Logan Ridge Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2025
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Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2025, Logan Ridge Finance Corporation (the “Company”) entered into a Side Letter Agreement (the “Side Letter Agreement”) with Mount Logan Management LLC, a Delaware limited liability company and the investment adviser to the Company (the “Company Adviser”). Pursuant to the terms of the Side Letter Agreement, and contingent upon the closing of the previously announced merger of the Company with and into Portman Ridge Finance Corporation, a Delaware corporation (the “Merger”), the Company Adviser will finance a pre-closing cash payment of $0.47 per share to Company shareholders of record as of May 6, 2025.
This summary is not a complete description of all of the terms and conditions of the Side Letter Agreement and is qualified in its entirety by reference to the full text of the Side Letter Agreement, which is filed as Exhibit 10.1, which is incorporated by reference into this Item 1.01.
Item 7.01. Regulation FD Disclosure.
On June 17, 2025, the Company issued a press release announcing the signing of the Side Letter Agreement. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOGAN RIDGE FINANCE CORPORATION | |||||
| By: | /s/ Brandon Satoren | ||||
| Name: | Brandon Satoren | ||||
| Title: | Chief Financial Officer | ||||
Date: June 17, 2025