Item 1.02. Termination of Material Definitive Agreement
The information in this Current Report on Form 8-K set forth under Item 2.01 is incorporated herein by reference into this Item 1.02.
Investment Advisory Agreement
On
Administration Agreement
On
Loan and Security Agreement
Immediately prior to and in connection with the completion of the First Merger
(as defined below), with all outstanding amounts due in connection with the
Company's Loan and Security Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
In accordance with the terms of the Merger Agreement, at the effective time of
the First Merger (the "Effective Time"), holders of shares of the Company's
common stock, par value
With respect to the PTMN Consideration, record holders of shares of HCAP Common Stock were entitled, with respect to all or any portion of the shares of HCAP Common Stock held as of the Effective Time, to make an election to receive payment for their shares of HCAP Common Stock in cash (an "Election"), subject to the conditions of and certain adjustment mechanisms set forth in the Merger Agreement. Any record holder of shares of HCAP Common Stock who did not validly make an Election was deemed to have elected to receive shares of the PTMN's common stock with respect to the PTMN Consideration as payment for their shares of HCAP Common Stock. Each share of HCAP Common Stock (other than a Cancelled Share) with respect to which an Election was made was treated
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as an "Electing Share" and each share of HCAP Common Stock (other than a
Cancelled Share) with respect to which an Election was not made or that was
transferred after the election deadline on
Pursuant to the conditions of and adjustment mechanisms in the Merger Agreement, 475,806 Electing Shares were converted to Non-Electing Shares for purposes of calculating the total mix of consideration to be paid to each Electing Share in order to ensure that the value of the aggregate PTMN Cash Consideration paid to . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger
Agreement, on
Item 3.03. Material Modification to Rights of Security Holders.
The information in this Current Report on Form 8-K set forth under Items 2.01 and 3.01 is incorporated herein by reference into this Item 3.03.
On
Pursuant to the Third Supplemental Indenture, PTMN expressly assumed the due and
punctual payment of the principal of (and premium, if any) and interest, if any,
on the Notes and the performance of the Company's covenants under the base
indenture, dated as of
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the form of Base Indenture, the Second Supplemental Indenture, providing for the issuance of the Notes, and the Third Supplemental Indenture, relating to PTMN's assumption of the Notes, copies of which, including the form of Notes related thereto, are incorporated by reference as Exhibits 4.1 through 4.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
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Item 5.01. Changes in Control of Registrant.
As a result of the First Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of PTMN. The information contained in Item 2.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the surviving corporation in the First Merger). The certificate of incorporation and bylaws of the Company (as the surviving corporation in the First Merger), each as in effect immediately following the Effective Time, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
For Against Abstain 3,470,510 51,807 81,713
Because there because the Company received the votes necessary to approve the Merger Agreement and the transactions contemplated thereby at the Special Meeting, no vote on the adjournment of the Special Meeting was necessary.
Item 9.01. Financial Statements and Exhibits.
2.1* Agreement and Plan of Merger, dated as ofDecember 23, 2020 , by and among Portman Ridge Finance Corporation,Rye Acquisition Sub Inc. ,Harvest Capital Credit Corporation andSierra Crest Investment Management LLC . (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onDecember 28, 2020 ) 3.1 Amended and Restated Certificate of Incorporation ofHarvest Capital Credit Corporation 3.2 Amended and Restated Bylaws ofHarvest Capital Credit Corporation 4.1 Form of Base Indenture betweenHarvest Capital Credit Corporation andU.S. Bank National Association (incorporated by reference to Exhibit (d)(2) to Pre-Effective Amendment No. 1 toHarvest Capital Credit Corporation's Registration Statement on Form N-2, File No. 333-198362, filed onNovember 7, 2014 ) 4.2 Second Supplemental Indenture betweenHarvest Capital Credit Corporation andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.2 filed withHarvest Capital Credit Corporation's Form 8-A filed onAugust 24, 2017 ) 4.3 Third Supplemental Indenture by and between Portman Ridge Finance Corporation andU.S. National Bank Association , as trustee (incorporated by reference to Exhibit 4.4 filed with Portman Ridge Finance Corporation's Form 8-A onJune 9, 2021 )
* Exhibits and schedules to this Exhibit have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
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