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.
Contacts:
Portman Ridge Finance Corporation
650 Madison Avenue, 23rd floorNew York, NY
10022info@portmanridge.com
Jason Roosjason.roos@bcpartners.com(212) 891-5007
Jeehae LinfordThe Equity Group
Inc.jlinford@equityny.com(212) 836-9615
Harvest Capital Credit Corporation
Joseph A. JolsonChairman & Chief Executive
Officerjjolson@harvestcaps.com(415) 835-8970
William E. Alvarez, Jr.Chief Financial
Officerbalvarez@harvestcaps.com(212) 906-3589
Portman Ridge Finance (NASDAQ:PTMN)
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