Portman Ridge Finance and Garrison Capital have merged. The combined company will be externally managed by Sierra Crest Investment Management.
Simpson Thacher & Bartlett served as counsel to Portman Ridge Finance. Keefe, Bruyette & Woods, a Stifel Company, served as exclusive financial advisor to the special committee of Garrison Capital’s board of directors. Proskauer Rose served as counsel to Garrison Capital and Eversheds Sutherland served as counsel to the special committee of Garrison Capital’s board of directors.
As a result of the closing, Oct. 28, 2020, was set as the date for the Garrison Capital stockholders’ right to receive the $5 million cash payment from an affiliate of BC Partners Advisors as well as the merger consideration composed of approximately $19.1 million in cash from Portman Ridge Finance and approximately 30.8 million shares of Portman Ridge Finance common stock.
Accordingly, each share of Garrison Capital common stock will receive approximately $1.50 in cash and 1.917 shares of Portman Ridge Finance common stock.
The merger received solid support from Garrison Capital’s stockholder base, with nearly 99% of the voting stockholders approving the transaction. As of the closing, Portman Ridge Finance and Garrison Capital stockholders owned approximately 59% and 41%, respectively, of the combined company.
The combined company will be externally managed by Sierra Crest Investment Management, an affiliate of BC Partners, and after the closing, is expected to have total assets of approximately $638 million and net asset value of approximately $209 million.
“We are very pleased to close the merger with Garrison Capital, the third transaction successfully negotiated and closed by our team in less than two years. Our new and existing stakeholders will benefit not only from the increased size and scale of the combined entity, but also from the access and resources provided by BC Partners’ broader $31 billion platform. We look forward to continuing to execute on our long-term strategy of building a diversified portfolio of high-quality directly originated senior secured debt investments,” Ted Goldthorpe, president and CEO of Portman Ridge Finance and head of BC Partners Credit, commented.
Portman Ridge Finance is a non-diversified management investment company.
Garrison Capital is a business development service based in New York.