SecProbe.io

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 [Eversheds Sutherland (US) LLP Letterhead]

 April 1, 2025

 Via EDGAR

 Chad Eskildsen

 Division of Investment Management,

 Disclosure Review and Accounting Office

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: New
Mountain Finance Corporation

 Dear Mr. Eskildsen:

 On behalf of
New Mountain Finance Corporation (the “ Company ”), set forth below is the Company’s response to the comment
of the staff of the Division of Investment Management (the “ Staff ”) of the Securities and Exchange Commission
(the “ SEC ”) that we received on March 5, 2025, in connection with the SEC’s review of the Company’s
reports filed pursuant to the Securities and Exchange Act of 1934, as amended, as required by Section 408 of the Sarbanes-Oxley Act of
2002, as amended. The Staff’s comment is set forth below and is followed by the Company’s response thereto. Capitalized terms
used in this letter but not otherwise defined herein have the meanings specified in the Company's Annual Report on Form 10-K for fiscal
year ended December 31, 2024 (the “ Form 10-K ”).

 The Staff refers to Note 13 to the Company’s consolidated
financial statements in the Form 10-K. Disclosure earlier in the Form 10-K states that the Company made return of capital distributions
during 2024. In future financial highlights please separately disclose the portion of distributions that are deemed a return of
capital. See Item 4 of Form N-2.

 Response : The Company
acknowledges the Staff’s comment and will disclose the portion of distributions that are deemed a return of capital in the financial
highlights in future filings.

 *	*	*

 If you have any questions or additional
comments concerning the foregoing, please contact the undersigned at (202) 383-0278.

 Sincerely,

 /s/ Payam Siadatpour

 Payam Siadatpour

 Cc: Joseph W. Hartswell, New Mountain Finance Corporation

 Steven B. Boehm, Esq., Eversheds
Sutherland (US) LLP

 Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

April 26, 2019

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: John Ganley, Esq.

Re:                             New Mountain Finance Corporation

Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2

Filed on April 26, 2019 (File No. 333-230326)

Dear Mr. Ganley:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully requests acceleration of effectiveness of Pre-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 (File No. 333-230326), including all amendments thereto (the “Registration Statement”), to 4:00 p.m., Eastern Time, on April 29, 2019 or as soon thereafter as possible.

NEW MOUNTAIN FINANCE   CORPORATION

  By:

/s/ Shiraz Y. Kajee

Shiraz Y. Kajee

Chief Financial Officer

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[Letterhead of Eversheds Sutherland (US) LLP]

April 26, 2019

VIA EDGAR

John Ganley, Esq., Senior Counsel

Chad Eskildsen, Senior Staff Accountant

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2

(File No. 333-230326)

Dear Messrs. Ganley and Eskildsen:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on April 15, 2019 with respect to the Company’s registration statement on Form N-2 (File No. 333-230326) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”), as filed with the Commission on March 14, 2019.  The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Registration Statement are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

Legal Comments

1.              Comment: The Staff refers to the disclosure on page 3 of the Prospectus under the subsection titled “Overview.” Please revise the second paragraph under this subsection to make it more readable, and make conforming changes throughout the Prospectus as necessary.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly throughout the Prospectus.

2.              Comment: The Staff refers to the disclosure on page 8 of the Prospectus under the subsection titled “Operating and Regulatory Structure.” Please add a brief explanation of what 150% asset coverage means in plain English, and make conforming changes throughout the Prospectus as necessary. The Staff suggests

adding the following in this regard: “150% asset coverage means that the Company can borrow $2 for every $1 of equity.”

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly throughout the Prospectus.

3.              Comment: The Staff refers to the disclosure in the second to last sentence of the first paragraph on page 13 of the Prospectus relating to the administrative expenses reimbursed to the Company’s administrator.  Please revise this sentence to read as follows (and make conforming changes throughout the Prospectus as necessary): “For the year ended December 31, 2018, we reimbursed our Administrator approximately $2.1 million for indirect administrative expenses that our Administrator did not waive, which represented approximately 0.09% of our gross assets.”

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly throughout the Prospectus.

4.              Comment: The Staff refers to the disclosure on page 18 of the Prospectus, which discloses two hypothetical expense examples. Please revise the captions to the calculations to clarify that the first example assumes a 5.0% annual return without realization of any capital gains and the second example assumes a 5.0% annual return completely in the form of net realized capital gains.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly.

5.              Comment: The Staff refers to the disclosure on page 23 of the Prospectus under the section titled “Restructuring.” Please consider adding a post-restructuring diagram of the Company or consider deleting the “Restructuring” section from the Prospectus.

Response:  The Company acknowledges the Staff’s comment and has deleted the “Restructuring” section from the Prospectus.

6.              Comment: The Staff refers to the risk factor on page 26 of the Prospectus titled “Global economic, political and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.” The second paragraph of this risk factor seems to focus only on domestic risks. Please separate the second paragraph into a separate risk factor with a heading that focuses on the U.S. legislative risks discussed in this paragraph or revise the heading of this risk factor to clarify that it addresses both global and domestic risks.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly.

7.              Comment: The Staff refers to the disclosure on pages 42 and 108 of the Prospectus, which lists all of the Company’s outstanding debt instruments in one paragraph. Please revise this disclosure to make it more readable, such as listing the debt instruments in a table or a list, and make conforming changes throughout the Prospectus as necessary.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly throughout the Prospectus.

8.              Comment: The Staff refers to the disclosure in the risk factor on page 47 of the Prospectus titled “Recent legislation allows us to incur additional leverage, which could increase the risk of investing in our securities.” Please revise the following disclosure to clarify that it refers to total assets: “the amount of debt may not exceed 66.7% of the value of our assets,” or revise this disclosure to indicate that the Company can borrow $2 for every $1 of equity.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly.

9.              Comment: The Staff refers to the disclosure on page 69 of the Prospectus, which describes the Company’s top five industry concentrations, one of which is investment funds. Please clarify that the investment fund industry concentration includes the Company’s investments in its joint ventures, and make conforming changes throughout the Prospectus as necessary.

Response:  The Company acknowledges the Staff’s comment and has revised the requested disclosure accordingly throughout the Prospectus.

Accounting Comments

10.       Comment: The Staff refers to the footnotes to the Portfolio Companies table on page 127 of the Prospectus. Please add the following sentence from page F-20 of the Prospectus to the end of footnote **: “As of December 31, 2018, 13.5% of the Company’s total investments were non-qualifying assets.”

Response:  The Company acknowledges the Staff’s comment and has added the requested disclosure accordingly.

11.       Comment: The Staff refers to the disclosure under “Note 9. Commitments and Contingencies” on page F-88 of the Prospectus.  Please inform the Staff which line item in the Company’s Consolidated Statement of Assets and Liabilities contains the $6 million payable related to the settlement agreement with a trustee of Black Elk Energy Offshore Operations, LLC described in the fourth paragraph of Note 9.

Response:  The Company advises the Staff on a supplemental basis that the $6 million payable related to the settlement agreement with a trustee of Black Elk Energy

Offshore Operations, LLC is included in the “Other liabilities” line item in the Company’s Consolidated Statement of Assets and Liabilities.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0815 or Steven B. Boehm at (202) 383-0176.

Sincerely,

/s/   Vlad M. Bulkin

Vlad   M. Bulkin

cc:                                Shiraz Kajee / New Mountain Finance Corporation

Karrie Jerry / New Mountain Finance Corporation

Steven B. Boehm / Eversheds Sutherland (US) LLP

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[Letterhead of Eversheds Sutherland (US) LLP]

March 14, 2019

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2

Filed on March 14, 2019

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s shelf registration statement on Form N-2, filed with the Commission on March 14, 2019 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in Post-Effective Amendment No. 2 to the Company’s shelf registration statement on Form N-2 (File No. 333-218040) (the “Prior Registration Statement”), which was filed with the Commission on July 12, 2018 and declared effective on July 13, 2018, except for (i) revisions reflecting the material developments relating 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 the year ended December 31, 2018, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact Vlad M. Bulkin at (202) 383-0815 or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:                                Vlad M. Bulkin

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[Letterhead of Eversheds Sutherland (US) LLP]

July 12, 2018

VIA EDGAR

Edward P. Bartz, Esq., Senior Counsel

Chad Eskildsen, Senior Staff Accountant

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Post-Effective Amendment No. 1 to Registration Statement on Form N-2

(File No. 333-218040)

Dear Messrs. Bartz and Eskildsen:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on April 18, 2018 and May 1, 2018 with respect to Post-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 (File No. 333-218040) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”), as filed with the Commission on March 28, 2018.  The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Registration Statement are referenced in the below responses, such revisions have been included in Post-Effective Amendment No. 2 to the Registration Statement, filed concurrently herewith.

Accounting Comments

Prospectus

1.              Comment:  The third full paragraph on page 3 of the Overview section of the Prospectus discloses the weighted average yield to maturity at cost exclusive of the impact of the Company’s investments on non-accrual status. The Staff notes the following statement from the May 16, 2017 AICPA Expert Panel Minutes 4c. Portfolio Yield Disclosure in MD&A: “When business development companies (BDCs) are including portfolio yields in their financial results in the MD&A, those portfolio yields should be presented for the full portfolio and should not be limited

to income producing assets. If a BDC believes presenting portfolio yield of income producing securities is meaningful information to investors, it would not be precluded from including such yield, as long as it also includes the full portfolio yield.” Please add disclosure indicating the portfolio yields for the full portfolio, in accordance with the AICPA Expert Panel Minutes from May 16, 2017.

Response:  The Company advises the Staff on a supplemental basis that the weighted average annualized yield on income producing investments (i.e., excluding non-accrual debt investments) is the most commonly requested and used measure by which investors and research analysts project net investment income for the Company. In addition, it has significant relative value in measuring comparative yields and credit risk.  However, in response to the Staff’s comment, the Company confirms that in future quarterly reports on Form 10-Q, annual reports on Form 10-K, registration statements and prospectuses, if the Company discloses the weighted average annualized yield on income producing investments (i.e., excluding non-accrual debt investments), then the Company will also disclose the weighted average annualized yield on the entire portfolio.

2.              Comment:  The Company’s disclosure indicates that New Mountain Senior Loan Program II LLC (“SLP II”) represents approximately 4% of total assets of the Company. Please add the following disclosure related to SLP II:

a.              any holdings on non-accrual;

b.              any unfunded commitments related to the holdings; and

c.               a summary of the SLP II portfolio, including:

i.                 principal amounts;

ii.             weighted average interest rates;

iii.         total number of borrowers;

iv.           largest loan to a single borrower; and

v.               the total of the five largest borrowers.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will add the above-referenced disclosure in future quarterly reports on Form 10-Q, annual reports on Form 10-K, registration statements and prospectuses in response to the Staff’s comment.

3.              Comment: The disclosure in the Legal Proceedings section on page 113 of the Prospectus describes a net payment of $14.5 million made to a trustee of Black Elk Energy Offshore Operations, LLC (“Black Elk”) for settlement of a claim.  The Staff notes that Note 9 in the Notes to the Company’s Consolidated Financial Statements, “Commitments and Contingencies,” describes that four $3 million payments will be made through 2019. On a supplemental basis, please describe how the settlement payment is being accounted for and why there is no liability booked as of December 31, 2017 for the remaining $12 million to be paid. In your analysis, include any applicable references to U.S. GAAP.

Response:   The Company advises the Staff that for the  financial statements for the fiscal year ended December 31, 2017, the Company evaluated the factual and legal basis

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of the transactions among the Company, the private hedge fund that was the Company’s counterparty, and the trustee for Black Elk as integrated, in that they are all part and parcel of the same overall transaction in which the loan amount due was not repaid to the Company by the private hedge fund as required by the collateralized securities purchase and put agreement between the Company and the private hedge fund entered into in May 2013 (the “SPP Agreement”).  In this context, the Company determined the potential net impact of $2.3 million to the net asset value of the Company to be immaterial with respect to reinstating the SPP Agreement as an investment at fair value and recording the settlement liability on the statement of assets and liabilities. The Company determined that disclosure in accordance with the requirements of ASC450-20-50-4 was appropriate until such time as additional information becomes available on the outcome of the on-going litigation and liquidation process. The Company continues to monitor its rights and the fair value of the SPP Agreement and to the extent the impact is determined to be material in a future period, the Company will record the transactions in future financial statements.  The Company intends to continue to disclose in future financial statements the obligations under the settlement and will enhance its disclosure beginning with its quarterly report on Form 10-Q for the quarter ending June 30, 2018, including enhanced disclosure to the statement of assets and liabilities to specifically reflect the liabilities and the assets without the impact of netting, as under these circumstances netting is not appropriate under U.S. GAAP.

Financial Statements

4.              Comment: The Staff refers to the Company’s Consolidated Schedule of Investments. In future filings, please ensure the Company’s restricted securities are noted by an appropriate symbol per the requirements of footnote 8 to Rule 12-12 of Regulation S-X, including noting the acquisition dates.

Response:  The Company acknowledges the Staff’s comment and confirms to the Staff that it will add the above-referenced disclosure in its subsequent financial statements in response to the Staff’s comment.

5.              Comment: The Staff refers to the description of the collateralized agreement to resell (the “Agreement”) in Note 2 of the Notes to the Consolidated Financial Statements. On a supplemental basis, please provide a response to each of the following questions related to the Agreement:

a.              Please inform the Staff if the Agreement was entered into with a related party.

b.              Please inform the Staff of the type of collateral pledged in this arrangement and the fair value of such collateral.

c.               Please provide a U.S. GAAP analysis under ASC 860 of the breach of the Agreement by the private hedge fund, including the impact of the default on the transferor and the recognition of the collateral as of December 31, 2017.

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Response:   The Company advises the Staff that the Agreement was entered into with a private hedge fund, which is an unrelated third party. The Agreement was collateralized by a 12% interest bearing senior secured note of NorthStar GOM Holdings Group LLC (“NorthStar”). Given NorthStar’s bankruptcy, the Company has determined the collateral to currently have a nominal liquidation value.

The Company does not believe its rights provided under the Agreement have been fully exhausted.  The default did not release the collateral and provide the Company with full rights and title to the collateral.  In other words, if the private hedge fund cured the advance, the Company would have to return the collateral to the private hedge fund.  The Company still has a contractual right to the cash flows required under the Agreement which is evidenced by its rights in liquidation of the private hedge fund as a creditor.  As such, under ASC860-30-25-5c, the Company, as the secured party, was not required to recognize the collateral on its Statement of Assets and Liabilities as of December 31, 2017.  The conclusion is further supported by the following accounting guidance contained FAS140 Paragraph 242 - Collateral securing obligations in default 242:

Many respondents pointed out that collateral securing an obligation becomes the property of the secured party upon default on the secured obligation. A respondent argued differently, maintaining that a defaulting debtor does not relinquish control over the collateral until it no longer has an opportunity to redeem the collateral by curing the default. The Board agreed in Statement 125 that the secured party should recognize collateral, to the extent it has not already recognized the collateral, if the debtor defaults and is no longer entitled to redeem it.

The Company continues to monitor its rights under the Agreement and values the Agreement on a quarterly basis at fair value, with any change in value reflected in net change in unrealized appreciation (depreciation) on the Company’s Consolidated Statement of Operations. The Company will enhance its disclosure related to the Agreement beginning with its quarterly report on Form 10-Q for the quarter ending June 30, 2018.

6.              Comment: The Staff refers to Note 3 of the Notes to the Consolidated Financial Statements.  The Staff notes that the December 31, 2016 financial statements included in this Note a company description and summarized financial information for UniTek Global Services, Inc. On a supplemental basis, please explain why such information is not included in the December 31, 2016 financial statements for UniTek Global Services, Inc.

Response:    The Company advises the Staff that the Company evaluated its unconsolidated controlled portfolio companies under Regulation S-X Rules 3-09 and 4-08(g) as of December 31, 2017. As of December 31, 2017, UniTek Global Services, Inc. was not considered a significant subsidiary under these rules and therefore the company description and summarized financial information for UniTek was not included in the Form 10-K.

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Legal Comments

1.              Comment:  Please provide the Staff with a representation that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

Response:  The Company represents to the Staff on a supplemental basis that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

2.              Comment: Please confirm to the Staff that (a) concurrent with the filing of each prospectus supplement, an unqualified legality opinion and related consent of counsel will be filed with a post-effective amendment to the Registration Statement regarding each such future offering in the Company’s securities and (b) the Company will submit any underwritten offer to FINRA for its pre-approval of the underwriting terms.

Response: The Company will file as an exhibit to a pre-effective amendment to the Registration Statement the legality opinion regarding all securities being registered and a related consent of counsel. The Company confirms that, because the terms of the actual offerings from the Registration Statement are uncertain and not yet authorized by the Company’s Board of Directors, concurrent with the filing of each prospectus supplement the Company will file an unqualified legality opinion and a related consent of counsel with a post-effective amendment to the Registration Statement regarding each such future offering in the Company’s securities. The Company also confirms to the Staff that the Company will submit, or ensure that the applicable underwriter submits, any underwritten offering to the Financial Industry Regulatory Authority, Inc. for its prior approval of the underwriting terms.

3.              Comment: The Staff refers to the disclosure on page 6 of the Prospectus under subsection entitled “Operating and Regulatory Structure.” Please disclose that changing the asset coverage ratio would permit the Company to double its leverage, which would result in increased leverage risk and increased expenses. Please add similar disclosure in other parts of Registration Statement that contain discussion of the change in the asset coverage ratio.

Response:  The Company acknowledges the Staff’s comment and has added the requested disclosure to the Registration Statement.

*          *          *

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0815 or Steven B. Boehm at (202) 383-0176.

Sincerely,

/s/   Vlad M. Bulkin

Vlad   M. Bulkin

cc:                                Shiraz Kajee / New Mountain Finance Corporation

Karrie Jerry / New Mountain Finance Corporation

Steven B. Boehm / Eversheds Sutherland (US) LLP

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[Letterhead of Eversheds Sutherland (US) LLP]

May 7, 2018

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          New Mountain Finance Corporation

Preliminary Proxy Materials on Schedule 14A filed April 26, 2018

File No. 814-00832

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on May 4, 2018, with respect to the Company’s preliminary proxy materials on Schedule 14A (File No. 814-00832), filed with the Commission on April 26, 2018 (the “Proxy Materials”).  The Staff’s comments are set forth below and are followed by the Company’s responses.

1.

Please clarify in the second paragraph on page 4 of the Proxy Materials that the asset coverage ratio reduction doubles the amount of debt that BDCs may incur.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

2.

The Staff refers to the “Illustrations of the Effect of Lowering the Required Asset Coverage Ratio” section starting on page 4 of the Proxy Materials. With regard to this section:

·

Please add a table that shows the Company’s total assets, total debt outstanding, net assets and asset coverage ratio: (i) on an actual basis as of December 31, 2017, (ii) assuming that the Company incurred the maximum amount of borrowings that could be incurred under the 200% asset coverage ratio as of December 31, 2017, and (iii) assuming that the Company incurred the maximum amount of borrowings that could be incurred under the 150% asset coverage ratio as of December 31, 2017.

·

Please review the calculations to make sure that the numbers are accurate and revise accordingly, if necessary.

Edward P. Bartz, Esq.

May 7, 2018

Page 2

·

Please revise the presentation under the “Estimated Annual Expenses” subsection to add a third column that shows the actual expenses as of December 31, 2017 as well as revise the column headings to indicate that the 200% Asset Coverage Ratio is currently applicable to the Company and the 150% asset coverage ratio is proposed.

·

Please review the calculations in the “Example” under the “Estimated Annual Expenses” subsection to make sure that the numbers are accurate and revise accordingly, if necessary. Please also add a third example based on actual inputs as of December 31, 2017.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

3.

The Staff refers to the bullet point that appears at the bottom of page 7 of the Proxy Materials, which discusses the incentive fees payable to the Company’s investment adviser. Will an increase in borrowings due to a reduction in asset coverage make it easier for the investment adviser to surpass the hurdle necessary for the investment adviser to receive an incentive fee? If so, please disclose this in the Proxy Materials.

The Company advises the Staff on a supplemental basis that based on the investment adviser’s historical ability to consistently surpass the hurdle necessary for the investment adviser to receive an incentive fee, the Company does not believe that an increase in the Company’s borrowings will make it easier for its investment adviser to receive an incentive fee.

4.

Please revise the heading at the top of page 8 of the Proxy Materials to the following: “Risks Related to Approval of the Proposal Permitting the Company to Double Its Amount of Debt Incurrence.”

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0815 or Steven B. Boehm at (202) 383-0176.

Sincerely,

/s/ Vlad M. Bulkin

Vlad M. Bulkin

cc:          Karrie Jerry / New Mountain Finance Corporation

Shiraz Kajee / New Mountain Finance Corporation

Steven B. Boehm / Eversheds Sutherland (US) LLP

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Eversheds   Sutherland (US) LLP

700   Sixth Street, NW, Suite 700
   Washington, DC  20001-3980

March 28,   2018

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No.333-218040) Filed March 28, 2018

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford Post-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 (File No. 333-218040), filed with the Commission on March 28, 2018 (“Amendment No. 1”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in Amendment No. 1 contains no material changes from the disclosure included in the Company’s registration statement on Form N-2 (File No. 333-218040) (the “Initial Registration Statement”), initially filed with the Commission on May 16, 2017 and declared effective, as amended, on June 27, 2017, except for (i) revisions reflecting the material developments relating to the Company since the effective date of the Initial Registration Statement and (ii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2017, together with disclosure relating thereto.

If you have any questions or additional comments concerning the foregoing, please contact Vlad M. Bulkin at (202) 383-0815 or the undersigned at (202) 383-0176.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:           Vlad M. Bulkin

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

June 22, 2017

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Edward P. Bartz, Esq.

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 (File No. 333-218040)

Dear Mr. Bartz:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 1:00 p.m., Eastern Time, on June 27, 2017 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   Shiraz Y. Kajee

Shiraz   Y. Kajee

Chief   Financial Officer

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[Letterhead of Eversheds Sutherland (US) LLP]

June 22, 2017

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

New Mountain Finance Corporation

Registration Statement on   Form N-2

Filed on May 16, 2017 (File   No. 333-218040)

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on June 15, 2017, with respect to the Company’s registration statement on Form N-2 (File No. 333-218040), filed with the Commission on May 16, 2017 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

Accounting Comments

General

1.                                      Comment: Please explain the purpose of the POS EX filed by the Company on April 4, 2017 and why the audited financial statements for the fiscal year ended December 31, 2016 were not included in Part C — Item 25 of the POS EX filing. The POS EX filing includes an auditor’s report and an auditor’s consent, however, the audited financial statements for the fiscal year ended December 31, 2016 do not appear in the POS EX filing or in the prospectus supplement also filed on April 4, 2017 on Form 497.

Response: The Company advises the Staff that the POS EX filed by the Company on April 4, 2017 was filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “1933 Act”), solely for the purpose of filing exhibits to a registration statement in connection with an equity offering that the Company conducted. As explained in the note inside

that POS EX, no other parts of the registration statement were modified and, therefore, Part C — Item 25 was not updated to list the December 31, 2016 audited financial statements. However, the prospectus supplement that was also filed on April 4, 2017 on Form 497 does include the Company’s audited financial statements for the year ended December 31, 2016 (which appear right after page S-82). As a result, the Company had to file an auditor’s report and an auditor’s consent as exhibits to the April 4, 2017 POS EX filing.

2.                                      Comment: It appears that the December 31, 2015 audited financial statements that were included in the registration statement (File No. 333-213195) that was declared effective on October 7, 2016, became stale on May 1, 2017. Please confirm that the Company has not made a public offering of its shares after May 1, 2017 and will not make a public offering until the Company has an effective registration statement that includes updated financial statements.

Response: The Company confirms that it did not conduct any securities offerings after May 1, 2017 and does not intend to conduct a public offering of its securities until the Registration Statement is declared effective by the Commission. However, the Company notes that Section 10(a)(3) of the 1933 Act states that “when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use . . . .” Since the registration statement (File No. 333-213195) was declared effective on October 7, 2016, the Company can continue selling securities off of it until July 7, 2017, which is nine months after effectiveness, without having to update the registration statement with December 31, 2016 audited financial statements.

3.                                      Comment: The Staff refers to footnote 15 to the Company’s March 31, 2017 Schedule of Investments (page F-15), which refers to a “first lien last out term loan”.

·                  Please inform the Staff of the location in the Registration Statement that describes this type of investment (for example, unitranche loans and any agreements among lenders).

·                  Please inform the Staff of the accounting policy for these types of investments and explain how the valuation of these investments takes into account the payment prioritization/payment waterfalls.

·                  Please describe the impact of such co-lending arrangements on the calculation of interest income under the effective interest method.

·                  Please inform the Staff if any co-lenders subject to these investments are affiliates of the Company.

Response: The Company has added the above-referenced disclosure in response to the Staff’s comment. See pages 3, 68, 101, 105, 112 and the cover page of the Prospectus.

The Company also advises the Staff on a supplemental basis that it classifies this type of investment as a first lien loan on its Schedule of Investments and includes this type of investment in all of its disclosures regarding first lien loans. As this type of investment is limited in number and is not material in fair value relative to the Company’s total investments, the Company has not separately disclosed its first lien last out term loan investments.

At the time of closing this type of investment, an agreement among lenders is executed along with the credit agreement. In order to alleviate administrative burdens for the borrower, all parties typically agree to a single cash flow distribution from the borrower to the administrative agent, which then distributes accordingly to the respective lenders through the terms outlined in the agreement among lenders, as incorporated by reference in the executed credit agreement. The agreement among lenders further defines terms outlined in the credit agreement (e.g., first out and last out) and administratively allows the borrower to process one loan rather than having first lien and second lien loans.

The valuation methodology of a first lien last out investment is the same approach as the Company’s other debt investments. The Company uses a market based approach to assess the total enterprise value of the portfolio company in order to evaluate the enterprise value coverage of the Company’s debt investment.  After enterprise value coverage is demonstrated, an income based approach using a discounted cash flow analysis is employed to estimate the fair value of the investment.

Interest income is calculated the same as any of the Company’s other debt investments and is recorded on the accrual basis. The interest rate is determined according to the terms for the last out loan in the executed credit agreement and agreement among lenders.

None of the co-lenders subject to these investments are affiliates of the Company.

4.                                      Comment: The Staff refers to Note 9 - Commitments and Contingencies on page F-71. Please provide the Staff with a representation that the Company reasonably believes that its assets will provide adequate cover to allow it to satisfy all of its unfunded commitments. Also please provide a general explanation as to why the Company believes it can cover its unfunded commitments.

Response: The Company represents to the Staff on a supplemental basis that it has a reasonable belief that its assets will provide adequate coverage to satisfy all of its unfunded commitments because as of March 31, 2017 and December 31, 2016, respectively, the Company had sufficient cash and cash equivalents and borrowing capacity under the Company’s revolving credit facilities to cover the value of its unfunded commitments.

5.                                      Comment: The Staff refers to Note 13 — Financial Highlights on page F-159. Page F-155 discloses that the Company made return of capital distributions during the year ended December 31, 2016. Please explain why there are no return of capital distributions disclosed in Note 13 — Financial Highlights.

Response: The Company advises the Staff that Note 13 — Financial Highlights is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under GAAP, the Company had sufficient accumulated undistributed net investment income to cover distributions declared to stockholders. As discussed in Note 10 — Distributions, during the fiscal year ended December 31, 2016 the Company had differences

between its taxable income and its results of operations under GAAP, which resulted in a return of capital for income tax purposes.

6.                                      Comment: The Staff notes that New Mountain Net Lease Corporation (“NMNLC”) was formed in 2016. Please explain whether all related party agreements with regard to NMNLC have been filed. Please also represent to the Staff that the Company will file all related party agreements with regard to NMNLC when the Company’s investments held in NMNLC represent a material percentage of the Company’s gross assets.

Response: The Company advises the Staff on a supplemental basis that it believes that NMNLC’s agreements do not need to be filed as exhibits to the Registration Statement in view of the fact that: (i) NMNLC’s agreements are not material agreements of the Company and (ii) the Company’s investments held in NMNLC represent only approximately 1.4% of the Company’s gross assets as of March 31, 2017.  In addition, the Company provides further disclosure regarding NMNLC in its public filings, including in the Registration Statement, and the filing of NMNLC’s agreements as exhibits to the Registration Statement would not provide investors with any additional material information beyond the information that the Company already discloses about NMNLC. The Company also represents to the Staff that the Company will file all related party agreements with regard to NMNLC when the Company’s investments held in NMNLC represent a material percentage of the Company’s gross assets.

Legal Comments

7.                                      Comment: Please file new forms of prospectus supplements for each type of security that is being registered on the Registration Statement as exhibits to an amendment to the Registration Statement prior to requesting effectiveness of the Registration Statement.

Response: The Company has filed as exhibits to Pre-Effective Amendment No. 1 to the Registration Statement new forms of prospectus supplements for each type of security that is being registered on the Registration Statement.

8.                                      Comment: The cover page mentions debt securities. Please provide the Staff with a representation that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

Response: The Company represents to the Staff on a supplemental basis that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

9.                                      Comment: Please provide an undertaking on behalf of the Company to file an unqualified legality opinion and related consent of counsel in a post-effective amendment in connection with each future offering of the Company’s securities from the Registration Statement.

Response:  The Company has filed as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement the legality opinion regarding all securities being registered and a related consent of counsel. The Company acknowledges that, because the terms of the actual offerings from the Registration Statement are uncertain and not yet authorized by the Company’s Board of Directors, the Company will be required to file an unqualified legality opinion and a related consent of counsel in a post-effective amendment to the Registration Statement with each takedown from the Registration Statement.

10.                               Comment: The Staff refers to the disclosure regarding NMNLC in the third paragraph under “Prospectus Summary — Overview” on page 2 of the Prospectus. Given that on page 68 of the Prospectus under “Critical Accounting Policies” the Company indicates that NMNLC is a wholly-owned subsidiary, please clarify on page 2 of the Prospectus that NMNLC is a wholly-owned subsidiary of the Company.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment. See pages 2, 67 and 101 of the Prospectus.

11.                               Comment: As required pursuant to instructions 4 and 5 to Item 3 of Form N-2, please include the basis upon which the Dividend Reinvestment Plan (“DRIP”) expenses are imposed. In addition, the Staff believes that the Company must include the following fees in the row entitled “Dividend reinvestment plan fees” of the Fees and Expenses table per the requirements of Item 3 of Form N-2: “If a participant elects by written, telephone, or internet notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.” In addition, with regard to footnote 3 to the Fees and Expenses table, please explain to the Staff whether the de minimis expenses of the DRIP are stockholder transaction expenses or annual fund expenses.

Response:

The original footnote 3 to the row entitled “Dividend reinvestment plan fees” of the Fees and Expenses table on page 15 of the Registration Statement provided that:

The de minimis expenses of the dividend reinvestment plan are included in “other expenses.”

In response to the Staff’s comment, the Company proposes to revise the disclosure in footnote 3 as follows:

The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan. However, if a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares

held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. For additional information, see “Dividend Reinvestment Plan.”

In addition, the Company will modify the “Dividend reinvestment plan fees” line item of the Fees and Expenses table to reflect the $15.00 transaction fee discussed above.

Lastly, the Company advises the Staff that the de minimis expenses of the DRIP are part of the annual fund expenses, and not stockholder transaction expenses.

12.                               Comment: Please explain to the Staff whether NMFC Senior Loan Program I, LLC (“SLP I”) and NMFC Senior Loan Program II, LLC (“SLP II”) are treated as eligible portfolio companies for purposes of determining if SLP I and SLP II are considered qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Response:  The Company advises the Staff that SLP I and SLP II are not considered to be eligible portfolio companies because these entities would be investment companies but for the exemptions under Section 3(c) of the 1940 Act that they rely on and, therefore, SLP I and SLP II are non-qualifying assets under Section 55(a) of

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[Letterhead of Eversheds Sutherland (US) LLP]

May 16, 2017

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2

Filed on May 16, 2017

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s shelf registration statement on Form N-2, filed with the Commission on May 16, 2017 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Company’s shelf registration statement on Form N-2 (File No. 333-213195) (the “Prior Registration Statement”), initially filed with the Commission on August 18, 2016 and declared effective, as amended, on October 7, 2016, except for (i) revisions reflecting the material developments relating to the Company since the effective date of the Prior Registration Statement, (ii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2016, together with disclosure relating thereto, and (iii) the inclusion of unaudited financial statements and related financial data for the quarterly period ended March 31, 2017, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact Lisa A. Morgan at (202) 383-0523, Vlad M. Bulkin at (202) 383-0815, or the undersigned at (202) 383-0176.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                Lisa A. Morgan

Vlad M. Bulkin

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

October 6, 2016

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Edward P. Bartz, Esq.

Re:

New   Mountain Finance Corporation

Registration   Statement on Form N-2 (File No. 333-213195)

Dear Mr. Bartz:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 10 a.m., Eastern Time, on October 7, 2016 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   Shiraz Y. Kajee

Shiraz   Y. Kajee

Chief   Financial Officer

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[Letterhead of Sutherland Asbill & Brennan LLP]

October 5, 2016

VIA EDGAR

Edward P. Bartz, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2

Filed on August 18, 2016 (File No. 333-213195)

Dear Mr. Bartz:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on September 16, 2016, with respect to the Company’s registration statement on Form N-2 (File No. 333-213195), filed with the Commission on August 18, 2016 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

PROSPECTUS

General

1.                                      Comment: The cover page mentions debt securities. Please provide the Staff with a representation that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

Response: The Company represents to the Staff on a supplemental basis that the Company will not use the term “senior” with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

2.                                      Comment: Please provide an undertaking on behalf of the Company to file an unqualified legality opinion and related consent of counsel in a post-effective amendment in connection with each future offering of the Company’s securities from the Registration Statement.

Response:  The Company has filed as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement the legality opinion regarding all securities being registered and a related consent of counsel. The Company acknowledges that, because the terms of the actual offerings from the Registration Statement are uncertain and not yet authorized by the Company’s Board of Directors, the Company will be required to file an unqualified legality opinion and a related consent of counsel in a post-effective amendment to the Registration Statement with each takedown from the Registration Statement.

Prospectus Summary — Definitions (Page 2)

3.                                      Comment: Definition of “Unsecured Notes” refers to “senior unsecured notes”. Please disclose in this definition whether the Unsecured Notes are senior in priority to any other outstanding debt of the Company. If they are not, then please remove the term “senior” when describing these Unsecured Notes.

Response: The Company has revised the above-referenced disclosure to remove the term “senior” in response to the Staff’s comment. See page 2 of the Prospectus.

The Offering — Administrator (Page 13)

4.                                      Comment: Please disclose the amount, as a percentage of gross assets, paid by the Company to the Administrator on an annual basis, as reflected in the “Other Expenses” line item in the Fees and Expenses section of the Prospectus.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 14 of the Prospectus.

The Offering — Distributions (Page 13)

5.                                      Comment: Please disclose here that a return of capital is a return of a portion of an investor’s original investment in the Company and also disclose the short-term and long-term tax implications for investors from a return of capital.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 14 of the Prospectus.

Fees and Expenses (Pages 16-18)

6.                                      Comment: The bolded sentence below the first example on page 16 states that “The example and the expenses in the tables above should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.” In accordance with Instruction 11.d. to Item 3 of Form N-2, please revise this sentence to indicate that only the example, but not the expenses table, should not be considered a representation of future expenses, and that actual expenses may be greater or less than those shown in the example.

2

Response:  The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 17 of the Prospectus.

7.                                      Comment: The Staff refers to the following sentence in footnote 4 to the Fees and Expenses table: “The base management fee reflected in the table above is based on the six months ended June 30, 2016 and does not include any management fees waived.” Please clarify what is meant by “does not include any management fees waived.” Does this mean that the effect of the voluntary waiver is not reflected in the table or does it mean that the fees that were waived voluntarily have already been taken out of the amount of management fees? Also, with regard to the following sentence in footnote 4: “The base management fee net of the management fee waiver would be 2.69% for the six months ended June 30, 2016,” please state whether the percentage shown is based on net or gross assets and whether this is an annual rate.

Response:  The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 18 of the Prospectus.

8.                                      Comment: Please disclose in footnote 7 to the Fees and Expenses table how much of “Other expenses” percentage represents the payments under the Administration Agreement. In addition, the Staff refers to the following sentence in footnote 7 to the Fees and Expenses table: “This expense ratio does not include any expenses waived or reimbursed by the Administrator.” Please clarify whether this means that the effect of the waiver is not reflected in the table or whether it means that the expenses that were waived have already been taken out of the expense ratio reflected in the table.

Response:  The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 19 of the Prospectus.

Price Range of Common Stock and Distributions (Page 66)

9.                                      Comment:  Please put parentheticals around the word “Discount” in the headings of the “Price Range of Common Stock and Distributions” table and add a column to the right of the “Declared Distributions Per Share” column to disclose, in dollars, how much of those distributions represented a return of capital. If information regarding whether there was a return of capital in a particular period is not yet known, then provide an estimate of the return of capital amount for such period or indicate in a footnote that the amount of return of capital, if any, is not known yet for that period. If there was a return of capital in any prior periods disclosed in the “Price Range of Common Stock and Distributions” table then please change to “distributions” the current reference to “dividends” in footnote 5 to this table.

3

Response:  The Company has revised the above-referenced disclosure in response to the Staff’s comment to add parentheticals around the word “Discount” and to change “dividends” to “distributions.” See page 67 of the Prospectus. The Company advises the Staff that it has elected to determine whether it is required to send a notice to its stockholders in accordance with Section 19(a) of the Investment Company Act of 1940, as amended, on a tax basis and not on a book basis.  Such determination is made at the end of the applicable fiscal/tax year and the tax characteristics of any distributions paid in such year (including whether any portion of such distributions constitute a tax return of capital) are reflected in the Form 1099-DIVs that the Company sends to its stockholders at the beginning of the following fiscal/tax year.  Because the characteristics of the Company’s distributions are only known on an annual basis after the end of the applicable fiscal/tax year, the Company is not able to disclose how much of each quarterly distribution consisted of a return of capital, even for years for which tax returns have already been filed.  However, the Company has added footnotes to the “Price Range of Common Stock and Distributions” table that disclose how much of the distributions represented a tax return of capital on an annual basis for years for which such information is known.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) (Pages 76 -78 and 100)

10.                               Comment:  The Staff refers to the disclosure regarding NMFC Senior Loan Program I LLC (“SLP I”) on page 76 of the Prospectus. Please file as an exhibit to the Registration Statement the operating agreement for SLP I. See Item 601(b)(10) of Regulation S-K.

Response: The Company advises the Staff on a supplemental basis that, as discussed in the Company’s letter to the Staff, dated September 15, 2014, it believes that the operating agreement of SLP I does not need to be filed as an exhibit to the Registration Statement in view of the fact that: (i) the SLP I operating agreement is not a material agreement of the Company; (ii) SLP I is not a consolidated subsidiary of the Company; and (iii) the Company’s investment in SLP I represents approximately 1.4% of the Company’s gross assets as of June 30, 2016.  In addition, the Company provides extensive disclosure regarding SLP I in its public filings, including in the Registration Statement, and filing of the SLP I operating agreement as an exhibit to the Registration Statement would not provide investors with any additional material information beyond the information that the Company already discloses about SLP I.

11.                               Comment:  The Staff refers to the disclosure regarding NMFC Senior Loan Program II LLC (“SLP II”) on page 77 of the Prospectus. The Company has a 50% voting interest in SLP II and may commit up to 79.4% of SLP II’s equity. The design and purpose of SLP II appears to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Since the Company does not consolidate SLP II, please include more information about SLP II in the MD&A section and the notes to the financial statements. This information may include a detailed schedule of investments with the fair value of each investment, detailed information concerning the capital structure and leverage, the number of loans on non-accrual status and other material items regarding SLP II that would be helpful to understand the Company’s investment in SLP II.

4

Response: The Company confirms to the Staff that, going-forward, the Company will add the requested information regarding SLP II in the MD&A section and in the notes to the financial statements, starting with the quarterly report on Form 10-Q for the quarter ending September 30, 2016.

12.                               Comment:  The Staff refers to the disclosure regarding collateralized agreements or repurchase financings on page 78 of the Prospectus. This disclosure states that: “The collateralized agreement was called upon by us but the counterparty failed to repurchase the collateral at its par value in accordance with the terms of the collateralized agreement. As of June 30, 2016, litigation is on-going in the state of New York to resolve this matter.” Related to this, please confirm that the Company has made adequate disclosures in the financial statements related to any potential loss related to the failure of the counter-party to return the collateral. See ASC 450-20 Loss Contingencies.

Response: The Company confirms to the Staff that it has made adequate disclosures in the financial statements related to any potential loss related to the failure of the counter-party to return the above-referenced collateral as required by ASC 450-20 Loss Contingencies.

13.                               Comment:  The Staff refers to the disclosure regarding the Unsecured Notes on page 100 of the Prospectus. Please revise the disclosure to explain the meaning of “pari-passu” in plain English.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment. See page 101 of the Prospectus.

Financial Statements (Page F-74)

14.                               Comment: The Staff refers to Note 9 - Commitments and Contingencies. Please provide the Staff with a representation that the Company reasonably believes that its assets will provide adequate cover to allow it to satisfy all of its unfunded commitments. Also please provide a general explanation as to why the Company believes it can cover its unfunded commitments.

Response: The Company represents to the Staff on a supplemental basis that it has a reasonable belief that its assets will provide adequate coverage to satisfy all of its unfunded commitments because as of June 30, 2016 and December 31, 2015, respectively, the Company had sufficient cash and cash equivalents and borrowing capacity under the Company’s revolving credit facilities to cover the value of its unfunded commitments.

REGISTRATION STATEMENT - PART C

15.                               Comment: Please file new forms of prospectus supplements for each type of security that is being registered on the Registration Statement as exhibits to an amendment to the Registration Statement prior to requesting effectiveness of the Registration Statement.

5

Response: The Company confirms to the Staff that it will file new forms of prospectus supplements for each type of security that is being registered on the Registration Statement as exhibits to an amendment to the Registration Statement prior to requesting effectiveness of the Registration Statement.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176, Lisa A. Morgan at (202) 383-0523 or Vlad Bulkin at (202) 383-0815.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:                                Shiraz Kajee / New Mountain Finance Corporation

Karrie Jerry / New Mountain Finance Corporation

Lisa Morgan / Sutherland Asbill & Brennan LLP

Vlad Bulkin / Sutherland Asbill & Brennan LLP

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[Letterhead of Sutherland Asbill & Brennan LLP]

August 18, 2016

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation - Registration Statement on Form N-2

Filed on August 18, 2016

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s shelf registration statement on Form N-2, filed with the Commission on August 18, 2016 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Company’s shelf registration statement on Form N-2 (File No. 333-208622) (the “Prior Registration Statement”), initially filed with the Commission on December 18, 2015 and declared effective, as amended, on February 1, 2016, except for (i) revisions reflecting the material developments relating to the Company since the effective date of the Prior Registration Statement, (ii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2015, together with disclosure relating thereto, and (iii) the inclusion of unaudited financial statements and related financial data for the quarterly period ended June 30, 2016, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact Lisa A. Morgan at (202) 383-0523, Vlad M. Bulkin at (202) 383-0815, or the undersigned at (202) 383-0176.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:

Lisa   A. Morgan

Vlad   M. Bulkin

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[Letterhead of Sutherland Asbill & Brennan LLP]

February 1, 2016

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2

Filed on January 29, 2016 (File No. 333-208622)

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below is the Company’s response to the additional oral comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on February 1, 2016, with respect to Pre-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 (File No. 333-208622), filed with the Commission on January 29, 2016 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comment is set forth below and is followed by the Company’s response.

GENERAL COMMENT:

1.                                      We note your response to prior comment 4 set forth in the Company’s prior response letter, dated January 29, 2016. Please explain why the Company has a reasonable belief that its assets will provide adequate coverage to satisfy all of its unfunded commitments.

The Company represents to the Staff on a supplemental basis that it has a reasonable belief that its assets will provide adequate coverage to satisfy all of its unfunded commitments because as of September 30, 2015 and December 31, 2014, respectively, the Company had sufficient cash and cash equivalents and borrowing capacity under the Company’s revolving credit facilities to cover the value of its unfunded commitments.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Lisa A. Morgan at (202) 383-0523.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:                                Shiraz Kajee / New Mountain Finance Corporation

Karrie Jerry / New Mountain Finance Corporation

Lisa Morgan / Sutherland Asbill & Brennan LLP

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

January 29, 2016

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Amy W. Miller, Esq.

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 (File No. 333-208622)

Dear Ms. Miller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 4:30 p.m., Eastern Time, on February 1, 2016 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   Shiraz Y. Kajee

Shiraz   Y. Kajee

Chief   Financial Officer

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

December 18,   2015

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation - Registration Statement on Form N-2

Filed on December 18, 2015

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s shelf registration statement on Form N-2, filed with the Commission on December 18, 2015 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Company’s shelf registration statement on Form N-2 (File No. 333-203676) (the “Prior Registration Statement”), initially filed with the Commission on April 27, 2015 and declared effective, as amended, on June 4, 2015, except for (i) revisions reflecting material developments relating to the Company since the effective date of the Prior Registration Statement and (ii) the inclusion of unaudited financial statements and related financial data for the period ended September 30, 2015, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0523, or Steven B. Boehm at (202) 383-0176.

Sincerely,

/s/   Lisa A. Morgan

Lisa   A. Morgan

cc:                                Steven B. Boehm

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

June 3, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Amy W. Miller, Esq.

Re:

New   Mountain Finance Corporation

Registration   Statement on Form N-2 (File No. 333-203676)

Dear Ms. Miller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 4:30 p.m., Eastern Time, on June 4, 2015 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   David M. Cordova

David   M. Cordova

Chief   Financial Officer

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[Letterhead of Sutherland Asbill & Brennan LLP]

June 2, 2015

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 Filed on April 27, 2015

File No. 333-203676

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below is the Company’s response to the additional accounting comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on June 1, 2015 with respect to the Company’s registration statement on Form N-2 (File No. 333-203676), filed with the Commission on April 27, 2015 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comment is set forth below and is followed by the Company’s response.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Pages 75-76)

1.                                      NMFC Senior Loan Program I, LLC — The Company is the managing member in the NMFC Senior Loan Program I, LLC (“SLP I”) and the design and purpose of SLP I appears to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy.  Since the Company does not consolidate SLP I please include more information about SLP I in the MD&A and Notes to Financial Statements.  This information may include a detailed schedule of investments with the fair value of each investment, detailed information concerning the capital structure and leverage, the number of loans on non-accrual status and other material items of SLP I that would be helpful to understand the Company’s investment in SLP I.

The Company advises the Staff on a supplemental basis that, unlike the joint venture structures that have become more prevalent in the business development company space, the Company currently owns less than 25% of the economic and voting interests in SLP I.  In addition, the Company’s investment in SLP I in turn only represents approximately 1.6% of the

Company’s investment portfolio as of March 31, 2015.  In the more common joint venture structures, the business development company typically holds greater than 50% of the economic interests in the investment vehicle. Also, the Company does not intend to seek new investment capital for SLP I, so it is unlikely to grow as a percentage of the Company’s total investment portfolio in the future.

The Company believes that including the level of additional detail requested by the Staff with respect to an investment that represents only a small percentage of NMFC’s current investment portfolio could be confusing to investors, and potentially misleading. The Company notes that it already includes additional details on SLP I in both the notes to its financial statements and in its MD&A disclosure, though not the detailed portfolio information requested by the Staff.  The Company nonetheless believes that its current disclosure regarding SLP I should be sufficient to inform investors in view of the relatively small size of the Company’s investment in SLP I relative to its overall investment portfolio.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John Mahon / Sutherland Asbill & Brennan LLP

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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

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[Letterhead of Sutherland Asbill & Brennan LLP]

May 29,   2015

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 Filed on April 27, 2015

File No. 333-203676

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company in a letter, dated May 27, 2015, with respect to the Company’s registration statement on Form N-2 (File No. 333-203676), filed with the Commission on April 27, 2015 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Company’s responses.  Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

PROSPECTUS

Prospectus Summary — Overview (Pages 2-4)

1.                                      The second full paragraph on page 3 states that 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 accounting purposes. Please revise the disclosure 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 the Investment Company Act of 1940 Act (“1940 Act”). These comments apply equally to NMF QID, a

wholly-owned subsidiary serving as a tax blocker corporation, which is described on page 5.

The Company has revised the above-referenced disclosure in the Prospectus in response to the Staff’s comment.  In addition, the Company advises the Staff on a supplemental basis that it does not anticipate that these subsidiaries will have any borrowings given that they are tax blocker corporations. However, to the extent that these subsidiaries do have any borrowings in the future that are considered senior securities under the 1940 Act, the Company would treat such borrowings of these subsidiaries as borrowings of the Company for purposes of the limitations on indebtedness set forth in Section 61 of the 1940 Act.

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.

The Company has revised the above-referenced disclosure in the Prospectus in response to the Staff’s comment.

3.                                      Please confirm to us that the expenses of the NMFC Senior Loan Program I, LLC are included in the fee table.

The Company has revised the “Fees and Expenses” table to add an “Acquired Fund Fees and Expenses” line in response to the Staff’s comment.

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 and 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. Finally, add a descriptive caption indicating 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 revise the fee table to present the base management fee on a gross basis and revise footnote 4 accordingly.

The Company has revised the above-referenced disclosure in the Prospectus in response to the Staff’s comment.

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.

2

The Company advises the Staff on a supplemental basis that the “Selected Financial and Other Data” has been updated for the quarter-ended March 31, 2015 in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

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-qualifying assets” under Section 55(a) of the 1940 Act. In future financial statements, please disclose the percentage of the Company’s investments that are “non-qualifying assets.”

The Company confirms to the Staff on a supplemental basis that the Company will disclose the percentage of the Company’s investments that are “non-qualifying assets” in a footnote to the Consolidated Schedule of Investments of future financial statements. The Company has also added such disclosure in a footnote to the “Portfolio Companies” table in the Prospectus.

Notes to Consolidated Financial Statements — Note 2 (Page F-26)

7.                                      Note 2 — Collateralized Agreements or Repurchase Financings. This paragraph states that “[a]s of December 31, 2014, the Company held one collateralized agreement to resell with a carrying value of $30,000, collateralized by a security 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 agreement 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 counterparty, and include a description of the securities and related collateral subject to the repurchase agreements. See Rule 12-12, n. 2 of Regulation S-X.

The Company advises the Staff on a supplemental basis that, as of December 31, 2014, the Company held one collateralized agreement to resell with a carrying value of $30.0 million, collateralized by a second lien bond of Northstar GOM Holdings Group LLC with a fair value of $30.0 million and guaranteed by the counterparty, Platinum Partners Value Arbitrage Fund.  The Company also confirms to the Staff on a supplemental basis that the Company will disclose the name of the counterparty and include a description of the securities and related collateral subject to any repurchase agreements in a note to the Company’s future financial statements to the extent such repurchase agreements remain outstanding in the future.

Notes to Consolidated Financial Statements — Note 9 (Page F-59)

8.                                      Note 9 — Commitments and Contingencies. Please note our position on unfunded commitments, which are contractual obligations 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 agreements. Unfunded commitments, like standby

3

commitment agreements, may be senior securities 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 interest rate to be senior securities subject to the coverage requirements of Sections 18 and 61 of the 1940 Act, unless the Company has segregated liquid assets equal to the marked-to market value of its unfunded commitments. Please explain to us whether the Company currently treats its unfunded commitments as senior securities. In your response, please explain whether the Company 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.

The Company advises the Staff on a supplemental basis that as of March 31, 2015 and December 31, 2014, respectively, the Company had sufficient cash and cash equivalents, or borrowing capacity within its 200% asset coverage limitation, to cover the value of its unfunded commitments as of such dates.

GENERAL COMMENTS:

9.                                      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 exhibits added in any pre-effective amendments.

The Company acknowledges the Staff’s comment.

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.

The Company advises the Staff on a supplemental basis that it does not presently intend to omit information from the form of prospectus included with the Registration Statement that is declared effective in reliance on Rule 430A under the Securities Act.

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.

The Company advises the Staff on a supplemental basis that it does not presently intend to seek any exemptive or no-action relief in connection with the Registration Statement.

12.                               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 indicate this fact in a supplemental letter and briefly state the basis for your position.

4

The Company acknowledges the Staff’s comment and has reflected the changes referenced herein in Pre-Effective Amendment No. 1 to the Registration Statement.

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 certain that they have provided all information investors require for an informed decision. Since the Company and its management is 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.

The Company acknowledges the Staff’s comment.

14.                               Notwithstanding our comments, in the event that the Company requests acceleration of the effective 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 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 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 filing.

The Company acknowledges the Staff’s comment.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John Mahon / Sutherland Asbill & Brennan LLP

5

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[Letterhead of Sutherland Asbill & Brennan LLP]

April 27,   2015

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          New Mountain Finance Corporation - Registration Statement on Form N-2

Filed on April 27, 2015

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s shelf registration statement on Form N-2, filed with the Commission on April 27, 2015 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Company’s shelf registration statement on Form N-2 (File No. 333-197004) (the “Prior Registration Statement”), initially filed with the Commission on June 24, 2014 and declared effective, as amended, on September 18, 2014, except for (i) revisions reflecting material developments relating 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 the year ended December 31, 2014, together with disclosure relating thereto.

*    *    *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0515, or Steven B. Boehm at (202) 383-0176.

Sincerely,

/s/   John J. Mahon

John   J. Mahon

cc:

Steven   B. Boehm

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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

September 16, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Amy W. Miller, Esq.

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 (File No. 333-197004)

Dear Ms. Miller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 5:00 p.m., Eastern Time, on September 18, 2014 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   David Cordova

David   Cordova

Chief   Financial Officer

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[Letterhead of Sutherland Asbill & Brennan LLP]

September 15, 2014

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2

Filed on August 29, 2014 (File No. 333-197004)

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Fund”), pursuant to the discussion with the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on September 4, 2014 with respect to Pre-Effective Amendment No. 2 to the Fund’s registration statement on Form N-2 (File No. 333-197004), filed with the Commission on August 29, 2014 (the “Registration Statement”), the Fund hereby undertakes that, going forward, except to the extent expressly permitted under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder:

·                  The Fund will not (i) make any further investments in NMFC Senior Loan Program I LLC (“SLP I”) beyond those that the Fund is currently contractually obligated to make pursuant to SLP I’s limited liability company agreement (the “SLP I LLC Agreement”), or (ii) invest in any other private funds that are managed by the Fund and are not otherwise consolidated with and into the Fund;

·                  The Fund will not co-invest with SLP I;

·                  None of the investors in SLP I is a client of the Fund’s external investment adviser, New Mountain Finance Advisers BDC, L.L.C. (the “Adviser”), and none of the Adviser’s clients will be permitted to invest in SLP I; and

·                  The Fund will not conduct cross-trades with SLP I.

The Fund also advises the Staff on a supplemental basis that it believes that the SLP I LLC Agreement does not need to be filed as an exhibit to the Registration Statement in view of the fact that: (i) the SLP I LLC Agreement is not a material agreement of the Fund; (ii)  SLP I is

not a consolidated subsidiary of the Fund; (iii) the Fund’s investment in SLP I represents less than 1.0% of the Fund’s total portfolio as of June 30, 2014; and (iv) the Fund does not expect SLP I to represent more than 2.0% of its total portfolio once SLP I is fully ramped.  In addition, the Fund provides extensive disclosure regarding SLP I in its public filings, including in the Registration Statement, and filing of the SLP I LLC Agreement as an exhibit to the Registration Statement would not provide investors with any additional material information beyond the information that the Fund already discloses about SLP I.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John Mahon / Sutherland Asbill & Brennan LLP

2

CORRESP
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September 4, 2014

VIA EDGAR

David Joire, Esq.

Senior Counsel, Division of Investment Management

U. S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4720

Re:

New   Mountain Finance Corporation, et. al., 812-14279

On behalf of New Mountain Finance Corporation and the additional applicants (the “Applicants “), please find a copy of the above-referenced Second Amended and Restated Application for an Order under Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), for an exemption from Sections 18(a) and 61(a) of the 1940 Act (the “Amended and Restated Application”), which is marked to indicate changes made to the Application that was filed on June 25, 2014.

The Amended and Restated Application reflects changes made in response to the comments in your letter dated September 2, 2014 (the “Letter”), which sets forth the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The comments from the Letter are set forth below and each is followed by the Company’s response.

Terms used but not defined herein have the meaning ascribed to them in the Amended and Restated Application.

1.                                      On page 4, in the first sentence in the second paragraph, you state that New Mountain Finance SBIC submitted an application to the SBA for a license to operate as an SBIC on January 29, 2014.  On August 6, 2014, the Company filed a Form 8-K that states that on August 1, 2014, New Mountain Finance SBIC received approval for a license from the SBA to operate as a SBIC.  Please add this information to this paragraph.

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

2.                                      On page 4, you state that the Company is the sole member of the General Partner and the sole limited partner of New Mountain Finance SBIC by the

ATLANTA

AUSTIN

HOUSTON

NEW YORK

SACRAMENTO

WASHINGTON DC

Company. Please add a statement that the Company, directly or indirectly through the General Partner, wholly owns New Mountain Finance SBIC.

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

3.                                      On page 8, in footnote 4, please include citations to more recent precedent, e.g., In the Matter of Stellus Capital Investment Corporation, Investment Company Act Release Nos. 31160 (July 17, 2014) (notice) and 31206 (Aug. 12, 2014) (order).

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

4.                                      On page 8, in the last sentence under the caption “Conditions of Exemptive Order,” please insert the language in bold, below.  This language apparently was inadvertently dropped from the condition.

In determining whether the Company, New Mountain SBIC and any other SBIC Subsidiary on a consolidated basis have the asset coverage required by Section 18(a) (as modified by Section 61 (a)), any senior securities representing indebtedness ofNew Mountain SBIC or another SBIC Subsidiary if that SBIC Subsidiary has issued indebtedness that is held or guaranteed by the SBA shall not be considered senior securities and, for purposes of the definition of “asset coverage” in Section 18(h), shall be treated as indebtedness not represented by senior securities.

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

*                                         *                                         *                                         *                                         *

2

Please call me at (202) 383-0176 if you have any questions or wish to discuss our responses.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:                                Jim Curtis, Branch Chief

Robert A. Hamwee, New Mountain Finance Corporation

Cynthia M. Krus, Esq., Sutherland Asbill & Brennan LLP

3

File No. 812-14279

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FIRSTSECOND AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 (“1940 ACT”) GRANTING EXEMPTIONS FROM SECTIONS 18(a) AND 61(a) OF THE 1940 ACT

NEW MOUNTAIN FINANCE CORPORATION

NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.

NEW MOUNTAIN FINANCE SBIC, L.P.

AND

NEW MOUNTAIN FINANCE SBIC G.P., L.L.C.

787 SEVENTH AVENUE, 48TH FLOOR

NEW YORK, NY 10019

(212) 720-0300

All Communications, Notices and Orders to:

Robert A. Hamwee

President and Chief Executive Officer

New Mountain Finance Corporation

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

Copies to:

Steven B. Boehm, Esq.

Cynthia M. Krus, Esq.

Sutherland Asbill & Brennan LLP

700 Sixth Street, NW

Washington, DC 20001

(202) 383-0100

June 25September 4, 2014

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

In the Matter of:

)

FIRSTSECOND AMENDED AND   RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTION 6(c) OF THE   INVESTMENT COMPANY ACT OF 1940 (“1940 Act”) GRANTING EXEMPTIONS FROM SECTIONS   18(a) AND 61(a) OF THE 1940 ACT

)

)

NEW   MOUNTAIN FINANCE  CORPORATION

)

NEW   MOUNTAIN FINANCE ADVISERS  BDC, L.L.C.

)

NEW   MOUNTAIN FINANCE SBIC, L.P.

)

And

)

NEW   MOUNTAIN FINANCE SBIC G.P.,  L.L.C.

)

)

)

787   Seventh Avenue, 48th Floor

)

New   York, NY 10019

)

)

)

File   No. 812-14279

)

Investment   Company Act of 1940

)

New Mountain Finance Corporation, a Delaware corporation (the “Company”), New Mountain Finance Adviser BDC, L.L.C., a Delaware limited liability company (the “Adviser”), New Mountain Finance SBIC, L.P. (“New Mountain SBIC”) and New Mountain Finance SBIC G.P., L.L.C. (“General Partner”) (collectively the “Applicants”), respectfully request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”),(1) granting exemptions from Sections 18(a) and 61(a) thereunder.  The relief requested in this application (the “Application”) would permit the Company to adhere to a modified asset coverage requirement under Section 61 of the 1940 Act with respect to any direct or indirect wholly owned subsidiary of the Company that is licensed by the Small Business Administration (“SBA”) to operate under the Small Business Investment Act of 1958 (“SBA Act”) as a small business investment company (“SBIC”) and relies on Section 3(c)(7) for an exemption from the

definition of “investment company” under the 1940 Act (each, an “SBIC Subsidiary” and, collectively, the “SBIC Subsidiaries”).

All existing entities that currently intend to rely on the Order have been named as Applicants, and any other existing or future entities that may rely on the Order in the future would comply with the terms and condition of the Application.

I.                STATEMENT OF FACTS AND BACKGROUND

A.            The Company

The Company, a Delaware corporation organized in June 2010, is an externally managed, closed-end, non-diversified business development company(2) (“BDC”).  On May 19, 2011 the Company a filed Form N-54A with the Commission, electing to be treated as a BDC under the 1940 Act.

The Company is externally managed and advised by the Adviser.  The Company’s principal place of business is 787 7th Avenue, 48th Floor, New York, NY 10019.

As discussed above, and in connection with its IPO, on July 22, 2010 the Company filed a registration statement on Form N-2 (File No. 333-168280) (the “N-2”) and on May 19, 2011 filed a notice under Form N-54A of its election to be regulated as a BDC within the meaning of Section 2(a)(48) of the 1940 Act.  The N-2 was declared effective on May 19, 2011. On May 19, 2011, the Company filed a registration statement on Form 8-A to register its common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, the Company is subject to the periodic reporting requirements under Section 13(a)

(1)  Unless otherwise indicated, all section references herein are to the 1940 Act.

(2)  Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities.

of the Exchange Act.  On May 25, 2011, the Company completed its IPO.  The Company’s common stock is traded on the New York Stock Exchange under the symbol “NMFC.”

The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, including first and second lien debt, notes, bonds and mezzanine securities. In some cases, the Company’s investments may also include small equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high 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.

The Company’s board of directors (the “Board”) consists of seven members, four of whom are not “interested persons” of the Company within the meaning of Section 2(a)(19) of the 1940 Act.

B.            The Adviser

The Adviser serves as the external investment adviser to the Company.  The Adviser was formed in 2010. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.  The Adviser manages the Company’s investment activities pursuant to an investment advisory agreement with the Company that satisfies the requirements of Sections 15(a) and (c) of the 1940 Act. Subject to the overall supervision of the Board, the Adviser will serve as the investment manager to New Mountain SBIC and the investment and exit decisions and day-to-day investment activities of New Mountain SBIC will be managed by members of the Adviser’s senior management.

C.            General Partner

The General Partner was organized as a limited liability company under the laws of the state of Delaware on January 24, 2014.  The General Partner is the sole general partner of New Mountain SBIC and the Company is the sole member of the General Partner.  The General Partner may serve as the general partner of future SBIC Subsidiaries.

D.            New Mountain SBIC

New Mountain SBIC formally submitted an application to the SBA for a license to operate as an SBIC on January 29, 2014 and the application was accepted for filing on February 18, 2014.  On August 1, 2014, New Mountain SBIC received approval for a license from the SBA to operate as a SBIC.  New Mountain SBIC was organized as a limited partnership under the laws of the state of Delaware on January 24, 2014.

The Company is the sole limited partner of the SBIC.  The Company, directly or indirectly through the General Partner, wholly owns New Mountain SBIC.  New Mountain SBIC is not registered under the 1940 Act as it relies on the exclusion from the definition of investment company contained in Section 3(c)(7) of the 1940 Act.  The Company’s primary focus is on investments in defensive growth companies and industries, as defined above.  New Mountain SBIC will employ the same strategy and philosophy.

Due in part to the increase in the maximum amount of SBIC leverage available to associated(3) SBIC funds, the Company may form a second SBIC Subsidiary to fully utilize maximum available funding. Additionally, if future legislation or SBA regulations increase the current $225 million funding limit for two or more SBICs under common control, it may again be necessary or advisable to establish more than two SBIC Subsidiaries to fully utilize available

(3)  The SBA defines “associate” as “any Person that directly or indirectly Controls, or is Controlled by, or under Common Control with, a licensee.” 13 C.F.R § 120.10 (2013).

funding. Applicants seek for this Order’s exemptive relief to extend to additional SBIC Subsidiaries so that they may rely on the Order in the future without requiring additional exemptive relief. Further, Applicants may seek additional SBIC licenses for future Subsidiaries after the SBIC license of a current SBIC Subsidiary expires. Each SBIC Subsidiary has an initial ten-year life (with provision for the general partner of each SBIC Subsidiary to extend the life of such SBIC Subsidiary for one or more additional years in the event that all of such SBIC Subsidiary’s investments have not been exited by the end of the tenth year). Applicants do not currently anticipate any of the SBIC Subsidiaries operating without SBA funding or guarantees.  The financial statements of all SBIC Subsidiaries will be consolidated with the Company’s financial statements.

As an SBIC, New Mountain SBIC and any other future SBIC Subsidiary, will be examined periodically by the SBA’s staff to determine its compliance with SBIC regulations. In addition, each SBIC Subsidiary will be audited on an annual basis by a third-party accounting firm. SBICs are designed to stimulate the flow of capital to eligible small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $18 million and have average net income after federal taxes not exceeding $6 million for the two most recent fiscal years. In addition, an SBIC must devote generally at least 25 percent of its investment activity to “smaller” enterprises as defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6 million and has average net income after federal taxes not exceeding $2 million for the two most recent fiscal years. SBA regulations also provide alternative size criteria to determine eligibility, which depend on the industry in which the business is engaged and typically include such factors as number of employees or annual receipts. According to SBA regulations, SBICs may make long-term loans

to small businesses or invest in the equity securities of such businesses. In addition to size criteria, SBA regulations also contain other limitations, including limits related to permitted industries, terms of investment, conflicts of interest and co-investments.

II.           REQUESTED RELIEF

A.            Sections 6(c) and 18

1.                                              Section 6(c).  Section 6(c) authorizes the Commission to exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of the 1940 Act or of any rule or regulation thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act.

2.                                              Section 18.  Section 18(a) prohibits a registered closed-end investment company from issuing any class of senior security or selling any such security of which it is the issuer, unless it complies with the asset coverage requirements set forth in that section.  “Asset coverage” is defined in Section 18(h) to mean, with respect to a class of senior security representing an indebtedness of an issuer, the ratio that the value of the total assets of an issuer, less all liabilities and indebtedness not represented by senior securities,

CORRESP
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NEW MOUNTAIN FINANCE CORPORATION

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

September 3, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Amy W. Miller, Esq.

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 (File No. 333-197004)

Dear Ms. Miller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation (the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 12:00 p.m., Eastern Time, on September 5, 2014 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 Company from its 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.

NEW   MOUNTAIN FINANCE CORPORATION

By:

/s/   David Cordova

David   Cordova

Chief   Financial Officer

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

August 29, 2014

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2

Filed on August 20, 2014 (File No. 333-197004)

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Fund”), set forth below are the Fund’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Fund on August 22, 2014 and August 25, 2014, with respect to Pre-Effective Amendment No. 1 to the Fund’s registration statement on Form N-2 (File No. 333-197004), filed with the Commission on August 20, 2014 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Fund’s responses.  Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 2 to the Registration Statement, filed concurrently herewith.

Determination of NAV — Determinations in Connection With Offerings (Page 143)

1.                                      We note your response to prior comment 9 set forth in the Staff’s letter, dated July 24, 2014 (the “Prior Letter”). Please clarify that, in connection with sales of common stock, the board or an authorized committee will make a good faith determination that it is not selling shares of the Fund’s common stock at a price below the net asset value of the Fund’s common stock as of a time within forty-eight hours (excluding Sundays and holidays) prior to the sale of the Fund’s common stock. See Section 23(b) of the Investment Company Act (applicable to BDCs through Section 63 of the Investment Company Act).

The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

PART C

2.                                      We note your response to prior comment 12 set forth in the Prior Letter.  Please provide us with a representation that, (i) if the Fund determines to offer any type of debt that is denominated as “senior” it will only do so if the Fund has subordinated debt outstanding at the time of issuance of such “senior” debt and (ii) if the Fund determines to issue any debt that is materially different from the types of debt for which the Fund has filed forms of prospectus supplements, it will file a post-effective amendment to the registration statement that (a) must be accelerated by the Staff and (b) includes a form of prospectus supplement with respect to the new type of security.

The Fund confirms to the Staff that it will not denominate any debt security as “senior” unless at the time of issuance of such “senior” debt security the Fund has debt outstanding that is subordinated to such “senior” debt security. In addition, the Fund has filed with the Registration Statement forms of prospectus supplements for retail notes and institutional notes. The Fund currently does not anticipate that it will sell any other types of debt securities off of the Registration Statement. However, if the Fund determines to issue any debt securities that are not retail notes or institutional notes, the Fund confirms to the Staff that it will file a post-effective amendment to the Registration Statement that must be accelerated by the Staff and includes a form of prospectus supplement with respect to the new type of security.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John Mahon / Sutherland Asbill & Brennan LLP

2

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

August 20, 2014

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation

Registration Statement on Form N-2 Filed on June 24, 2014

File No. 333-197004

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Fund”), set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Fund in a letter, dated July 24, 2014, with respect to the Fund’s registration statement on Form N-2 (File No. 333-197004), filed with the Commission on June 24, 2014 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Fund’s responses.  Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.

PROSPECTUS

Cover Page

1.                                      The cover page provides a very brief description of the Fund’s investment strategy. In order to enhance investor comprehension of the Fund’s strategy, please expand the disclosure to more fully convey in plain English the Fund’s strategy, including a description of the quality of its investments (e.g., below investment grade, “junk,” “distressed 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 the nature and character of the Fund’s intended investments (e.g., “predominantly speculative,” “difficult to value and illiquid”).

The Fund has revised the cover page of the Prospectus in response to the Staff’s comment.

2.                                      Please disclose, if true, that (i) the Fund invests primarily in floating rate debt investments that contain interest reset provisions that may make it more difficult for the borrowers to make debt repayments to the Fund if interest rates rise; and (ii) floating 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.

The Fund has revised the cover page of the Prospectus in response to the Staff’s comment.

Overview (Page 3)

3.                                      The paragraph immediately following the organizational diagram on this page repeats the Fund’s objective and brief strategy, notes that in some cases the Fund’s investments may include equity interest, and then states that “the primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high 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 adding additional disclosure regarding the Fund’s investment strategy.

The Fund has revised the “Overview” and “Business” sections of the Prospectus in response to the Staff’s comment.

The Investment Adviser — Experienced Management Team and Established Platform (Page 6)

4.                                      If accurate, please clarify that the Investment Adviser’s team members are jointly and primarily responsible for the day-to-day management 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.

The Fund advises the Staff on a supplemental basis that only Robert A. Hamwee, the Fund’s Chief Executive Officer, is responsible for the day-to-day management of the Fund’s portfolio.  As a result, the Fund considers only Mr. Hamwee to be its portfolio manager. The Fund does not consider any of the other members of its investment adviser’s investment committee, including Adam Collins, to be portfolio managers for the Fund. The “Portfolio Management” section of the Prospectus, however, contains disclosure regarding the business experience of selected senior investment professionals of the Fund’s investment adviser, including Adam Collins.

2

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”).

The Fund has revised the above-referenced disclosure in the Prospectus in response to the Staff’s comment.

Investment Advisory Fees (Page 12)

6.                                      Please disclose how derivatives are valued for 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.

The Fund has revised the disclosure relating to the investment advisory fees throughout the Prospectus in response to the Staff’s comment. The Fund also advises the Staff on a supplemental basis that it has not invested, and currently does not invest, in derivatives. To the extent the Fund invests in derivatives in the future, the Fund will use the actual value of the derivatives, as reported on the Fund’s balance sheet, for purposes of calculating its base management fee. Specifically, the Fund’s base management fee is calculated based on the Fund’s gross assets, which equals the Fund’s total assets as determined in accordance with GAAP.

Distributions (Page 13)

7.                                      Please explain supplementally how the Fund intends to comply with its notification obligations pursuant to Section 19(a) of the Investment Company Act of 1940 (“Investment Company Act”).

The Fund advises the Staff on a supplemental basis that pursuant to Section 19(a) of the Investment Company Act, and Rule 19a-1 promulgated thereunder, the Fund is required to accompany distribution payments with a notice if any part of that distribution is from a source other than accumulated undistributed net income, not including profits or losses from the sale of securities or other properties.  At the time of each quarterly dividend declaration, the Fund presents to its Board of Directors a presentation regarding the proposed dividend, the amount of which is generally based upon the distributable taxable income estimated by management for the relevant period and year end.  At the end of each fiscal year, the Fund’s actual financial results are reconciled with the distributions made in order to ensure that none of the prior distributions were from a source other than accumulated undistributed net income.  To the extent that the Fund’s financial results indicate that a prior distribution included a return of capital, each shareholder will receive a Form 1099-DIV, which will reflect the actual amounts of income, capital gain and return of capital paid by the Fund.

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.

3

The Fund has revised the above-referenced disclosure in the Prospectus in response to the Staff’s comment.

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 price 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 determine 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 Section 63 of the Investment Company Act).

The Fund advises the Staff on a supplemental basis that it believes that the above-referenced disclosure, which is consistent with the disclosure that other BDCs have recently included in their registration statements in response to similar comments from the Staff, comports with the requirements of Section 23(b) of the Investment Company Act (“Section 23(b)”) and reflects the current process utilized by existing BDCs to comply with the requirements of Section 23(b) in connection with follow-on equity offerings. Specifically, a BDC’s Board of Directors, or a pricing committee thereof, will consider information supplied by management with respect to any changes in net asset value per share since the last quarterly determination of net asset value by the BDC’s Board of Directors, and must affirmatively determine that price per share less any underwriting discounts or commissions remains at or above net asset value per share, after taking into account such additional information.

Moreover, the bullet-point disclosure included in the above-referenced section of the Prospectus reflects the methodology the Fund employs to confirm that shares of its common stock are being sold at or above the Fund’s then current net asset value per share, as required by Section 23(b).  However, this determination does not necessarily reflect the calculation and setting of a formal net asset value per share, which would require the substantially more time-consuming process the Fund undertakes in preparing its quarterly financial statements. Such a process would include, in part, the preparation of formal valuations for each private investment in the Fund’s portfolio and the retention and use of third-party valuation firms.

The Fund believes that the formal setting of a net asset value per share by its board of directors is neither expressly nor implicitly required under Section 23(b). In addition, such a process would be nearly impossible, from a practical standpoint, to complete within the 48 hour period set forth in Section 23(b). The Fund therefore believes that the process described in the above-referenced section of the Prospectus meets both the letter and the spirit of Section 23(b) in providing a methodology to both (i) determine an updated net asset value per share for Section 23(b) purposes, and (ii) permit the Board of Directors, or an authorized committee thereof, to determine that the sale price of its common stock is at or above such net asset value per share.

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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.

The Fund confirms to the Staff on a supplemental basis that the Fund will ensure that, in connection with any underwritten offering pursuant to the Registration Statement, each underwriter complies with the applicable rules and regulations of FINRA with respect to the submission of underwriting terms for approval by FINRA.

PART C

Item 25. Financial Statements and Exhibits

11.                               In your response letter, please discuss NMFC’s 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.

The Fund advises the Staff on a supplemental basis that it will include in each prospectus supplement used in connection with an offering of securities pursuant to the Registration Statement any material information not otherwise included in the Prospectus at the time of effectiveness of the Registration Statement, including any subsequently filed financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure relating thereto. In addition, the Fund intends to file an auditor’s consent as an exhibit via a post-effective amendment to the Registration Statement in the event the Fund includes new audited financial statements for a completed fiscal year end in any such prospectus supplement.

12.                               We note the entries in the Exhibit List for Forms 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 amendment to the registration statement that (i) must be accelerated by the staff, and (ii) includes a form of prospectus supplement with respect to the new type of security.

The Fund respectfully refers the Staff to the “Description of Our Debt Securities” section of the Prospectus for a description of the types of debt securities that the Fund may offer, issue and sell pursuant to the Registration Statement.  The Fund respectfully advises the Staff that it will not offer any “senior” security unless the terms of such an offering are consistent with the description of debt securities contained in the “Description of Our Debt Securities” section of the Prospectus.  Convention in the securities industry is to refer to unsecured indebtedness as “senior” if that indebtedness ranks senior in right of payment to future indebtedness of the Fund that is expressly subordinated in right of payment to such unsecured indebtedness.  Secured indebtedness is senior to senior unsecured indebtedness, but only to the extent of the relevant security interest.  Market convention is to refer to such indebtedness as “senior secured” indebtedness.  In this regard, the Fund notes the disclosure in the “Description of Our Debt Securities” section of the Prospectus that describes that unsecured indebtedness will effectively rank junior to any secured indebtedness that the Fund incurs to the extent of the value of the

5

assets securing such secured indebtedness.  Similarly, any senior unsecured indebtedness of the Fund will rank structurally junior to existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities. In this regard, the Fund notes the relevant disclosure in the “Description of Our Debt Securities” section of the Prospectus.  Therefore, the Fund believes that it is appropriate to refer to unsecured debt securities as senior, and no further post-effective amendments to the Registration Statement are necessary, if that unsecured indebtedness ranks senior in right of payment to future indebtedness of the Fund that is expressly subordinated in right of payment to such unsecured indebtedness.

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 Contingencies” along with a reference directing the reader to the related footnote in the Fund’s Notes to Financial Statements (specifically Note 9). See Regulation S-X Rule 6-04.15.

The Fund acknowledges the Staff’s comment and confirms to the Staff that it has added a line item for “Commitments and Contingencies” in the Fund’s Consolidated Statements of Assets and Liabilities as of June 30, 2014 included in the Prospectus, along with a reference directing the reader to the related footnote in the Fund’s Notes to Financial Sta

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

CORRESP
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filename1.htm

June 25, 2014

VIA EDGAR

David Joire, Esq.

Senior Counsel, Division of Investment Management

U. S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4720

Re:                             New Mountain Finance Corporation, et. al., 812-14279

On behalf of New Mountain Finance Corporation and the additional applicants (the “Applicants “), please find a copy of the above-referenced First Amended and Restated  Application for an Order under Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), for an exemption from Sections 18(a) and 61(a) of the 1940 Act (the “Amended and Restated Application”), which is marked to indicate changes made to the Application that was filed on February 18, 2014.

The Amended and Restated Application reflects changes made in response to the comments in your letter dated June 17, 2014 (the “Letter”), which sets forth the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as well as further discussions with Staff. The comments from the Letter are set forth below and each is followed by the Company’s response.

Terms used but not defined herein have the meaning ascribed to them in the Amended and Restated Application.

1.                                      Following the NMF Corp annual meeting on May 6, 2014: the Operating Company filed a Form N-54C and thereby de-elected BDC status; NMF Corp entered into an advisory agreement with the Adviser; and the operating company terminated its advisory contract with the adviser. Please modify the application to reflect these developments. In particular, please delete the Operating Company as a named applicant and define “Company’’ as NMF Corp rather than as the Operating Company “together with NMF Corp.”

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

ATLANTA

AUSTIN

HOUSTON

NEW YORK

SACRAMENTO

WASHINGTON DC

2.                                      On page 1, in the first sentence, please replace “New Mountain Finance Holdings, L.L.C., a Delaware limited company” with “New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (emphasis added).” In the caption, please replace “812” with “812-14279.”

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment. Applicants have deleted the reference to New Mountain Finance Holdings, L.L.C. in response to the first comment of the Staff’s Letter.

3.                                      On page 2, in the carryover paragraph at the top of the page, the application states that the requested relief would apply to SBIC Subsidiaries formed in the future. We understand that the SBA’s funding limit is $225 million for two or more SBICs under common control, and that two SBIC Subsidiaries are sufficient to reach the SBA’s funding limit. Please explain the reasons for forming additional SBIC Subsidiaries and state whether you anticipate any of the SBIC Subsidiaries operating without SBA funding or guarantees. Also, please state that the financial statements of all SBIC Subsidiaries will be consolidated with NMF Corp’s financial statements.

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment on page 4 in Section I.D.

4.                                      On page 2, in the third sentence of the bottom carryover paragraph at the bottom of the page, please use the term “Commission,” as defined earlier in the application, instead of the term “SEC.”  Please make any applicable conforming changes throughout the application. In the fourth sentence, please remove the word “in” immediately following the phrase “common stock offered.”

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.  Applicants note that they have deleted the fourth sentence in response to the first comment of the Staff’s Letter.

5.                                      On page 3, footnote 3, please modify the text to indicate that the structure prior to the Proposed Restructuring was pursuant to New Mountain finance Corporation (pub. avail. April 27. 201 1) available at http:/www.sec.gov/divisions/mvestment/noaction/2011 /newmountain042711-55a.htm.

Response:                                        Because Applicants have deleted the reference to the Operating Company in response to the first comment of the Staff’s Letter, Applicants have also deleted the reference to the Proposed Restructuring.

2

6.                                      On page 5, please modify the beginning of the first sentence in the fourth paragraph as follows:

As an SBIC, New Mountain SBIC and any future SBIC Subsidiary, will be examined ...

Response:                                        Applicants have revised the Amended and Restated Application in response to the Staff’s comment.

*       *       *       *       *

Please call me at (202) 383-0176 if you have any questions or wish to discuss our responses.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:                                Jim Curtis, Branch Chief

Robert A. Hamwee, New Mountain Finance Corporation

Cynthia M. Krus, Esq., Sutherland Asbill & Brennan LLP

3

File No. 812-14279

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FIRST AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 (“1940 ACT”) GRANTING EXEMPTIONS FROM SECTIONS 18(a) AND 61(a) OF THE 1940 ACT

NEW MOUNTAIN FINANCE CORPORATION

NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.

NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.

NEW MOUNTAIN FINANCE SBIC, L.P.

AND

NEW MOUNTAIN FINANCE SBIC G.P., L.L.C.

787 SEVENTH AVENUE, 48TH FLOOR

NEW YORK, NY 10019

(212) 720-0300

All Communications, Notices and Orders to:

Robert A. Hamwee

President and Chief Executive Officer

New Mountain Finance Corporation

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

Copies to:

Steven B. Boehm, Esq.

Cynthia M. Krus, Esq.

Sutherland Asbill & Brennan LLP

700 Sixth Street, NW

Washington, DC 20001

(202) 383-0100

February 18June 25, 2014

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

In   the Matter of:

)

)

NEW   MOUNTAIN FINANCE

)

CORPORATION

)

)

NEW   MOUNTAIN FINANCE HOLDINGS,

)

L.L.C.

)

)

FIRST   AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO   SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 (“1940 Act”) GRANTING   EXEMPTIONS FROM SECTIONS 18(a) AND 61(a) OF THE 1940 ACT

NEW   MOUNTAIN FINANCE ADVISERS

)

BDC,   L.L.C.

)

)

NEW   MOUNTAIN FINANCE SBIC, L.P.

)

)

And

)

)

NEW   MOUNTAIN FINANCE SBIC G.P.,

)

L.L.C.

787   Seventh Avenue, 48th Floor
   New York, NY 10019

File   No. 812-14279

Investment   Company Act of 1940

New Mountain Finance Corporation, a Delaware corporation (the “NMF Corp”), New Mountain Finance Holdings, L.L.C., a Delaware limited company (the “Operating Company” and, together with NMF Corp, the “Company”), New Mountain Finance Adviser BDC, L.L.C., a Delaware limited liability company (the “Adviser”), New Mountain Finance SBIC, L.P. (“New Mountain SBIC”) and New Mountain Finance SBIC G.P., L.L.C. (“General Partner”) (collectively the “Applicants”), respectfully request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”),(1) granting exemptions from Sections 18(a)

(1)  Unless otherwise indicated, all section references herein are to the 1940 Act.

1

and 61(a) thereunder.  The relief requested in this application (the “Application”) would permit the Company to adhere to a modified asset coverage requirement under Section 61 of the 1940 Act with respect to any direct or indirect wholly owned subsidiary of the Company that is licensed by the Small Business Administration (“SBA”) to operate under the Small Business Investment Act of 1958 (“SBA Act”) as a small business investment company (“SBIC”) and relies on Section 3(c)(7) for an exemption from the definition of “investment company” under the 1940 Act (each, an “SBIC Subsidiary” and, collectively, the “SBIC Subsidiaries”).

All existing entities that currently intend to rely on the Order have been named as Applicants, and any other existing or future entities that may rely on the Order in the future would comply with the terms and condition of the Application.

I.                STATEMENT OF FACTS AND BACKGROUND

A.            The Company

NMF CorpThe Company, a Delaware corporation organized in June 2010, is a holding company with no direct operations of its own, and its only business and sole assets are its ownership of common membership units of the Operating Company.  The Operating Company is an externally managed, closed-end, non-diversified business development company(2) (“BDC”) managed by the Adviser and is the operating company for NMF Corp’s business.  On May 19, 2011 each of NMF Corp and the Operating Company filed a FormsForm N-54A with the SECCommission, electing to be treated as BDCsa BDC under the 1940 Act. The Operating Company, which was organized in Delaware in October 2008, is deemed the co-issuer of the shares of common stock offered in by NMF Corp in its initial public offering of shares of common stock (the “IPO”).  NMF Corp used the gross proceeds of the IPO to acquire common

(2)  Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities.

2

membership units in the Operating Company.(3)  The number of common membership units issued to NMF Corp in exchange for the gross proceeds equaled the number of shares of common stock issued by NMF Corp in the IPO.  At all times, one common membership unit in the Operating Company is and will remain the economic equivalent of one share of NMF Corp common stock.

The Company is externally managed and advised by the Adviser.  The Company’s principal place of business is 787 7th Avenue, 48th Floor, New York, NY 10019.

As discussed above, and in connection with its IPO, on July 22, 2010 NMF Corpthe Company filed a registration statement on Form N-2 (File No. 333-168280) (the “N-2”) and on May 19, 2011 filed a notice under Form N-54A of its election to be regulated as a BDC within the meaning of Section 2(a)(48) of the 1940 Act.  The N-2 was declared effective on May 19, 2011. On May 19, 2011, NMF Corpthe Company filed a registration statement on Form 8-A to register its common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, NMF Corpthe Company is subject to the periodic reporting requirements under Section 13(a) of the Exchange Act.  On May 25, 2011, NMF Corpthe Company completed its IPO.  The Company’s common stock is traded on the New York Stock Exchange under the symbol “NMFC.”

 The Operating Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, including first and second lien debt, notes, bonds and mezzanine securities. In some cases, the Operating Company’s investments may also include small equity interests. The primary focus is in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers

(3) This structure was entirely tax driven.

3

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.

The Company’s board of directors (the “Board”) consists of seven members, four of whom are not “interested persons” of the Company within the meaning of Section 2(a)(19) of the 1940 Act.

NMF Corp currently owns all of the outstanding common membership units of the Operating Company.  Subject to the necessary board and stockholder approvals, the Operating Company intends to withdraw its BDC election and assign its investment advisory agreement with the Adviser to NMF Corp (the “Proposed Restructuring”).  Following completion of the Proposed Restructuring, NMF Corp will remain a publicly traded company and replace the Operating Company as a party to the investment advisory agreement with the Adviser.  As a result, at that time, the SBIC and the General Partner will become direct subsidiaries of NMF Corp as opposed to indirect subsidiaries of NMF Corp, which is the structure currently proposed.

B.            The Adviser

The Adviser serves as the external investment adviser to the Company.  The Adviser was formed in 2010. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.  The Adviser manages the Company’s investment activities pursuant to an investment advisory agreement with the Company that satisfies the requirements of Sections 15(a) and (c) of the 1940 Act. Subject to the overall supervision of the Board, the Adviser will serve as the investment manager to New Mountain SBIC and the investment and exit decisions and day-to-day investment activities of New Mountain SBIC will be managed by members of the Adviser’s senior management.

4

C.            General Partner

The General Partner was organized as a limited liability company under the laws of the state of Delaware on January 24, 2014.  The General Partner is the sole general partner of New Mountain SBIC and the Operating Company is the sole member of the General Partner. (4)  The General Partner may serve as the general partner of future SBIC Subsidiaries.

D.            New Mountain SBIC

New Mountain SBIC formally submitted an application to the SBA for a license to operate as an SBIC on January 29, 2014 and the application was accepted for filing on February 18, 2014.  New Mountain SBIC was organized as a limited partnership under the laws of the state of Delaware on January 24, 2014.

The Operating Company will beis the sole limited partner of the SBIC.  (5)  New Mountain SBIC is not registered under the 1940 Act as it relies on the exclusion from the definition of investment company contained in Section 3(c)(7) of the 1940 Act.  The Company’s primary focus is on investments in defensive growth companies and industries, as defined above.  New Mountain SBIC will employ the same strategy and philosophy.

Due in part to the increase in the maximum amount of SBIC leverage available to associated(3) SBIC funds, the Company may form a second SBIC Subsidiary to fully utilize maximum available funding. Additionally, if future legislation or SBA regulations increase the current $225 million funding limit for two or more SBICs under common control, it may again

(4) Following the Proposed Restructuring, as discussed above, the General Partner will become a direct subsidiary of NMF Corp as opposed to an indirect subsidiary of NMF Corp, which is the structure currently proposed.

(5) Following the Proposed Restructuring, as discussed above, the SBIC will become a direct subsidiary of NMF Corp as opposed to an indirect subsidiary of NMF Corp, which is the structure currently proposed.

(3) The SBA defines “associate” as “any Person that directly or indirectly Controls, or is Controlled by, or under ommon Control with, a licensee.” 13 C.F.R § 120.10 (2013).

5

be necessary or advisable to establish more than two SBIC Subsidiaries to fully utilize available f

CORRESP
1
filename1.htm

[Letterhead
of Sutherland Asbill & Brennan LLP]

March 28,
2014

 VIA EDGAR

Amy
W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:New
Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

Preliminary Proxy Materials on Schedule 14A filed March 18, 2014

File Nos. 814-00832 and 814-00839

Dear
Ms. Miller:

        On
behalf of New Mountain Finance Corporation (the "Fund") and New Mountain Finance Holdings, L.L.C. (the  "Operating Company" and together with
the Fund, the "NMF Funds"), set forth below are the NMF Funds'
responses to the oral comments provided by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission
(the "Commission") to the NMF Funds on March 27, 2014, with respect to the NMF Funds' preliminary proxy materials on Schedule 14A (File
Nos. 814-00832 and 814-00839), filed with the Commission on March 18, 2014 (the "Proxy Materials"). The Staff's comments are set forth
below and are followed by the NMF Funds' responses. In addition, accompanying this correspondence are proposed revisions to the disclosure contained in the Proxy Materials reflecting the Staff's
comments.

1.We note that the Proxy Materials do not contain disclosure regarding dissenters' rights of appraisal as required by Item 3 of
Schedule 14A. Please confirm that the requirements of Item 3 of Schedule 14A are not applicable to the Proxy Materials for the NMF Funds.

        The
NMF Funds advise the Staff on a supplemental basis that Item 3 of Schedule 14A is not applicable to the NMF Funds' Proxy Materials because the NMF Funds are not
soliciting any approvals in the Proxy Materials that would require the NMF Funds to provide dissenters' rights of appraisal.

2.We note that the Proxy Materials do not contain disclosure regarding the NMF Funds' principal underwriter as required by
Item 22(a)(3)(i) of Schedule 14A. Please confirm that the requirements of Item 22(a)(3)(i) of Schedule 14A are not applicable to the Proxy Materials for the NMF
Funds.

        The
NMF Funds advise the Staff on a supplemental basis that Item 22(a)(3)(i) of Schedule 14A is not applicable to the NMF Funds' Proxy Materials because the NMF Funds do
not presently have a principal underwriter as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended (the "1940
Act").

3.Please clarify throughout the Proxy Materials that the Fund is the sole unit holder of the Operating Company.

        The
NMF Funds have revised the disclosure in the Proxy Materials in response to the Staff's comment.

4.We note that the Proxy Materials do not contain disclosure regarding the NMF Funds' directors' ownership of equity interests in other
investment companies that are part of the "family of investment companies" with the NMF Funds. Please confirm that the NMF Funds are not part of a "family of investment companies" as such term is
defined in Item 22(a)(1)(iv) of Schedule 14A.

        The
NMF Funds confirm to the Staff on a supplemental basis that the NMF Funds are not part of a "family of investment companies" as such term is defined in Item 22(a)(1(iv) of
Schedule 14A.

5.Please expand the disclosure in the "Background" section under Proposal II to describe all of the entities and their role in the
current master-feeder structure that the NMF Funds plan to collapse.

        The
NMF Funds have revised the disclosure in the Proxy Materials in response to the Staff's comment.

6.Please expand the disclosure in Proposal II to describe the resulting consolidated structure of the NMF Funds after the proposed
restucturing is completed. Please also confirm to the Staff that all of the entities that will remain under the Fund will be consolidated for financial statement reporting purposes and 1940 Act
purposes.

        The
NMF Funds have revised the disclosure in the Proxy Materials in response to the Staff's comment. The NMF Funds also confirm to the Staff on a supplemental basis that all of the
current entities that will remain underneath the Fund after the proposed restructuring will be wholly-owned subsidiaries of the Fund and are expected to be consolidated with the Fund for both 1940 Act
and financial statement reporting purposes, subject to any financial statement adjustments required in accordance with U.S. generally accepted accounting principles.

2

7.Please expand the disclosure in Proposal II to describe the role of the Operating Company after the proposed restructuring is
completed.

        The
NMF Funds have revised the disclosure in the Proxy Materials in response to the Staff's comment.

8.Please revise the disclosure in Proposal II to reflect that the Form N-54C is a notification rather than an
application.

        The
NMF Funds have revised the disclosure in the Proxy Materials in response to the Staff's comment.

*    *    *

        If
you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

  Steven B. Boehm

cc:David
Cordova/New Mountain Finance Corporation

John Mahon/Sutherland Asbill & Brennan LLP

3

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[Letterhead of Sutherland Asbill & Brennan LLP]

March 19, 2014

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

Preliminary Proxy Materials on Schedule 14A filed March 18, 2014

File Nos. 814-00832 and 814-00839

Dear Ms. Miller:

On March 18, 2014, New Mountain Finance Corporation (the “Fund”) and New Mountain Finance Holdings, L.L.C. (the “Operating Company” and together with the Fund, the “NMF Funds”) filed on EDGAR the NMF Funds’ joint preliminary proxy materials on Schedule 14A (the “Proxy Materials”), which relate to the NMF Funds’ 2014 joint annual meeting of shareholders scheduled to take place on May 6, 2014.

If you have any questions or comments concerning the Proxy Materials, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John Mahon / Sutherland Asbill & Brennan LLP

CORRESP
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NEW MOUNTAIN FINANCE CORPORATION

NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.
 787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

December 23, 2013

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Amy W. Miller, Esq.

Re:          New Mountain Finance Corporation & New Mountain Finance Holdings, L.L.C.

Registration Statement on Form N-2 (File Nos. 333-189706 and 333-189707)

Dear Ms. Miller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. (collectively, the “Companies”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 12:00 p.m., Eastern Time, on December 27, 2013 or as soon thereafter as possible.

In connection with the submission of the Companies’ request for accelerated effectiveness of the above-referenced Registration Statement, the Companies hereby acknowledge that:

·                  the Companies are responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 their 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 States.

NEW   MOUNTAIN FINANCE CORPORATION

NEW   MOUNTAIN FINANCE HOLDINGS, L.L.C.

By:

/s/   Paula Bosco

Paula   Bosco

Chief   Compliance Officer and Corporate Secretary

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

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[Letterhead of Sutherland Asbill & Brennan LLP]

August 26, 2013

VIA EDGAR

Amy W. Miller, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

Registration Statement on Form N-2 Filed on June 28, 2013

File Nos. 333-189706 and 333-189707

Dear Ms. Miller:

On behalf of New Mountain Finance Corporation (the “Fund”) and New Mountain Finance Holdings, L.L.C. (the “Operating Company” and together with the Fund, the “NMF Funds”), set forth below are the NMF Funds’ responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the NMF Funds in a letter, dated July 26, 2013, with respect to NMF Funds’ joint registration statement on Form N-2 (File Nos. 333-189706 and 333-189707), filed with the Commission on June 28, 2013 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the NMF Funds’ responses.  Where revisions to the Prospectus are referenced in the below responses, such revisions have been included in the marked pages attached hereto.

Amy W. Miller, Esq.

August 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.

The NMF Funds acknowledge the Staff’s comment and confirm to the Staff on a supplemental basis that the NMF Funds do not currently intend to make any investments that would require disclosure of Acquired Fund Fees and Expenses during the fiscal year ended December 31, 2013.

Risks 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.

The NMF Funds have revised the “Risk Factors” section of the Prospectus in response to the Staff’s comment.

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 purchases 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 components 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) whether this benefit to the Companies gives rise to any disadvantage for shareholders in purchasing units, when compared to the individual components comprising the units.

The NMF Funds have revised the Registration Statement and the Prospectus to remove any references to units therein in response to the Staff’s comment.  The NMF Funds advise the Staff on a supplemental basis that they do not currently intend to offer, issue or sell units pursuant to the Registration Statement.

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 asset value?  In your response letter, explain whether the units may be structured so as to, in effect, offer shares of the Companies’ common stock at a price below net asset value by lowering the price of the

2

Amy W. Miller, Esq.

August 26, 2013

Page 3

other securities included in the unit.

The NMF Funds have revised the Registration Statement and the Prospectus to remove any references to units therein in response to the Staff’s comment.  The NMF Funds advise the Staff on a supplemental basis that they do not currently intend to offer, issue or sell units pursuant to the Registration Statement.

Plan of Distribution (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.

The NMF Funds confirm to the Staff on a supplemental basis that the NMF Funds will ensure that, in connection with any underwritten offering pursuant to the Registration Statement, each underwriter complies with the applicable rules and regulations of FINRA with respect to the submission of underwriting terms for approval by FINRA.

PART C

Item 25.  Financial Statements and Exhibits

6.                                      In your response 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.

NMF Funds advise the Staff on a supplemental basis that they will include in each prospectus supplement used in connection with an offering of securities pursuant to this Registration Statement any material information not otherwise included in the Prospectus at the time of effectiveness of the Registration Statement, including any subsequently filed financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure relating thereto. In addition, the Company intends to file an auditor’s consent as an exhibit via a post-effective amendment to the Registration Statement in the event the Company includes new audited financial statements for a completed fiscal year end in any such prospectus supplement.

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.  Regulation 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.

The NMF Funds acknowledge the Staff’s comment and confirm to the Staff that going forward, the NMF Funds will present the administrative expenses and professional fees on a

3

Amy W. Miller, Esq.

August 26, 2013

Page 4

“gross” basis with a related reduction shown separately below Total Expenses. The NMF Funds advise the Staff that this change has been reflected on page 4 of the NMF Funds’ Form 10-Q for the fiscal quarter ended June 30, 2013, which was filed with the Commission on August 7, 2013.  Notwithstanding the foregoing, the NMF Funds believe that the current presentation adequately discloses both the “gross” and “net” expense amounts.

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.

The NMF Funds acknowledge the Staff’s comment and advise the Staff on a supplemental basis that going forward the NMF Funds will disclose the amount of PIK interest earned by the Operating Company during the period under Note 5 to the Financial Statements.  The NMF Funds advise the Staff that this change has been reflected on page 41 of the NMF Funds’ Form 10-Q for the fiscal quarter ended June 30, 2013, which was filed with the Commission on August 7, 2013. In addition, the NMF Funds respectfully refer the Staff to the Operating Company’s Consolidated Statements of Cash Flows, which discloses PIK interest capitalized during the period under the “Non-cash interest income” line.

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 lien, etc.).  The chart also discloses a range for EBITDA and Discount Rates used, please also include the average rate used for each measure.  See ASU 2011-04 (Topic 820).

The NMF Funds acknowledge the Staff’s comment and confirm to the Staff that going forward the NMF Funds will disclose the dollar amount of the Operating Company’s debt investments using the income approach because that is the approach that is used to value the Operating Company’s debt as it appears on its Consolidated Statement of Assets, Liabilities and Members’ Capital. The NMF Funds advise the Staff on a supplemental basis that they do not believe that it is appropriate to disclose the dollar amount of the Operating Company’s debt investments based on the market approach because the market approach is only utilized to determine the enterprise value of the portfolio company. The NMF Funds also confirm to the Staff that going forward the NMF Funds will disclose the average rate used for each EBITDA and Discount Rate range. The NMF Funds advise the Staff that these changes have been reflected on page 39 of the NMF Funds’ Form 10-Q for the fiscal quarter ended June 30, 2013, which was filed with the Commission on August 7, 2013.

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

4

Amy W. Miller, Esq.

August 26, 2013

Page 5

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.

The NMF Funds confirm to the Staff that the Operating Company’s investment adviser and its administrator cannot recoup any expenses that they have previously waived.

7.                                      It appears that, in addition to the trust indenture that will be used with its proposed debt offerings, the Companies should file in a pre-effective amendment, as an exhibit to the registration statement, the Statement of Eligibility of Trustee 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:

“The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility 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.”

The NMF Funds confirm to the Staff that, to the extent they intend to issue debt securities pursuant to the Registration Statement, they will file an application for the purpose of determining the eligibility of the trustee to act under Section 310(a) of the Trust Indenture Act in accordance with Section 305(b)(2) of the Trust Indenture Act, and the rules and regulations prescribed by the Commission thereunder, including with respect to the date of such application’s effectiveness.

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.

The NMF Funds advise the Staff on a supplemental basis that, to the extent the Fund issues preferred stock pursuant to the Registration Statement, the NMF Funds will file the articles supplementary pertaining to such preferred stock as an exhibit to the Registration Statement via a post-effective amendment thereto.  The NMF Funds do not believe that it would be appropriate to file a “form of” articles supplementary at the present time, given the significant variance in the possible terms of the preferred stock, if any, the Fund may issue under the Registration Statement.

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

5

Amy W. Miller, Esq.

August 26, 2013

Page 6

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 amendment 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).

The NMF Funds confirm to the Staff on a supplemental basis that, prior to requesting accelerated effectiveness of the Registration Statement, the NMF Funds will file as an exhibit to a pre-effective amendment to the Registration Statement an opinion of counsel, and related consent, regarding the legality or the binding nature, as applicable, of each category of securities that may be offered pursuant to the Registration Statement.  In addition, the NMF Funds confirm that, in connection with each offering of securities pursuant to the Registration Statement, they will file a post-effective amendment thereto containing as an exhibit an unqualified opinion of counsel with respect the specific securities offered thereby.

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.

The NMF Funds confirm to the Staff that they will attach a form of prospectus supplement for each security that the NMF Funds may offer under the Registration Statement as exhibits to a pre-effective amendment to the Registration Statement prior to submitting any request for accelerated effectiveness.

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 debt 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.

The NMF Funds acknowledge the Staff’s comment and advise the Staff on a supplemental basis that, consistent with recent guidance provi

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[Letterhead of Sutherland Asbill & Brennan LLP]

June 28,   2013

VIA EDGAR

John M. Ganley

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

New   Mountain Finance Corporation and New Mountain Finance

Holdings,   L.L.C. - Registration Statement on Form N-2

Filed   on June 28, 2013

Dear Mr. Ganley:

On behalf of New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. (the “Companies”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Companies’ joint shelf registration statement on Form N-2, filed with the Commission on June 28, 2013 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Companies’ joint shelf registration statement on Form N-2 (File Nos. 333-185955 and 333-185954) (the “Prior Registration Statement”), initially filed with the Commission on January 10, 2013 and declared effective, as amended, on March 1, 2013, which Prior Registration Statement related to the registration of New Mountain Finance Corporation’s common stock, except for (i) revisions reflecting material developments relating to the 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 December 31, 2012 and unaudited financial statements and related financial data for the period ended March 31, 2013, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515, or the undersigned at (202) 383-0176.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:           John J. Mahon

2

CORRESP
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NEW MOUNTAIN FINANCE CORPORATION

NEW MOUNTAIN FINANCE HOLDINGS, L.L.C.
 787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 720-0300

February 28, 2013

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: John M. Ganley, Esq.

Re:                             New Mountain Finance Corporation & New Mountain Finance Holdings, L.L.C.

Registration Statement on Form N-2 (File Nos. 333-185955 and 333-185954)

Dear Mr. Ganley:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. (collectively, the “Companies”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 2:00 p.m., Eastern Time, on March 1, 2013 or as soon thereafter as possible.

In connection with the submission of the Companies’ request for accelerated effectiveness of the above-referenced Registration Statement, the Companies hereby acknowledge that:

·                  the Companies are responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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 their 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 States.

NEW   MOUNTAIN FINANCE CORPORATION

NEW   MOUNTAIN FINANCE HOLDINGS, L.L.C.

By:

/s/   Paula Bosco

Paula   Bosco

Chief   Compliance Officer and

Corporate   Secretary

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

February 28,   2013

VIA EDGAR

John M. Ganley, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation and

New Mountain Finance Holdings, L.L.C.

Registration Statement on Form N-2  Filed on January 10, 2013

File Nos. 333-185955 and 333-185954

Dear Mr. Ganley:

On behalf of New Mountain Finance Corporation (the “Fund”) and New Mountain Finance Holdings, L.L.C. (the “Operating Company” and together with the Fund, the “NMF Funds”), in connection with the NMF Funds’ joint registration statement on Form N-2 (File Nos. 333-185955 and 333-185954), filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2013 (the “Registration Statement”), the NMF Funds hereby confirm to the staff of the Division of Investment Management of the Commission that:

(i) each of the NMF Funds files annual, quarterly and other reports pursuant to Section 13 under the Securities Exchange Act of 1934, as amended, and all reports due thereunder have been filed;

(ii) for the fiscal year ended December 31, 2012, each of the NMF Funds reasonably and in good faith expects to report income attributable to such NMF Fund, after taxes but before extraordinary items and the cumulative effect of any change in accounting principles; and

(iii) for the fiscal year ended December 31, 2011, each of the NMF Funds reported income attributable to such NMF Fund, after taxes but before extraordinary items and the cumulative effect of any change in accounting principles.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:                                David Cordova / New Mountain Finance Corporation

John J. Mahon / Sutherland Asbill & Brennan LLP

2

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

February 19, 2013

VIA EDGAR

John M. Ganley, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

Registration Statement on Form N-2  Filed on January 10, 2013

File Nos. 333-185955 and 333-185954

Dear Mr. Ganley:

On behalf of New Mountain Finance Corporation (the “Fund”) and New Mountain Finance Holdings, L.L.C. (the “Operating Company” and together with the Fund, the “NMF Funds”), set forth below are the NMF Funds’ responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the NMF Funds in a letter, dated February 8, 2013, with respect to NMF Funds’ joint registration statement on Form N-2 (File Nos. 333-185955 and 333-185954), filed with the Commission on January 10, 2013 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the NMF Funds’ responses.  Where revisions to the Prospectus have been referenced in the NMF Funds’ response, such revisions have been reflected in the marked pages from the Prospectus attached as an appendix hereto.

PROSPECTUS:

Prospectus Summary — Recent Developments (Page 4)

1.                                      The second paragraph of this section states that the “advance rate” for borrowings under the Holdings Credit Facility was  increased from 67% to 70% on specified first lien debt securities. Similarly, the third paragraph states that the advance rate for borrowings

under the SLF Credit Facility has also been increased from 67% to 70%. Please explain the term “advance rate” in plain English. In addition, please ensure that the increase in the advance rate is reflected consistently throughout the registration statement. For example, it appears that the first two paragraphs on page 94 of the section captioned “Business — The Company” includes references to the 67% rate only, not the increased rate of 70%.

The NMF Funds have revised the disclosure set forth under the “Prospectus Summary,” “Management’s Discussion and Analysis …” and “Business” sections of the Prospectus in response to the Staff’s comment.

Prospectus Summary — Competitive Advantages — Proven and Differentiated Investment Style With Areas of Deep Industry Knowledge (Page 5)

2.                                      The second paragraph of this section uses the terms “end markets” and “secular headwinds,” which may be unfamiliar to some investors. Please provide plain English explanations of these terms.

The NMF Funds have revised the “Prospectus Summary — Competitive Advantages” and “Business — Competitive Advantages” sections of the Prospectus in response to the Staff’s comment.

Fees and Expenses (Page 16)

3.                                      The “Total annual expense” ratio in the fee table is 7.6%. The Financial Highlights on page F-64 shows the Ratio to average net assets: Total expenses (net of expenses reimbursable) for the nine months ended September 30, 2012 as 8.71%. Please explain to us why these amounts are different.

The NMF Funds advise the Staff on a supplemental basis that the total expenses of 8.71% disclosed on page F-64 of the consolidated financial statements included in the Prospectus are calculated by annualizing the actual expenses recorded through September 30, 2012 and dividing such actual expenses by the average net assets during the nine months ended September 30, 2012. On the other hand, the total annual expenses in the “Fees and Expenses” section are calculated by annualizing the actual expenses recorded through September 30, 2012 and dividing such actual expenses by the net asset value as of September 30, 2012. The Fund completed an equity capital raise during the three months ended September 30, 2012, raising approximately $82.3 million in net proceeds. As a result, the Operating Company’s net asset value as of September 30, 2012 was greater than the average net assets during the nine months ended September 30, 2012 and, consequently, the total annual expense ratio in the fee table is lower than the expense ratio on page F-64.

2

Risks Related to Our Operations — Pending Legislation may allow the Operating Company to incur additional leverage (Page 43)

4.                                      This section explains that the Operating Company generally is not permitted to borrow unless immediately after a borrowing the Operating Company has asset coverage for total borrowings of at least 200%. The section includes a parenthetical explaining 200% asset coverage is “the amount of debt that may not exceed 50% of the value of our assets.” Please make clear that “assets” here refers to total assets. Please also explain 200% asset coverage in terms of net assets (i.e., 200% asset coverage means the Operating Company may borrow an amount equal to 100% of net assets).

The NMF Funds have revised the “Risk Factors — Risks Related to Our Operations” section of the Prospectus in response to the Staff’s comment.

Business — The Company (Page 92)

5.                                      The second paragraph on page 94 of this section states that “[d]ue to a fifth amendment to the SLF Credit Facility on October 27, 2011, NMF SLF is no longer restricted from the purchase or sale of loans with an affiliate.” NMF SLF, as an entity that is controlled by the Operating Company, is subject to Section 57 of the Investment Company Act of 1940, which prohibits or restricts transactions with certain related parties. Please explain to us what types of affiliated transactions in which NMF SLF may engage and how such transactions are consistent with Section 57.

The NMF Funds advise the Staff on a supplemental basis that the amendment to the above-referenced credit facility would only permit NMF SLF to engage in transactions in which an affiliate is also involved where doing so would not result in a violation of Section 57 under the Investment Company Act of 1940, as amended (the “1940 Act”).  Specifically, the NMF Funds would expect that any such transaction would fall within the scope of either (i) the exemption for transactions with downstream affiliates set forth in Rule 17a-6 under the 1940 Act, (ii) the no-action position of the Staff set forth in Mass Mutual Life Ins. Co. (SEC No-Action Letter)(pub. avail. June 7, 2000) regarding transactions where no term other than price is subject to negotiation, or (iii) any future exemptive relief the NMF Funds may elect to seek from the Commission under Section 57.

PART C — OTHER INFORMATION:

Item 25 Financial Statements and Exhibits

6.                                      Exhibit 1 on page C-3 provides that a legality opinion will be filed by amendment.  Please confirm to us that a legality opinion will be filed 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.

The NMF Funds confirm to the Staff on a supplemental basis that a legality opinion will be filed as an exhibit to a post-effective amendment to the Registration Statement with respect to each offering of the Fund’s shares of common stock pursuant to the Registration Statement.

3

COMMENTS ON REPORT ON FORM 10-Q

7.                                      On November 7, 2012, the Fund filed a report on Form 10-Q, which includes certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the principal executive officer and the chief financial officer of the Fund. A review of the certifications shows that subparagraph (b) to paragraph 4 was omitted. Please explain to us the basis for this omission.

The NMF Funds advise the Staff on a supplemental basis that the above-referenced subparagraph was omitted in reliance on Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act), which permits such omission by issuers that are not yet subject to the internal control over financial reporting requirements set forth in Rule 13a-15 or 15d-15 under the Exchange Act.

GENERAL COMMENTS:

8.                                      Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.

The NMF Funds acknowledge and have complied with the Staff’s comment.

9.                                      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 exhibits added in any pre-effective amendments.

The NMF Funds acknowledge the Staff’s comment.

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.

The NMF Funds advise the Staff on a supplemental basis that they do not presently intend to omit information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Securities Act.

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.

The NMF Funds advise the Staff on a supplemental basis that they do not presently intend to seek any exemptive or no-action relief in connection with the Registration Statement.

12.                               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

4

response to a comment, please indicate this fact in a supplemental letter and briefly state the basis for your position.

The NMF Funds acknowledge the Staff’s comment and have reflected the changes referenced herein in Pre-Effective Amendment No. 1 to the Registration Statement.

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 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.

The NMF Funds acknowledge the Staff’s comment.

14.                               Notwithstanding our comments, in the event 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:

·                  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 Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Fund 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 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 filing.

The NMF Funds acknowledge the Staff’s comment.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

5

cc:

David   Cordova / New Mountain Finance Corporation

John   Mahon / Sutherland Asbill & Brennan LLP

6

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

January 10,   2013

VIA EDGAR

John M. Ganley

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. - Registration Statement on Form N-2
  Filed on January 10, 2013

Dear Mr. Ganley:

On behalf of New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. (the “Companies”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Companies’ joint shelf registration statement on Form N-2, filed with the Commission on January 10, 2013 (the “Registration Statement”), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Companies’ joint shelf registration statement on Form N-2 (File Nos. 333-180689 and 333-180690) (the “Prior Registration Statement”), initially filed with the Commission on April 12, 2012 and declared effective, as amended, on July 10, 2012, which Prior Registration Statement related to the registration of New Mountain Finance Corporation’s common stock, except for (i) revisions reflecting material developments relating to the Companies since the effective date of the Prior Registration Statement, and (ii) the inclusion of unaudited financial statements and related financial data for the period ended September 30, 2012, together with disclosure relating thereto.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515, or the undersigned at (202) 383-0176.

Sincerely,

/s/   Steven B. Boehm

Steven   B. Boehm

cc:           John J. Mahon

2

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

[SEC Letterhead]
         August 24, 2010  Stuart H. Gelfond, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY  10004
Re: New Mountain Guardian Corporation
File Nos. 333-168280 and 814-00832
Dear Mr. Gelfond:
On July 22, 2010, you filed a registration statement on Form N-2 for common
shares of the New Mountain Guardian Corporation (the “Company”). We have reviewed the registration statement and have provided our comments below.  For convenience, we have generally used the headings, terms and page numbers in the registration statement.

Prospectus

Prospectus Summary (Page 1)

1. This section defines terms referring to various New Mountain entities.  The
similarities in the names of the entities, however, may be confusing to prospective investors.  Please revise the defined terms to avoid potential investor confusion.

Prospectus Summary — The Company (Page 1)

2. The second paragraph of this section states that the Company, through NMG
LLC, will invest primarily in the debt of companies that the Investment Adviser believes are “high quality.”  The term “high quality” is commonly used to refer to the top two tiers of investment grade debt.  Please clarify whether the Company will invest in debt which is rated in the top two tiers or the equivalent.  If the Company will not invest in debt which is rated in the top two tiers or the equivalent, please delete the term “high quality” and describe the quality of debt in which  the Company will invest.  In addition, please disclose the maturity of the debt in which the Company will invest.
 3. The fourth paragraph of this section states that “we intend to target investments
that we believe are capable of yielding a total asset level of unlevered return of 10% to 15% . . . .”  Please delete this disclosure as representations about future performance may be misleading.  See Rule 156(b)(2) under the Securities Act of
1933.

Stuart H. Gelfond, Esq.
Page 2 August 24, 2010
4. The last paragraph on page 2 states that the portfolio had a weighted average
Yield to Maturity of approximately 11.5%.  The determination of this Yield to Maturity involves a number of assumptions.  Please either delete the Yield to Maturity or explain to us why it is appropriate to disclose it in light of the number of assumptions required.  See Rule 156(b)(2) under the Securities Act.

Prospectus Summary — Operating and Regulatory Structure (Page 15)

5. This section states that NMG LLC, in which the Company will invest, will elect
to be treated as a business development company.  Please inform us what regulatory filings will be made for NMG LLC.  In responding, please consider Rule 140 under the Securities Act.  Rule 140 of the Securities Act provides that “[a] person, the chief part of whose bus iness consists of the purchase of the
securities of one issuer, or of two or more affiliated issuers, and the sale of its own securities, . . . is to be regarded as engaged in the distribution of the securities of such issuer or affiliated issuers within the meaning of Section 2(11) of the [Securities] Act.”  It appears that under Rule 140, the Company should be regarded as engaged in the public distribution of securities of NMG LLC.  Accordingly, please explain to us how NMG LLC proposes to comply with Section 5 of the Securities Act.
 6. Please inform us of the status under the Investment Company Act of the other
New Mountain entities identified in the diagram on page 15 ( i.e., Guardian
Partners, Guardian AIV, and Guardian AIV Holdings).  Please explain to us
what, if any, regulatory filings will be made for these entities.

Presentation of Historical Financial Information and Market Data — Historical
Financial Information (Page 17)

7. This section states that NMG LLC is considered to be the Company’s
predecessor for accounting purposes.  Since the two entities will be operating concurrently, please explain why this is so.

The Offering — Lock-up Agreement (Page 20)

8. This section states that the 180 day lock-up period may be terminated with the
prior written consent of Goldman Sachs & Co. and Wells Fargo Securities, LLC.  Please explain why it is appropriate that Goldman Sachs and Wells Fargo have authority to end the lock-up without approval by the Board of Directors.  Please explain to us the circumstances under which the lock-up period would be terminated.

Stuart H. Gelfond, Esq.
Page 3 August 24, 2010   The Offering — Dividend Reinvestment Plan (Page 22)

9. This section states that unless a stockhol der opts out of the dividend reinvestment
plan, cash distributions will be automatically reinvested in additional shares of New Mountain Guardian’s common stock.  Please inform us whether the additional shares would be shares purchased in the market or whether they would be issued by the Company.  Please inform us whether the determination to purchase shares in the open market or to issue shares would depend on whether the shares are selling at a discount to net asset value.

The Offering — Available Information (Page 23)

10. Please revise the telephone number for the SEC’s public reference room from
800-SEC-0330 to 202-551-8090.

Fees and Expenses (Page 24)

11. The second caption in the table states “Offering expenses borne by us.”  As all
offering expenses are paid either directly or indirectly by shareholders, please delete the words “borne by us” from the caption.

12. The introductory paragraph to the Example to the fee table states that
performance-based incentive fees have been excluded from the calculation of the hypothetical costs of an investment in the Company.  Please disclose why the incentive fees have been excluded from the calculation.

Risks Relating to Our Business — There will be uncertainty as to the value of
our portfolio investments because most of our investments are, and will continue to be recorded at fair value.  In addition, because New Mountain Guardian will be a holding company, its board of directors will have no control over the determination of fair value of our investments, which will be determined by NMG LLC’s board of directors. (Page 30)

13. This section states that because New Mountain Guardian will be a holding
company its board of directors will have no control over the determinations of fair value of the investments, which will be determined by NMG LLC’s board of directors.  Although NMG LLC will have an obligation to value the portfolio securities, the Company is not relieved of its obligation under Section 2(a)(41) of the Investment Company Act to fair value its own securities. If the Company believes that the valuations provided by NMG LLC are inaccurate, it must adjust the valuations when determining the fair value of its shares.  Please revise the disclosure accordingly.  In addition, please disclose that the board of directors of the Company will adopt procedures to fair value its securities when the valuations provided by NMG LLC are deemed to be inaccurate.  Please

Stuart H. Gelfond, Esq.
Page 4 August 24, 2010
supplementally provide us with a copy of the Company’s valuation procedures
once they are adopted.

Risks Relating to Our Business — The Investment Management Agreement
with New Mountain Guardian Advisors and the Administration Agreement with New Mountain Guardian Administration were not negotiated on an arm’s length basis and may not be as favorable to NMG LLC and, consequently, New Mountain Guardian, than if they had been negotiated with an unaffiliated third party.  (Page 40)
14. The heading and text of this section indicate that the Investment Management
Agreement may not be as favorable as it would be if the agreement were negotiated between unrelated parties.  Please explain how approval of such an agreement is consistent with the obligations of the Board of Directors under Section 15(c) under the Investment Company Act.

Risks Relating to Our Business — The Investment Advisor’s liability will be limited under the Investment Management Agreement, and NMG LLC has agreed to indemnify the Investment Advisor against certain liabilities, which may lead the Investment Advisor to act in a riskier manner than it would when acting for its own account.  (Page 41)

15. The second sentence of this section states that the Investment Advisor maintains
a contractual, as opposed to a fiduciary, relationship with NMG LLC.  Section 36(b) of the Investment Company Act, which applies to BDCs through Section 59 of that Act, provides that investment advisers have a fiduciary duty to a fund.
Please revise the disclosure accordingly.

Risks Relating to Our Business — Regulations governing the operations of
business development companies will affect New Mountain Guardian’s ability to raise additional equity capital as well as NMG LLC’s ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies. (Page 43)

16. The third paragraph in this section states that NMG LLC may in the future seek
to securitize the Company’s portfolio securities to generate cash for funding new investments and that NMG LLC would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary.  Please explain to us the status of such a wholly-owned subsdiary under the Investment Company Act and whether it is expected that such a subsidiary would file a registration statement or elect status as a business development company.  Inasmuch as the Company may securitize portfolio securities to create leverage, please explain to us how NMG LLC and the Company will comply with the asset coverage requirements in Section 61 of the Investment Company Act.

Stuart H. Gelfond, Esq.
Page 5 August 24, 2010

Risks Relating to Our Business — New Mountain Guardian will incur
significant costs as a result of being a publicly traded company. (Page 48)

17. The second to the last sentence of this section indicates that NMG LLC will
incur costs associated with periodic reporting requirements under the Exchange Act “until exemptive relief is obtained.”  Please clarify what exemptive relief NMG LLC intends to seek and state that there are no assurances that exemptive relief will be granted.

Risks Relating to Our Investments — We may be subject to additional risks if
we invest in foreign securities and/or engage in hedging transactions. (Page 55)

18. The second paragraph of this section (at the top of page 56) states that NMG
LLC could engage in hedging transactions, including use of instruments such as interest rate swaps, caps, collars, floors, forward contracts or currency options.  The Division of Investment Management has recently made a number of observations about derivative-related disclosure by investment companies in a letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute date July 30, 2010. (http://www.sec.gov/divisions/investment/guidance/ici073010.pdf)  Please review the observations set forth in that letter and revise your disclosure of use and risks of derivatives accordingly.

Risks Relating to Our Corporate Structure — New Mountain Guardian will be
a holding company with no direct operations of its own, and will depend on distributions from NMG LLC to meet its ongoing obligations.  (Page 56)

19. The last paragraph of this section relates to conflicts between NMG LLC, the
Company, and the other member of NMG LLC.  Please put this paragraph under a separate risk heading to make these conflicts appropriately prominent.
 20. The last paragraph of this section states that circumstances may arise when the
interests of NMG LLC’s members conflict with the interests of the Company’s stockholders.  The second sentence states that “[a]s a member of NMG LLC, New Mountain Guardian [the Company] may owe fiduciary duties to the other members of NMG LLC that could conflict with the fiduciary duties New Mountain Guardian’s officers and direct ors owe to its stockholders.”  Please
explain to us the basis for any fiduciary duty the Company has to other members of NMG LLC.  Further, please explain how conflicts between these fiduciary duties would be resolved.
 21. The last paragraph also states that following the completion of the offering,
NMG LLC’s board of directors and the board of the Company will be comprised of the same members.  Further, NMG LLC’s board may owe fiduciary duties to

Stuart H. Gelfond, Esq.
Page 6 August 24, 2010
its members that conflict with the duties the Company’s board owes to its
stockholders.  Inasmuch as there is only one member of NMG LLC other than the Company, please make clear that Company and Guardian AIV Holdings, a privately offered BDC feeder inves ting in NMG LLC may have conflicting
interests.  Please explain to us how c onflicts between the two feeders would be
resolved.
 22. We note also that the Company proposes issuing common stock to public
shareholders, to Guardian Partners in a private offering, and to the Investment Advisor.  Please disclose that these different groups of investors may have
conflicting interests.  Please describe how conflicts between different investor groups would be resolved.

Risks Relating to this Offering and Our Common Stock — Sales of substantial
amounts of New Mountain Guardian’s common stock in the public market may have an adverse effect on the market price of its common stock.  (Page 61)

23. The second paragraph of this section states that the Company has granted
Guardian AIV Holdings, Guardian Partne rs, and the Investment Advisor, and
their transferees, “piggy back” registration rights which will give them priority over the Company to include their common stock in registration of an underwritten offering.  This section discloses that this could impair the Company in raising additional capital and could cause the market price of shares to decline.  Please explain to us how the determination of the Board of Directors to grant such priority registration rights to these affiliates of the Company would be consistent with the Board’s fiduciary duty to public shareholders.

Valuation of Portfolio Investments (Page 89)

24. As noted in comment 12 above, the Company has an obligation to fair value its
securities.  Please describe the Company’s procedures to fair value its securities.

Signatures (Page C-6)

25. Generally, funds in a master-feeder arrangement are considered co-issuers
pursuant to Rule 140 under the Securities Act and the principal officers and directors of both the master and feeder must execute the registration statement.  See “Hub-and-Spoke” Funds: A Report Prepared By the Division of Investment
Management (report delivered to The Honorable John D. Dingell on April 15, 1992); Investment Company Act Release No. 19955, at n. 74 (Dec. 15, 1993) (Rule 18f-3 proposing release).  Please inform us whether the principal officers and directors of NMG LLC intend to execute the Company’s registration statement.  If they will not, please explain to us the basis for that determination.

Stuart H. Gelfond, Esq.
Page 7 August 24, 2010   General Comments

26. Where a comment is made in one location, it is applicable to all similar
disclosure appearing elsewhere in the registration statement.
 27. We note that portions of the filing are incomplete.  We may have additional
comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on information you supply to us, or on exhibits added in any pre-effective amendments.

28. We are aware that you have submitted a request for no-action relief to the Office
of the Chief Counsel and that you expect to submit exemptive applications in connection with your registration statement.   Please keep us informed of the status of your request for no-action relief and any applications for exemptive relief.  We may have additional comments on the registration statement based

CORRESP
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May 17, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management
 100 F Street, N.E.
 Washington, D.C.  20549
 Attention:  John M. Ganley

Re:                               New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.
  Registration Statement on Form N-2 (File Nos. 333-168280 and 333-172503)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form N-2 (File Nos. 333-168280 and 333-172503) (the “Registration Statement”), we hereby advise you that between May 16, 2011 and the date hereof approximately 10,226 copies of the preliminary prospectus dated May 16, 2011 (the “Preliminary Prospectus”) were distributed to prospective underwriters, institutional investors and retail investors.

The foregoing information with respect to the distribution of the Preliminary Prospectus is furnished pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the request for acceleration of the effective date of the Registration Statement.

We have been informed by participating underwriters that they have delivered, or will deliver not less than 48 hours prior to the time they expect to mail confirmations of sale, a preliminary prospectus complying with Rule 430 under the Securities Act.  We have further been informed by participating underwriters that they will comply with the other requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 461 under the Securities Act, each of the undersigned, as a representative of the prospective underwriters of the above captioned securities, hereby joins in the request of New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C. that the effective date of the Registration Statement be accelerated to 4:00 p.m. Eastern Standard Time on May 19, 2011, or as soon thereafter as practicable.

[Remainder of Page Intentionally Left Blank]

Sincerely,

Goldman, Sachs & Co.

By:

/s/ Goldman, Sachs & Co.

Goldman, Sachs & Co.

Wells Fargo Securities, LLC

By:

/s/ Richard Tobin

Richard Tobin

Name:

Richard Tobin

Title:

Managing Director

Morgan Stanley & Co. Incorporated

By:

/s/ Jon Redmond

Jon Redmond

Name:

Jon Redmond

Title:

Executive Director

New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

787 7th Avenue, 48th Floor

New York, NY 10019
 Tel:  (212) 720-0300

May 17, 2011

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Attention: John Ganley

Re:          New Mountain Finance Corporation and New Mountain Finance Holdings, L.L.C.

Registration Statement

Nos. 333-168280 and 333-172503

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), New Mountain Finance Corporation, a Delaware corporation, and New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Companies”), hereby request that the effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become effective at 4:00 p.m., EST, on May 19, 2011, or as soon thereafter as it is practicable.  By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

The Companies acknowledge that:

·                  should the Securities and Exchange Commission (the “Commission”) or its staff (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 their 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 States.

Very   truly yours,

New   Mountain Finance Corporation

By:

/s/   Paula A. Bosco

Name:

Paula   A. Bosco

Title:

Chief   Compliance Officer and Secretary

New   Mountain Finance Holdings, L.L.C.

By:

/s/   Paula A. Bosco

Name:

Paula   A. Bosco

Title:

Chief   Compliance Officer and Secretary

CORRESP
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 Direct Line: 202.639.7078

Fax: 202.639.7003

May 16, 2011

 CORRESPONDENCE VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:New
Mountain Finance Corporation

Ladies
and Gentlemen:

        On
behalf of New Mountain Finance Corporation, a Delaware corporation (the "Company"), and pursuant to the conversation that the undersigned had with Mr. Ganley, Senior Counsel in
the Securities and Exchange Commission's Division of Investment Management (the "Division"), we are submitting via correspondence the Company's draft financial statements for the first quarter of
2011, the final version of which will be filed as part of the Company's Pre-Effective Amendment No. 4 to the Company's Registration Statement on Form N-2 filed on
July 22, 2010 (the "Registration Statement") relating to the registration of shares of the Company's common stock, par value $0.01 per share.

        The
filing fee of $14,260 was paid by wire transfer to the Securities and Exchange Commission, Account Number 152307768324, US Bank, ABA No. 081000210 on July 9,
2010.

        Please
direct any questions or comments that the Staff may have with regard to the filing to the undersigned at the above-referenced number.

Sincerely,

/s/ VASILIKI B. TSAGANOS

  Vasiliki B. Tsaganos

cc:Robert
A. Hamwee (New Mountain Finance Corporation)

Adam Weinstein (New Mountain Finance Corporation)

CORRESP
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Direct Line: 202.639.7078

Fax: 202.639.7003

 April 1, 2011

  CORRESPONDENCE VIA ELECTRONIC TRANSMISSION

Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:New
Mountain Finance Corporation

Ladies
and Gentlemen:

        On
behalf of New Mountain Finance Corporation, a Delaware corporation (the "Company"), and pursuant to the conversation that the undersigned had with Mr. Ganley, Senior Counsel in
the Securities and Exchange Commission's Division of Investment Management, we are submitting via correspondence pages from the Company's draft Pre-Effective Amendment No. 3 to the
Company's Registration Statement on Form N-2 filed on July 22, 2010 relating to the registration of shares of the Company's common stock, par value $0.01 per share. Such
changed pages reflect the changes in disclosure relating to New Mountain Finance SPV Funding, L.L.C., which will be consolidated for accounting purposes and for the purposes of the asset coverage
ratio under the Investment Company Act of 1940.

        The
filing fee of $14,260 was paid by wire transfer to the Securities and Exchange Commission, Account Number 152307768324, US Bank, ABA No. 081000210 on July 9,
2010.

        Please
direct any questions or comments that the Staff may have with regard to the correspondence filing to Jessica Forbes at 212.859.8558 or to the undersigned at the above-referenced
number.

 Sincerely,

 /s/ VASILIKI B. TSAGANOS

  Vasiliki B. Tsaganos

cc:Robert
A. Hamwee (New Mountain Finance Corporation)

Adam Weinstein (New Mountain Finance Corporation)

CORRESP
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Direct   Line: 212.859.8272

Fax:   212.859.4000

February 18,   2011

CORRESPONDENCE VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

New   Mountain Guardian Corporation

Ladies and Gentlemen:

On behalf of New Mountain Guardian Corporation, a Delaware corporation (the “Company”), and pursuant to the February 15, 2011 conversation that the Company had with Mr. Ganley, Senior Counsel in the Securities and Exchange Commission’s Division of Investment Management (the “Division”), we are submitting via correspondence two changed pages to the Company’s draft Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 filed on July 22, 2010 (the “Registration Statement”) relating to the registration of shares of the Company’s common stock, par value $0.01 per share. Also included is the Company’s response letter to the Division’s telephonic comments received February 15, 2011.

Except as noted in the Registration Statement, all of the exhibits will be included in a subsequent amendment to the Registration Statement.  The filing fee of $14,260 was paid by wire transfer to the Securities and Exchange Commission, Account Number 152307768324, US Bank, ABA No. 081000210 on July 9, 2010.

Please direct any questions or comments that the Staff may have with regard to the filing to Jessica Forbes at 212.859.8558 or to the undersigned at the above-referenced number.

Sincerely,

/s/ STUART H. GELFOND

Stuart   H. Gelfond

cc:

Robert   A. Hamwee (New Mountain Guardian Corporation)

Adam   Weinstein (New Mountain Guardian Corporation)

Direct Line: 212.859.8272

Fax: 212.859.4000

Stuart.Gelfond@ffhsj.com

February 18,
2011

Mr. John
M. Ganley

Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:New
Mountain Guardian Corporation

Registration Statement on Form N-2

Filed September 16, 2010

File No. 333-168280

Dear
Mr. Ganley:

        This
letter sets forth the response of New Mountain Guardian Corporation (the "Company" or "New Mountain Guardian") to the comments, given in a telephonic conference on
February 15, 2011, of the staff of the Division of Investment Management (the "Staff") with respect to the Registration Statement (File No. 333-168280) filed
September 16, 2010 (the "Registration Statement").

 Prospectus Summary (Page 2)

1.The Staff noted that yields are not contractual and suggested that the word contractually be removed from the disclosure on
page 2.

Response:    In response to the Staff's comment, the Company has deleted the word contractually from pages 2 and 102.

*    *    *

        Should
you have any questions or comments with respect to this filing, please call me at (212) 859-8272.

Sincerely,

/s/ STUART H. GELFOND

  Stuart H. Gelfond

cc:Robert
A. Hamwee (New Mountain Guardian Corporation)

Adam Weinstein (New Mountain Guardian Corporation)

Jessica Forbes (Fried, Frank, Harris, Shriver & Jacobson LLP)

Steven B. Boehm (Sutherland Asbill & Brennan LLP)

John J. Mahon (Sutherland Asbill & Brennan LLP)

 The Company

          New Mountain Guardian will be a holding company with no direct operations of its own, and its only business and sole asset will be its
ownership of common membership units of the Operating Company. The Operating Company will be an externally managed business development company, which will own all of the operations of the Predecessor
Entities existing immediately prior to the formation transactions, including all of the assets and liabilities related to such operations. Following the completion of this offering and based on the
mid-point of the range set forth on the cover of this prospectus, New Mountain Guardian will own approximately         %, and Guardian AIV will indirectly own through AIV Holdings
approximately         %, of the common membership units of the Operating Company, assuming no exercise of the underwriters' option to purchase additional shares.

          Our
investment objective is to generate current income and capital appreciation through investments in debt securities at all levels of the capital structure, including first and second
lien debt, unsecured notes and mezzanine securities, which we refer to as "Target Securities". We expect to primarily target loans to, and invest in, U.S. middle market businesses, a market segment we
believe will continue to be underserved by other lenders. We define middle market businesses as those businesses with annual earnings before interest, taxes, depreciation, and amortization, or
"EBITDA", between $20 million and $200 million. We expect to make investments through both primary originations and open-market secondary purchases. We intend to invest
primarily in debt securities that are rated below investment grade and have unlevered yields of 10% to 15%. However, there can be no assurance that targeted returns will be achieved on our investments
as they are subject to risks, uncertainties and other factors, some of which are beyond our control, and which may lead to non-payment of interest and principal. See "Risk Factors —
Risks Relating to Our Investments". We intend our investments to typically have maturities of between five and ten years and generally range in size between $10 million and $50 million.
This investment size may vary proportionately as the size of the Operating Company's capital base changes. We believe our focus on investment opportunities with contractual current interest payments
should allow us to provide New Mountain Guardian stockholders with consistent dividend distributions and attractive risk adjusted total returns.

          Our
investments may also include equity interests such as preferred stock, common stock, warrants or options received in connection with our debt investments. In some cases, we may
invest directly in the equity of private companies. From time to time, we may also invest through the Operating Company in other types of investments, which are not our primary focus, to enhance the
overall return of the portfolio. These investments may include, but are not limited to, distressed debt and related opportunities.

          The
Operating Company will be externally managed by the Investment Adviser, a wholly-owned subsidiary of New Mountain. The investment strategy, developed by our Investment Adviser, is
to invest through the Operating Company primarily in the debt of defensive growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular
growth drivers, (ii) high barriers to competitive entry, (iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and
(v) opportunities for niche market dominance. The Investment Adviser, through its relationship with New Mountain, already has access to proprietary research and operating insights into many of
the companies and industries that meet this template. We believe the presence within New Mountain of numerous former CEOs and other senior operating executives, and their active involvement in our
underwriting process, combined with New Mountain's experience as a majority stockholder owning and directing a wide range of businesses and overseeing operating companies in the same or related
industries, is a key differentiator for us versus typical debt investment vehicles.

2

  BUSINESS

 The Company

          New Mountain Guardian will be a holding company with no direct operations of its own, and its only business and sole asset will be its
ownership of common
membership units of the Operating Company, the operating company for our business. The Operating Company will be an externally managed business development company, which, prior to the completion of
this offering, will own all of the operations of the Predecessor Entities existing immediately prior to the formation transactions, including all of the assets and liabilities related to such
operations. Following the completion of this offering and based on the mid-point of the range set forth on the cover of this prospectus, New Mountain Guardian will own approximately
         %, and Guardian AIV will indirectly own through AIV Holdings approximately         %, of the common membership units of the Operating Company, assuming
no exercise of the
underwriters' option to purchase additional shares.

          Our
investment strategy, developed by the Investment Adviser, is to invest through the Operating Company primarily in the debt of what the Investment Adviser believes are defensive
growth companies, which are defined as generally exhibiting the following characteristics: (i) sustainable secular growth drivers, (ii) high barriers to competitive entry,
(iii) high free cash flow after capital expenditure and working capital needs, (iv) high returns on assets and (v) opportunities for niche market dominance. The Investment
Adviser, through its relationship with New Mountain, already has access to proprietary research and operating insights into many of the companies and industries that meet this template.

          The
Operating Company will be externally managed by the Investment Adviser, a wholly-owned subsidiary of New Mountain, a private equity firm with a track record of investing in the
middle market and with assets under management (which includes amounts committed, not all of which have been drawn down and invested to date) totaling more than $8.5 billion as of
December 31, 2010. New Mountain focuses on investing in defensive growth companies across its private equity, public equity and credit investment vehicles. The Operating Company was formed as a
subsidiary of Guardian AIV by New Mountain in October 2008. Guardian AIV was formed through an allocation of approximately $300.0 million of the $5.1 billion of commitments supporting
Fund III, a private equity fund managed by New Mountain, and in February 2009 New Mountain formed a co-investment vehicle, Guardian Partners, comprising $20.4 million of
commitments.

          Since
the commencement of the Predecessor Entities' operations in October 2008 through December 31, 2010, approximately $[585.9] million has been
invested in [    •    ] companies and total realized and unrealized gains and investment income of approximately
$[    •    ] million have been earned with an average holding period of nine months. Going forward, we intend to invest primarily in debt
securities that are rated below investment grade and have unlevered yields of 10% to 15%. However, there can be no assurance that targeted returns will be achieved on our investments as they are
subject to risks, uncertainties and other factors, some of which are beyond our control, which may lead to non payment of interest and principal. See "Risk Factors — Risks Relating
to Our Investments".

102

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Direct   Line: 212.859.8272

Fax:   212.859.4000

February 7,   2011

CORRESPONDENCE VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

New   Mountain Guardian Corporation

Ladies and Gentlemen:

On behalf of New Mountain Guardian Corporation, a Delaware corporation (the “Company”), and pursuant to the conversation that the Company had with Mr. Ganley, Senior Counsel in the Securities and Exchange Commission’s Division of Investment Management (the “Division”), we are submitting via correspondence the Company’s draft Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 filed on July 22, 2010 (the “Registration Statement”) relating to the registration of shares of the Company’s common stock, par value $0.01 per share. Also included are (i) the Company’s response letter to the Division’s telephonic comments received January 25, 2011, (ii) a copy of the Valuation Policies of the Company and New Mountain Guardian Holdings, L.L.C. and (iii) a PDF showing the changes to the Registration Statement since Pre-Effective Amendment No. 1 was filed on September 16, 2010.

Except as noted in the Registration Statement, all of the exhibits will be included in a subsequent amendment to the Registration Statement.  The filing fee of $14,260 was paid by wire transfer to the Securities and Exchange Commission, Account Number 152307768324, US Bank, ABA No. 081000210 on July 9, 2010.

Please direct any questions or comments that the Staff may have with regard to the filing to Jessica Forbes at 212.859.8558 or to the undersigned at the above-referenced number.

Sincerely,

/s/ STUART H. GELFOND

Stuart   H. Gelfond

cc:

Robert   A. Hamwee (New Mountain Guardian Corporation)

Adam   Weinstein (New Mountain Guardian Corporation)

Direct Line: 212.859.8272

Fax: 212.859.4000

Stuart.Gelfond@ffhsj.com

February 7,
2011

Mr. John
M. Ganley

Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:New
Mountain Guardian Corporation

Registration Statement on Form N-2

Filed September 16, 2010

File No. 333-168280

Dear
Mr. Ganley:

        This
letter sets forth the response of New Mountain Guardian Corporation (the "Company" or "New Mountain Guardian") to the comments, given in a telephonic conference on
January 25, 2011, of the staff of the Division of Investment Management (the "Staff") with respect to the Registration Statement (File No. 333-168280) filed
September 16, 2010 (the "Registration Statement"). In such telephonic conference, you invited the Company to submit a draft Amendment No. 2 ("Draft Amendment No. 2") via
correspondence with the Staff so that the Staff could review Draft Amendment No. 2 before the December 31, 2010 audited financial statements were complete. For your convenience, we have
endeavored to repeat each comment. Unless otherwise noted, all references herein to page numbers are to page numbers in Draft Amendment No. 2, which accompanies this response letter. For
purposes of this letter, the defined terms used herein shall have the meaning ascribed to them in Draft Amendment No. 2.

        Please
note that, as discussed above, the Company's audited December 31, 2010 financial statements are not yet complete and therefore are not included in Draft Amendment
No. 2. However, some financial information and metrics as of December 31, 2010 are included in brackets.

 Prospectus Summary (Pages 1-17 of the Registration Statement)

1.The Staff noted that the Prospectus Summary should be shortened.

Response:    In response to the Staff's comment, the Company has shortened the Prospectus Summary, including by (i) deleting the graphs
from pages 7 and 8, (ii) duplicative descriptions of the numbers of professionals at New Mountain, (iii) duplicative information about the operating history of the fund and
(iv) information about New Mountain from page 4.

 Prospectus Summary—The Company (Page 1 of the Registration Statement)

2.The Staff noted that this section states that New Mountain Guardian, through the Operating Company, will invest primarily in the debt
of companies that the Investment Adviser believes are "high quality." The Staff noted that the term "high quality" is commonly used to refer to the top two tiers of investment grade debt and requested
that the Company delete that reference.

Response:    In response to the Staff's comment, the Company has revised the disclosure on pages 2, 7, 84, 102 and 107. Draft Amendment
No. 2 does not use the term "high quality" to refer to companies.

 Prospectus Summary—The Company (Page 1 of the Registration Statement)

3.The Staff noted that the Registration Statement states that "we intend to target investments that we believe are capable of yielding
a total asset level of unlevered return of 10% to 15% . . . ." The Staff noted that such disclosures about future performance may be misleading and cited Rule 156(b)(2) of the Securities Act of
1933, as amended (the "Securities Act").

Response:    The Company notes the Staff's comments and has revised the language on pages 2 and 102 to clarify that the Company will
target future individual investments with contractual yields between 10% and 15% and to add additional explanatory and cautionary language. The Company respectfully advises the Staff that given the
Company's focus on yield-bearing investments, it is important (i.e., material) to investors for the Company to make clear that the potential yields for
individual future investments that it is targeting are not in line with the prior performance of the Predecessor Entities as a whole. We believe our disclosure relating to target yields is wholly
consistent with Rule 156(b)(2). Rule 156(b)(2) provides, among other things, that representations about past or future performance could be misleading because of portrayals of past
performance that would imply that gains or income realized in the past would be repeated in the future. Since their inception, the Predecessor Entities have experienced total returns on their
respective investments that are extraordinarily high due to the unique market circumstances that existed during the period shortly after the formation of the Predecessor Entities. The Company has
intentionally downplayed its historically high returns in the Registration Statement so as not to be misleading, but the Company's financial statements still show these historically high returns. In
light of the fact that market conditions have dramatically changed in the
last year or so, it would be misleading for the Company not to state that it now intends to purchase investments with contractual yields between 10% and
15%.

In
disclosing the contractual yields the Company is targeting, the Company is not making any guarantee about the future investment performance of the Company as a whole, or even any given investment.
Rather, it is simply stating the fact that it only seeks to state the contractual yield on future investments that it intends to make. Moreover, any chance for confusion in that regard should be
mitigated by the fact that the disclosure includes cautionary language that notes that "there can be no assurance that targeted returns will be achieved on our investments as they are subject to
risks, uncertainties and other factors, some of which are beyond our control, which may lead to non-payment of interest and principal."

 Prospectus Summary—The Company (Page 2 of the Registration Statement)

4.The Staff noted that the Registration Statement should define EBITDA.

Response:    In response to the Staff's comment, the Company has defined EBITDA on page 2.

 Prospectus Summary—The Company (Page 2 of the Registration Statement)

5.The Staff noted that December 31, 2010 numbers should be used on page 2 of the Registration Statement where the
financial results of the Predecessor Entities are discussed.

Response:    The Company will provide December 31, 2010 numbers on page 3 at such time as they become available. Furthermore,
the Company will provide December 31, 2010 audited financial statements at such time as they become available and will file them with Amendment No. 2.

 Prospectus Summary—The Company (Page 2 of the Registration Statement)

6.The Staff requested more disclosure of how fair value is calculated in connection with the two pie charts on page 2 of the
Registration Statement. Furthermore, the Staff requested that the Valuation Policies of New Mountain Guardian and the Operating Company be provided to the SEC.

Response:    In response to the Staff's comment, the Company has revised the disclosure on pages 3 and 103 of Draft Amendment
No. 2. The Valuation Policies of the Company and the Operating Company have been filed as correspondence with this letter.

 Prospectus Summary—The Company (Page 3 of the Registration Statement)

7.The Staff noted that the introduction of New Mountain Guardian Debt Funding, L.L.C. and New Mountain Guardian Debt Funding, L.L.C. at
the bottom of page 3 of the Registration Statement was confusing.

Response:    In response to the Staff's comment, the Company has revised the disclosure on page 3.

 Prospectus Summary—Recent Developments (Page 5 of the Registration Statement)

8.The Staff noted that the Registration Statement should clearly state that the recent developments section is
unaudited.

Response:    In response to the Staff's comment, the Company has revised the disclosure on pages 5 and 87, but at this time has not
included any data.

 Prospectus Summary—Competitive Advantages (Page 9 of the Registration Statement)

9.The Staff noted that it was unclear whether or not the funds intended to invest in loans in the secondary market, start originating
loans or buy new issues of loans.

Response:    In response to the Staff's comment, the Company has revised the disclosure on pages 7, 110 and 111.

 Prospectus Summary—Operating and Regulatory Structure (Page 15 of the Registration Statement)

10.The Staff noted that the first paragraph of "Prospectus Summary—Operating and Regulatory Structure" should begin by
mentioning the 200% asset coverage ratio under the Investment Company Act of 1940, as amended (the "1940 Act").

Response:    In response to the Staff's comment, the Company has revised the disclosure on page 12.

 Prospectus Summary—Risk Factors (Page 16-17 of the Registration Statement)

11.The Staff noted that a risk factor for immediate dilution should be included in the "Prospectus Summary—Risk Factors"
section.

Response:    In response to the Staff's comment, the Company has revised the disclosure on page 14.

 Risk Factors—Risks Relating to Our Business (Pages 29-50 of the Registration Statement)

12.The Staff noted that the state of all the no-action relief requests should be disclosed in the risk factors in the
Registration Statement. The Staff noted that this disclosure could be removed from the Registration Statement for each no-action relief request once such request was granted. In particular
the Staff noted that requests for relief from sections 55 and 61 of the 1940 Act should be disclosed and that the disclosure should note that relief was not guaranteed.

Response:    In response to the Staff's comment, the Company respectfully advises the Staff that the Company will not distribute a
Section 10 prospectus unless it receives relief from sections 55 and 61 of the 1940 Act. The Company is relying on revised or existing disclosure on pages 42, 43 and 48 of Draft
Amendment No. 2 to disclose other no-action exemptive relief requests.

 Business—Market Opportunity (Page 115 of the Registration Statement)

13.The Staff noted that the two graphs on page 115 of the Registration Statement were small and might violate the legibility
requirements in Rule 421.

Response:    In response to the Staff's comment, the graphs now appear larger on pages 110-111.

 Portfolio Companies (Pages 124 and 125 of the Registration Statement)

14.The Staff noted that the font size in some sections of the Registration Statement might be too small. In particular the Staff noted
that the font size in the schedule of investments on pages 124 and 125 of the Registration Statement was too small. The Staff noted that 10-point font was generally required in the
Registration Statement, except for in the case of tables, where 8-point font was required.

Response:    In response to the Staff's comment, the Company has adjusted font sizes throughout Draft Amendment No. 2.

*    *    *

        Should
you have any questions or comments with respect to this filing, please call me at (212) 859-8272.

Sincerely,

/s/ STUART H. GELFOND

  Stuart H. Gelfond

cc:Robert
A. Hamwee (New Mountain Guardian Corporation)

Adam Weinstein (New Mountain Guardian Corporation)

Jessica Forbes (Fried, Frank, Harris, Shriver & Jacobson LLP)

Steven B. Boehm (Sutherland Asbill & Brennan LLP)

John J. Mahon (Sutherland Asbill & Brennan LLP)

  New Mountain Guardian Corporation
  Valuation Policy

        New Mountain Guardian Corporation (the "Company") conducts the valuation of our assets, pursuant to which our net asset value is
determined, at all times consistent with generally accepted accounting principles, or GAAP, and the Investment Company Act of 1940. In all cases, our Board of Directors is ultimately and solely
responsible for determining the fair value of the Company's portfolio investments on a quarterly basis in good faith, including those that are not publicly traded, those whose market prices are not
readily available, and any other situation where the Company's portfolio investments require a fair value determination. The Company's quarterly valuation procedures are set forth in more detail
below:

(1)Investments
for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from
Bloomberg;

(2)Investments
for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step
valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP. These pricing services include, but are not limited to:
Thomson Reuters LPC, Markit Loans Portal, and Interactive Data Corporation. The Board of Directors employs the following procedures:

•Bond quotes are obtained through Interactive Data Corporation. Analytics are performed by the investment professionals of
New Mountain Guardian Holdings, L.L.C.'s investment advisor (the "Investment Advisor") to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is
used. If the Investment Advisor is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds the materiality threshold (defined below), the investment is valued
similarly to those assets with no readily available quotes (see (3) below);

•For investments other than bonds, we look at the number of quotes readily available and perform the
following:

(a)Investments
for which more than two quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes
obtained;

(b)Investments
for which one or two quotes are received from a pricing service are validated internally. The investment professionals of the Investment Advisor
analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Advisor is unable to sufficiently validate the quote(s)
internally and if the investment's par value exceeds the materiality threshold (defined below), the investment is valued similarly to those assets with no readily available quotes (see
(3) below).

(3)Investments
for which quotations are not readily available through exchange