| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 23, 2024, Great Lakes Portman Ridge Funding LLC (“SPV”), a wholly-owned subsidiary of Portman Ridge Finance Corporation (the “Company”), entered into a second amendment (“Second Amendment”) to its senior secured revolving credit facility (“Credit Facility”) dated December 18, 2019 (as amended by the first amendment, dated as of April 29, 2022 and as further amended, modified, supplemented or restated from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S. Bank National Association serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.
The Second Amendment, among other things, (i) provided for a committed increase to the aggregate principal amount of the Credit Facility in an amount not to exceed $85,000,000, subject to the satisfaction of certain conditions, (ii) provided for a committed
seven-day
bridge advance in an aggregate principal amount of $18,250,000, subject to the satisfaction of certain conditions, (iii) reduced the applicable margin on the Credit Facility to 2.50% per annum, (iv) extended the period in which the Company may request advances under the Credit Facility to August 29, 2026, (v) extended the stated maturity of the Credit Facility to August 29, 2027, (vi) extended the
non-call
period under the Credit Facility to April 29, 2025, and (vii) provided for certain fees to be paid to the administrative agent and the lenders in connection therewith.
The description above is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to a copy of the Revolving Credit Facility conformed through the Second Amendment, which is filed as Exhibit 10.1 to this current report on Form
8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On July 29, 2024, the Company issued a press release announcing the closing of the Second Amendment. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 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, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933,
as
amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| Exhibit Number | | Description |
| |
| 10.1 | | Loan and Security Agreement Conformed Through the Second Amendment dated as of July 23, 2024 among Great Lakes Portman Ridge Funding LLC, The Lenders Party Hereto, The Collateral Administrator, Collateral Agent ad Securities Intermediary Party Hereto, JPMorgan Chase Bank, National Association, as Administrative Agent and Portman Ridge Finance Corporation, as Portfolio Manager. |
| |
| 99.1 | | Press Release, dated July 29, 2024 |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
