Harvest Capital Credit Corporation (NASDAQ: HCAP) (“HCAP”) and
Portman Ridge Finance Corporation (NASDAQ: PTMN) (“PTMN”) today
announced that the deadline (the “Election Deadline”) for HCAP’s
stockholders of record to elect to receive cash consideration in
lieu of shares of PTMN common stock in connection with the pending
merger of PTMN and HCAP (the “Merger”) is 5:00 p.m., Eastern Time,
on June 2, 2021. The Election Deadline is based on PTMN’s and
HCAP’s expectation that HCAP’s special meeting of stockholders to
approve matters relating to the Merger will be held as scheduled on
June 7, 2021.
The terms of the proposed Merger are set forth in the Agreement
and Plan of Merger (the “Merger Agreement”), dated as of December
23, 2020, by and among PTMN, Rye Acquisition Sub Inc., a direct
wholly-owned subsidiary of PTMN, HCAP, and Sierra Crest Investment
Management LLC, the external investment adviser to PTMN (“Sierra
Crest”). If the Merger is consummated, among other transactions,
HCAP will merge with and into PTMN, with the combined company to be
managed by Sierra Crest, an affiliate of BC Partners Advisors L.P.
The completion of the Merger is subject to satisfaction or waiver
or certain customary closing conditions contained in the Merger
Agreement, including receipt of the requisite approval from HCAP
stockholders.
Under the terms of the Merger Agreement, if the Merger is
completed, HCAP stockholders (other than HCAP, PTMN and their
subsidiaries) will be entitled to receive, in the aggregate:
- a cash payment from Sierra Crest of $2.15 million in the
aggregate, or approximately $0.36 per share of HCAP common stock,
plus
- consideration per share equal to HCAP’s net asset value per
share as of a date within two days prior to closing, funded using
shares of PTMN’s common stock (valued at 100% of PTMN’s net asset
value per share as of the same date within two days prior to the
closing of the Merger) and, to the extent the required number of
PTMN shares exceeds 19.9% of the issued and outstanding shares of
PTMN common stock immediately prior to the Merger closing, cash
consideration in the amount of such excess (the “PTMN
Consideration”).
With respect to the PTMN Consideration, HCAP stockholders have
the ability to elect to receive such consideration in the form of
cash or PTMN common stock, subject to the conditions and
limitations in the Merger Agreement, with the exchange ratio for
the total consideration to be paid by PTMN in the Merger being
determined by the net asset value of HCAP and PTMN as of the
closing, calculated as of 5:00 p.m., Eastern Time two days prior to
the closing of the Merger. HCAP stockholders who do not validly
make an election to receive cash will be deemed to have elected to
receive shares of PTMN common stock with respect to the PTMN
Consideration received in exchange for their shares of HCAP common
stock. HCAP stockholders may receive consideration from PTMN that
includes both cash and stock, depending on their election and the
elections of other stockholders.
HCAP’s stockholders of record wishing to make an election must
deliver a properly completed Election Form (along with all other
documents and materials referred to in the Election Form) to
American Stock Transfer & Trust Company, LLC, the exchange
agent, no later than the Election Deadline of 5:00 p.m., Eastern
Time, on June 2, 2021.
Stockholders of HCAP who hold their shares through a bank,
broker or other nominee may be subject to an earlier deadline than
the Election Deadline for making their elections, based on the
instructions of their brokers, banks or other nominees or trustees,
and should carefully read such instructions regarding making an
election. HCAP stockholders are encouraged to consult with their
broker, bank or other nominee as soon as possible regarding these
instructions.
The election materials do not provide for a guaranteed delivery
procedure. HCAP stockholders bear the risk of ensuring proper and
timely delivery of their election materials.
HCAP stockholders are notified that any election made with
respect to their shares of HCAP common stock will be withdrawn upon
any subsequent transfer of such shares. As a result, unless the
transferee makes a new election prior to the Election Deadline, the
transferee will be deemed to have elected to receive stock with
respect to the PTMN Consideration received in exchange for such
shares of HCAP common stock. Any HCAP stockholder that receives
shares of HCAP common stock after the Election Deadline will be
deemed to have elected to receive stock with respect to the PTMN
Consideration received in exchange for such shares of HCAP common
stock.
The Election Form was sent to HCAP’s stockholders of record on
or about April 23, 2021. HCAP stockholders may obtain additional
copies of the election materials by contacting D.F. King & Co.,
Inc., at 800-949-2583 (Toll-Free), 212-269-5550 (for banks and
brokers) or at hcap@dfking.com.
A more detailed description of the consideration to which HCAP
stockholders are entitled and the procedures applicable to
elections is contained in the Proxy Statement/Prospectus dated
April 20, 2021, copies of which may be obtained for free by
following the instructions below. The Election Deadline does not
alter the deadline for stockholders of HCAP to vote on the
proposals to be presented for approval at HCAP’s upcoming special
meeting of stockholders.
About Harvest Capital Credit Corporation
Harvest Capital Credit Corporation (NASDAQ: HCAP) provides
customized financing solutions to privately held small and
mid-sized companies in the U.S., generally targeting companies with
annual revenues of less than $100 million and annual EBITDA of less
than $15 million. HCAP’s investment objective is to generate both
current income and capital appreciation primarily by making direct
investments in the form of senior debt, subordinated debt and, to a
lesser extent, minority equity investments. HCAP is externally
managed and has elected to be treated as a business development
company under the Investment Company Act of 1940.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly
traded, externally managed investment company that has elected to
be regulated as a business development company under the Investment
Company Act of 1940. PTMN’s middle market investment business
originates, structures, finances and manages a portfolio of term
loans, mezzanine investments and selected equity securities in
middle market companies. PTMN’s investment activities are managed
by its investment adviser, Sierra Crest Investment Management LLC,
an affiliate of BC Partners Advisors L.P.
Forward-Looking Statements
This communication contains forward-looking statements that
involve substantial risks and uncertainties, including statements
regarding the completion of the transaction between HCAP and PTMN.
The use of words such as “anticipates,” “believes,” “intends,”
“plans,” “expects,” “projects,” “estimates,” “will,” “should,”
“may” and similar expressions identify any such forward-looking
statements. These forward-looking statements are not guarantees of
future performance and are subject to various risks and
uncertainties. Certain factors could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with (i) the timing or likelihood of the
transaction closing, (ii) the expected synergies and savings
associated with the transaction, (iii) the expected elimination of
certain expenses and costs due to the transaction, (iv) the
percentage of HCAP stockholders voting in favor of the transaction,
(v) the possibility that competing offers or acquisition proposals
for HCAP 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, including the failure to obtain HCAP
stockholder approval, (vii) risks related to diverting the
respective management’s attention from HCAP’s and PTMN’s ongoing
business operations, (viii) the risk that stockholder litigation in
connection with the transactions contemplated by the merger
agreement may result in significant costs of defense and liability,
(ix) the future operating results of HCAP’s or PTMN’s portfolio
companies or of the combined company, (x) regulatory factors, (xi)
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 HCAP and PTMN invest, and (xii)
other changes in the conditions of the industries in which HCAP and
PTMN invest and other factors enumerated in HCAP’s and PTMN’s
respective filings with the U.S. Securities and Exchange Commission
(the “SEC”), including PTMN’s registration statement on Form N-14,
as amended, which includes a proxy statement/prospectus (as
amended, the “Registration Statement”), which was declared
effective by the SEC on April 20, 2021, PTMN’s prospectus, which
was filed by PTMN with the SEC on April 20, 2021 (the
“Prospectus”), and HCAP’s definitive proxy statement, which was
filed by HCAP with the SEC on April 21, 2021 (the “Proxy Statement”
and, together with the Prospectus, the “Proxy
Statement/Prospectus”). You should not place undue reliance on such
forward-looking statements, which speak only as of the date of this
communication. PTMN and HCAP undertake no obligation to update any
forward-looking statements made herein, unless required by law. You
should, therefore, not rely on these forward-looking statements as
representing the views of HCAP or PTMN as of any date subsequent to
the date of this communication. You should read this communication
and the documents referenced in this communication completely and
with the understanding that actual future events and results may be
materially different from expectations. PTMN and HCAP qualify all
forward-looking statements by these cautionary statements.
Additional Information and Where to Find It
In connection with the proposed transaction, including seeking
to obtain HCAP stockholder approval in connection therewith, PTMN
and HCAP have filed certain materials with the SEC, including,
among other materials, the Registration Statement and the Proxy
Statement/Prospectus. The Registration Statement was declared
effective by the SEC on April 20, 2021, and the Proxy
Statement/Prospectus was first mailed to HCAP’s stockholders on or
around April 22, 2021 to seek approval of the proposed transaction.
The Registration Statement and the Proxy Statement/Prospectus each
contain important information about HCAP, PTMN, the proposed
transaction and related matters. This communication is not a
substitute for the Proxy Statement/Prospectus or the Registration
Statement to which it pertains or for any other document that HCAP
or PTMN may file with the SEC and send to HCAP’s stockholders in
connection with the proposed transaction. This communication is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. STOCKHOLDERS
OF HCAP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN/WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAP, PTMN, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security
holders are able to obtain the documents filed with the SEC free of
charge at the SEC’s website, http://www.sec.gov, or for documents
filed by HCAP, from HCAP’s website at
http://www.harvestcapitalcredit.com and for documents filed by
PTMN, from PTMN’s website at www.portmanridge.com.
Participants in the Solicitation
HCAP, its directors, certain of its executive officers and
certain employees and officers of HCAP Advisors, LLC and its
affiliates may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of HCAP is set forth in
the Proxy Statement/Prospectus. PTMN, its directors, certain of its
executive officers and certain employees and officers of Sierra
Crest and its affiliates may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of PTMN is set forth in the Proxy Statement/Prospectus. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction
can also be found in the Registration Statement and the Proxy
Statement/Prospectus. These documents may be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This communication is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement and the
communication of this communication is not, and under no
circumstances is it to be construed as, an offer to sell or a
solicitation of an offer to purchase any securities in PTMN, HCAP
or in any fund or other investment vehicle.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210525005815/en/
Portman Ridge Finance Corporation 650 Madison Avenue,
23rd floor New York, NY 10022 info@portmanridge.com Jason Roos
jason.roos@bcpartners.com (212) 891-5007 Jeehae Linford The Equity
Group Inc. jlinford@equityny.com (212) 836-9615
Harvest Capital Credit Corporation Joseph A. Jolson
Chairman & Chief Executive Officer jjolson@harvestcaps.com
(415) 835-8970 William E. Alvarez, Jr. Chief Financial Officer
balvarez@harvestcaps.com (212) 906-3589
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