Portman Ridge Finance Corporation’s Acquisition Of OHA Investment Corporation


Simpson Thacher represented Portman Ridge Finance Corporation, a publicly traded business development company (NASDAQ: PTMN) (“PTMN”), and Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P. and LibreMax Capital LLC, in connection with PTMN’s acquisition of OHA Investment Corporation, another publicly traded business development company (NASDAQ: OHAI) (“OHAI”).

OHAI stockholders received a combination of a minimum of $8 million in cash (approximately $0.40 per share) from PTMN (as may be adjusted as described below); PTMN shares valued at 100% of PTMN’s net asset value per share at the time of closing of the transaction in an aggregate number equal to OHAI’s net asset value at closing minus the $8 million PTMN cash merger consideration (as may be adjusted as described below); and an additional cash payment from Sierra Crest, the external adviser to PTMN, of $3 million in the aggregate, or approximately $0.15 per share.

If the aggregate number of shares of PTMN stock to be issued in connection with the merger would exceed 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the transaction closing, then the cash consideration payable by PTMN will be increased to the minimum extent necessary such that the aggregate number of shares of PTMN common stock to be issued in connection with the merger does not exceed such threshold. In addition to approval by OHAI’s stockholders, the closing of the merger is subject to customary conditions. The parties currently expect the transaction to be completed in the fourth calendar quarter of 2019.

The Simpson Thacher team included Rajib Chanda (Picture) and Christopher Healey (Registered Funds); Jonathan Corsico, Benjamin Bodurian and Paul Bolaji (M&A); and Jonathan Goldstein and Sophie Staples (Tax).

Involved fees earner: Benjamin Bodurian – Simpson Thacher & Bartlett; Paul Bolaji – Simpson Thacher & Bartlett; Rajib Chanda – Simpson Thacher & Bartlett; Jonathan Corsico – Simpson Thacher & Bartlett; Jonathan Goldstein – Simpson Thacher & Bartlett; Christopher Healey – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Portman Ridge Finance Corporation;