Portman Ridge Finance Corp. Enters Material Definitive Agreement

TL;DR

PRFD signed a big deal, details TBD.

AI Summary

On January 29, 2025, Portman Ridge Finance Corp. entered into a material definitive agreement. The filing does not provide specific details on the agreement or any associated dollar amounts. Portman Ridge Finance Corp. was formerly known as KCAP Financial, Inc. and Kohlberg Capital Corp.

Why It Matters

This filing indicates a significant new contract or partnership for Portman Ridge Finance Corp., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing about the material definitive agreement introduces uncertainty regarding its potential impact.

Key Players & Entities

• Portman Ridge Finance Corp. (company) — Registrant
• KCAP Financial, Inc. (company) — Former name of Registrant
• Kohlberg Capital Corp (company) — Former name of Registrant
• January 29, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PTMN The NASDAQ Global Se
• $1.0 million — h amount is required to be no less than $1.0 million. As of the date of the execution of the
• $1.5 million — is amount to be less than approximately $1.5 million. Termination Rights The Merger Agre
• $187,500 — of the Mergers occurs, SCIM will waive $187,500 of its incentive fees and (2) for the s
• $1,250,000 — fee earned by SCIM in such quarter less $1,250,000 and (b) $187,500 ("Waiver Cap"). If the

Filing Documents

• d823270d8k.htm (8-K) — 50KB
• d823270dex21.htm (EX-2.1) — 487KB
• d823270dex22.htm (EX-2.2) — 17KB
• 0001193125-25-020007.txt ( ) — 788KB
• ptmn-20250129.xsd (EX-101.SCH) — 3KB
• ptmn-20250129_lab.xml (EX-101.LAB) — 18KB
• ptmn-20250129_pre.xml (EX-101.PRE) — 11KB
• d823270d8k_htm.xml (XML) — 4KB

Forward Looking Statements

Forward Looking Statements Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of PTMN and LRFC, and distribution projections; business prospects of PTMN and LRFC, and the prospects of their portfolio companies; and the impact of the investments that PTMN and LRFC expect to make. In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the merger on the expected timeline, or at all; (ii) the expected synergies and savings associated with the merger; (iii) the ability to realize the anticipated benefits of the merger, including the expected elimination of certain expenses and costs due to the merger; (iv) the percentage of PTMN shareholders and LRFC shareholders voting in favor of the applicable Proposal (as defined below) submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; (vii) risks related to diverting management's attention from ongoing business operations; (viii) the combined company's plans, expectations, objectives and intentions, as a result of the merger; (ix) any potential termination of the merger agreement; (x) the future operating results and net investment income projections of PTMN, LRFC or, following the closing of the merger, the comb

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 2.1 Agreement and Plan of Merger by and among Portman Ridge Finance Corporation, Logan Ridge Finance Corporation, Portman Ridge Merger Sub, Inc., Mount Logan Management LLC (for the limited purposes set forth therein) and Sierra Crest Investment Management LLC (for the limited purposes set forth therein), dated as of January 29, 2025. 2.2 Fee Waiver Agreement by and between Portman Ridge Finance Corporation and Sierra Crest Investment Management LLC, dated as of January 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PORTMAN RIDGE FINANCE CORPORATION By: /s/ Brandon Satoren Name: Brandon Satoren Title: Chief Financial Officer Date: February 4, 2025 [ Signature Page to Merger Signing 8-K (PTMN) ]

View Full Filing

View this 8-K filing on SEC EDGAR