8-K
0001372807false 0001372807 2024-07-23 2024-07-23
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 23, 2024
 
 
Portman Ridge Finance Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
814-00735
 
20-5951150
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
650 Madison Avenue, 3rd Floor
New York
,
New York
 
10022
(Address of principal executive offices)
 
(Zip Code)
(Registrant’s telephone number, including area code): (
212
)
891-2880
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
 
PTMN
  The
NASDAQ
Global Select Market
 
 
 

Item 1.01
Entry into a Material Definitive Agreement.
On July 23, 2024, Great Lakes Portman Ridge Funding LLC (“SPV”), a wholly-owned subsidiary of Portman Ridge Finance Corporation (the “Company”), entered into a second amendment (“Second Amendment”) to its senior secured revolving credit facility (“Credit Facility”) dated December 18, 2019 (as amended by the first amendment, dated as of April 29, 2022 and as further amended, modified, supplemented or restated from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S. Bank National Association serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.
The Second Amendment, among other things, (i) provided for a committed increase to the aggregate principal amount of the Credit Facility in an amount not to exceed $85,000,000, subject to the satisfaction of certain conditions, (ii) provided for a committed
seven-day
bridge advance in an aggregate principal amount of $18,250,000, subject to the satisfaction of certain conditions, (iii) reduced the applicable margin on the Credit Facility to 2.50% per annum, (iv) extended the period in which the Company may request advances under the Credit Facility to August 29, 2026, (v) extended the stated maturity of the Credit Facility to August 29, 2027, (vi) extended the
non-call
period under the Credit Facility to April 29, 2025, and (vii) provided for certain fees to be paid to the administrative agent and the lenders in connection therewith.
The description above is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to a copy of the Revolving Credit Facility conformed through the Second Amendment, which is filed as Exhibit 10.1 to this current report on Form
8-K.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
 
Item 7.01
Regulation FD Disclosure.
On July 29, 2024, the Company issued a press release announcing the closing of the Second Amendment. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933,
as
amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01
Financial Statements and Exhibits.
 
Exhibit Number
  
Description
10.1    Loan and Security Agreement Conformed Through the Second Amendment dated as of July 23, 2024 among Great Lakes Portman Ridge Funding LLC, The Lenders Party Hereto, The Collateral Administrator, Collateral Agent ad Securities Intermediary Party Hereto, JPMorgan Chase Bank, National Association, as Administrative Agent and Portman Ridge Finance Corporation, as Portfolio Manager.
99.1    Press Release, dated July 29, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this
report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PORTMAN RIDGE FINANCE CORPORATION
By:  
/s/ Brandon Satoren
Name:   Brandon Satoren
Title:   Chief Financial Officer
Date: July 29, 2024