Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Portman Ridge Finance Corp | d896090dex992.htm |
| EX-99.1 - EX-99.1 - Portman Ridge Finance Corp | d896090dex991.htm |
| EX-23.1 - EX-23.1 - Portman Ridge Finance Corp | d896090dex231.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 18, 2019
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) |
(I.R.S. Employer Identification No.) | ||
| 650 Madison Avenue, 23rd 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 Instruction A.2.):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the 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 | ||
| 6.125% Notes due 2022 | KCAPL | The NASDAQ Global Select Market |
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. ☐
Explanatory Note
This Amendment No. 1 (this “Amendment No. 1”) is being filed to amend the Current Report on Form 8-K filed by Portman Ridge Finance Corporation, a Delaware Corporation (the “Company”) with the Securities and Exchange Commission on December 19, 2019 (the “Initial Form 8-K”). As previously reported in the Initial Form 8-K, on December 18, 2019, the Company completed its acquisition of OHA Investment Corporation, a Maryland corporation. Pursuant to the instructions to Item 9.01 of Form 8-K, the Company hereby files this Amendment No. 1 to amend the Initial Form 8-K in order to include the required financial statements and pro forma financial information that were previously omitted.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following financial statements are filed as Exhibit 99.1 to this report and incorporated in their entirety herein by reference:
Audited Consolidated Financial Statements of OHA Investment Corporation as of and for the years ended December 31, 2018 and 2017.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Net Assets
Consolidated Statements of Cash Flows
Consolidated Schedules of Investments
Notes to Consolidated Financial Statements
Schedule 12 – 14 Investments in and Advances to Affiliates
Unaudited Consolidated Financial Statements of OHA Investment Corporation as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018.
Consolidated Balance Sheets for the nine months ended September 30, 2019 (unaudited) and December 31, 2018
Consolidated Statements of Operations for the three months ended September 30, 2019 and 2018 and the nine months ended September 30, 2019 and 2018 (unaudited)
Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2019 and 2018 (unaudited)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited)
Consolidated Schedule of Investments as of September 30, 2019 (unaudited) and December 31, 2018
Notes to Consolidated Financial Statements (unaudited)
(b) Pro Forma Financial Statements.
The following pro forma information is filed as Exhibit 99.2 to this report and incorporated in its entirety herein by reference:
Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition as of September 30, 2019
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2019
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2018
Unaudited Pro Forma Condensed Consolidated Schedule of Investments as of September 30, 2019
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PORTMAN RIDGE FINANCE CORPORATION | ||
| By: | /s/ Edward U. Gilpin | |
| Edward U. Gilpin | ||
| Chief Financial Officer | ||
Date: March 3, 2020