M&A - Portman Ridge Finance Corp

Form Type: N-14 8C/A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000162828025022655

Filing Summary: Portman Ridge Finance Corporation (PTMN) has filed an N-14 registration statement to propose a merger with Logan Ridge Finance Corporation (LRFC) according to an Agreement and Plan of Merger dated January 29, 2025. This merger will occur in two stages: firstly, PTMN's subsidiary, Portman Ridge Merger Sub, Inc., will merge with LRFC, making LRFC a wholly-owned subsidiary of PTMN, and subsequently, LRFC will merge into PTMN, with PTMN continuing as the surviving entity. Shareholders of PTMN and LRFC will vote on proposals concerning share issuances and mergers in special meetings. The completion of these mergers is contingent upon necessary approvals from shareholders and the satisfaction of other specific conditions. The proposed exchange ratio for LRFC shareholders is 1.5 shares of PTMN Common Stock for each LRFC share, excluding cancelled shares.

Form Type: N-14 8C/A

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000162828025018471

Filing Summary: Portman Ridge Finance Corporation is planning a merger involving Logan Ridge Finance Corporation. This merger consists of two phases: 1) The First Merger, where Portman Ridge Merger Sub, a wholly-owned subsidiary of Portman Ridge, will merge with Logan Ridge, allowing Logan Ridge to continue as a subsidiary of Portman Ridge. 2) The Second Merger, where Logan Ridge will subsequently merge into Portman Ridge, with Portman Ridge remaining as the surviving entity. Various approvals are needed from stockholders of both companies alongside the issuance of common stock of PTMN under NASDAQ regulations. At an upcoming special meeting, stockholders will vote on the PTMN Share Issuance and whether to adjourn the meeting to seek further proxies if needed. The Merger Agreement stipulates the conversion rate of shares and other corporate actions required for completion of the mergers. The vote from stockholders is deemed crucial for the process.

Form Type: N-14 8C

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000162828025007826

Filing Summary: Portman Ridge Finance Corporation is holding a Special Meeting of Stockholders to vote on two proposals related to a merger involving Logan Ridge Finance Corporation. Stockholders will consider approving the issuance of shares of common stock in relation to the First Merger, where Merger Sub, a subsidiary of Portman Ridge, will merge into Logan Ridge, with Logan Ridge becoming a wholly-owned subsidiary of Portman Ridge. The second proposal concerns adjournments of the meeting to solicit additional votes if necessary. The approvals require a majority vote from the PTMN Stockholders and LRFC Stockholders. The merger terms specify that each share of LRFC Common Stock will convert into 1.5 shares of PTMN Common Stock, with cash in lieu of fractional shares if applicable. Both the PTMN Board and the LRFC Board recommend voting in favor of the proposals. The meeting will be held virtually, emphasizing the importance of stockholder participation and proxy votes.

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525020007

Filing Summary: On January 29, 2025, Portman Ridge Finance Corporation (PTMN) entered into an Agreement and Plan of Merger with Logan Ridge Finance Corporation (LRFC), where PTMN will acquire LRFC in a two-step merger. In the first step, LRFC will merge into Portman Ridge Merger Sub, Inc., a subsidiary of PTMN, with LRFC remaining as a wholly-owned subsidiary of PTMN. Next, LRFC will merge into PTMN, resulting in PTMN being the surviving entity. Each share of LRFC Common Stock will convert into 1.500 shares of PTMN Common Stock. LRFC will declare dividends to maintain its status as a regulated investment company. The merger requires approval from shareholders of both companies and is expected to be completed in the second quarter of 2025, subject to certain closing conditions including regulatory approvals and the effectiveness of registration for the shares to be issued.