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Portman Ridge Finance Corporation Closes Merger with Logan Ridge Finance Corporation
Globenewswire· 2025-07-15 20:15
Core Viewpoint - Portman Ridge Finance Corporation (PTMN) has successfully completed its merger with Logan Ridge Finance Corporation (LRFC), resulting in a combined entity with total assets exceeding $600 million as of July 11, 2025 [1][3]. Company Overview - PTMN will be rebranded as BCP Investment Corporation later in the summer of 2025 to reflect its affiliation with the BC Partners Credit Platform [2][7]. - The company operates as a publicly traded, externally managed closed-end investment company regulated under the Investment Company Act of 1940, focusing on middle market investments [9]. Financial Details - LRFC shareholders will receive approximately 4.0 million shares of PTMN common stock, equating to 1.5 shares of PTMN for each LRFC share, along with cash payments for fractional shares [3]. - Prior to the merger, LRFC announced a cash payment of $0.47 per share to its shareholders, with an additional tax distribution of $0.38 per share declared on July 14, 2025 [4]. Future Initiatives - Starting in 2026, the company plans to transition to monthly base distributions while maintaining the potential for quarterly supplemental distributions, which will approximate 50% of incremental net investment income [7]. - Over the next 24 months, the company intends to repurchase up to 20% of its outstanding common stock if shares trade below 80% of net asset value (NAV), with a share price target of $15.08 based on March 31, 2025 NAV [7]. Advisory and Legal Support - Keefe, Bruyette & Woods served as the financial advisor to PTMN's Special Committee, while Houlihan Lokey acted as the financial advisor to LRFC's Special Committee [6][8].
Portman Ridge Finance Corporation Announces Shareholder Approval of Merger with Logan Ridge Finance Corporation
Globenewswire· 2025-06-27 20:05
Core Viewpoint - Portman Ridge Finance Corporation (PTMN) has received shareholder approval for the merger with Logan Ridge Finance Corporation (LRFC), with the transaction expected to close around July 15, 2025, following overwhelming support from PTMN shareholders [1][2][3]. Company Overview - PTMN is a publicly traded, externally managed closed-end investment company regulated as a business development company under the Investment Company Act of 1940, focusing on middle market investments [6]. - LRFC is also a business development company that primarily invests in first lien loans and equity securities of lower middle-market companies [9]. Merger Details - Approximately 88% of PTMN shareholders voted in favor of the merger, while LRFC stockholders approved the merger on June 20, 2025 [2]. - Upon closing, the combined entity will be rebranded as BCP Investment Corporation and will trade under the new ticker symbol "BCIC" [4][7]. Financial Initiatives - The new company will transition to a monthly distribution framework starting in 2026, while maintaining the potential for quarterly supplemental distributions [7]. - Over the next 24 months, the company plans to repurchase up to 20% of its outstanding common stock if shares trade below 80% of net asset value, with an authorized stock repurchase program of up to $10 million [7]. Leadership Statements - The CEO of PTMN and LRFC expressed gratitude for shareholder support, emphasizing the strategic vision behind the merger and the goal of creating a larger, more efficient platform for long-term growth [3].
Logan Ridge Finance Corporation Announces Shareholder Approval of Merger with Portman Ridge Finance Corporation
Globenewswire· 2025-06-20 22:02
Core Points - Logan Ridge Finance Corporation (LRFC) has received shareholder approval for its merger with Portman Ridge Finance Corporation (PTMN) [1][2] - Approximately 89.4% of LRFC voting shareholders supported the merger proposal [2] - PTMN's special meeting of shareholders was adjourned and will reconvene on June 27, 2025, to vote on the issuance of PTMN common stock related to the merger [2] - The merger is expected to close shortly after PTMN shareholder approval and the satisfaction of customary closing conditions [2] Company Overview - Logan Ridge Finance Corporation is a business development company (BDC) that primarily invests in first lien loans, second lien loans, and equity securities issued by lower middle-market companies [4] - LRFC targets investments in performing, well-established middle-market businesses across various industries, focusing on those with low levels of cyclicality and operating risk [4] - Portman Ridge Finance Corporation is a publicly traded, externally managed investment company regulated as a BDC under the 1940 Act, managing a portfolio of term loans, mezzanine investments, and selected equity securities in middle market companies [5] - PTMN's investment activities are managed by Sierra Crest Investment Management LLC [5] Leadership Statements - Ted Goldthorpe, President and CEO of both LRFC and PTMN, expressed gratitude for shareholder support, highlighting the strategic and financial merits of the merger [3] - Goldthorpe emphasized that the combined company will benefit from greater scale, enhanced diversification, and improved access to capital, positioning it for long-term value generation for shareholders [3]
Logan Ridge Finance (LRFC) 2025 Extraordinary General Meeting Transcript
2025-06-20 15:30
Logan Ridge Finance (LRFC) 2025 Extraordinary General Meeting June 20, 2025 10:30 AM ET Speaker0 Good morning, ladies and gentlemen, and welcome to the special meeting of stockholders of Logan Ridge Finance Corporation. My name is Ted Goldthorpe, Director, President and Chief Executive Officer of the company, and I will act as Chair of this meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. We have stockholders attending ...
Logan Ridge Finance Corporation Announces Adviser Funded Cash Payment to Shareholders in Connection with its Merger with Portman Ridge Finance Corporation
Globenewswire· 2025-06-17 20:05
Core Viewpoint - Logan Ridge Finance Corporation (LRFC) has announced a merger with Portman Ridge Finance Corporation (PTMN), with a commitment from its investment adviser, Mount Logan Management LLC, to finance an additional cash payment of $0.47 per share to LRFC shareholders prior to the merger closing, effectively allowing shareholders to receive 100% of net asset value (NAV) as of March 31, 2025, adjusted for estimated transaction costs [1][2][3]. Summary by Sections Merger Agreement - LRFC has entered into a merger agreement with PTMN, with the investment adviser financing a pre-closing cash payment of $0.47 per share to shareholders of record as of May 6, 2025 [2]. - This payment, combined with a previously announced tax distribution of at least $1,000,000 (or $0.38 per share) and the exchange of shares at a ratio of 1.5x PTMN shares for each LRFC share, will ensure that shareholders receive 100% of LRFC's NAV [2]. Management Commentary - Ted Goldthorpe, President and CEO of LRFC and PTMN, expressed satisfaction with the agreement, highlighting the enhanced value for shareholders through the additional payment and appreciation for shareholder support during the process [4]. Shareholder Meeting - A special meeting for LRFC shareholders is scheduled for June 20, 2025, at 10:30 am ET, where shareholders are encouraged to vote according to the instructions in the joint proxy statement [4]. Company Background - LRFC is a business development company (BDC) that primarily invests in first lien loans and, to a lesser extent, second lien loans and equity securities of lower middle-market companies, focusing on well-established businesses with low cyclicality and operating risk [6]. - PTMN is also a publicly traded BDC that manages a portfolio of term loans, mezzanine investments, and selected equity securities in middle-market companies [7].
Logan Ridge Announces Change of Date to the Special Meeting of Stockholders to Allow Additional Time for Stockholders to Vote “FOR” the Merger Proposal
Globenewswire· 2025-06-05 23:35
Core Viewpoint - Logan Ridge Finance Corporation (LRFC) stockholders have shown strong support for the proposed merger with Portman Ridge Finance Corporation (PTMN), with leading independent proxy advisors recommending a "FOR" vote on the merger proposal [1][3]. Group 1: Merger Proposal Details - The Special Meeting of Stockholders for LRFC is rescheduled to June 20, 2025, to allow more time for stockholders to vote on the merger with PTMN [1]. - The Board of Directors of LRFC unanimously recommends that stockholders vote "FOR" the proposed merger [2][5]. - Stockholders eligible to vote are those on record as of May 6, 2025, and previously submitted proxies will be counted unless revoked [4]. Group 2: Voting Process - Stockholders can attend the meeting and cast their votes either in person or virtually through a designated website or phone number [2][5]. - The company encourages stockholders to vote their proxies as soon as possible to avoid delays in the meeting [5]. Group 3: Company Backgrounds - LRFC is a business development company that primarily invests in first lien loans and second lien loans, focusing on lower middle-market companies [6]. - PTMN is also a publicly traded business development company that manages a portfolio of term loans, mezzanine investments, and selected equity securities in middle market companies [7].
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
Globenewswire· 2025-06-05 23:35
Group 1 - The Special Meeting of Stockholders for Portman Ridge Finance Corporation (PTMN) is rescheduled to June 20, 2025, to allow more time for stockholders to vote on the share issuance proposal related to the merger with Logan Ridge Finance Corporation (LRFC) [1][2] - Leading independent proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis, have both recommended that PTMN stockholders vote "FOR" the proposed merger [3][6] - The record date for stockholders eligible to vote remains May 6, 2025, and those who have already voted do not need to take further action [4][5] Group 2 - PTMN is a publicly traded, externally managed investment company regulated as a business development company (BDC) under the 1940 Act, focusing on middle market investments [6] - LRFC is also a BDC that primarily invests in first lien loans and equity securities of lower middle-market companies, employing fundamental credit analysis [7]
Leading Independent Proxy Advisory Firms Glass Lewis and ISS Recommend that Shareholders Vote “FOR” the Proposed Merger Between PTMN and LRFC
Globenewswire· 2025-06-03 21:04
Core Viewpoint - Portman Ridge Finance Corporation (PTMN) and Logan Ridge Finance Corporation (LRFC) are set to merge, with both companies receiving favorable recommendations from leading independent proxy advisory firms, ISS and Glass Lewis, for their respective shareholders to vote in favor of the merger [1][2]. Summary by Sections Merger Announcement - PTMN and LRFC announced that ISS and Glass Lewis recommended that LRFC stockholders vote "FOR" the proposed merger at the special meeting on June 6, 2025 [1]. - Both advisory firms also recommended PTMN stockholders to vote "FOR" the merger proposals at their special meeting on the same date [1]. Strategic Rationale - Glass Lewis highlighted that the merger would consolidate two entities managed by affiliated investment advisers, aiming to create a larger, more diversified portfolio with greater market liquidity [2]. - ISS noted that the strategic rationale for the merger appears sound, as the combined company will benefit from increased scale, structural simplification, and diversification [2]. Leadership Commentary - Ted Goldthorpe, President and CEO of both PTMN and LRFC, expressed encouragement from the support of ISS and Glass Lewis, indicating that the merger will enhance PTMN's scale, increase trading liquidity, and generate meaningful earnings accretion for shareholders [2]. Shareholder Engagement - Both companies urged their stockholders to attend the special meetings and vote, providing instructions for accessing the virtual meetings [1][3]. Company Profiles - PTMN is a publicly traded, externally managed investment company regulated as a business development company (BDC), focusing on middle market investments [4]. - LRFC primarily invests in first lien loans and equity securities issued by lower middle-market companies, employing fundamental credit analysis [6].
Logan Ridge Finance (LRFC) - 2025 Q1 - Earnings Call Transcript
2025-05-09 16:02
Logan Ridge Finance (LRFC) Q1 2025 Earnings Call May 09, 2025 11:00 AM ET Company Participants Ted Goldthorpe - CEO, President & DirectorPatrick Schafer - CIOBrandon Satoren - CFO, Chief Accounting Officer, Secretary & TreasurerChristopher Nolan - SVP - Equity ResearchSteven L. Martin - President Operator Good morning, and welcome to Logan Ridge Finance Corporation's First Quarter Ended 03/31/2025 Earnings Conference Call. An earnings press release was distributed yesterday, 05/08/2025, after the close of t ...
Logan Ridge Finance (LRFC) - 2025 Q1 - Earnings Call Transcript
2025-05-09 16:00
Financial Data and Key Metrics Changes - For Q1 2025, Logan Ridge generated $4.6 million in investment income, a decrease of $800,000 or $0.29 per share compared to $5.4 million in Q4 2024 [10] - Net investment income for Q1 2025 was $900,000 or $0.35 per share, down from $1.5 million or $0.50 per share in Q4 2024, representing a decrease of $600,000 or $0.21 per share [11] - The net asset value (NAV) as of March 31, 2025, was $78.8 million, a decrease of $6.3 million or 7.4% from $85.1 million in the previous quarter [12] Business Line Data and Key Metrics Changes - The fair value of Logan's portfolio was approximately $169.6 million, down from $172.3 million in the prior quarter, with exposure to 59 portfolio companies [6] - The company deployed approximately $15.1 million into new and existing investments, with repayments and sales totaling approximately $12.5 million, resulting in a net deployment of approximately $2.7 million for the quarter [7] - The equity portfolio was reduced to 12% from 10.8% of the portfolio on a cost and fair value basis, reflecting the exit of the second largest non-yielding equity position in GA Communications [9] Market Data and Key Metrics Changes - As of March 31, 2025, 70.1% of the investment portfolio at fair value was invested in assets originated by the BC Partners Credit platform, up from 66.7% at the end of the last quarter [7] - The debt investment portfolio represented 86.6% of the total portfolio at fair value, with a weighted average annualized yield of approximately 10.7% [8] Company Strategy and Development Direction - The company is focused on rotating out of its legacy equity portfolio, which has been reduced to 10.8% of the portfolio at fair value, down from 13.8% in the prior quarter [4] - The merger with Fort McMurray is expected to provide increased scale, improved liquidity, and enhanced operational efficiencies, strengthening the company's ability to deliver greater value to shareholders [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's positioning to grow earnings and increase long-term shareholder value despite market volatility and geopolitical uncertainties [4] - The management team does not expect significant recovery from the non-accrual assets, particularly the legacy investment in Sequoia, which has been on non-accrual since 2021 [23] Other Important Information - As of March 31, 2025, the company had $5.1 million in cash and cash equivalents, along with $31.5 million of unused borrowing capacity available for new investments [12] Q&A Session Summary Question: Will the pending merger with Portman entail a full valuation review of Logan's investments? - Yes, a new NAV for both Portman and Logan will be established within 48 hours of share issuance [16] Question: How will the valuation be conducted? - The valuation will be done consistent with regular practices, including third-party marks and internal models [17] Question: What is the prospect for recovering non-accruals? - There is not much expectation for meaningful recovery from non-accrual assets, particularly from Sequoia [23] Question: Are any BC loans in non-accrual status? - Yes, there are three loans in non-accrual status, including one BC name [26] Question: What is the discount to par for the BC sourced book? - Specific numbers will be provided later, but generally, most of the BC sourced book is performing well [28]