Harvest Funds Credit Corporation to Merge into Portman Ridge Finance Corporation

NEW YORK, Dec. 23, 2020 (World NEWSWIRE) — Harvest Money Credit Corporation (NASDAQ: HCAP) (“HCAP”) and Portman Ridge Finance Company (NASDAQ: PTMN) (the “Company” or “PTMN”) declared nowadays that they have entered into a definitive agreement beneath which HCAP will merge with and into PTMN, a business enterprise development business managed by Sierra Crest Expense Administration LLC (“Sierra Crest”), an affiliate of BC Companions Advisors L.P. (“BC Partners”).

The transaction has been authorised by a unanimous vote of Unique Committee of the Board of Directors of HCAP, the Board of Administrators of HCAP (other than directors affiliated with HCAP’s exterior expenditure adviser who abstained from voting) and the Board of Directors of PTMN. In addition, the Board of Administrators of HCAP will recommend that HCAP stockholders vote in favor of adoption and acceptance of the definitive merger settlement, issue to selected closing problems.

Transaction Highlights

• The put together business will be externally managed by Sierra Crest and is predicted to have total belongings of approximately $757 million, and a net asset benefit of approximately $248 million (each based mostly on September 30, 2020 equilibrium sheets, altered for estimated transaction expenditures and PTMN’s the latest merger with Garrison Money Inc.)
• Stockholders ought to assume to realize internet investment earnings for each share accretion next the closing of the transaction
• The transaction is envisioned to produce operational synergies for the mixed company as a outcome of the professional forma much larger scale and elimination of redundant HCAP expenses

• Certain significant stockholders of HCAP have entered into voting aid agreements with PTMN and agreed to vote their HCAP shares in favor of the transaction, which shares stand for in aggregate close to 31.6% of HCAP’s shares fantastic as of December 22, 2020 and
• Following the transaction, present HCAP stockholders are anticipated to own close to 16.6% of the put together firm.

In link with the transaction, HCAP stockholders will receive mixture consideration equivalent to HCAP’s net asset price at closing. This thing to consider will be funded making use of PTMN shares (valued at 100% of PTMN’s internet asset price for each share at the time of closing of the transaction) and, to the extent the required quantity of PTMN shares exceeds 19.9% of the issued and excellent shares of PTMN typical stock right away prior to the transaction closing, income thing to consider in the total of such excessive. As described underneath, HCAP stockholders will have an chance, subject to specific limits, to elect to receive either hard cash or PTMN shares in consideration for their HCAP shares. Additionally, all HCAP stockholders will obtain an further income payment from Sierra Crest of $2.15 million in the combination, or around $.36 for every share.

Assuming a transaction dependent on respective September 30, 2020 web asset values for HCAP and PTMN, adjusted for anticipated transaction expenditures and PTMN’s latest merger with Garrison Cash Inc., the merger transaction (such as the Sierra Crest extra money payment) at present values HCAP shares at about $10.11 for every share which signifies 104% of HCAP’s September 30, 2020 net asset price (web of transaction expenses). Applying PTMN’s closing rate of $1.80 on December 22, 2020, the merger transaction (including the Sierra Crest supplemental cash payment) presently values HCAP shares at about $7.71 for each share, which signifies 79% of HCAP’s September 30, 2020 net asset value (internet of approximated transaction costs) and a 30% top quality to HCAP’s closing value on December 22, 2020.

If the mixture merger consideration is to be compensated in money as effectively as PTMN inventory for the reason that of the 19.9% inventory issuance limitation explained previously mentioned, HCAP typical stockholders will have the skill to elect to acquire thing to consider in the sort of hard cash or stock, with the trade ratio for the total consideration to be paid by PTMN in the merger being identified by the internet asset price of HCAP and PTMN as of the closing, calculated as of 5:00 p.m. New York Town time two times prior to the closing of the transaction. When every single HCAP stockholder will receive the identical per share thing to consider, stockholders getting PTMN shares will acquire a variety of PTMN shares equal to the HCAP web asset benefit for each share as of 5:00 p.m. New York Metropolis time two times prior to the closing of the transaction divided by the quantity-weighted common price of PTMN stock for the 10-buying and selling working day interval ending two days prior to the date of the closing. HCAP frequent stockholders might receive consideration from PTMN that features both hard cash and stock, dependent on their election and the elections of other stockholders. HCAP stockholders who do not make a inventory or income election will be considered to have elected to receive inventory in relationship with the merger.

In addition to acceptance by HCAP stockholders, the closing of the merger is issue to customary problems. The functions currently assume the transaction to be finished in the next calendar quarter of 2021.

Administration Commentary

Ted Goldthorpe, President and Main Government Officer of PTMN and Head of BC Associates Credit rating, stated, “We proceed to execute on our tactic of targeting consolidation opportunities that turn out to be earnings accretive for shareholders of each PTMN and the obtained company. We have been proactive in determining unique possibilities where by our Business can gain from higher scale and speedy cost synergies. In earlier transactions we have correctly benefitted from acquiring bigger scale, which makes it possible for PTMN to both of those maximize situation measurements even though simultaneously cutting down the impact of community corporation reporting and other costs. We think the put together corporation will reward from acquiring decrease funding expenditures, a decreased blended price framework, a reduction in community business charges for each share and an improved trading liquidity in the equity.”

Joseph Jolson, Chairman and CEO of HCAP, mentioned, “We believe that the mixture with PTMN represents a favorable consequence for HCAP traders. As HCAP’s biggest non-institutional shareholder, I have agreed to just take stock in the merger and to lockup my PTMN place for 90 days article-closing to aid larger liquidity for HCAP shareholders who receive shares in the merger. The transaction is predicted to be accretive to net financial investment revenue of the combined firm thanks to materials price tag cost savings, reduced financial investment management expenses, and minimized borrowing expenses on HCAP’s contributed assets. Finally, HCAP shareholders who receive PTMN shares in the merger can expect to get normal money dividends from PTMN on a go-ahead basis.”

Transaction Advisors

Keefe, Bruyette & Woods acted as economical advisor to HCAP’s Distinctive Committee. Dechert LLP served as counsel to HCAP and HCAP’s Exclusive Committee and Simpson Thacher & Bartlett LLP served as counsel to PTMN.  

Meeting Simply call Facts

PTMN and HCAP will host a joint meeting simply call on Thursday, December 24, 2020 at 8:30 am Jap Time to discuss the transaction. All intrigued persons are invited to take part on the contact and can obtain the conference get in touch with by dialing (866) 757-5630. Worldwide callers can entry the meeting by dialing (707) 287-9356. Convention ID is 2625868.

A stay audio webcast of the meeting call can be accessed via the World wide web, on a hear-only foundation by clicking the next website link: https://edge.media-server.com/mmc/p/swvbuhcy.

The providers will be making use of an trader presentation as an accompaniment to the dwell simply call, which will be available on HCAP’s web-site at www.harvestcapitalcredit.com  and PTMN’s web-site at www.portmanridge.com.

About Harvest Capital Credit history Corporation

Harvest Cash Credit history Corporation (NASDAQ: HCAP) presents custom-made funding options to privately held compact and mid-sized corporations in the U.S., generally concentrating on companies with yearly revenues of significantly less than $100 million and yearly EBITDA of much less than $15 million. HCAP’s financial commitment aim is to generate both equally latest earnings and funds appreciation generally by generating immediate investments in the kind of senior financial debt, subordinated credit card debt and, to a lesser extent, minority equity investments. HCAP is externally managed and has elected to be addressed as a organization improvement enterprise beneath the Investment Enterprise Act of 1940. For much more facts about HCAP, visit www.harvestcapitalcredit.com.

About Portman Ridge Finance Company

Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed expenditure corporation that has elected to be regulated as a business progress enterprise beneath the Financial commitment Enterprise Act of 1940. PTMN’s middle industry financial investment small business originates, structures, finances and manages a portfolio of phrase loans, mezzanine investments and selected fairness securities in middle marketplace companies. PTMN’s investment routines are managed by its financial investment adviser, Sierra Crest Investment decision Management LLC, an affiliate of BC Associates Advisors L.P.

PTMN’s filings with the SEC, earnings releases, press releases and other fiscal, operational and governance data are offered on PTMN’s web site at  www.portmanridge.com.

Ahead-Hunting Statements

This press release, as well as statements built throughout the conference get in touch with, might incorporate forward-looking statements that entail considerable challenges and uncertainties, such as statements relating to the completion of the transaction involving HCAP and PTMN. We may possibly use words and phrases such as “anticipates,” “believes,” “intends,” “plans,” “expects,” “projects,” “estimates,” “will,” “should,” “may” and similar expressions to recognize ahead-looking statements. These ahead-wanting statements are matter to various challenges and uncertainties. Specified components could lead to real final results and disorders to vary materially from those people projected, which includes the uncertainties connected with (i) the timing or likelihood of the transaction closing, (ii) the predicted synergies and discounts related with the transaction, (iii) the envisioned elimination of particular fees and expenditures because of to the transaction, (iv) the share of HCAP stockholders voting in favor of the transaction, (v) the risk that competing offers or acquisition proposals for HCAP will be built, (vi) the chance that any or all of the many circumstances to the consummation of the merger could not be pleased or waived, (vii) threats associated to diverting the respective management’s notice from HCAP’s and PTMN’s ongoing company functions, (viii) the chance that stockholder litigation in relationship with the transactions contemplated by the merger agreement could consequence in major prices of defense and legal responsibility, (ix) the long term functioning benefits of our portfolio providers or the put together enterprise, (x) regulatory things, (xi) modifications in regional or nationwide financial situations, like but not confined to the impact of the COVID-19 pandemic, and their influence on the industries in which we make investments, and (xii) other modifications in the problems of the industries in which we make investments and other factors enumerated in our filings with the SEC. You must not location undue reliance on these types of forward-hunting statements, which talk only as of the day of the related conversation. Neither HCAP nor PTMN undertakes any obligation to update ahead-looking statements made herein or for the duration of the convention get in touch with, unless needed by law. You should, therefore, not rely on these ahead-looking statements as representing our views as of any day subsequent to the date of the conversation. You should go through this conversation and the files that we reference in this interaction completely and with the comprehension that our true potential outcomes may well be materially diverse from what we be expecting. We qualify all of our forward-wanting statements by these cautionary statements.

Supplemental Info and Where by to Find It

In link with the proposed transaction, HCAP and PTMN system to file suitable resources with the SEC, together with a registration statement on Sort N-14 (the “Registration Statement”), which will incorporate a proxy statement on Schedule 14A for HCAP, which will be mailed to HCAP’s stockholders and a prospectus for PTMN. The Registration Assertion will include crucial details about HCAP, PTMN, the proposed transaction and linked matters. This communication does not constitute an supply to offer or the solicitation of an give to get any securities or a solicitation of any vote or approval. No offer of securities shall be built except by signifies of a prospectus meeting the demands of Area 10 of the Securities Act of 1933. STOCKHOLDERS OF HCAP ARE URGED TO Examine THE REGISTRATION Statement, Such as THE PROXY Assertion Provided THEREIN, AS Effectively AS ANY AMENDMENTS OR Supplements TO THESE Documents, Cautiously AND IN THEIR ENTIRETY WHEN THEY Become Out there AND In advance of Building ANY Financial investment OR VOTING Determination Due to the fact THEY WILL Comprise Crucial Facts ABOUT HCAP, PTMN, THE PROPOSED TRANSACTION AND Related Matters. Buyers and stability holders will be able to receive the files filed with the SEC absolutely free of demand at the SEC’s web web site, www.sec.gov or, for files submitted by HCAP, from HCAP’s website at www.harvestcapitalcredit.com and for paperwork filed by PTMN, from PTMN’s site at www.portmanridge.com.

Contributors in the Solicitation

HCAP, its administrators, selected of its govt officers and specified workforce and officers of HCAP Advisors, LLC and its affiliates may perhaps be deemed to be contributors in the solicitation of proxies in connection with the proposed transaction. Information and facts about the directors and executive officers of HCAP is set forth in its proxy statement for its 2020 Once-a-year Meeting of Stockholders, which was filed with the SEC on April 21, 2020. PTMN, its directors, specified of its government officers and certain staff members and officers of Sierra Crest Expenditure Administration LLC and its affiliates may be considered to be individuals in the solicitation of proxies in connection with the proposed transaction. Info about the administrators and government officers of PTMN is established forth in its proxy assertion for its 2020 Once-a-year Assembly of Stockholders, which was filed with the SEC on April 29, 2020. Information pertaining to the persons who could, below the guidelines of the SEC, be thought of members in the solicitation of the HCAP stockholders in connection with the proposed transaction will be contained in the Registration Statement, such as the proxy assertion provided therein, and other applicable components when these types of documents become offered. This doc may be attained totally free of demand from the resources indicated above.

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