Portman Ridge Finance Corporation completes merger with
- The combined company is expected to have total assets of approximately $614 million
- Fourth strategic transaction closed by Portman Ridge in three years
NEW YORK, June 09, 2021 (GLOBE NEWSWIRE) — Portman Ridge Finance Corporation (NASDAQ: PTMN) (the “Company” or “PTMN”) today announced the closing of the previously announced merger with Harvest Capital Credit Corporation (formerly NASDAQ: HCAP) (“HCAP”). The combined company, which will continue to be externally managed by Sierra Crest Investment Management LLC (“Sierra Crest”), an affiliate of BC Partners Advisors LP (“BC Partners”), is expected to have total assets of approximately $614 million and a net asset value of approximately $268 million after closing.
Following the merger, HCAP shareholders will receive, in total:
- a cash payment from Sierra Crest of $2.15 million, or approximately $0.36 per share of HCAP common stock, more
- PTMN Aggregate Merger Consideration consisting of (i) approximately $18.5 million in cash and (ii) approximately 15.3 million shares of PTMN common stock.
With respect to the PTMN Merger Consideration, HCAP shareholders were entitled, for some or all of the common shares of HCAP held by them at the time the merger became effective, to elect to receive the Merger Consideration in the form of cash (an “Election”) or common stock of PTMN, subject to certain terms and limitations in the Merger Agreement. Accordingly, following the elections received from HCAP shareholders and any resulting adjustments under the Merger Agreement, each common share of HCAP in respect of which an election has been validly submitted (an “Electing Share ”) will receive, in aggregate, approximately $7.43 in cash and 0.74 common shares of PTMN, while each non-electing common share of HCAP will receive, in aggregate, approximately 3.86 common shares of PTMN. Pursuant to the terms of the merger agreement, 475,806 voting shares were converted into non-voting shares to ensure that the value of the aggregate cash consideration paid by PTMN to holders of voting shares is equal to the total cash consideration HCAP received from PTMN .
The merger received strong support from HCAP’s shareholder base, with over 96% of voting shareholders approving the transaction. At closing, shareholders of PTMN and HCAP owned approximately 83.4% and 16.6%, respectively, of the combined company. As part of the merger, Joseph Jolson, President and CEO of HCAP and HCAP’s largest non-institutional shareholder, agreed to a merger consideration consisting solely of PTMN common stock and agreed not to transfer his shares of PTMN received in the merger for 90 days after closing to facilitate liquidity for other shareholders.
Ted Goldthorpe, President and CEO of PTMN and Head of BC Partners Credit, said, “We are very pleased to complete the merger with Harvest Capital, highlighting the continued execution of our strategy to target attractive consolidation opportunities. which translates into increased profits for shareholders. As in past transactions, we expect shareholders to benefit from operational and cost synergies generated by lower financing costs, a lower blended fee structure, lower public company costs per share and increased share liquidity. . Adding the assets of Harvest Capital is consistent with our long-term goal of building a diversified portfolio of high-quality investments in direct-issued senior secured debt and we look forward to continuing to implement this strategy. .
Simpson Thacher & Bartlett LLP acted as counsel to PTMN. Keefe, Bruyette & Woods, A Stifel company served as financial advisor to the Special Committee of the Board of Directors of HCAP. Dechert LLP acted as an advisor to HCAP and the Special Committee of the HCAP Board of Directors.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed investment company that has elected to be regulated as a business development company under the Investment Companies Act of 1940 . and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. The Company’s investment activities are managed by its investment advisor, Sierra Crest Investment Management LLC, a subsidiary of BC Partners Advisors LP
Portman Ridge Finance Corporation’s filings with the Securities and Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available at the company at www.portmanridge.com.
About BC Partners Advisors LP and BC Partners Credit
BC Partners is a leading international investment firm with over $40 billion in assets under management in private equity, private credit and real estate strategies. Founded in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners’ leaders operate in all markets as an integrated team across the firm’s offices in North America and Europe. Since its inception, BC Partners has made 117 private equity investments in companies with a total enterprise value of €149 billion and is currently investing its eleventh private equity fund. For more information, visit www.bcpartners.com.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across all sectors, leveraging deal sourcing and the infrastructure provided by BC Partners.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The matters discussed in this press release, as well as in future oral and written statements by Portman Ridge Finance Corporation management, which are forward-looking statements, are based on management’s current expectations which involve substantial risks and uncertainties. which could cause actual results to differ. materially of the results expressed or implied by such forward-looking statements.
Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected business development, plans and expectations regarding future investments and future liquidity of the Company. We generally identify forward-looking statements by words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “could”, “intend”, “target”, “projects”, “outlooks”, “intends”, “believes”, “estimates”, “predicts”, “potential” or “continues” or the negative form of these terms or other similar words. Forward-looking statements are based on current plans, estimates and expectations which are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those indicated or anticipated by such forward-looking statements.
Important assumptions include our ability to generate new investments and achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt-to-asset ratios. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this press release should not be taken as a representation that such plans, estimates, expectations or objectives will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the uncertainty of the Company’s expected financial performance; (2) the expected synergies and savings associated with the transaction in which Harvest Capital Credit Corporation merged with and into the Company; (3) the ability of the Company and/or BC Partners to implement its business strategy; (4) changes in legal, regulatory and tax regimes; (5) changes in general and/or industry-specific economic conditions; (6) the impact of increased competition; (7) business prospects and prospects of the Company’s portfolio companies; (8) contractual agreements with third parties; (9) any future financing by the Company; (10) Sierra Crest Investment Management LLC’s ability to attract and retain highly talented professionals; (11) the Company’s ability to fund any unfunded commitments; (12) any future distributions by the Company; (13) changes in regional or national economic conditions, including, but not limited to, the impact of the COVID-19 pandemic and their impact on the industries in which we invest; and (14) other changes in conditions of the industries in which we invest and other factors listed in our filings with the SEC. Forward-looking statements should be read in conjunction with the risks and uncertainties discussed in the Company’s filings with the SEC, including the Company’s most recent Forms 10-K and 10-Q and other filings with the SEC. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required to be reported under SEC rules and regulations.
Portman Ridge Financial Corporation
650 Madison Ave, 23rd Floor
New York, NY 10022
Equity Group Inc.