SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2021
Portman Ridge Finance Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
650 Madison Avenue, 23rd Floor
New York, New York
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code): (212) 891-2880
(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||
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|
|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2021, Edward (Ted) Gilpin retired from his position as Chief Financial Officer, Secretary and Treasurer of Portman Ridge Finance Corporation (the Company), effective March 1, 2021.
On January 12, 2021, the Board of Directors (the Board) of the Company appointed Jason T. Roos as Chief Financial Officer, Secretary and Treasurer of the Company, effective as of March 1, 2021.
Jason T. Roos, 42, joined BC Partners LLP in May 2020 and brings nearly 20 years of experience in financial roles, most recently as Credit Product CFO, where he is responsible for the integrity and accuracy of financial reporting and the overall control environment of the credit business. Prior to joining BC Partners LLP, Mr. Roos served in various roles with Wells Fargo & Company from 2011 to 2020, including serving as Controller for Wells Fargos investment bank and institutional broker dealer, Wells Fargo Securities. Prior to that, from 2002 to 2011, Mr. Roos provided audit and advisory services to financial institutions at PricewaterhouseCoopers LLP. Mr. Roos earned his B.A. in accounting and finance from the University of Northern Iowa and is a Certified Public Accountant registered in New York, Iowa, and Minnesota.
The Company does not pay cash compensation or provide other benefits directly to Mr. Roos or to any of its other executive officers. Mr. Roos is an employee of BC Partners LLP, the indirect sole owner of the Companys administrator, BC Partners Management LLC (the Administrator), which is compensated for the services it provides to the Company pursuant to the terms of an administration agreement between the Company and the Administrator (the Administration Agreement). Pursuant to the Administration Agreement, the Company makes payments equal to an amount that reimburses the Administrator for its costs and expenses in performing its obligations and providing personnel and facilities (including rent, office equipment and utilities) for the Companys use under the Administration Agreement, including an allocable portion of the compensation paid to Mr. Roos.
Mr. Roos: (i) was not appointed as the Companys Chief Financial Officer, Secretary and Treasurer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Companys directors or other executive officers; and (iii) other than as disclosed herein, has not engaged, since the beginning of the Companys last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant.
|Item 7.01|| |
Regulation FD Disclosure.
On January 12, 2021, the Company issued a press release announcing the appointment of Mr. Roos as the Companys Chief Financial Officer, Secretary and Treasurer. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release, dated January 12, 2021|
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|
|Title:||President and Chief Executive Officer|
Date: January 12, 2021
FOR IMMEDIATE RELEASE
Portman Ridge Finance Corporation Names Jason T. Roos
As Chief Financial Officer
NEW YORK, January 12, 2021 Portman Ridge Finance Corporation (Nasdaq: PTMN) (the Company or Portman Ridge), a business development company, today announced that its Chief Financial Officer (CFO) and Treasurer, Edward (Ted) Gilpin, has communicated his plans to retire and that Jason T. Roos will succeed him as the Companys CFO, effective March 1, 2021. Mr. Gilpin will remain with the Company through March 1, 2021 to ensure a smooth transition.
Its been my pleasure and privilege to serve as Portman Ridges CFO and be part of the Companys transformation through its mergers with OHA Investment Corp., Garrison Capital Inc., and the most recent agreement to merge with Harvest Capital Credit Corporation, said Mr. Gilpin. Portman Ridges strong financial and competitive positions, and its management by Sierra Crest Investment Management, LLC, an affiliate of BC Partners LLP, make me confident of the Companys prospects for continued success.
Ted became CFO in 2012 when Portman Ridge was internally managed as KCAP Financial, Inc. and has been invaluable in the development and execution of our business strategies, said Ted Goldthorpe, Chief Executive Officer of Portman Ridge. During this time, he developed a talented financial and accounting team. I want to thank Ted for being a trusted advisor and business partner, and for his leadership and personal dedication during his time at Portman Ridge.
As we continue to grow and execute on our strategic vision, Jasons years of experience in senior financial leadership roles will be integral to the Portman Ridge management team in 2021 and beyond, commented Mr. Goldthorpe.
Mr. Roos joined BC Partners LLP in May 2020 and brings nearly 20 years of experience in financial roles, most recently as Credit Product CFO, where he is responsible for the integrity and accuracy of financial reporting and the overall control environment of the credit business. Prior to joining BC Partners, Mr. Roos served in various roles with Wells Fargo & Company from 2011 to 2020, including serving as Controller for Wells Fargos investment bank and institutional broker dealer, Wells Fargo Securities. Prior to that, from 2002 to 2011, Mr. Roos provided audit and advisory services to financial institutions at PricewaterhouseCoopers LLP. Mr. Roos earned his B.A. in accounting and finance from the University of Northern Iowa and is a Certified Public Accountant registered in New York, Iowa, and Minnesota.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Portman Ridges middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. Portman Ridges investment activities are managed by its investment adviser, Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors, LP.
Portman Ridges filings with the Securities and Exchange Commission (the SEC), earnings releases, press releases and other financial, operational and governance information are available on the Companys website at www.portmanridge.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. The matters discussed in this press release, as well as in future oral and written statements by management of Portman Ridge Finance Corporation, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected development of the business, plans and expectations about future investments and the future liquidity of the Company. We generally identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, could, intends, target, projects, outlook, contemplates, believes, estimates, predicts, potential or continue or the negative of these terms or other similar words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required to be reported under the rules and regulations of the SEC.
Portman Ridge Finance Corporation
650 Madison Avenue, 23rd floor
New York, NY 10022
The Equity Group Inc.