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Portman Ridge Finance Corporation and Logan Ridge Finance Corporation Enter into Merger Agreement
LRFCLogan Ridge Finance (LRFC) GlobeNewswire·2025-01-30 13:00

Core Viewpoint - Portman Ridge Finance Corporation and Logan Ridge Finance Corporation have announced a merger agreement, with Portman Ridge as the surviving entity, expected to enhance size, scale, and operational efficiencies [1][2][12] Transaction Highlights - The merger will increase Portman Ridge's total assets to over 600millionandnetassetvalue(NAV)toapproximately600 million and net asset value (NAV) to approximately 270 million based on September 30, 2024 balance sheets [2] - The merger is expected to be immediately accretive to PTMN's NAV by 1.3% and core net investment income (NII) due to 2.8millioninannualoperatingexpenseefficiencies[2][10]Morethan702.8 million in annual operating expense efficiencies [2][10] - More than 70% of LRFC's portfolio is expected to consist of BC Partners-originated assets, with over 60% overlapping with PTMN's portfolio, mitigating integration risk [2][10] Fixed Exchange Ratio - LRFC shareholders will receive 1.50 shares of PTMN common stock for each share of LRFC, valuing LRFC's shares at 25.02, a 4% premium to its January 24, 2025 closing price [4] Approval and Timeline - The merger requires approval from shareholders of both companies and is expected to close in the second calendar quarter of 2025 [5][6] Additional Transaction Details - Sierra Crest, PTMN's external investment adviser, will waive up to 1.5millionofincentivefeesovereightquarterspostmerger[7]LRFCplanstodeclareadividendofnolessthan1.5 million of incentive fees over eight quarters post-merger [7] - LRFC plans to declare a dividend of no less than 1.0 million prior to the merger closing [9] Management Commentary - Management expressed confidence that the merger will be accretive to shareholders and enhance trading volume, liquidity, and access to financing [10][12]