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Yahoo
12 hours ago
- Business
- Yahoo
Portman Ridge Finance Corporation Announces Shareholder Approval of Merger with Logan Ridge Finance Corporation
NEW YORK, June 27, 2025 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN') announced today that it obtained shareholder approval for the issuance of PTMN common stock in connection with the proposed merger of Logan Ridge Finance Corporation (NASDAQ: LRFC) ('Logan Ridge' or 'LRFC') with and into PTMN (the 'Share Issuance Proposal') following the adjourned special meeting of shareholders held on June 27, 2025. PTMN shareholders voted overwhelmingly in favor of the proposed transaction, with approximately 88% of voting shareholders supporting the proposal. Of note, on June 20, 2025, LRFC stockholders approved the merger with PTMN. Thus, subject to the satisfaction of customary closing conditions, the merger is expected to close on or about July 15, 2025. Ted Goldthorpe, President and Chief Executive Officer of PTMN and LRFC and Head of the BC Partners Credit Platform, stated, 'We would like to thank our shareholders for their strong support of the merger with LRFC. Their vote affirms the strategic vision behind this combination and supports our efforts to create a larger, more efficient platform that is better positioned for long-term growth. Upon closing, we look forward to rebranding the combined company as BCP Investment Corporation to reflect the Company's affiliation with the broader BC Partners Credit Platform. Additionally, we are proud to introduce a monthly distribution framework, and implement a robust share repurchase initiative, all designed to enhance shareholder value and align interests across the platform. We are excited about the opportunities ahead and remain committed to delivering compelling risk-adjusted returns for our shareholders.' Merger Related Terms Pre-closing: Shareholders of LRFC will receive 1.50 newly issued shares of PTMN common stock in exchange for each share of common stock of LRFC. Upon the closing of the merger: Portman Ridge will rebrand and begin operating under the name BCP Investment Corporation (the 'Company' or 'BCIC'). In connection with the rebranding, the Company will continue to trade on the Nasdaq under the new ticker symbol 'BCIC'. Beginning in 2026: The Company will transition to paying its currently quarterly base distribution on a monthly basis, while retaining the potential for quarterly supplemental distributions. The quarterly supplemental distributions will continue to approximate 50% of the incremental net investment income earned in excess of the base monthly distributions. Over the next 24 months: To further align our interests with shareholders and drive additional value creation, the Company, along with its management, its adviser and their affiliates intend to acquire up to 20% of the Company's outstanding common stock to the extent the Company's shares continue to trade below 80% of net asset value ('NAV'), which implies a share price of $15.08 based Portman Ridge's March 31, 2025 NAV per share, or approximately a 20% premium to PTMN's June 26, 2025 closing market price. These purchases will begin no earlier than 60 calendar days following the date of the closing of the LRFC merger and may occur through various methods, including open market purchases and privately negotiated transactions, and may be conducted pursuant to Rule 10b5-1 and Rule 10b-18 trading plans. In this regard and as previously announced, PTMN's Board of Directors has authorized an open market stock repurchase program of up to $10 million for the period from March 12, 2025 to March 31, 2026. The Company, its management and its adviser also reserve the right to conduct tender offers as part of the Company's broader value creation initiatives. About Portman Ridge Finance Corporation PTMN is a publicly traded, externally managed closed-end 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. PTMN's filings with the Securities and Exchange Commission ('SEC'), earnings releases, press releases and other financial, operational and governance information are available on Portman Ridge's website at About Logan Ridge Finance Corporation LRFC is a business development company (a 'BDC') that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. LRFC invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit About BC Partners Advisors L.P. and BC Partners CreditBC Partners Advisors L.P. ('BC Partners') is a leading international investment firm in private equity, private credit and real estate strategies. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. For more information, please visit 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 sectors, leveraging the deal sourcing and infrastructure made available from BC Partners. Cautionary Statement Regarding Forward-Looking Statements Some of the statements in this communication 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 and distribution projections of the Company; business prospects of the Company, and future share repurchase/purchase activity. 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 communication involve risks and uncertainties. More information on the risks and other potential factors that could affect these forward-looking statements is included in Registration Statement and Joint Proxy Statement (in each case, as defined below). Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Registration Statement and Joint Proxy Statement, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Contacts:Portman Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Brandon SatorenChief Financial (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633
Yahoo
21-06-2025
- Business
- Yahoo
Logan Ridge Finance Corporation Announces Adviser Funded Cash Payment to Shareholders in Connection with its Merger with Portman Ridge Finance Corporation
The Company's Investment Adviser Will Finance an Incremental $0.47 Per Share Payment to Logan Ridge Shareholders Immediately Prior to Closing. Payment Effectively Results in Logan Ridge Shareholders Receiving 100% of NAV as of March 31, 2025 Adjusted for Estimated Transaction Costs. NEW YORK, June 17, 2025 (GLOBE NEWSWIRE) -- Logan Ridge Finance Corporation (NASDAQ: LRFC) ('Logan Ridge' or 'LRFC'), today announced that it has entered into an agreement with Mount Logan Management LLC, LRFC's investment adviser ('Mount Logan' or 'Investment Adviser'), in connection with its previously announced merger with and into Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN' and the 'Merger'). Pursuant to the terms of the agreement, and contingent upon the closing of the Merger, LRFC's Investment Adviser will finance a pre-closing cash payment of $0.47 per share to LRFC shareholders of record as of May 6, 2025. This payment, when combined with the previously announced Tax Distribution of no less than $1,000,000, or $0.38 per share, and the 1.5x PTMN shares received for each LRFC share outstanding, will equal 100% of Logan Ridge's net asset value ('NAV'), based on both Logan Ridge's and Portman Ridge's respective NAVs per share as of March 31, 2025 adjusted for estimated transaction costs. All terms and conditions of the Merger remain unchanged and in full effect. The Mount Logan funded payment outlined above represents a commitment by Mount Logan to the combined company and was designed to further align the Merger with shareholder feedback, while maintaining the core strategic and financial rationale for the combination. Management Commentary Ted Goldthorpe, President and Chief Executive Officer of LRFC and PTMN, and Head of the BC Partners Credit Platform, stated, 'We are pleased to announce this agreement, which will provide enhanced value to Logan Ridge shareholders through an additional $0.47 per share payment. We appreciate our shareholders' support and constructive engagement throughout this process and we look forward to successfully closing the Merger.' Special Meeting of Shareholders The LRFC special meeting is scheduled for June 20, 2025, at 10:30 am ET. LRFC urges its shareholders to cast their votes by following the instructions outlined in the joint proxy statement. Shareholders of LRFC can also access the virtual meeting and vote by going to the following website: or by calling 1-833-218-3962 and providing the control number which is listed in the proxy card received. Shareholders can access the joint proxy statement and prospectus by clicking HERE. Shareholders who have questions about the joint proxy statement or about voting their shares should contact the companies' proxy solicitor, Broadridge, at 1-833-218-3962. About Logan Ridge Finance Corporation LRFC is a business development company (a 'BDC') that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. LRFC invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit About Portman Ridge Finance Corporation PTMN is a publicly traded, externally managed investment company that has elected to be regulated as a BDC under the 1940 Act. 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 ('Sierra Crest'). PTMN's filings with the Securities and Exchange Commission (the 'SEC'), earnings releases, press releases and other financial, operational and governance information are available on Portman Ridge's website at About BC Partners Advisors L.P. and BC Partners CreditBC Partners Advisors L.P. ('BC Partners') is a leading international investment firm in private equity, private credit and real estate strategies. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. For more information, please visit 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 sectors, leveraging the deal sourcing and infrastructure made available from BC Partners. Cautionary Statement Regarding Forward-Looking Statements Some of the statements in this communication 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 communication 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 combined company; (xi) the ability of Sierra Crest to implement its future plans with respect to the combined company; (xii) the ability of Sierra Crest and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of PTMN, LRFC or, following the closing of the merger, the combined company, and the prospects of their portfolio companies; (xiv) the impact of the investments that PTMN, LRFC or, following the closing of the merger, the combined company expect to make; (xv) the ability of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that PTMN, LRFC or, following the closing of the merger, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of PTMN, LRFC or, following the closing of the merger, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company; (xix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense and liability; and (xx) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). PTMN and LRFC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Registration Statement and Joint Proxy Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. 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 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, LRFC or in any fund or other investment vehicle managed by BC Partners or any of its affiliates. Additional Information and Where to Find It This communication relates to the proposed merger of PTMN and LRFC and certain related matters (the 'Proposals'). In connection with the Proposals, PTMN has filed a registration statement (Registration No. 333-285230) with the SEC (the 'Registration Statement') that contains a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the 'Joint Proxy Statement') and has mailed the Joint Proxy Statement to its and LRFC's respective shareholders. The Registration Statement and Joint Proxy Statement will contain important information about PTMN, LRFC and the Proposals. This communication 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. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, or, for documents filed by PTMN, from PTMN's website at and, for documents filed by LRFC, from LRFC's website at Participants in the Solicitation LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the LRFC shareholders in connection with the Proposal will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above. Contacts:Logan Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Brandon SatorenChief Financial Officer (PTMN and LRFC) (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633Sign in to access your portfolio
Yahoo
04-06-2025
- Business
- Yahoo
Leading Independent Proxy Advisory Firms Glass Lewis and ISS Recommend that Shareholders Vote 'FOR' the Proposed Merger Between PTMN and LRFC
NEW YORK, June 03, 2025 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN') and Logan Ridge Finance Corporation (NASDAQ: LRFC) ('Logan Ridge' or 'LRFC') (together, the 'Companies') announced today that leading independent proxy advisory firms, Institutional Shareholder Services ('ISS') and Glass, Lewis & Co. ('Glass Lewis'), have both recommended that LRFC stockholders vote 'FOR' the proposed merger of LRFC with and into PTMN at the upcoming LRFC special meeting scheduled for June 6, 2025. In addition, ISS and Glass Lewis have both recommended that PTMN stockholders vote 'FOR' the proposals related to the proposed merger at the upcoming PTMN special meeting scheduled for June 6, 2025. In its May 30, 2025 report, Glass Lewis noted, 'We recognize the transaction would consolidate two entities that are managed by affiliated investment advisers, have overlapping portfolios of investments, and similar strategies and risks. The transaction aims at creating an entity with greater scale, a more diversified portfolio and anticipated greater market liquidity, among other benefits. Overall, we believe the entities have presented a reasonable strategic rationale for the proposed merger.' Similarly, in its report dated May 23, 2025, ISS commented, 'The strategic rationale appears sound, as the combined company will have increased scale, structural simplification, and more diversification. On balance, in light of the compelling strategic rationale, support for the proposed share issuance is warranted.' Ted Goldthorpe, President and Chief Executive Officer of PTMN and LRFC and Head of the BC Partners Credit Platform, stated, 'We're encouraged by the support from both ISS and Glass Lewis, which reflects their alignment with the LRFC and PTMN Boards' unanimous recommendations to their shareholders to vote in favor of the proposed merger. With PTMN standing as the surviving entity, we believe the combination will enhance PTMN's scale, increase trading liquidity, further increase portfolio diversification, and will generate meaningful earnings accretion for shareholders, all which pave the way for our future growth initiatives and strengthen our position as a leader in executing strategic growth transactions amongst publicly traded business development companies.' With special meetings scheduled for June 6, 2025, both PTMN and LRFC urge their stockholders to attend the meeting and cast their votes by following the instructions outlined in the joint proxy statement. Stockholders of PTMN can also access the virtual meeting and vote by going to the following website: or by calling 1-833-218-3911 and providing the control number which is listed in the proxy card received. Stockholders of LRFC can access the virtual meeting and vote by going to the following website: or by calling 1-833-218-3962 and providing the control number which is listed in the proxy card received. Shareholders can access the joint proxy statement and prospectus by clicking HERE. Shareholders who have questions about the joint proxy statement or about voting their shares should contact the companies' proxy solicitor, Broadridge, at 1-833-218-3911 for PTMN shareholders and 1-833-218-3962 for LRFC shareholders. About Portman Ridge Finance Corporation PTMN is a publicly traded, externally managed investment company that has elected to be regulated as a business development company (a 'BDC') under the 1940 Act. 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. PTMN's filings with the Securities and Exchange Commission (the 'SEC'), earnings releases, press releases and other financial, operational and governance information are available on Portman Ridge's website at About Logan Ridge Finance Corporation LRFC is a BDC that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. LRFC invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit Cautionary Statement Regarding Forward-Looking Statements Some of the statements in this communication 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 communication 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 combined company; (xi) the ability of Sierra Crest to implement its future plans with respect to the combined company; (xii) the ability of Sierra Crest and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of PTMN, LRFC or, following the closing of the merger, the combined company, and the prospects of their portfolio companies; (xiv) the impact of the investments that PTMN, LRFC or, following the closing of the merger, the combined company expect to make; (xv) the ability of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that PTMN, LRFC or, following the closing of the merger, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of PTMN, LRFC or, following the closing of the merger, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company; (xix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense and liability; and (xx) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). PTMN and LRFC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Registration Statement and Joint Proxy Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. 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 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, LRFC or in any fund or other investment vehicle managed by BC Partners or any of its affiliates. Additional Information and Where to Find It This communication relates to the proposed merger of PTMN and LRFC and certain related matters (the 'Proposals'). In connection with the Proposals, PTMN has filed a registration statement (Registration No. 333-285230) with the SEC (the 'Registration Statement') that contains a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the 'Joint Proxy Statement') and has mailed the Joint Proxy Statement to its and LRFC's respective shareholders. The Registration Statement and Joint Proxy Statement will contain important information about PTMN, LRFC and the Proposals. This communication 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. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, or, for documents filed by PTMN, from PTMN's website at and, for documents filed by LRFC, from LRFC's website at Participants in the Solicitation 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 Proposals. Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025. LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the PTMN and LRFC shareholders in connection with the Proposals will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above. Contacts:Portman Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Logan Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Brandon SatorenChief Financial Officer (PTMN and LRFC) (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
03-06-2025
- Business
- Yahoo
Leading Independent Proxy Advisory Firms Glass Lewis and ISS Recommend that Shareholders Vote 'FOR' the Proposed Merger Between PTMN and LRFC
NEW YORK, June 03, 2025 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN') and Logan Ridge Finance Corporation (NASDAQ: LRFC) ('Logan Ridge' or 'LRFC') (together, the 'Companies') announced today that leading independent proxy advisory firms, Institutional Shareholder Services ('ISS') and Glass, Lewis & Co. ('Glass Lewis'), have both recommended that LRFC stockholders vote 'FOR' the proposed merger of LRFC with and into PTMN at the upcoming LRFC special meeting scheduled for June 6, 2025. In addition, ISS and Glass Lewis have both recommended that PTMN stockholders vote 'FOR' the proposals related to the proposed merger at the upcoming PTMN special meeting scheduled for June 6, 2025. In its May 30, 2025 report, Glass Lewis noted, 'We recognize the transaction would consolidate two entities that are managed by affiliated investment advisers, have overlapping portfolios of investments, and similar strategies and risks. The transaction aims at creating an entity with greater scale, a more diversified portfolio and anticipated greater market liquidity, among other benefits. Overall, we believe the entities have presented a reasonable strategic rationale for the proposed merger.' Similarly, in its report dated May 23, 2025, ISS commented, 'The strategic rationale appears sound, as the combined company will have increased scale, structural simplification, and more diversification. On balance, in light of the compelling strategic rationale, support for the proposed share issuance is warranted.' Ted Goldthorpe, President and Chief Executive Officer of PTMN and LRFC and Head of the BC Partners Credit Platform, stated, 'We're encouraged by the support from both ISS and Glass Lewis, which reflects their alignment with the LRFC and PTMN Boards' unanimous recommendations to their shareholders to vote in favor of the proposed merger. With PTMN standing as the surviving entity, we believe the combination will enhance PTMN's scale, increase trading liquidity, further increase portfolio diversification, and will generate meaningful earnings accretion for shareholders, all which pave the way for our future growth initiatives and strengthen our position as a leader in executing strategic growth transactions amongst publicly traded business development companies.' With special meetings scheduled for June 6, 2025, both PTMN and LRFC urge their stockholders to attend the meeting and cast their votes by following the instructions outlined in the joint proxy statement. Stockholders of PTMN can also access the virtual meeting and vote by going to the following website: or by calling 1-833-218-3911 and providing the control number which is listed in the proxy card received. Stockholders of LRFC can access the virtual meeting and vote by going to the following website: or by calling 1-833-218-3962 and providing the control number which is listed in the proxy card received. Shareholders can access the joint proxy statement and prospectus by clicking HERE. Shareholders who have questions about the joint proxy statement or about voting their shares should contact the companies' proxy solicitor, Broadridge, at 1-833-218-3911 for PTMN shareholders and 1-833-218-3962 for LRFC shareholders. About Portman Ridge Finance Corporation PTMN is a publicly traded, externally managed investment company that has elected to be regulated as a business development company (a 'BDC') under the 1940 Act. 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 filings with the Securities and Exchange Commission (the 'SEC'), earnings releases, press releases and other financial, operational and governance information are available on Portman Ridge's website at About Logan Ridge Finance Corporation LRFC is a BDC that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. LRFC invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit Cautionary Statement Regarding Forward-Looking Statements Some of the statements in this communication 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 communication 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 combined company; (xi) the ability of Sierra Crest to implement its future plans with respect to the combined company; (xii) the ability of Sierra Crest and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of PTMN, LRFC or, following the closing of the merger, the combined company, and the prospects of their portfolio companies; (xiv) the impact of the investments that PTMN, LRFC or, following the closing of the merger, the combined company expect to make; (xv) the ability of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that PTMN, LRFC or, following the closing of the merger, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of PTMN, LRFC or, following the closing of the merger, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company; (xix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense and liability; and (xx) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). PTMN and LRFC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Registration Statement and Joint Proxy Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. 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 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, LRFC or in any fund or other investment vehicle managed by BC Partners or any of its affiliates. Additional Information and Where to Find It This communication relates to the proposed merger of PTMN and LRFC and certain related matters (the 'Proposals'). In connection with the Proposals, PTMN has filed a registration statement (Registration No. 333-285230) with the SEC (the 'Registration Statement') that contains a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the 'Joint Proxy Statement') and has mailed the Joint Proxy Statement to its and LRFC's respective shareholders. The Registration Statement and Joint Proxy Statement will contain important information about PTMN, LRFC and the Proposals. This communication 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. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, or, for documents filed by PTMN, from PTMN's website at and, for documents filed by LRFC, from LRFC's website at Participants in the Solicitation 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 Proposals. Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025. LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the PTMN and LRFC shareholders in connection with the Proposals will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above. Contacts:Portman Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Logan Ridge Finance Corporation650 Madison Avenue, 3rd floorNew York, NY 10022 Brandon SatorenChief Financial Officer (PTMN and LRFC) (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
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08-05-2025
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Logan Ridge: Q1 Earnings Snapshot
NEW YORK (AP) — NEW YORK (AP) — Logan Ridge Finance Corporation (LRFC) on Thursday reported a loss of $5.4 million in its first quarter. The New York-based company said it had a loss of $2.02 per share. Earnings, adjusted for investment costs, came to 35 cents per share. The business development company posted revenue of $4.6 million in the period. _____ This story was generated by Automated Insights ( using data from Zacks Investment Research. Access a Zacks stock report on LRFC at Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
