Early Votes Indicate Strong Support for Proposed Merger by LRFC Stockholders
Leading Proxy Advisors ISS and Glass Lewis Advise LRFC Shareholders to Vote “FOR” the Merger
NEW YORK, June 5, 2025 – In a move that could reshape the landscape of middle-market lending, Logan Ridge Finance Corporation (NASDAQ: LRFC) announced today that its Special Meeting of Stockholders has been rescheduled. The meeting, initially slated for June 6, 2025, will now take place on June 20, 2025. This extension gives stockholders additional time to cast their votes on the proposed merger with Portman Ridge Finance Corporation (NASDAQ: PTMN), a deal that promises significant strategic and operational benefits.
Shareholders of LRFC can attend the meeting and vote by following the instructions outlined in the amended joint proxy statement. Alternatively, stockholders can also access the virtual meeting and vote by going to the following website: http://www.virtualshareholdermeeting.com/LRFC2025SM, or by calling 1-833-218-3962 and providing the control number which is listed in the proxy card received. The Board of Directors of LRFC unanimously recommends that stockholders vote “FOR” the proposed merger.
The merger proposal has garnered further validation, with both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), two of the industry’s most respected independent proxy advisory firms, issuing recommendations that LRFC stockholders vote in favor of the deal. This endorsement from leading advisors often plays a pivotal role in shaping shareholder decisions, suggesting a high degree of confidence in the merger’s strategic rationale.
The record date for determining eligible voters remains May 6, 2025. Shareholders who held shares on this date are entitled to vote, regardless of subsequent sales. Those who have already voted need not take further action, as previously submitted proxies will be counted at the reconvened meetings, unless revoked.
In light of the upcoming vote, LRFC’s Board of Directors is urging shareholders to promptly submit their proxies. Timely voting is crucial to ensuring the Special Meeting proceeds smoothly and without unnecessary delays.
For those seeking more in-depth information, the joint proxy statement and prospectus can be found by clicking HERE. Shareholders looking for specific inquiries regarding the meeting date, joint proxy statement, or voting procedures are encouraged to contact LRFC’s proxy solicitor, .
About Logan Ridge Finance Corporation
LRFC, functioning as a business development company (BDC), specializes in investments in the lower middle-market landscape. Their investment strategy centers on first lien loans, complemented by strategic allocations to second lien loans and equity securities. The focus is on established businesses operating across diverse sectors. This approach employs rigorous credit analysis aimed at mitigating cyclicality and operating risk.
About Portman Ridge Finance Corporation
PTMN, a publicly traded, externally managed investment company, is regulated as a BDC under the 1940 Act. The company concentrates on originating, structuring, and managing a portfolio that includes term loans, mezzanine investments, and selected equity securities focused on middle-market participants. Investment oversight is managed by its investment advisor, Sierra Crest. Financial information is available on Portman Ridge’s website at www.portmanridge.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements, which are subject to risks and uncertainties. These statements concern future events, including the merger’s potential outcomes, financial performance and investor expectations. Factors that could cause actual results to differ, include merger consummation, realization of anticipated benefits, shareholder votes, and the regulatory or economic environment. PTMN and LRFC do not assume any obligation to update these forward-looking statements. Investors should consult SEC filings for a more comprehensive discussion of risk factors.
No Offer or Solicitation
This communication is not intended as an offer to sell securities.
Additional Information and Where to Find It
This communication relates to the proposed merger of PTMN and LRFC and certain related matters (the “Proposals”). In connection with the Proposals, PTMN has filed a registration statement (Registration No. 333-285230) with the SEC (the “Registration Statement”) that contains a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the “Joint Proxy Statement”) and has mailed the Joint Proxy Statement to its and LRFC’s respective shareholders. The Registration Statement and Joint Proxy Statement will contain important information about PTMN, LRFC and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by PTMN, from PTMN’s website at https://www.portmanridge.com, and, for documents filed by LRFC, from LRFC’s website at https://www.loganridgefinance.com.
Participants in the Solicitation
PTMN, its directors, certain of its executive officers and certain employees and officers of Sierra Crest and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025. LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the PTMN and LRFC shareholders in connection with the Proposals will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above.
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