SCHEDULE 13G: Cliffwater Entities Disclose 5.14% Passive Stake in New Mountain Private Credit Fund

Cliffwater Corporate Lending Fund, Cliffwater LLC, and Stephen Nesbitt have jointly disclosed a passive beneficial ownership of 5.14% in New Mountain Private Credit Fund, totaling 2,000,760 common shares.

Summary

• The filing identifies Cliffwater Corporate Lending Fund, Cliffwater LLC, and Stephen Nesbitt as the Reporting Persons.
• The Issuer is New Mountain Private Credit Fund, with its principal executive offices located at 1633 Broadway, 48th Floor, New York, NY, 10019.
• The Reporting Persons collectively beneficially own 2,000,760 common shares of beneficial interest, par value $0.001 per share, in New Mountain Private Credit Fund.
• This ownership represents 5.14% of the class, based on 38,919,693 shares outstanding as of December 17, 2024, as provided by the Issuer.
• The Reporting Persons have shared voting power over 1,945,984.70 shares, noting that voting rights above 4.99% have been waived.
• They also have shared dispositive power over all 2,000,760 shares.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is a routine disclosure of a significant passive stake, which generally indicates institutional confidence, but it provides no new operational or financial performance data to assess the issuer's current state.

Positives

• The disclosure of a significant 5.14% stake by institutional investors like Cliffwater entities indicates a notable investment and potential confidence in New Mountain Private Credit Fund.
• The passive nature of the Schedule 13G filing suggests that the investment is for portfolio purposes rather than activist intent, which can be viewed as a stable, long-term holding by a major investor.

Negatives

• As a beneficial ownership disclosure, the Schedule 13G does not contain any specific negative financial or operational details about the issuer.

Risks

• The Reporting Person has explicitly waived voting rights above 4.99%, which limits their ability to influence corporate decisions or governance matters despite holding over 5% of the outstanding shares.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future performance, nor does it detail the reporting persons' future investment intentions beyond the passive nature of the current holding.

Management Comments

• "The Reporting Person has waived voting rights above 4.99%."
• "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing highlights a significant passive investment by a specialized credit fund manager (Cliffwater) into another private credit fund (New Mountain Private Credit Fund). This transaction reflects the ongoing institutional interest and capital allocation towards the private credit sector, which continues to attract investors seeking diversified income streams and alternative asset exposure. Such investments often signal confidence in the underlying asset class and the specific fund's investment strategy within the broader financial market.

Comparison to Industry Standards

• As a Schedule 13G filing, this document primarily serves as a disclosure of beneficial ownership and does not provide performance metrics for direct comparison to industry standards.
• However, the 5.14% stake is a notable position for an institutional investor like Cliffwater Corporate Lending Fund, indicating a significant allocation to New Mountain Private Credit Fund within its portfolio.
• This type of passive, significant stake is common among large institutional investors and funds of funds in the alternative investment space, such as those managed by major asset managers like Blackstone, KKR, or Ares, which frequently hold substantial, non-controlling positions in various underlying funds or companies as part of their diversified investment strategies.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding a passive stake may be viewed positively, suggesting confidence in the company's investment strategy and stability.
• Management: The passive nature of the investment indicates no immediate intent to influence control, allowing management to continue current strategies without activist pressure from this specific investor.

Next Steps

• The document does not specify any future actions, events, or milestones for the issuer or the reporting persons beyond the ongoing passive investment.

Key Dates

Keywords

New Mountain Private Credit Fund, Cliffwater Corporate Lending Fund, Cliffwater LLC, Stephen Nesbitt, Schedule 13G, Beneficial Ownership, SEC Filing, Investment Fund, Credit Fund, Passive Investment, Institutional Investor