M&A - Logan Ridge Finance Corp.

Form Type: N-54C

Filing Date: 2025-07-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525159371

Filing Summary: On July 15, 2025, Logan Ridge Finance Corporation merged with Portman Ridge Finance Corporation pursuant to the Agreement and Plan of Merger dated January 29, 2025, with Portman Ridge Finance Corporation being the surviving entity. As a result of this merger, the separate corporate existence of Logan Ridge Finance Corporation ceased. Portman Ridge Finance Corporation has elected to be regulated as a business development company under section 54(a) of the Investment Company Act of 1940.

Form Type: 425

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025031881

Filing Summary: On June 17, 2025, Portman Ridge Finance Corporation announced significant corporate initiatives, coinciding with its planned merger with Logan Ridge Finance Corporation (LRFC). The company will undergo a rebranding to 'BCP Investment Corporation' and will start trading under the new ticker 'BCIC'. A key feature of these initiatives includes the transition from a quarterly to a monthly base distribution beginning in 2026, maintaining the possibility for supplemental distributions. Additionally, the company plans to acquire up to 20% of its common stock over the next 24 months if shares trade below 80% of net asset value (NAV). This initiative aims at enhancing shareholder value and aligning interests with shareholders. An open market stock repurchase program worth up to $10 million has also been authorized. The special meeting of shareholders is set for June 20, 2025, to vote on the merger and related matters.

Form Type: 425

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025031914

Filing Summary: On June 17, 2025, Logan Ridge Finance Corporation entered into a Side Letter Agreement with Mount Logan Management LLC, the Company's investment adviser. The agreement stipulates that contingent upon the completion of a merger between Logan Ridge Finance Corporation and Portman Ridge Finance Corporation, the Company Adviser will provide a pre-closing cash payment of $0.47 per share to shareholders of record as of May 6, 2025. A press release was also issued on the same date announcing the signing of this agreement.

Form Type: 8-K

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025031887

Filing Summary: On June 17, 2025, Logan Ridge Finance Corporation entered into a Side Letter Agreement with Mount Logan Management LLC, the investment adviser to the Company. This agreement is contingent upon the closing of the previously announced merger with Portman Ridge Finance Corporation. The Company Adviser will finance a cash payment of $0.47 per share to Company shareholders of record as of May 6, 2025, following the merger. The document includes a press release about the signing of the Side Letter Agreement and indicates it is not to be deemed 'filed' for certain legal purposes. The full text of the Side Letter Agreement is available as an exhibit.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000162828025030789

Filing Summary: Logan Ridge Finance Corporation is involved in a proposed merger with Portman Ridge Finance Corporation, set to be discussed at a special meeting scheduled for June 20, 2025. The document serves as a solicitation for shareholder votes regarding the merger proposal. Shareholders are being urged to review and vote on the proxy materials sent and can confirm their voting intentions via a dedicated proxy services center. The board recommends shareholders vote in favor of the proposal. Forward-looking statements regarding potential risks and uncertainties associated with the merger process are included, emphasizing factors that could materially affect the completion and benefits of the merger. It also outlines participation by directors and executive officers from both companies in soliciting proxies related to this proposal. Additionally, it encourages shareholders to read all related filings with the SEC, such as the Joint Proxy Statement and Registration Statement for essential details and updates on the merger.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000162828025030792

Filing Summary: Logan Ridge Finance Corporation has filed a solicitation script related to a proposed merger with PTMN. The merger includes a special meeting of shareholders scheduled for June 20, 2025, where shareholders will vote on the proposal related to the merger. The board recommends that shareholders vote 'FOR' all proposals associated with the merger. A registration statement has been filed with the SEC, which contains important information regarding the merger and the parties involved. Proxy materials have been sent to shareholders, and they can vote via mail, internet, or telephone. The document provides details on how shareholders can confirm their votes and outlines the roles of various proxy voting specialists. There are forward-looking statements about future performance and associated risks tied to the merger.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000162828025030798

Filing Summary: Logan Ridge Finance Corporation (LRFC) is engaged in a proposed merger with Portman Ridge Finance Corporation (PTMN) aimed at enhancing shareholder value and operational efficiencies. The filing serves as a critical engagement with shareholders, urging them to respond as their input is deemed essential for the progress of the merger. PTMN has noted the urgency of communication efforts that have included mail, email, and phone outreach, with Broadridge Financial Solutions enlisted to facilitate shareholder engagement. The document outlines that the merger includes several forward-looking statements regarding future performance and operational integration, emphasizing potential benefits such as cost savings, synergy realization, and improved business prospects. However, it also warns shareholders of the inherent risks and uncertainties involving the merger's execution, such as the approval from shareholders, competing acquisition proposals, and the fulfillment of merger conditions. The filing underscores the importance of reviewing related registration statements and joint proxy statements for informed decision-making. Shareholders are encouraged to access important documents that disclose relevant information about the merger and future prospects on both the SEC website and the official websites of PTMN and LRFC.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: Update

Accession Number: 000162828025029844

Filing Summary: Logan Ridge Finance Corporation has announced a change in the date for its Special Meeting of Stockholders regarding the proposed merger with Portman Ridge Finance Corporation. The meeting, previously scheduled for June 6, 2025, will now take place on June 20, 2025. This change aims to provide additional time for stockholders to vote on the merger proposal. So far, stockholders have shown strong support for the merger, and leading proxy advisory firms ISS and Glass Lewis have recommended a 'FOR' vote. The Board of Directors encourages stockholders to vote promptly to avoid further delays. The record date for eligible voters remains May 6, 2025, and stockholders who have already voted do not need to take any further action. The document emphasizes the importance of participating in the vote and mentions that proxies submitted will be honored at the reconvened meeting unless they are revoked.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: Update

Accession Number: 000162828025029845

Filing Summary: Portman Ridge Finance Corporation has announced a change in the date of their Special Meeting of Stockholders, moving it from June 6, 2025, to June 20, 2025. This decision was made to allow stockholders more time to vote on the Share Issuance Proposal, which is part of the proposed merger with Logan Ridge Finance Corporation. Stockholders have shown strong support for the merger, with both Institutional Shareholder Services and Glass Lewis recommending that they vote in favor. The record date for eligible stockholders remains May 6, 2025, and those who have already voted do not need to take any further action. Further instructions for voting are provided, and PTMN has urged stockholders to cast their votes promptly to avoid further delays.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000162828025030000

Filing Summary: Portman Ridge Finance Corporation has initiated a proxy solicitation for a special meeting of its shareholders to discuss a proposed merger with Logan Ridge Finance Corporation. This communication serves as an advertisement, notifying stakeholders of the virtual meeting scheduled for June 20, 2025. Shareholders were encouraged to vote for the issuance of common stock associated with the merger proposal. Proxy materials have been distributed to investors, and important information regarding the merger is addressed, including the potential benefits, risks, and important dates for shareholders. Forward-looking statements regarding the anticipated timeline, projected outcomes, and potential hurdles related to the merger have been emphasized. Shareholders of record as of May 6, 2025, are eligible to vote. Additional resources and materials regarding the merger are accessible through the SEC's website and the companies' own websites.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000162828025030003

Filing Summary: Logan Ridge Finance Corporation has announced a special meeting of its stockholders to vote on a proposed merger with Portman Ridge Finance Corporation. The meeting is scheduled for June 20, 2025, and shareholders of record as of May 6, 2025, are encouraged to participate and vote in favor of the merger. Proxy materials have been filed with the SEC, and shareholders should have received them electronically or by mail. The meeting will be held virtually, and shareholders can vote online or by phone using a control number provided in their proxy cards. The communication also includes cautionary statements regarding forward-looking statements and mentions potential risks associated with the merger, including the ability to consummate the merger, expected synergies, shareholder approval, and the possibility of competing offers. Additional detailed information can be found in the registration statement and joint proxy statement filed with the SEC.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000162828025027983

Filing Summary: Logan Ridge Finance Corporation has filed a Rule 425 communication related to a proposed merger with another entity, PTMN. The document outlines the upcoming Special Meeting of Shareholders scheduled for June 6, 2025, urging shareholders to vote on critical proposals related to the merger. The communication emphasizes the importance of shareholder participation and provides multiple options for voting. Additionally, it outlines various forward-looking statements regarding potential risks and uncertainties associated with the merger, including the ability to realize anticipated benefits and synergies. It mentions the filing of a registration statement with the SEC, which includes detailed information about the merger and related proposals. Furthermore, the document states that shareholders are encouraged to read the available documents carefully for important updates regarding the merger proposal, including information about executive officers and participants in the solicitation process.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000162828025027984

Filing Summary: Logan Ridge Finance Corporation has filed a document pursuant to Rule 425 under the Securities Act of 1933 regarding a proposed merger with Portman Ridge Finance Corporation. Shareholders are encouraged to attend a special meeting scheduled for June 6, 2025, where they will vote on the merger proposal. Proxy materials have been distributed, and shareholders must be on record as of May 6, 2025, to participate. The communication contains forward-looking statements regarding expected benefits, risks, and uncertainties related to the merger. It emphasizes the importance of shareholders reading the registration statement and joint proxy statement that include critical information regarding the proposed merger. Participants in the solicitation of proxies may include directors, executive officers, and certain employees from both companies. The document clearly states that it is not an offer or solicitation for securities.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000162828025027986

Filing Summary: Logan Ridge Finance Corporation (LRFC) is involved in a proposed merger with Portman Ridge Finance Corporation (PTMN). Shareholders are urged to vote on the merger, with a special shareholder meeting scheduled for June 6, 2025. The communication emphasizes the importance of shareholder votes, which can be cast via internet, telephone, or mail. The document outlines various ways to vote and provides contact information for assistance. It includes cautionary forward-looking statements regarding the merger, highlighting risks such as the ability to consummate the merger on time, anticipated cost savings, and shareholder voting dynamics. PTMN has filed a registration statement with the SEC, which includes a joint proxy statement for both companies, urging shareholders to review these filings for critical information regarding the merger.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000162828025027988

Filing Summary: Portman Ridge Finance Corporation has announced a proposed merger with Logan Ridge Finance Corporation, with proxy materials filed with the SEC for a special meeting of stockholders scheduled on June 6, 2025. Shareholders of Portman Ridge are encouraged to vote in favor of the issuance of shares of common stock related to this merger. The communication outlines the necessity for shareholders to be recorded by May 6, 2025, to participate in the voting process. The proposed merger suggests potential operational synergies, benefits, and the background for the expected merger between PTMN and LRFC. Caution is noted regarding various risks and uncertainties involved in the merger process, including the approval from both company shareholders, competition from other offers, and operational implications for the newly combined entity. Furthermore, instructions for accessing proxy materials and participating in the virtual meeting were provided, highlighting that shareholders should refer to the SEC filings for additional information regarding the merger and its implications.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000162828025027548

Filing Summary: Logan Ridge Finance Corporation is proposing a merger with Portman Ridge Finance Corporation, as announced on January 30, 2025. A Special Meeting of Shareholders is scheduled for June 6, 2025, at 10:30 a.m. ET to seek shareholder approval for this merger. The merger aims to enhance shareholder value through various benefits, including increased trading volume, improved secondary market liquidity, lower operating expenses, and expected cost savings through operational synergies. Shareholders are encouraged to vote via proxy, which can be completed through the Internet or by other means outlined in the communication. Forward-looking statements contained in the document discuss potential risks and uncertainties related to the merger, including shareholder approval and the successful realization of anticipated benefits. Additionally, the document informs shareholders about the registration statement and joint proxy statement that have been filed with the SEC, urging them to review these materials for important information regarding the merger.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000162828025027553

Filing Summary: Logan Ridge Finance Corporation (LRFC) is set to merge with Portman Ridge Finance Corporation (PTMN) as announced on January 30, 2025. The definitive agreement requires shareholder approval and satisfaction of closing conditions. A Special Meeting for PTMN shareholders is scheduled for June 6, 2025, at which the merger will be voted on. The merger aims to achieve increased trading volume, improved market liquidity, reduced operating expenses, acquisition advantages via a known portfolio overlap, and greater net investment income due to operational synergies. The communication included a cautionary statement discussing forward-looking statements concerning the merger’s timeline, expected benefits, and associated risks. Shareholders are urged to review the related documents and participate in the voting process. PTMN stresses the importance of shareholder votes for the successful execution of the merger and offers multiple avenues for shareholders to submit their votes.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000162828025027558

Filing Summary: Logan Ridge Finance Corporation (LRFC) has filed a Form 425 under the Securities Act of 1933 relating to the proposed merger with Portman Ridge Finance Corporation (PTMN). This communication details the important matters shareholders need to vote on, including the implications of the merger. The document highlights that shareholders of LRFC are urged to read the Joint Proxy Statement and the Registration Statement, which contain important information regarding the proposed merger and related proposals. The document also addresses forward-looking statements which might involve risks and uncertainties, potentially affecting the ability to complete the merger on schedule, and notes the various factors influencing future performance and expected synergies from the merger. PTMN and LRFC have established channels for shareholders to vote and express their opinions, emphasizing the importance of participation in the decision-making process.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000162828025027563

Filing Summary: This document is filed by Portman Ridge Finance Corporation in relation to the proposed merger with Logan Ridge Finance Corporation (LRFC). A special meeting is scheduled for June 6, 2025, where investors will have the opportunity to vote on important matters, including the merger proposal. Shareholders are encouraged to vote before June 5, 2025, with important details outlined for participation and voting methods. The document underscores the significance of this merger, offering insights into the potential benefits and uncertainties associated with the merger process. It highlights the risks of consummating the merger, the expected synergies, the necessity for shareholder approval, and the complications that may arise from competing offers or other conditions not being met. Forward-looking statements indicate a focus on future operations and performance outcomes for both companies, underlining the importance of shareholder participation in the upcoming meeting. Further details regarding the merger and related proposals are available in SEC filings.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000162828025024378

Filing Summary: On May 9, 2025, Portman Ridge Finance Corporation held its Q1 2025 earnings call, discussing a proposed merger with Logan Ridge Finance Corporation. Mr. Goldthorpe expressed enthusiasm about the strategic benefits of the merger, emphasizing increased scale, improved liquidity, and operational efficiency as key drivers to enhance long-term shareholder value. Shareholders were encouraged to attend the upcoming meeting and vote for the merger, which is expected to bring cost savings and new opportunities. The shareholder vote is scheduled for June 6, 2025, with a record date set for May 6, 2025. The communication cautioned that several risks and uncertainties might affect the merger's timeline and anticipated benefits, including shareholder approval and potential competing offers. Additionally, both companies have filed relevant documents with the SEC, urging shareholders to review these materials once available.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000162828025024379

Filing Summary: Logan Ridge Finance Corporation has filed a registration statement related to its proposed merger with Portman Ridge Finance Corporation. Highlights from the Q1 2025 earnings call include elements of the merger suggesting strategic benefits such as increased scale, improved liquidity, and operational efficiency. Company executives expressed enthusiasm for the merger, highlighting its potential to enhance long-term shareholder value and operational performance. Key dates include a record date of May 6 and a shareholder meeting scheduled for June 6. The document also contains cautionary statements about forward-looking statements associated with the merger process, indicating potential risks and uncertainties. The filing includes an important reminder for shareholders to review associated documents carefully as they will include critical information regarding the merger and related proposals.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525116067

Filing Summary: On May 8, 2025, Logan Ridge Finance Corporation reported its first quarter financial results and urged investors to vote in favor of its proposed merger with Portman Ridge Finance Corporation ('PTMN'). Highlights included a net investment income (NII) of $0.35 per share and a net asset value (NAV) of $29.66 per share. The total investment income for the quarter was $4.6 million, down from $5.4 million in the previous quarter. The company successfully reduced its non-yielding equity portfolio by exiting its investment in GA Communications, noting a commitment to enhance shareholder value through this merger which promises operational efficiencies and increased scale. The board declared a distribution of $0.36 per share for the second quarter, payable on May 29, 2025. The company emphasized the strategic importance of the merger in a challenging market environment while highlighting its ongoing efforts to restructure its portfolio.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525116088

Filing Summary: On May 8, 2025, Portman Ridge Finance Corporation announced its financial results for Q1 2025, highlighting a net investment income (NII) of $4.3 million ($0.47 per share) and net asset value (NAV) of $173.5 million ($18.85 per share). The company reported deployments of approximately $17.5 million and sales/repayments of around $15.7 million, leading to a net deployment of $1.8 million. Additionally, a regular quarterly base distribution of $0.47 per share was declared to be payable on May 29, 2025. The CEO expressed confidence in the potential benefits of merging with Logan Ridge Finance Corporation, emphasizing anticipated synergies that could enhance shareholder value through increased scale and operational efficiency. Shareholders are encouraged to vote in favor of the proposed merger with Logan Ridge, as it is expected to strengthen Portman Ridge's market position and liquidity.

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.

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.

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.

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.

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.