The Firm is representing Portman Ridge Finance Corporation, a publicly traded business development company (NASDAQ: PTMN) (“PTMN”), and Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P., in connection with PTMN’s proposed acquisition of Harvest Capital Credit Corporation, another publicly traded business development company (NASDAQ: HCAP) (“HCAP”).
In connection with the transaction, HCAP stockholders will receive aggregate consideration equal to HCAP’s net asset value at the time of the closing of the transaction. The consideration they receive will be a combination of (i) PTMN shares valued at 100% of PTMN’s net asset value per share at the closing in an aggregate number equal to HCAP’s net asset value at the closing; (ii) to the extent that the required number of PTMN shares exceeds 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the closing, cash consideration in the amount of such excess; and (iii) an additional cash payment from Sierra Crest, the external adviser to PTMN, of $2.15 million, or approximately $0.36 per share. Following the closing of the transaction, current HCAP stockholders are expected to own approximately 16.6% of the combined company.
HCAP stockholders may elect to receive cash or PTMN shares (or a combination of the two) as consideration, and HCAP stockholders who do not make a stock or cash election will be deemed to have elected to receive stock. If, based on the elections of the HCAP stockholders, the aggregate number of shares of PTMN stock to be issued in connection with the merger would be more or less than 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the transaction closing, then the stock and/or cash consideration payable by PTMN will adjusted to the extent necessary such that the aggregate number of shares of PTMN common stock to be issued in connection with the merger equals such threshold. Any adjustments to the amount of cash or shares receivable by HCAP stockholders will be made pro rata among those HCAP stockholders electing to receive the same.
In addition to approval by HCAP’s stockholders, the closing of the merger is subject to customary conditions. The parties currently expect the transaction to be completed in the second calendar quarter of 2021.
The Firm previously represented BC Partners in its transaction to become the external adviser to PTMN (closed April 2019), and then represented PTMN in its acquisitions of OHA Investment Corporation and Garrison Capital Inc., both of which were other publicly traded business development companies (closed December 2019 and October 2020, respectively).
The Simpson Thacher team includes Rajib Chanda, Steven Grigoriou and Adrienne Jang (Registered Funds); Jonathan Corsico, Hilary Albrecht and John Dougherty (M&A); Jonathan Goldstein, Eli Shalam and Sophie Staples (Tax); Christopher Brown and James Doyle (Banking and Credit); Kelly Karapetyan (Antitrust); Jonathan Ozner (Capital Markets); and Lori Lesser and Alysha Sekhon (Intellectual Property).