Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2020, in connection with the consummation of the transactions
contemplated by the Merger Agreement (as defined below), Garrison Capital Inc.,
a Delaware corporation (the "Company"), assigned all of its rights and
obligations as collateral manager under that certain Collateral Management
Agreement, dated as of September 29, 2016 and amended on October 18, 2018, by
and between Garrison Funding 2018-2 Ltd. and the Company to Portman Ridge
Finance Corporation, a Delaware corporation (the "PTMN"). Immediately after such
assignment, Garrison Funding 2018-2 Ltd., a Cayman Islands exempted company,
Garrison Funding 2018-2 LLC, a Delaware limited liability company, and Deutsche
Bank Trust Company Americas, as trustee, entered into a second supplemental
indenture to the indenture, dated as of September 29, 2016, among such parties
to remove all references to the Company, Garrison Capital Advisers LLC, Garrison
Investment Group LP and their respective affiliates and to make similar
conforming changes.
Item 1.02. Termination of a Material Definitive Agreement.
On October 28, 2020, in connection with and immediately prior to the
consummation of the transactions contemplated by the Merger Agreement, the
Company terminated (1) the Sixth Amended and Restated Investment Advisory
Agreement, dated as of May 6, 2019, by and between the Company and Garrison
Capital Advisers LLC and (2) the Administration Agreement, dated as of
October 9, 2012, by and between the Company and Garrison Capital Administrator
LLC.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 28, 2020, PTMN completed its previously announced acquisition of the
Company, pursuant to that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 24, 2020, by and among PTMN, the Company, Citadel
Acquisition Sub Inc., a Delaware corporation and a direct wholly owned
subsidiary of PTMN ("Acquisition Sub"), and Sierra Crest Investment Management
LLC, a Delaware limited liability company and the external investment adviser to
PTMN ("Sierra Crest"). Pursuant to the Merger Agreement, Acquisition Sub was
merged with and into the Company, with the Company continuing as the surviving
corporation and a direct wholly owned subsidiary of PTMN (the "First Merger").
Immediately following the First Merger, the Company was merged with and into
PTMN, with PTMN continuing as the surviving corporation (the "Second Merger").
As a result of, and as of the effective time of, the Second Merger, the
Company's separate corporate existence ceased.
In accordance with the terms of the Merger Agreement, at the effective time of
the First Merger (the "Effective Time"), each share of common stock, par value
$0.001 per share, of the Company (the "Company Common Stock") issued and
outstanding immediately prior to the Effective Time (other than shares owned by
the Company or PTMN or any wholly owned subsidiary of the Company or PTMN (other
than shares held in trust accounts, managed accounts and the like, or otherwise
held in a fiduciary or agency capacity, that were beneficially owned by third
parties) and all treasury shares (collectively, "Cancelled Shares")) was
converted into the right to receive (i) an amount in cash, without interest,
equal to approximately $1.19, and (ii) approximately 1.917 shares of common
stock, par value $0.01 per share, of PTMN (the "PTMN Common Stock") (plus any
applicable cash in lieu of fractional shares). As a result of the First Merger,
PTMN issued an aggregate of approximately 30,765,640 shares of PTMN Common Stock
to former stockholders of the Company. The Merger Agreement also provides that
each share of Company Common Stock issued and outstanding immediately prior to
the Effective Time, excluding Cancelled Shares, will be entitled to receive, as
additional consideration funded by Sierra Crest, an amount in cash, without
interest, equal to approximately $0.31.
The foregoing description of the Merger Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on
Form 8-K filed on June 25, 2020, and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule;
Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger
Agreement, on October 28, 2020, the Company notified the Nasdaq Stock Market LLC
("Nasdaq") of the consummation of First Merger and requested that Nasdaq file
with the U.S. Securities and Exchange Commission a Form 25 Notification of
Removal of Listing and/or Registration to delist the shares of the Company
Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended. Trading of shares of the Company Common Stock on Nasdaq was suspended
after the closing of trading on October 28, 2020. The information contained in
Item 2.01 is incorporated herein by reference.
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Item 5.01. Changes in Control of Registrant.
As a result of the First Merger, a change in control of the Company occurred.
The information contained in Item 2.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the
officers and directors of the Company ceased to be officers and directors of the
Company and (ii) the directors of Acquisition Sub and the officers of PTMN, each
as of immediately prior to the Effective Time, became the directors and officers
of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
certificate of incorporation of the Company was amended and restated and the
bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time,
became the bylaws of the Company (as the surviving corporation in the First
Merger). The certificate of incorporation and bylaws of the Company (as the
surviving corporation in the First Merger), each as in effect immediately
following the Effective Time, are filed herewith as Exhibits 3.1 and 3.2,
respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Filed with this report:
2.1* Agreement and Plan of Merger, dated as of June 24, 2020, by and among
Portman Ridge Finance Corporation, Citadel Acquisition Sub Inc., Garrison
Capital Inc. and Sierra Crest Investment Management LLC. (Incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on June 25, 2020).
3.1 Amended and Restated Certificate of Incorporation of Garrison Capital
Inc.
3.2 Third Amended and Restated Bylaws of Garrison Capital Inc.
* Exhibits and schedules to this Exhibit have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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