NEW YORK–(BUSINESS WIRE)–Harvest Capital Credit score Company (NASDAQ: HCAP) (“HCAP”) and Portman Ridge Finance Company (NASDAQ: PTMN) (“PTMN”) as we speak introduced that the deadline (the “Election Deadline”) for HCAP’s stockholders of file to elect to obtain money consideration in lieu of shares of PTMN widespread inventory in reference to the pending merger of PTMN and HCAP (the “Merger”) is 5:00 p.m., Jap Time, on June 2, 2021. The Election Deadline relies on PTMN’s and HCAP’s expectation that HCAP’s particular assembly of stockholders to approve issues referring to the Merger will probably be held as scheduled on June 7, 2021.
The phrases of the proposed Merger are set forth within the Settlement and Plan of Merger (the “Merger Settlement”), dated as of December 23, 2020, by and amongst PTMN, Rye Acquisition Sub Inc., a direct wholly-owned subsidiary of PTMN, HCAP, and Sierra Crest Funding Administration LLC, the exterior funding adviser to PTMN (“Sierra Crest”). If the Merger is consummated, amongst different transactions, HCAP will merge with and into PTMN, with the mixed firm to be managed by Sierra Crest, an affiliate of BC Companions Advisors L.P. The completion of the Merger is topic to satisfaction or waiver or sure customary closing circumstances contained within the Merger Settlement, together with receipt of the requisite approval from HCAP stockholders.
Beneath the phrases of the Merger Settlement, if the Merger is accomplished, HCAP stockholders (apart from HCAP, PTMN and their subsidiaries) will probably be entitled to obtain, within the combination:
- a money fee from Sierra Crest of $2.15 million within the combination, or roughly $0.36 per share of HCAP widespread inventory, plus
- consideration per share equal to HCAP’s web asset worth per share as of a date inside two days previous to closing, funded utilizing shares of PTMN’s widespread inventory (valued at 100% of PTMN’s web asset worth per share as of the identical date inside two days previous to the closing of the Merger) and, to the extent the required variety of PTMN shares exceeds 19.9% of the issued and excellent shares of PTMN widespread inventory instantly previous to the Merger closing, money consideration within the quantity of such extra (the “PTMN Consideration”).
With respect to the PTMN Consideration, HCAP stockholders have the power to elect to obtain such consideration within the type of money or PTMN widespread inventory, topic to the circumstances and limitations within the Merger Settlement, with the change ratio for the overall consideration to be paid by PTMN within the Merger being decided by the web asset worth of HCAP and PTMN as of the closing, calculated as of 5:00 p.m., Jap Time two days previous to the closing of the Merger. HCAP stockholders who don’t validly make an election to obtain money will probably be deemed to have elected to obtain shares of PTMN widespread inventory with respect to the PTMN Consideration acquired in change for his or her shares of HCAP widespread inventory. HCAP stockholders could obtain consideration from PTMN that features each money and inventory, relying on their election and the elections of different stockholders.
HCAP’s stockholders of file wishing to make an election should ship a correctly accomplished Election Kind (together with all different paperwork and supplies referred to within the Election Kind) to American Inventory Switch & Belief Firm, LLC, the change agent, no later than the Election Deadline of 5:00 p.m., Jap Time, on June 2, 2021.
Stockholders of HCAP who maintain their shares via a financial institution, dealer or different nominee could also be topic to an earlier deadline than the Election Deadline for making their elections, primarily based on the directions of their brokers, banks or different nominees or trustees, and may fastidiously learn such directions concerning making an election. HCAP stockholders are inspired to seek the advice of with their dealer, financial institution or different nominee as quickly as attainable concerning these directions.
The election supplies don’t present for a assured supply process. HCAP stockholders bear the chance of making certain correct and well timed supply of their election supplies.
HCAP stockholders are notified that any election made with respect to their shares of HCAP widespread inventory will probably be withdrawn upon any subsequent switch of such shares. Consequently, except the transferee makes a brand new election previous to the Election Deadline, the transferee will probably be deemed to have elected to obtain inventory with respect to the PTMN Consideration acquired in change for such shares of HCAP widespread inventory. Any HCAP stockholder that receives shares of HCAP widespread inventory after the Election Deadline will probably be deemed to have elected to obtain inventory with respect to the PTMN Consideration acquired in change for such shares of HCAP widespread inventory.
The Election Kind was despatched to HCAP’s stockholders of file on or about April 23, 2021. HCAP stockholders could get hold of further copies of the election supplies by contacting D.F. King & Co., Inc., at 800-949-2583 (Toll-Free), 212-269-5550 (for banks and brokers) or at firstname.lastname@example.org.
A extra detailed description of the consideration to which HCAP stockholders are entitled and the procedures relevant to elections is contained within the Proxy Assertion/Prospectus dated April 20, 2021, copies of which can be obtained without cost by following the directions beneath. The Election Deadline doesn’t alter the deadline for stockholders of HCAP to vote on the proposals to be offered for approval at HCAP’s upcoming particular assembly of stockholders.
About Harvest Capital Credit score Company
Harvest Capital Credit score Company (NASDAQ: HCAP) gives personalized financing options to privately held small and mid-sized corporations within the U.S., usually concentrating on corporations with annual revenues of lower than $100 million and annual EBITDA of lower than $15 million. HCAP’s funding goal is to generate each present revenue and capital appreciation primarily by making direct investments within the type of senior debt, subordinated debt and, to a lesser extent, minority fairness investments. HCAP is externally managed and has elected to be handled as a enterprise improvement firm underneath the Funding Firm Act of 1940.
About Portman Ridge Finance Company
Portman Ridge Finance Company (NASDAQ: PTMN) is a publicly traded, externally managed funding firm that has elected to be regulated as a enterprise improvement firm underneath the Funding Firm Act of 1940. PTMN’s center market funding enterprise originates, buildings, funds and manages a portfolio of time period loans, mezzanine investments and chosen fairness securities in center market corporations. PTMN’s funding actions are managed by its funding adviser, Sierra Crest Funding Administration LLC, an affiliate of BC Companions Advisors L.P.
This communication incorporates forward-looking statements that contain substantial dangers and uncertainties, together with statements concerning the completion of the transaction between HCAP and PTMN. The usage of phrases similar to “anticipates,” “believes,” “intends,” “plans,” “expects,” “tasks,” “estimates,” “will,” “ought to,” “could” and comparable expressions establish any such forward-looking statements. These forward-looking statements will not be ensures of future efficiency and are topic to numerous dangers and uncertainties. Sure components may trigger precise outcomes and circumstances to vary materially from these projected, together with the uncertainties related to (i) the timing or probability of the transaction closing, (ii) the anticipated synergies and financial savings related to the transaction, (iii) the anticipated elimination of sure bills and prices as a result of transaction, (iv) the proportion of HCAP stockholders voting in favor of the transaction, (v) the chance that competing gives or acquisition proposals for HCAP will probably be made, (vi) the chance that any or the entire varied circumstances to the consummation of the merger will not be happy or waived, together with the failure to acquire HCAP stockholder approval, (vii) dangers associated to diverting the respective administration’s consideration from HCAP’s and PTMN’s ongoing enterprise operations, (viii) the chance that stockholder litigation in reference to the transactions contemplated by the merger settlement could lead to vital prices of protection and legal responsibility, (ix) the longer term working outcomes of HCAP’s or PTMN’s portfolio corporations or of the mixed firm, (x) regulatory components, (xi) modifications in regional or nationwide financial circumstances, together with however not restricted to the impression of the COVID-19 pandemic, and their impression on the industries by which HCAP and PTMN make investments, and (xii) different modifications within the circumstances of the industries by which HCAP and PTMN make investments and different components enumerated in HCAP’s and PTMN’s respective filings with the U.S. Securities and Change Fee (the “SEC”), together with PTMN’s registration assertion on Kind N-14, as amended, which features a proxy assertion/prospectus (as amended, the “Registration Assertion”), which was declared efficient 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 assertion, which was filed by HCAP with the SEC on April 21, 2021 (the “Proxy Assertion” and, along with the Prospectus, the “Proxy Assertion/Prospectus”). You shouldn’t place undue reliance on such forward-looking statements, which communicate solely as of the date of this communication. PTMN and HCAP undertake no obligation to replace any forward-looking statements made herein, except required by regulation. It’s best to, due to this fact, not depend on these forward-looking statements as representing the views of HCAP or PTMN as of any date subsequent to the date of this communication. It’s best to learn this communication and the paperwork referenced on this communication fully and with the understanding that precise future occasions and outcomes could also be materially completely different from expectations. PTMN and HCAP qualify all forward-looking statements by these cautionary statements.
Extra Info and The place to Discover It
In reference to the proposed transaction, together with searching for to acquire HCAP stockholder approval in connection therewith, PTMN and HCAP have filed sure supplies with the SEC, together with, amongst different supplies, the Registration Assertion and the Proxy Assertion/Prospectus. The Registration Assertion was declared efficient by the SEC on April 20, 2021, and the Proxy Assertion/Prospectus was first mailed to HCAP’s stockholders on or round April 22, 2021 to hunt approval of the proposed transaction. The Registration Assertion and the Proxy Assertion/Prospectus every include necessary details about HCAP, PTMN, the proposed transaction and associated issues. This communication will not be an alternative choice to the Proxy Assertion/Prospectus or the Registration Assertion to which it pertains or for some other doc that HCAP or PTMN could file with the SEC and ship to HCAP’s stockholders in reference to the proposed transaction. This communication is for informational functions solely and doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities or a solicitation of any vote or approval. No supply of securities shall be made besides by the use of a prospectus assembly the necessities of Part 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. Traders and safety holders are in a position to get hold of the paperwork filed with the SEC freed from cost on the SEC’s web site, http://www.sec.gov, or for paperwork filed by HCAP, from HCAP’s web site at http://www.harvestcapitalcredit.com and for paperwork filed by PTMN, from PTMN’s web site at www.portmanridge.com.
Members within the Solicitation
HCAP, its administrators, sure of its government officers and sure workers and officers of HCAP Advisors, LLC and its associates could also be deemed to be individuals within the solicitation of proxies in reference to the proposed transaction. Details about the administrators and government officers of HCAP is ready forth within the Proxy Assertion/Prospectus. PTMN, its administrators, sure of its government officers and sure workers and officers of Sierra Crest and its associates could also be deemed to be individuals within the solicitation of proxies in reference to the proposed transaction. Details about the administrators and government officers of PTMN is ready forth within the Proxy Assertion/Prospectus. Extra data concerning the pursuits of individuals within the solicitation of proxies in reference to the proposed transaction will also be discovered within the Registration Assertion and the Proxy Assertion/Prospectus. These paperwork could also be obtained freed from cost from the sources indicated above.
No Provide or Solicitation
This communication will not be, and not at all is it to be construed as, a prospectus or an commercial and the communication of this communication will not be, and not at all is it to be construed as, a suggestion to promote or a solicitation of a suggestion to buy any securities in PTMN, HCAP or in any fund or different funding automobile.