M&A - Logan Ridge Finance Corp.

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525020019

Filing Summary: On January 29, 2025, Logan Ridge Finance Corporation (LRFC) entered into a Merger Agreement with Portman Ridge Finance Corporation (PTMN) and its wholly-owned subsidiary, Portman Ridge Merger Sub, Inc. This agreement initiates a two-step merger process where LRFC will first merge into the Merger Sub and subsequently, LRFC will merge into PTMN, with PTMN emerging as the surviving entity. Each LRFC common stock holder will receive 1.500 shares of PTMN common stock in exchange for their shares. To maintain its status as a regulated investment company, LRFC will declare dividends totaling at least $1.0 million prior to the merger completion. The combination is subject to various conditions, including shareholder approvals from both companies. The expected timeline for consummation of the mergers is during the second quarter of 2025. The document outlines rights, warranties, covenants, and future filings relevant to the merger process.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525017187

Filing Summary: Logan Ridge Finance Corporation (LRFC) has entered into a merger agreement with Portman Ridge Finance Corporation (PTMN). Under this agreement, LRFC will merge into PTMN, which will be the surviving entity, trading on NASDAQ as 'PTMN'. This strategic move, approved by both companies' boards, aims to enhance scale and efficiency. Key details include the expected doubling of PTMN's total assets to over $600 million and a net asset value of approximately $270 million. Investors will receive 1.50 shares of PTMN for each share of LRFC, indicating potential value appreciation, with shares valued at 25.02 per LRFC share, which is a 4% premium over the previous closing price. This merger is positioned to improve trading volume, reduce costs, and enhance financial resilience. Both firms will hold a conference call to provide further insights on this transaction.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525017190

Filing Summary: Portman Ridge Finance Corporation and Logan Ridge Finance Corporation have announced a merger agreement where Logan Ridge Finance Corporation (LRFC) will merge with and into Portman Ridge Finance Corporation (PTMN). The deal is subject to shareholder approvals and other closing conditions. If completed, PTMN will be the surviving entity and will continue to trade on Nasdaq under the symbol PTMN. The merger is designed to enhance PTMN's size and scale, facilitating increased trading volume and potential access to diverse financing at reduced costs. The combined company is expected to have total assets exceeding $600 million and a net asset value of approximately $270 million. The merger is anticipated to be immediately accretive to PTMN's net asset value by 1.3% and core net investment income due to cost efficiencies from annual operating expenses estimated at $2.8 million. The companies will host a joint conference call on January 30, 2025, to discuss the transaction. The merger will involve shareholders of LRFC receiving 1.50 shares of PTMN common stock per LRFC share, which is at a premium to LRFC's recent share price. The merger must meet customary conditions and approvals, and completion is expected in the second quarter of 2025. Comments from management highlight the strategic significance of this merger in enhancing shareholder value and operational synergies.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525017193

Filing Summary: On January 30, 2025, Logan Ridge Finance Corporation (LRFC) filed a 425 form in relation to its proposed merger with Portman Ridge Finance Corporation (PTMN). The merger involves LRFC merging into PTMN under a fixed exchange ratio of 1.500x. LRFC shareholders are anticipated to receive approximately $25.02 per share, representing a 4% premium over the LRFC closing price prior to the announcement. The transaction is expected to close in Q2 2025, pending shareholder approvals and standard closing conditions. PTMN and LRFC expect the merger to create synergies including increased scale, reduced tangible operating expenses, and improved liquidity for both companies. The document emphasizes a commitment to delivering strong and sustainable returns to shareholders through a diversified portfolio and enhanced management efficiency post-merger. Management and governance structures are expected to remain largely unchanged post-merger with Sierra Crest continuing to serve as the investment adviser. Additional cost savings and liquidity benefits are anticipated from the merger, contributing to a well-structured plan aimed at enhancing shareholder value.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525017207

Filing Summary: On January 30, 2025, Portman Ridge Finance Corporation (PTMN) announced a definitive agreement to merge Logan Ridge Finance Corporation (LRFC) into PTMN. The proposed transaction, subject to shareholder approvals, will use a fixed exchange ratio of 1.500x, resulting in LRFC shareholders receiving an approximate total consideration of $25.02 per share, representing a 4% premium over LRFC's closing stock price as of January 24, 2025. The merger aims to create synergies and scale, benefiting both companies' shareholders through cost savings and enhanced returns. It is expected to close in Q2 2025 following necessary approvals. The expected savings include over $700,000 in tangible costs per quarter. PTMN anticipates that the merger will improve its market capitalization and trading liquidity over time while enabling better management of financing facilities. Sierra Crest will continue as the investment adviser for the combined entity with expected governance structures remaining largely the same.

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