Portman Ridge Finance Corporation completes merger with Harvest Capital Credit Corporation
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- Combined company estimated to have total assets of approximately $ 614 million
- Fourth strategic transaction concluded by Portman Ridge in three years
NEW YORK, June 09, 2021 (GLOBE NEWSWIRE) – Portman Ridge Finance Corporation (NASDAQ: PTMN) (the “Company” or “PTMN”) today announced the completion of the previously announced merger with Harvest Capital Credit Corporation (formerly NASDAQ: HCAP) (“HCAP”). The combined company, which will continue to be managed externally by Sierra Crest Investment Management LLC (“Sierra Crest”), a subsidiary of BC Partners Advisors LP (“BC Partners”), is expected to have total assets of approximately $ 614 million. and a net asset value of approximately $ 268 million after closing.
Following the merger, HCAP shareholders will receive, in total:
- a cash payment from Sierra Crest of $ 2.15 million, or approximately $ 0.36 per common share of HCAP, more
- aggregate consideration for the PTMN merger consisting of (i) approximately $ 18.5 million in cash and (ii) approximately 15.3 million common shares of PTMN.
With regard to the consideration for the merger of PTMN, the shareholders of HCAP had the right, in respect of all or part of the ordinary shares of HCAP which they held on the effective date of the merger, to elect to receive the consideration. of the merger in the form of cash (an “Election”) or common shares of PTMN, subject to certain conditions and limitations in the merger agreement. Accordingly, as a result of the Elections received from the shareholders of HCAP and any resulting adjustments under the terms of the Merger Agreement, each common share of HCAP in respect of which an Election has been validly submitted (a “Share of Choice ”) will receive, in aggregate, approximately $ 7.43 in cash and 0.74 common shares of PTMN, while each non-elective common share of HCAP will receive, in total, approximately 3.86 common shares of PTMN. Pursuant to the terms of the merger agreement, 475,806 Election Shares were converted into non-elective shares in order to ensure that the value of the total cash consideration paid by PTMN to holders of Election Shares election is the total cash consideration HCAP received from PTMN.
The merger received strong support from HCAP’s shareholder base, with over 96% of voting shareholders approving the transaction. At closing, the shareholders of PTMN and HCAP held approximately 83.4% and 16.6% of the combined company, respectively. As part of the merger, Joseph Jolson, Chairman and CEO of HCAP and the largest non-institutional shareholder of HCAP, accepted a merger consideration consisting only of ordinary shares of PTMN and agreed not to transfer his shares of PTMN. received in connection with the merger for 90 days after closing to facilitate liquidity for other shareholders.
Ted Goldthorpe, President and CEO of PTMN and Director of BC Partners Credit, said: “We are very pleased to complete the merger with Harvest Capital, highlighting the continued execution of our strategy by targeting consolidation opportunities. attractive which translate into increased profits for shareholders. As in past transactions, we expect shareholders to benefit from the operational and cost synergies brought about by lower funding costs, a lower blended fee structure, lower costs per share of public companies and increased equity liquidity. The addition of Harvest Capital assets is in line with our long-term goal of building a diversified portfolio of high quality, guaranteed senior investments and we look forward to continuing to implement this strategy. “
Simpson Thacher & Bartlett LLP was counsel for PTMN. Keefe, Bruyette & Woods, A Stifel company was financial advisor to the special committee of the board of directors of HCAP. Dechert LLP has acted as legal counsel to HCAP and the Special Committee of the HCAP Board of Directors.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed investment company that elected to be regulated as a business development company under the Investment Companies Act of 1940. Portman Ridge Finance Corporation’s mid-market investing business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in mid-market companies. The investment activities of the Company are managed by its investment advisor, Sierra Crest Investment Management LLC, a subsidiary of BC Partners Advisors LP.
Documents filed by Portman Ridge Finance Corporation with the Securities and Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available on the website of the Company at www.portmanridge.com.
About BC Partners Advisors LP and BC Partners Credit
BC Partners is a leading international investment firm with more than $ 40 billion in assets under management in private equity, private lending and real estate strategies. Founded in 1986, BC Partners has played an active role in the development of the European buyout market for three decades. Today, BC Partners executives operate in all markets as an integrated team through the company’s offices in North America and Europe. Since its inception, BC Partners has made 117 private equity investments in companies with a total enterprise value of 149 billion euros and is currently investing its eleventh private equity fund. For more information, please visit www.bcpartners.com.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across industries, leveraging transaction research and marketing. infrastructure provided by BC Partners.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The matters discussed in this press release, as well as in future oral and written statements of management of Portman Ridge Finance Corporation, which are forward-looking statements are based on current expectations of management which involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed or implied by these forward-looking statements.
Forward-looking statements relate to future events or our future financial performance and include, without limitation, projected financial performance, expected business development, plans and expectations regarding future investments and future liquidity. of the society. We generally identify forward-looking statements by words such as “may”, “will”, “should”, “expects”, “anticipates”, “anticipates”, “may”, “intends”, “Target”, “” prospect “,” contemplate “,” believe “,” estimate “,” predict “,” potential “or” continue “or the negative of these terms or other similar words. Forward-looking statements are based on current plans, estimates and expectations that are subject to risks, uncertainties and assumptions.If one or more of these risks or uncertainties materialize, or if the underlying assumptions turn out to be inaccurate, the actual results could differ materially from those indicated or anticipated by these forward-looking statements.
Significant assumptions include our ability to create new investments and achieve certain margins and levels of profitability, the availability of additional capital and the ability to maintain certain debt-to-asset ratios. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this press release should not be taken as a representation that such plans, estimates, expectations or objectives will be achieved. Important factors that could cause actual results to differ materially from these plans, estimates or expectations include, among others, (1) the uncertainty of the expected financial performance of the Company; (2) the expected synergies and savings associated with the transaction in which Harvest Capital Credit Corporation merged with and into the Company; (3) the ability of the Company and / or BC Partners to implement its business strategy; (4) changes in legal, regulatory and tax regimes; (5) changes in general economic conditions and / or industry specific; (6) the impact of increased competition; (7) the business outlook and the outlook for the companies in the Company’s portfolio; (8) contractual agreements with third parties; (9) any future financing by the Company; (10) Sierra Crest Investment Management LLC’s ability to attract and retain highly talented professionals; (11) the Company’s ability to finance any unfunded commitment; (12) any future distribution by the Company; (13) changes in regional or national economic conditions, including, but not limited to, the impact of the COVID-19 pandemic, and their impact on the industries in which we invest; and (14) other changes in the conditions of the industries in which we invest and other factors listed in our documents filed with the SEC. Forward-looking statements should be read in conjunction with the risks and uncertainties discussed in documents filed by the company with the SEC, including the most recent Forms 10-K, 10-Q and other documents filed with the SEC. society. We do not undertake to update or revise any forward-looking statements publicly, whether as a result of new information, future events or otherwise, except as required under SEC rules and regulations.
Portman Ridge Finance Corporation 650 Madison Avenue, 23rd Floor New York, NY 10022[email protected]
Jason roos[email protected](212) 891-5007
Jeehae Linford The Equity Group Inc.[email protected](212) 836-9615
Source: Portman Ridge Financial Corporation