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     124  0 Kommentare Portman Ridge Finance Corporation and Harvest Capital Credit Corporation Announce Election Deadline for HCAP Stockholders to Elect Form of Consideration

    Harvest Capital Credit Corporation (NASDAQ: HCAP) (“HCAP”) and Portman Ridge Finance Corporation (NASDAQ: PTMN) (“PTMN”) today announced that the deadline (the “Election Deadline”) for HCAP’s stockholders of record to elect to receive cash consideration in lieu of shares of PTMN common stock in connection with the pending merger of PTMN and HCAP (the “Merger”) is 5:00 p.m., Eastern Time, on June 2, 2021. The Election Deadline is based on PTMN’s and HCAP’s expectation that HCAP’s special meeting of stockholders to approve matters relating to the Merger will be held as scheduled on June 7, 2021.

    The terms of the proposed Merger are set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 23, 2020, by and among PTMN, Rye Acquisition Sub Inc., a direct wholly-owned subsidiary of PTMN, HCAP, and Sierra Crest Investment Management LLC, the external investment adviser to PTMN (“Sierra Crest”). If the Merger is consummated, among other transactions, HCAP will merge with and into PTMN, with the combined company to be managed by Sierra Crest, an affiliate of BC Partners Advisors L.P. The completion of the Merger is subject to satisfaction or waiver or certain customary closing conditions contained in the Merger Agreement, including receipt of the requisite approval from HCAP stockholders.

    Under the terms of the Merger Agreement, if the Merger is completed, HCAP stockholders (other than HCAP, PTMN and their subsidiaries) will be entitled to receive, in the aggregate:

    • a cash payment from Sierra Crest of $2.15 million in the aggregate, or approximately $0.36 per share of HCAP common stock, plus
    • consideration per share equal to HCAP’s net asset value per share as of a date within two days prior to closing, funded using shares of PTMN’s common stock (valued at 100% of PTMN’s net asset value per share as of the same date within two days prior to the closing of the Merger) and, to the extent the required number of PTMN shares exceeds 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the Merger closing, cash consideration in the amount of such excess (the “PTMN Consideration”).

    With respect to the PTMN Consideration, HCAP stockholders have the ability to elect to receive such consideration in the form of cash or PTMN common stock, subject to the conditions and limitations in the Merger Agreement, with the exchange ratio for the total consideration to be paid by PTMN in the Merger being determined by the net asset value of HCAP and PTMN as of the closing, calculated as of 5:00 p.m., Eastern Time two days prior to the closing of the Merger. HCAP stockholders who do not validly make an election to receive cash will be deemed to have elected to receive shares of PTMN common stock with respect to the PTMN Consideration received in exchange for their shares of HCAP common stock. HCAP stockholders may receive consideration from PTMN that includes both cash and stock, depending on their election and the elections of other stockholders.

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    Portman Ridge Finance Corporation and Harvest Capital Credit Corporation Announce Election Deadline for HCAP Stockholders to Elect Form of Consideration Harvest Capital Credit Corporation (NASDAQ: HCAP) (“HCAP”) and Portman Ridge Finance Corporation (NASDAQ: PTMN) (“PTMN”) today announced that the deadline (the “Election Deadline”) for HCAP’s stockholders of record to elect to receive cash …

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