Portman Ridge Finance Corp美股招股说明书(2025-05-13版)

650 Madison Avenue, 3rd FloorNew York, NY 10022MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT May 13, 2025 Dear Stockholder: You are cordially invited to attend the Special Meeting of Stockholders (the “PTMN Special Meeting”) of Portman Ridge FinanceCorporation, a Delaware corporation (“PTMN”), to be held virtually on June 6, 2025, at 10:00 a.m., Eastern Time, at the followingwebsite:www.virtualshareholdermeeting.com/PTMN2025SM. Stockholders of record of PTMN at the close of business on May 6,2025 are entitled to notice of, and to vote at, the PTMN Special Meeting or any adjournment or postponement thereof. The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the businessto be conducted at the PTMN Special Meeting. At the PTMN Special Meeting, you will be asked to: •approve the issuance of shares of common stock, par value $0.01 per share, of PTMN (“PTMN Common Stock”) pursuant tothe First Merger (as defined below) in accordance with the NASDAQ Global Select Market (“NASDAQ”) listing rulerequirements (such issuance, the “PTMN Share Issuance”, and such proposal, the “PTMN Share Issuance Proposal”); and •approve one or more adjournments of the PTMN Special Meeting if necessary to solicit additional proxies in favor of thePTMN Share Issuance Proposal if there are insufficient votes at the time of the PTMN Special Meeting to approve the PTMNShare Issuance Proposal (the “PTMN Adjournment Proposal” and, taken together with the PTMN Share Issuance Proposal,the “PTMN Proposals”). Pursuant to the Agreement and Plan of Merger, dated as of January 29, 2025, by and among PTMN; Logan Ridge FinanceCorporation, a Maryland corporation (“LRFC”); Portman Ridge Merger Sub, Inc., a Maryland corporation and a direct wholly-ownedsubsidiary of PTMN (“Merger Sub”); solely for purposes of Article V, Section 7.18(d), Section 8.2 and Article XI (as further describedbelow), Mount Logan Management LLC, a Delaware limited liability company and the investment adviser to LRFC (“Mount Logan”);and, solely for purposes of Article V, Section 7.18(d), Section 8.3 and Article XI of the Merger Agreement (as further describedbelow), Sierra Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser toPTMN (“SCIM”) (as may be amended from time to time, the “Merger Agreement”), subject to the terms and conditions set forth in theMerger Agreement, as of the applicable effective time (the “Effective Time”), Merger Sub would merge with and into LRFC, withLRFC continuing as the surviving company and as a wholly-owned subsidiary of PTMN (the “First Merger”). Following theeffectiveness of the First Merger, LRFC would merge with and into PTMN, with PTMN continuing as the surviving company (the“Second Merger” and, together with the First Merger, the “Mergers”). As described above, Mount Logan has executed the Merger Agreement solely for purposes of Article V, Section 7.18(d), Section8.2 and Article XI thereof. These provisions of the Merger Agreement include (i) the representations and warranties made by MountLogan to PTMN, (ii) a covenant by Mount Logan to provide certain support to PTMN and LRFC in connection with certaincalculations required to be made by them pursuant to the terms of the Merger Agreement, (iii) the closing conditions of PTMN andMerger Sub relating to the accuracy of the representations and warranties made by Mount Logan and (iv) the general provisions of theMerger Agreement. As described above, SCIM has executed the Merger Agreement solely for purposes of Article V, Section 7.18(d), Section 8.3 andArticle XI thereof. These provisions of the Merger Agreement include (i) the representations and warranties made by SCIM to LRFC,(ii) a covenant by SCIM to provide certain support to PTMN and LRFC in connection with certain calculations required to be made bythem pursuant to the terms of the Merger Agreement, (iii) the closing conditions of LRFC relating to the accuracy of therepresentations and warranties made by SCIM and (iv) the general provisions of the Merger Agreement. The closing of the Mergers is contingent upon (a) the approval of the PTMN Share Issuance Proposal by holders of PTMNCommon Stock (such holders, “PTMN Stockholders”), (b) the approval of the First Merger by holders of shares of common stock, parvalue $0.01 per share, of LRFC (such shares of common stock, “LRFC Common Stock”) and (c)the satisfaction or waiver of certainother closing conditions. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of LRFC Common Stock issuedand outstanding immediately prior to the Effective Time (other than shares owned by PTMN or any of its consolidated subsidiaries,including Merger Sub (the “Cancelled Shares”)) will be converted into the right to receive 1.5 shares of PTMN Common Stock, and, ifapplicable, cash will be paid in lieu of fractional shares (such shares of PTMN Common