 of th e Investment Company Act of 1940 Act (“1940
Act”).  These comments apply equally to NMF QID, a wholly-owned s ubsidiary serving as a
tax blocker corporation, whic h is described on page 5.

Fees and Expenses (Pages 16-17)
 2. Please round all percentages in the fee table to the nearest hundredth of one percent.  See
General Instruction 3 to  Item 3 of Form N-2.
 3. Please confirm to us that the expenses of the NMFC Senior Loan Program I, LLC are
included in the fee table.

4. Footnote 4 to the fee table states that the base  management fee reflected in the fee table is
presented “net of the management fee waiver.”  The management fee should be presented net
of fee waivers only if the waiver is contractual an d will be in effect for at least one year from
the effective date of the Company’s prospectus.  If the waiver meets those conditions, please
show the base management fee on a gross basis and add a caption to the table indicating the
amount of the fee waiver.  Finall y, add a descriptive caption indicat ing that the fees are net of
a waiver, such as “Total Annual Fund Operating Expenses After Fee Waiver”.  If the waiver
does not meet the conditions above, please re vise the fee table to present the base
management fee on a gross basis a nd revise footnote 4 accordingly.
 Selected Financial and Other Data (Page 19)
 5. Please confirm to us that this  section will be updated for the quarter-ended March 31, 2015 in
the Company’s pre-effective amendment.

PART C
Item 25.  Financial Statements and Exhibits (Page F-12)
 6. Consolidated Schedule of Investments — Footnote  **.  The “**” footnote symbol indicates
assets that the Company deems to be "non-qua lifying assets" under Section 55(a) of the 1940
Act.  In future financial statements, pleas e disclose the percenta ge of the Company’s
investments that are “n on-qualifying assets.”
 Notes to Consolidated Financial Statements — Note 2 (Page F-26)
 7. Note 2 — Collateralized Agreemen ts or Repurchase Financings.  This paragraph states that
“[a]s of December 31, 2014, the Company held one collateralized agreem ent to resell with a

John J. Mahon, Esq.
May 27, 2015 Page 3

 carrying value of $30,000, collateralized by a se curity with a fair value of $30,000 and
guaranteed by the counterparty. The counterparty has the option to repurchase the collateral
from the Company at the par value of the collateralized ag reement within a year. The
collateralized agreement earns interest at a rate of 15.0% per annum as of December 31,
2014.”  Please disclose the name of the c ounterparty, and include a description of the
securities and related collateral subj ect to the repurchase agreements.  See Rule 12-12, n. 2 of
Regulation S-X.
 Notes to Consolidated Financial Statements — Note 9 (Page F-59)
 8. Note 9 — Commitments and Contingencie s.  Please note our position on unfunded
commitments, which are contractual obligati ons of the Company to make loans up to a
specified amount at future dates, and which may subject the Company to risks similar to
those created by standby commitment agreem ents.  Unfunded commitments, like standby
commitment agreements, may be senior secu rities under Section 18( g) of the 1940 Act,
which defines “senior security” to mean “any . . . obligation or instrument constituting a
security and evidencing indebtedness”.  See Investment Company Act Rel. No. 10666,
"Securities Trading Practices of Registered Investment Companies” (April 18, 1979).  We
consider unfunded commitments that specify an intere st rate to be senior securities subject to
the coverage requirements of Sections 18 a nd 61 of the 1940 Act, unless the Company has
segregated liquid assets equal to the marked-t o-market value of its unfunded commitments.
Please explain to us whether the Company cu rrently treats its unfunded commitments as
senior securities.  In your response, please ex plain whether the Compa ny currently segregates
liquid assets, or has borrowing capacity within its 200% asset coverage limitation, sufficient
to cover the value of its unfunded commitments .  After we review your response, we may
have additional comments.

GENERAL COMMENTS:
 9. 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.
 10. 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.
 11. Please advise us if you have submitted or expect to submit an exemptive application or no-
action request in connection with  your registration statement.
 12. 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

John J. Mahon, Esq.
May 27, 2015 Page 4

 a comment, please indicate this fact in a suppl emental letter and brie fly state the basis for
your position.
 13. 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 the Company and its management are in
possession of all facts relating to the Company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the event that the Company reque sts acceleration of
the effective date of the pending registration stat ement, it 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 the Company from full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the Company 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 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.
* * * * * * *

John J. Mahon, Esq.
May 27, 2015 Page 5

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 J. Shaffer, SEC