Latest news with #ShareIssuanceProposal
Business Upturn
26-07-2025
- Business
- Business Upturn
ISS Recommends Shareholders Vote FOR the Merger between Regional Health Properties, Inc. and SunLink Health Systems, Inc.
Atlanta, GA., July 25, 2025 (GLOBE NEWSWIRE) — Regional Health Properties, Inc. ('Regional') (OTCBQ: RHEP) (OTCQB: RHEPA) (OTCQB: RHEPB), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, announced today that leading independent proxy advisory firm Institutional Shareholder Services Inc. ('ISS') recommended that Regional shareholders vote 'FOR': (1) the approval of the Amended and Restated Agreement and Plan of Merger, dated April 14, 2025 (as amended, the 'Merger Agreement'), by and between Regional and SunLink Health Systems, Inc. (the 'Merger Proposal'), (2) the approval of the issuance of shares of Regional common stock and Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the 'Regional Series D preferred stock') in connection with the merger (the 'Share Issuance Proposal'), and (3) the approval to adjourn the Regional special meeting to solicit additional proxies in favor of the Merger Proposal or the Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Proposal or the Share Issuance Proposal. In its July 23, 2025 report, ISS noted:1 The strategic rationale for the merger appears sound considering the pre-tax cost synergies and enhanced possibility of long-term profitability. The outperformance of SunLink and Regional since announcement suggests that investors view the proposed combination favorably. Brent Morrison, CFA, Chairman and Chief Executive Officer of Regional, stated, 'Regional is pleased that ISS concluded that support for this transaction was warranted. Regional is even more pleased that, of the proxies received to date, approximately 80% of Regional's common stock shareholders see it the same way.' SPECIAL MEETING OF SHAREHOLDERS July 29, 2025 at 10 am ET YOUR VOTE IS IMPORTANT. VOTE TODAY! About Regional Health Properties Regional Health Properties, Inc., a Georgia corporation, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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 (the 'Securities Act'). ADDITIONAL INFORMATION The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (File No. 333-286975) (the 'Registration Statement') with SEC that includes a joint proxy statement/prospectus for Regional and SunLink, which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED WITH THE SEC ON JULY 18, 2025 REGARDING A PROPOSED TENDER OFFER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about Regional and SunLink, without charge, at the SEC's website ( or by accessing Regional's website ( under the tab 'Investor Relations' or by accessing SunLink's website ( under the tab 'Investors.' Copies of the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116 or to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004. Regional and SunLink and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Regional and SunLink in connection with the proposed merger. Information about the directors and executive officers of Regional is set forth in the proxy statement for Regional's Annual Report on Form 10-K for the year ended December 31, 2024 (the 'Regional Annual Report'), as filed with the SEC on March 31, 2025, which information may be updated by Regional from time to time in subsequent filings with the SEC. Information about the directors and executive officers of SunLink is set forth in the proxy statement for SunLink's Amendment No. 1 to Annual Report on Form 10-K/, as filed with the SEC on October 25, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected benefits of the proposed merger between Regional and SunLink, including pre-tax cost synergies and profitability, other statements of expectations regarding the merger, and other statements of Regional's goals, intentions and expectations. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of Regional and SunLink will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory approvals or the approvals of Regional's or SunLink's shareholders, and the ability to complete the merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; the ability of Regional and SunLink to meet the initial or continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in the Regional Annual Report, and other documents subsequently filed by Regional with the SEC and (ii) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC. Neither Regional nor SunLink undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, Regional's and SunLink's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not. Regional ContactBrent Morrison, CFAChief Executive Officer & PresidentRegional Health Properties, (404) 823-2359 [email protected]
Yahoo
21-06-2025
- Business
- Yahoo
Portman Ridge Announces Adjournment of Special Meeting of Stockholders to Allow Additional Time for Stockholders to Vote 'FOR' the Share Issuance Proposal
Stockholders of PTMN Who Have Voted Thus Far Have Expressed Strong Support for the Proposed Merger, with Favorability in Excess of 85% Logan Ridge Stockholders Approved Merger at its Special Meeting of Stockholders Held on June 20, 2025 NEW YORK, June 20, 2025 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN') announced today the adjournment of its Special Meeting of Stockholders (the 'PTMN Special Meeting') to provide stockholders with additional time to cast their vote to approve the share issuance proposal 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'). The PTMN Special Meeting, convened on June 20, 2025, has been adjourned and will reconvene on Friday, June 27, 2025, at 10:00 am ET. Stockholders of PTMN can attend the meeting and cast their votes by following the instructions outlined in the amended joint proxy statement. Alternatively, stockholders 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. At the time the PTMN Special Meeting was adjourned, stockholders who had already cast their votes showed strong support for the Share Issuance Proposal, with favorability in excess of 85% of voting shares. Under PTMN's organizational documents, the proposed merger requires the approval of a majority of the quorum of holders of PTMN Common Stock. Currently, over 48% of PTMN's outstanding shares have voted or abstained from voting their shares. Accordingly, less than 2% of shares outstanding still need to vote or make an election to abstain from voting their shares in order to reach the required quorum threshold of a majority of PTMN Common Stock issued and outstanding. The Board of Directors of PTMN unanimously recommends that stockholders vote 'FOR' the Share Issuance Proposal. On June 20, 2025, Logan Ridge stockholders voted to approve the merger with Portman Ridge, representing a key milestone in the proposed transaction. With this approval, the merger remains subject to the approval by the Portman Ridge stockholders of the Share Issuance Proposal and the satisfaction of other customary closing conditions. The record date for determining stockholders entitled to vote at the reconvened Special Meeting remains the close of business on May 6, 2025. Stockholders as of the record date are eligible to vote, even if they have subsequently sold their shares. Stockholders who have already voted do not need to take any further action. Proxies previously submitted will be voted at the reconvened meetings unless properly revoked. The Board of Directors of PTMN respectfully requests stockholders vote their proxies as soon as possible. Voting promptly will help ensure that the Special Meeting can proceed without further delays. Stockholders can access the joint proxy statement and prospectus by clicking HERE. Stockholders who have questions about the meeting date, joint proxy statement or about voting their shares should contact PTMN's proxy solicitor, Broadridge, at 1-833-218-3911. 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 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 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 Brandon SatorenChief Financial (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633Error 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
Yahoo
05-06-2025
- Business
- Yahoo
Portman Ridge Announces Change of Date to the Special Meeting of Stockholders to Allow Additional Time for Stockholders to Vote 'FOR' the Share Issuance Proposal
Stockholders of PTMN Who Have Voted Thus Far Have Expressed Strong Support for the Proposed Merger Both Leading Independent Proxy Advisors, Institutional Shareholder Services ('ISS') and Glass Lewis & Co. ('Glass Lewis'), Have Recommended PTMN Stockholders Vote 'FOR' the Share Issuance Proposal NEW YORK, June 05, 2025 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) ('Portman Ridge' or 'PTMN') announced today that its Special Meeting of Stockholders (the 'PTMN Special Meeting') will take place on June 20, 2025, rather than June 6, 2025, to provide stockholders with additional time to cast their vote to approve the share issuance proposal 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'). Stockholders of PTMN can attend the meeting and cast their votes by following the instructions outlined in the amended joint proxy statement. Alternatively, stockholders 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. The Board of Directors of PTMN unanimously recommends that stockholders vote 'FOR' the proposals related to the proposed merger. Furthermore, leading independent proxy advisory firms, ISS and Glass Lewis, have both recommended that PTMN stockholders vote 'FOR' the proposed merger. The record date for determining stockholders entitled to vote at the reconvened Special Meeting remains the close of business on May 6, 2025. Stockholders as of the record date are eligible to vote, even if they have subsequently sold their shares. Stockholders who have already voted do not need to take any further action. Proxies previously submitted will be voted at the reconvened meetings unless properly revoked. The Board of Directors of PTMN respectfully requests stockholders vote their proxies as soon as possible. Voting promptly will help ensure that the Special Meeting can proceed without further delays. Stockholders can access the joint proxy statement and prospectus by clicking HERE. Stockholders who have questions about the meeting date, joint proxy statement or about voting their shares should contact PTMN's proxy solicitor, Broadridge, at 1-833-218-3911. 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 Brandon SatorenChief Financial (212) 891-2880 The Equity Group Catilcati@ (212) 836-9611 Val Ferrarovferraro@ (212) 836-9633Sign in to access your portfolio
