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EX-99.1 - EXHIBIT 99.1 - Portman Ridge Finance Corptv509264_ex99-1.htm

 

 

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): December 17, 2018 (December 17, 2018)

 

KCAP Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  814-00735  20-5951150
(State or other jurisdiction  (Commission File Number)  (I.R.S. Employer Identification No.)
of incorporation)      

 

295 MADISON AVENUE

NEW YORK, NY 10017

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (212) 455-8300

 

Not applicable

______________________________________________

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

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. ¨

 

 

 

 

 

 

Item 8.01.Other Events.

 

On December 17, 2018, KCAP Financial, Inc. (the “Company”) issued a press release announcing the execution of a Stock Purchase and Transaction Agreement by and between the Company and BC Partners Advisors L.P. (“BC Partners”), pursuant to which, subject to stockholder approval, the Company will enter into an investment advisory agreement for BC Partners to become the investment adviser to the Company. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1 Press Release dated December 17, 2018

 

 

 

 

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.

 

Date:  December 17, 2018 KCAP Financial, Inc.  
         
         
  By: /s/ Edward U. Gilpin  
    Name: Edward U. Gilpin  
    Title: Chief Financial Officer