UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 36, 2017

NF Investment Corp.

(Exact name of registrant as specified in charter)

Maryland	No. ~~000~~814-~~54961~~01004	61-1696304
(State or other jurisdiction of incorporation or registration)	(Commission File Number)	(I.R.S. Employer Identification No.)
520 Madison Avenue, 40th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 813-4900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets

On ~~May~~June 39, 2017, ~~NF Investment Corp.~~ (the “~~Company~~Closing Date”), ~~entered~~pursuant ~~into~~to anthe Agreement and Plan of Merger, ~~(the~~dated ~~“Agreement”) with TCG BDC~~May 3, ~~Inc.~~2017 (the “~~TCG BDC~~Agreement”), anby ~~externally~~and ~~managed,~~between ~~non-diversified~~NF ~~closed-end investment company that has elected to be regulated as a business development company under the~~ Investment ~~Company~~Corp. ~~Act of 1940, as amended~~ (the “~~Investment~~ Company ~~Act~~”). ~~Both the Company~~ and TCG BDC, ~~are managed by Carlyle GMS Investment Management L~~Inc.~~L.C.~~ (~~the~~ “~~Investment~~TCG ~~Adviser~~BDC”)., ~~A description of~~ the ~~Merger~~Company ~~Agreement~~merged iswith ~~set forth below~~ and isinto ~~qualified~~TCG inBDC ~~its entirety to~~ (the ~~full text of the~~ “Merger ~~Agreement~~”), ~~which~~with ~~is included~~TCG inBDC ~~the~~as ~~preliminary proxy statement filed by~~ the ~~Company~~surviving ~~on Schedule 14A in respect of the proposed Merger on May 5, 2017 and is incorporated by reference herein~~entity.

~~Pursuant~~As toof the ~~Agreement,~~effective ~~among~~time ~~other~~of ~~things~~the ~~and~~Merger, ~~subject~~each toshare ~~certain~~of ~~conditions~~common ~~described~~stock ~~therein,~~of the Company ~~will~~was ~~merge~~converted ~~with and~~ into ~~TCG BDC (~~the ~~“Merger”),~~right ~~with~~to ~~TCG~~receive ~~BDC~~a asmixture ~~the~~of ~~surviving~~cash and ~~entity.~~shares ~~The~~of ~~respective~~common ~~boards~~stock of ~~directors of the Company and~~ TCG BDC, ~~including~~par ~~the~~value ~~directors~~$0.01 ~~who~~per ~~are~~share ~~not “interested persons” as defined in Section 2~~(~~a)(19) of~~ the ~~Investment Company Act (~~“~~Independent~~Acquisition ~~Directors~~Shares”), ~~determined~~in ~~that~~accordance ~~the~~with ~~Merger would be in~~ the ~~best~~elections ~~interests~~ of ~~each of~~ the ~~Company and TCG BDC, and that the interest of their respective existing~~ stockholders ~~would not be diluted as a result~~ of the ~~Merger,~~ ~~and~~Company ~~further approved the Merger upon the terms and subject to the conditions and limitations set forth in the Agreement. The closing of the Merger~~ (the “~~Closing~~Elections”) ~~is expected to occur on June 7, 2017, or such other date as the parties may agree (the “Closing Date”), subject to the satisfaction or waiver of certain closing conditions, as described below~~. ~~It is expected that the Merger will result in the recognition of capital gain or loss for U.S. federal income tax purposes by holders of common stock of the Company.~~

IfBased ~~the~~on ~~proposed Merger is consummated,~~ the ~~Company~~results ~~will cease to exist as a separate corporation, and each share~~ of ~~common stock of~~ the ~~Company~~Elections, ~~will be converted into~~ the ~~right~~stockholders elected to receive ain ~~mixture~~the ofaggregate ~~cash and shares of common stock of TCG BDC~~434,233 ~~par value $0.01 per share (the “~~Acquisition Shares” and ~~together with~~approximately ~~such~~$145.6 ~~cash,~~million ~~the “Merger Consideration”),~~ in accordance with the elections of the stockholders of the Company (each, an “Election,” under which at least 5% of the Merger Consideration received by each stockholder of the Company must be in the form of Acquisition Shares)cash. ~~In accordance with the Maryland General Corporation Law, the Agreement provides that the maximum number of Acquisition Shares that may be issued is 20% of the outstanding shares of common stock of~~ TCG BDC ~~immediately~~ prior to the effective time of the Merger (the “Effective Time”). In light of the relative net asset values of the parties, this limit will not impact the Elections of the stockholders of the Company. The net asset value of the Merger Consideration that each stockholder of the Company is ~~entitled~~using tocash ~~receive~~on ~~under~~hand ~~the Agreement will be equal~~ to ~~the~~fund ~~net asset value of such stockholder’s shares of common stock of~~ the ~~Company~~cash ~~valued in accordance with the procedures described below~~payment. ~~The stockholders of the Company will receive fractional Acquisition Shares, if applicable, to the second decimal place.~~

~~Each~~The ~~stockholder~~descriptions of the ~~Company~~Merger ~~is an existing stockholder of TCG BDC,~~ and ~~is bound by~~ the ~~existing~~Agreement ~~subscription~~in ~~agreement between such~~this ~~stockholder~~report ~~and~~are ~~TCG~~qualified ~~BDC~~in ~~(the~~their ~~“Existing~~entirety ~~Subscription~~by ~~Agreement”).~~reference ~~The~~to ~~distribution of~~ the ~~Acquisition~~full ~~Shares~~text ~~to each stockholder~~ of the ~~Company~~Agreement, ~~pursuant~~which tois ~~the~~included ~~Agreement~~in ~~will~~the beproxy ~~subject~~statement tofiled anby ~~agreement~~the byCompany ~~each~~on ~~stockholder~~Schedule ~~that,~~14A in respect of ~~such~~the ~~Acquisition~~Merger ~~Shares~~on May 19, ~~such~~2017 ~~stockholder~~and is ~~subject~~incorporated toby ~~the restrictions of, and entitled to the benefits of, the Existing Subscription Agreement~~reference herein.

~~The~~Item ~~net~~3.03. ~~asset~~Material ~~value~~Modification ~~of the Company will be the value of its assets, less its liabilities, computed as of the business day immediately prior~~ to ~~the~~ ~~Closing~~Rights ~~Date or such other time as may be mutually agreed upon by the parties (such time~~ of ~~valuation,~~Security the “Valuation Time”). The net asset value of the Company and the Acquisition Shares shall be determined by using the Company’s and TCG BDC’s respective valuation procedures (which are identical) or such other valuation procedures as shall be mutually agreed upon by the parties. Holders

~~Under~~The ~~the~~information ~~Agreement,~~included ~~the~~under Company will declare, prior to the Valuation Time, a dividend or dividends that will satisfy the annual distribution requirement necessary for the Company to qualify as a regulated investment company (“RIC”) for UItem 2.S.01 ~~federal~~above ~~income~~is ~~tax~~incorporated ~~purposes~~by ~~and~~reference ~~avoid~~into ~~the~~this ~~imposition of excise tax (such dividend(s), the “RIC Dividends”)~~Item 3. ~~The RIC Dividends shall be distributed to the stockholders of the Company prior to Closing~~03.

~~The~~Item ~~Agreement~~5.01. ~~contains~~Changes ~~(a) customary representations and warranties made by each party to the other party, and (b) customary covenants and agreements, including: (i) a covenant by the Company to assist TCG BDC~~ in ~~obtaining~~Control ~~such information as it reasonably requests concerning the beneficial ownership~~ of the Company’s common stock; (ii) a covenant by each party to cooperate in the preparation of the proxy materials to be filed in connection with the Merger; and (iii) a covenant by each party to take actions reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by the AgreementRegistrant.

The ~~Closing~~information ofincluded ~~the~~under ~~Merger is subject to certain conditions, among others: (i)~~Item ~~the~~2.01 ~~Agreement~~above ~~shall~~is ~~have~~incorporated ~~been~~by ~~approved~~reference byinto ~~the~~this ~~stockholders~~Item 5.01. ofAs a ~~majority~~result of the ~~outstanding stock of the Company; (ii) the absence of any injunctions~~Merger, ~~proceedings~~a ~~and investigations~~change ~~seeking to restrain or prohibit, or obtain damages or other relief~~ in ~~connection~~control ~~with, the Agreement or the Merger; (iii) all governmental approvals or filings required for the consummation~~ of the ~~Merger shall have been obtained or made, if any; (iv) the RIC Dividends shall have been declared prior to the Valuation Time and distributed to the stockholders of the~~ Company occurred.

~~prior~~Item to5.02. ~~Closing;~~Departure ~~(v) the Company shall have provided TCG BDC a list~~ of ~~all~~Directors ofor ~~its~~Certain ~~portfolio securities and investments~~Officers; ~~and~~Election ~~(vi) the representations and warranties~~ of ~~each~~Directors; ~~party contained~~Appointment ~~in the Agreement shall be true and correct in all material respects as~~ of ~~the~~Certain ~~date~~Officers; ofCompensatory ~~the~~Arrangements ~~Agreement and as~~ of ~~the~~Certain ~~Closing and each party shall have complied with the covenants set forth in the Agreement in all material respects.~~ Officers

~~The~~As ~~parties~~of ~~may terminate~~ the ~~Agreement~~Closing ~~by mutual consent. In addition~~Date, ~~either~~all ~~party may terminate the Agreement at any time before Closing if: (i) the non-terminating party breaches any representation or warranty or other provision~~ of the ~~Agreement,~~current ~~and~~directors ~~such breach is not cured within 10 days~~ of the ~~breach~~Company ~~and~~ceased ~~prior~~ to ~~the Closing;~~ ~~(ii) any condition precedent to such party’s obligations to complete the Merger has not been met or waived and it reasonably appears that it will not or cannot~~ be ~~met; or (iii) such party’s board of~~ directors ~~determines that the consummation~~ of the ~~Merger is not in the best interests of such party. In the event that the Agreement is terminated in accordance with its terms, there will be no liability for damages on the part of the~~ Company or ~~TCG~~members ~~BDC, except in the case~~ of ~~a party’s~~any ~~willful~~board ~~default of its obligations under the Agreement~~committees.

~~The~~As ~~representations, warranties, covenants and agreements contained in the Agreement have been made solely for the purposes~~ of the ~~Agreement~~Closing ~~and~~Date, aseach of ~~specific dates and solely for~~ the ~~benefit~~executive ofofficers ~~parties to the Agreement and (i) are not intended as statements~~ of ~~fact, but rather as a way of allocating~~ the ~~risk~~Company ~~between~~ceased ~~the parties in the event the statements therein prove~~ to behold ~~inaccurate;~~his (ii) in many cases are subject to important qualifications and limitations, including certain confidential disclosures that were made between the parties in connection with the negotiation of the Agreement, which disclosures are not reflected in the Agreement itself; (iii) may only be true as of a given date; and (iv) may apply standards of materiality in a way that is different from what may be viewed as material by an investor or aher stockholder. Accordingly, investors and stockholders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, TCG BDC or any of their respective ~~subsidiaries~~position ~~or affiliates. The representations and warranties and other provisions of the Agreement should not be read alone, but instead should be read together~~ with the ~~other information concerning the parties that each party files in reports and statements with the Securities and Exchange Commission (the “SEC”)~~Company.

~~IMPORTANT~~Item ~~ADDITIONAL~~5.07. ~~INFORMATION~~Submission ~~WILL~~of BEMatters ~~FILED~~to ~~WITH~~a ~~THE~~Vote ~~SEC~~of Security Holders

~~This~~On ~~communication~~June 6, is2017, ~~being~~the ~~made~~Company inheld ~~respect~~its of2017 ~~the~~Annual ~~proposed~~Meeting ~~Merger~~of ~~between~~Stockholders (the ~~Company~~“Annual ~~and TCG BDC~~Meeting”). InThe ~~connection~~following ~~with~~three ~~the~~proposals were ~~proposed~~voted ~~Merger,~~on at the ~~Company~~ ~~plans~~Annual toMeeting: ~~file with~~ (1) the ~~SEC~~election aof ~~definitive~~John ~~proxy~~G. ~~statement~~Nestor onas ~~Schedule~~a ~~14A~~director, ~~that~~to ~~also~~serve ~~constitutes~~for a ~~private~~three-year ~~placement~~term ~~memorandum~~and ~~relating~~until tohis ~~the~~successor ~~distribution~~is byduly ~~TCG~~elected ~~BDC~~and ofqualified ~~the~~or ~~Acquisition~~until ~~Shares~~his toearlier ~~the~~death, ~~stockholders~~resignation ofor ~~the~~removal; ~~Company~~ (2) the ~~“Proxy~~ratification ~~Statement/Private~~of ~~Placement~~the ~~Memorandum”).~~selection ~~The~~of ~~definitive~~Ernst & ~~Proxy~~Young ~~Statement/Private~~LLP ~~Placement~~as ~~Memorandum will be mailed to~~ the ~~stockholders of the~~ Company.’s ~~INVESTORS~~independent ~~AND~~registered ~~SECURITY~~public ~~HOLDERS~~accounting OFfirm ~~THE~~for ~~COMPANY~~the ~~ARE~~fiscal ~~URGED~~year TOending ~~READ~~December 31, ~~THE~~2017; ~~PROXY STATEMENT/PRIVATE~~and ~~PLACEMENT~~(3) the ~~MEMORANDUM~~approval ~~AND~~of ~~OTHER~~the ~~DOCUMENTS~~Agreement, ~~FILED~~pursuant ~~WITH~~to ~~THE~~which ~~SEC~~the Company ~~CAREFULLY~~would INmerge ~~THEIR~~with ~~ENTIRETY~~and ~~WHEN~~into ~~THEY~~TCG ~~BECOME~~BDC, ~~AVAILABLE~~with ~~BECAUSE~~TCG ~~THEY~~BDC ~~WILL~~surviving ~~CONTAIN~~the ~~IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER~~merger.

~~Investors~~Stockholders ~~and~~of ~~security~~record ~~holders~~at ~~will~~the beclose ~~able~~of tobusiness ~~obtain~~on May 3, ~~free~~2017 ~~copies~~were ofentitled ~~the~~to ~~Proxy~~vote ~~Statement/Private~~at ~~Placement~~the ~~Memorandum~~Annual ~~(when~~Meeting. ~~available)~~As ~~and other~~of ~~documents~~May 3, ~~filed~~2017, ~~with~~ the ~~SEC~~record bydate, ~~each~~there were 8,156,316 shares of ~~the~~common ~~Company~~stock outstanding and ~~TCG~~entitled ~~BDC~~to ~~through~~vote. ~~the~~8,040,678 ~~web~~shares ~~site~~of ~~maintained~~common bystock of the ~~SEC~~Company were present or represented at ~~www~~the meeting, constituting a quorum.~~sec.gov.~~

~~PROXY~~The ~~SOLICITATION~~final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each proposal was approved by the requisite vote.

~~The~~Proposal Company, TCG BDC and their respective directors, executive officers and certain other members of management and employees may be participants in the solicitation of proxies in respect of the stockholders of the Company in favor of the Merger1. ~~Information~~The ~~regarding~~election ~~the persons who may, under the rules~~ of ~~the~~John SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed Merger will be set forth in the Proxy Statement/Private Placement Memorandum when it is filed with the SECG. ~~You~~Nestor ~~can~~as ~~find information about TCG BDC’s executive officers and directors in~~a ~~its definitive proxy statement filed with the SEC on March 31~~director, ~~2017.~~to ~~Information~~serve ~~regarding~~for ~~the~~a ~~Company’s~~three-year ~~directors~~term and ~~executive~~until ~~officers~~his successor is ~~contained~~duly inelected ~~the~~and ~~Company’s~~qualified ~~Form~~or ~~10-K/A~~until ~~filed~~his ~~with~~earlier ~~the SEC on May 1~~death, ~~2017.~~resignation ~~You~~or ~~can~~removal: ~~obtain free copies of these documents in the manner set forth above.~~

Item 9.01 Financial Statements and Exhibits


Director Nominee	For	Withhold
John G. Nestor	8,040,678	0

ExhibitNo.		Description
2.1		Agreement and Plan of Merger by and between TCG BDC, Inc. and NF Investment Corp., dated as of May 3, 2017.(1)

Proposal 2. The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

(1) Incorporated by reference to Schedule 14A filed by the Company on May 5, 2017 (File No. 814-01004)


For	Against	Abstain	Broker Non-Votes
8,040,678	0	0	0

~~SIGNATURES~~Proposal 3. The approval of the Agreement and Plan of Merger between the Company and TCG BDC:

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


For	Against	Abstain	Broker Non-Votes
8,040,678	0	0	0

NFItem ~~Investment Corp~~9.01 ~~By:~~Financial ~~/s/~~Statements ~~Michael A. Hart Name: Michael A. Hart Title: Chief Executive Officer~~ and ~~Chairman~~Exhibits

Date: May 9, 2017


Exhibit No.		Description

2.1		Agreement and Plan of Merger by and between TCG BDC, Inc. and NF Investment Corp., dated as of May 3, 2017 (incorporated by reference to Schedule 14A filed by the Company on May 19, 2017 (File No. 814-01004)).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NF Investment Corp.

By:		/s/ Orit Mizrachi
Name:		Orit Mizrachi
Title:		Chief Operating Officer

Date: June 12, 2017

Filing Compare · NF Investment Corp.