M&A - Portman Ridge Finance Corp
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.
Document Link: View Document
Additional details:
Stockholder Meeting Date: [ ], 2025
Stockholder Meeting Time: [ ], Eastern Time
Merger Agreement Date: 2025-01-29
First Merger Description: Merger Sub merging into LRFC, making LRFC a wholly-owned subsidiary of PTMN
Second Merger Description: LRFC merging into PTMN, with PTMN as the surviving company
Shares Conversion Ratio: 1.5 shares of PTMN Common Stock for each LRFC Common Share
Minimum Vote Requirement: majority of PTMN Stockholders and LRFC Stockholders
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.
Document Link: View Document
Additional details:
Date Of Report: 2025-01-29
Merger Terms: LRFC shareholders receive 1.500 shares of PTMN Common Stock for each share of LRFC Common Stock.
Tax Distribution: Dividends to be declared by LRFC to maintain qualification as a regulated investment company, estimated at no less than $1 million.
Termination Rights: Both parties have the right to terminate the agreement under certain conditions, including shareholder approval.
Conditions To Merger: Approval from shareholders, effectiveness of registration statement, absence of legal impediments, and some regulatory approvals.
Comments
No comments yet. Be the first to comment!