Core Insights - Portman Ridge (PTMN) reported quarterly earnings of $0.60 per share, missing the Zacks Consensus Estimate of $0.64 per share, and down from $1.19 per share a year ago, representing an earnings surprise of -6.25% [1] - The company posted revenues of $14.39 million for the quarter ended December 2024, missing the Zacks Consensus Estimate by 0.88%, and down from $17.79 million year-over-year [2] - Portman Ridge shares have increased by approximately 3.1% since the beginning of the year, contrasting with the S&P 500's decline of -4.8% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.63 on revenues of $14.48 million, and for the current fiscal year, it is $2.66 on revenues of $57.56 million [7] - The estimate revisions trend for Portman Ridge is mixed, leading to a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Financial - Investment Management industry, to which Portman Ridge belongs, is currently ranked in the bottom 45% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Portman Ridge's stock performance [5]

Core Insights - Portman Ridge Finance Corporation reported a net investment income of $2.59 per share for the full year 2024 and a net asset value of $19.41 per share as of December 31, 2024 [1][12] - The company continued its share repurchase program, buying back a total of 202,357 shares for approximately $3.8 million during the full year 2024, which was accretive to NAV by $0.07 per share [1][5] - A merger agreement with Logan Ridge Finance Corporation aims to enhance shareholder value through increased scale, improved liquidity, and operational efficiencies [1][4] Financial Performance - Total investment income for the fourth quarter of 2024 was $14.4 million, down from $15.2 million in the third quarter of 2024 and $17.8 million in the fourth quarter of 2023 [5] - For the full year 2024, total investment income was $62.4 million, a decrease from $76.3 million in 2023 [11] - Net investment income for the fourth quarter of 2024 was $5.5 million ($0.60 per share), compared to $11.2 million ($1.19 per share) in the fourth quarter of 2023 [5][12] Shareholder Distributions - The company announced a regular quarterly base distribution of $0.47 per share and a supplemental distribution of $0.07 per share for the first quarter of 2025 [1][8] - Total stockholder distributions for 2024 amounted to $2.76 per share [5] Merger Details - The merger agreement with Logan Ridge involves two phases: the first merger will see Merger Sub merge with LRFC, and the second merger will merge LRFC into Portman Ridge [4][6] - Each share of LRFC's common stock will be converted into 1.500 newly issued shares of common stock of Portman Ridge, with cash paid for fractional shares [6] Investment Portfolio - As of December 31, 2024, the investment portfolio at fair value was $405.0 million, down from $467.9 million as of December 31, 2023 [12][14] - The debt investment portfolio, excluding CLO Funds, totaled $320.7 million at fair value, spread across 26 different industries [12][14] Non-Accrual Investments - The number of non-accrual investments decreased from nine as of September 30, 2024, to six as of December 31, 2024 [7][12]

Core Insights - Portman Ridge Finance Corporation reported a net investment income of $2.59 per share for the full year 2024, with a net asset value of $19.41 per share as of December 31, 2024 [1][12] - The company has initiated a share repurchase program, repurchasing a total of 202,357 shares for approximately $3.8 million during the full year 2024, which was accretive to NAV by $0.07 per share [1][5] - A merger agreement with Logan Ridge Finance Corporation aims to enhance shareholder value through increased scale, improved liquidity, and operational efficiencies [1][4] Financial Performance - Total investment income for the fourth quarter of 2024 was $14.4 million, down from $15.2 million in the third quarter of 2024 and $17.8 million in the fourth quarter of 2023 [5] - For the full year 2024, total investment income was $62.4 million, a decrease from $76.3 million in 2023, with core investment income also declining to $62.2 million from $74.5 million [12][13] - Net investment income for the fourth quarter of 2024 was $5.5 million ($0.60 per share), compared to $11.2 million ($1.19 per share) in the fourth quarter of 2023 [5][12] Shareholder Distributions - The company announced a regular quarterly base distribution of $0.47 per share and a supplemental distribution of $0.07 per share, with the supplemental distribution expected to approximate 50% of net investment income exceeding the base distribution [1][8][10] - Total stockholder distributions for 2024 amounted to $2.76 per share [5] Investment Portfolio - As of December 31, 2024, the fair value of the investment portfolio was $405.0 million, down from $467.9 million in 2023, with a diversified spread across 28 different industries [12][14] - The debt investment portfolio, excluding CLO Funds, totaled $320.7 million at fair value, with an average par balance per entity of approximately $2.5 million [12][14] Merger Agreement Details - The merger agreement with Logan Ridge involves a two-step merger process, with LRFC merging into a wholly-owned subsidiary of Portman Ridge, followed by LRFC merging into Portman Ridge itself [4][6] - Each share of LRFC's common stock will be converted into 1.500 newly issued shares of common stock of Portman Ridge, with cash paid for fractional shares [6] Management Commentary - The CEO of Portman Ridge highlighted the positive developments in 2024, including the merger potential, while acknowledging challenges within the investment portfolio [7] - The company reduced the number of non-accrual investments from nine to six by the end of 2024, indicating a focus on improving credit quality [7]

Investment Strategy - The company primarily invests in illiquid securities, including loans and equity of private companies, with a focus on distressed debt securities [98]. - The company carries its investments at fair value, which may differ materially from market values due to the inherent uncertainty in determining fair value for illiquid investments [448]. - An independent valuation firm is engaged to provide third-party valuation consulting services, reviewing material investments in illiquid securities at least once during a trailing 12-month period [449]. - The fair value pricing of investments considers factors such as collateral value, third-party valuations, portfolio company earnings, and market comparisons [448]. Regulatory Compliance - The company must maintain at least 70% of its total assets in qualifying assets as defined by the 1940 Act [104]. - The asset coverage requirement for senior securities was changed from 200% to 150% effective March 29, 2019 [107]. - The company is subject to examination by the SEC for compliance with the 1940 Act [116]. - The company is prohibited from indemnifying any director or officer against liability arising from willful misfeasance or gross negligence [116]. - The company may incur a U.S. federal excise tax if it fails to meet the Excise Tax Avoidance Requirement, which is based on specific distribution criteria [120]. - The company is subject to a 4% nondeductible U.S. federal excise tax on undistributed income unless it meets the Excise Tax Avoidance Requirement [120]. Taxation and Distributions - The company is required to distribute at least 90% of its investment company taxable income to qualify for RIC tax treatment [118]. - If the company fails to qualify as a RIC, it would be subject to corporate tax on all taxable income at regular rates, impacting distributions to stockholders [129]. - The company may need to recognize taxable income without receiving cash, which could necessitate distributions to satisfy the Annual Distribution Requirement [123]. - The company is authorized to borrow funds to satisfy the Annual Distribution Requirement and to eliminate U.S. federal income and excise tax liabilities [124]. - The company has adopted a dividend reinvestment plan allowing stockholders to reinvest distributions in additional shares of common stock [130]. Interest Rate Sensitivity - As of December 31, 2024, approximately 90.1% of the Debt Securities Portfolio were floating rate, with a weighted average interest rate of 6.2% on $267.5 million of borrowings [441]. - A 1% increase in interest rates would increase net investment income by approximately $1.5 million annually, while a 2% increase would raise it by about $3.0 million, and a 3% increase would result in an increase of approximately $4.6 million [445]. - A 1% decrease in interest rates would lead to a decrease in net investment income of approximately ($1.5) million, while a 2% and 3% decrease would result in decreases of approximately ($3.0) million and ($4.3) million, respectively [446]. - 89.8% of floating rate loans in the portfolio contain interest rate floors ranging from 0.50% to 5.25% [441]. Competition and Management - The company faces competition from commercial investment banks, specialty finance companies, hedge funds, and other BDCs, which may have lower funding costs and greater managerial resources [99]. - The company has no employees since externalization and does not expect to have any in the future [100]. - The company has adopted a code of ethics to establish procedures for personal investments and restrict certain personal securities transactions [109]. - The company may not change its business nature without approval from a majority of its outstanding voting securities [103]. - Management acknowledges that actual results may materially differ from simulated outcomes due to potential changes in credit quality and asset composition [447].

NEW YORK, Feb. 14, 2025 (GLOBE NEWSWIRE) -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: Portman Ridge Finance Corporation (NASDAQ: PTMN)’s merger with Logan Ridge Finance Corporation. If you are a Portman Ridge shareholder, click here to learn more about your legal rights and options. Logan Ridge Finance Corporation (NASDAQ: LRFC)’s sale to Port ...

Group 1 - Kuehn Law, PLLC is investigating potential claims related to proposed mergers involving several companies, focusing on whether the Boards acted to maximize shareholder value, failed to disclose material information, and conducted a fair process [1] - Portman Ridge Finance Corporation has entered into a definitive agreement to acquire Logan Ridge Finance Corporation, with Logan Ridge shareholders receiving 1.5 newly issued Portman Ridge shares for each share they own [3] - Air Transport Services Group, Inc. has agreed to be acquired by Stonepeak for $22.50 per share in cash, with the acquisition expected to complete in the first half of 2025, after which Air Transport stock will cease trading on NASDAQ [3] - Retail Opportunity Investments Corp. has agreed to be acquired by Blackstone for $17.50 per share, with the transaction expected to close in the first quarter of 2025 [3] Group 2 - Kuehn Law emphasizes the importance of shareholder participation in safeguarding interests and encourages concerned shareholders to contact the firm, noting that all case costs are covered by Kuehn Law [2] - Shareholders are advised to act promptly as legal rights may be time-sensitive, highlighting the urgency of involvement in shareholder cases [2]

Group 1 - Monteverde & Associates PC is investigating Portman Ridge Finance Corporation regarding its proposed merger with Logan Ridge Finance Corporation [1] - Under the merger agreement, shareholders of Logan Ridge will receive 1.50 newly issued shares of Portman Ridge common stock for each share of Logan Ridge common stock they own [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1][2] Group 2 - The firm operates from the Empire State Building in New York City and is a national class action securities firm [2] - Monteverde & Associates PC emphasizes that no company, director, or officer is above the law, and encourages shareholders with concerns to reach out for additional information [3]

Core Points - Portman Ridge Finance Corporation will release its financial results for Q4 and the full year ended December 31, 2024, on March 13, 2025, after market close [1] - A conference call to discuss these results is scheduled for March 14, 2025, at 10:30 a.m. ET [1] Company Overview - Portman Ridge Finance Corporation is a publicly traded, externally managed investment company regulated as a business development company under the Investment Company Act of 1940 [4] - The company focuses on middle market investments, including term loans, mezzanine investments, and selected equity securities [4] - Investment activities are managed by Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors, LP [4] Accessing Information - The conference call can be accessed by phone or via a live audio webcast [2][3] - A replay of the conference call will be available until March 21, 2025 [2] - Financial and operational information can be found on the company's website [5]

Core Viewpoint - Portman Ridge Finance Corporation and Logan Ridge Finance Corporation are exploring a potential business combination, with independent special committees established to evaluate the process and possible exchange ratios [1][2]. Company Overview - Portman Ridge Finance Corporation is a publicly traded investment company regulated as a business development company, focusing on middle market investments, including term loans and mezzanine investments [4]. - Logan Ridge Finance Corporation is also a publicly traded investment company regulated as a business development company, primarily investing in first lien loans and equity securities in lower middle market companies [6]. Advisory and Legal Counsel - Portman Ridge's special committee has engaged Keefe, Bruyette & Woods, Inc. as its financial advisor and Stradley Ronon Stevens & Young, LLP as legal counsel [2]. - Logan Ridge's special committee has retained Houlihan Lokey, Inc. as its financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel [2]. Regulatory Filings - Both companies have filed relevant documents with the SEC regarding the potential business combination, and further developments will be disclosed as deemed appropriate [3][13].

Exhibit 99.1 FOR IMMEDIATE RELEASE Portman Ridge Finance Corporation Announces Third Quarter 2024 Financial Results Reports Net Investment Income of $0.63 Per Share and Net Asset Value of $20.36 Per Share Recurring PIK Income as a Percentage of Total Investment Income Declines by Over 200 Basis Points Continued Share Repurchase Program: Total of 33,429 Shares for an Aggregate Cost of Approximately $0.6 Million Repurchased During the Third Quarter; Accretive to NAV by $0.01 Per Share Announces Fourth Quarter ...