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): May 6, 2021



Portman Ridge Finance Corporation

(Exact name of registrant as specified in its charter)




Delaware   814-00735   20-5951150

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

650 Madison Avenue, 23rd Floor

New York, New York

(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 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


6.125% Notes due 2022   KCAPL  

The NASDAQ Global Select





Item 3.02

Unregistered Sale of Equities Securities.

On May 6, 2021, Portman Ridge Finance Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an affiliate of LibreMax Intermediate Holdings, LP and affiliates of Sierra Crest Investment Management LLC, the Company’s investment adviser, for the sale of 1,381,305 shares of the Company’s common stock, par value $0.01 per share, at the net asset value per share of the Company’s common stock. The Company received proceeds in cash of approximately $4.02 million from the sale, and the transaction closed on May 6, 2021. These sales are being made in accordance with the terms of the agreement that the Company entered into in connection with its externalization in 2019, which require the Company’s investment adviser and/or its affiliates to use up to $10 million of the incentive fee actually paid by the Company to the investment adviser prior to the second anniversary of the closing of the externalization transaction to buy newly issued shares of the Company’s common stock at the net asset value per share of the common stock.

The issuance of common stock under the Purchase Agreement was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations by the purchasers in the Purchase Agreement that such purchasers were accredited investors as defined in Regulation D under the Securities Act.


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.



/s/ Jason T. Roos

Name:   Jason T. Roos
Title:   Chief Financial Officer

Date: May 12, 2021