UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant~~REPORT ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of Earliest Event Reported~~15(d)~~: May~~ ~~27, 2021~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 7, 2021

Harvest Capital Credit Corporation

(Exact name of Registrant as specified in its charter)

Delaware	~~001~~814-~~35906~~00985	46-1396995
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
450 Park Avenue 5th Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

450 Park Avenue
5th Floor
New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 906-3589

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Common stock, par value of $0.001 per share	HCAP	NASDAQ Global Market
6.125% Notes due 2022	HCAPZ	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.0102. ~~Other~~Termination ~~Events.~~of Material Definitive Agreement

On December 23, 2020, Harvest Capital Credit Corporation, a Delaware corporation (“HCAP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Portman Ridge Finance Corporation, a Delaware corporation (“PTMN”), Rye 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”). The ~~Merger~~information ~~Agreement~~in ~~provides~~this ~~that,~~Current ~~subject~~Report toon ~~the conditions~~ Form 8-K set forth ~~therein,~~under ~~(i)~~Item ~~Acquisition~~2.01 ~~Sub~~is ~~will merge with and into HCAP (the “First Merger”), with HCAP continuing as the surviving~~incorporated ~~corporation~~herein ~~and~~by asreference ~~a wholly-owned subsidiary of PTMN, and (ii) immediately after the effectiveness of the First Merger, HCAP will merge with and~~ into ~~PTMN~~this ~~(the~~Item ~~“Second Merger” and, together with the First Merger, the “Mergers”), with PTMN continuing as the surviving corporation~~1.02.

InInvestment ~~February~~Advisory ~~and~~Agreement March of 2021, four purported HCAP stockholders filed complaints against HCAP, certain officers and directors of HCAP’s Board of Directors (the “HCAP Board”), and/or certain affiliates of HCAP, among others, in the Court of Chancery in the State of Delaware (“Chancery Court”), the Supreme Court of the State of New York and the United States District Court for the Eastern District of New York (collectively, the “Merger Complaints”). The complaints filed in Chancery Court were filed as putative class action complaints. The Merger Complaints allege, among other things, that the registration statement on Form N-14 first filed by PTMN with the SEC on January 27, 2021 (which includes the preliminary proxy statement of HCAP) (the “Preliminary Proxy Statement/Prospectus”) contains materially misleading and incomplete disclosures. The complaints seek, among other things, that HCAP make supplemental disclosures to address the alleged materially misleading and incomplete disclosures and to enjoin the closing of the Mergers.

On ~~March 30~~June 9, 2021, ~~and~~in ~~April~~connection ~~19,~~with ~~2021,~~the ~~PTMN~~consummation ~~filed with~~of the ~~SEC~~transactions ~~amendments~~contemplated toby the ~~Preliminary~~Merger ~~Proxy~~Agreement ~~Statement/Prospectus~~(as defined below), the Investment Advisory and onManagement ~~April~~Agreement, 21dated as of April 29, ~~2021~~2013, ~~HCAP~~by ~~filed~~and ~~the~~between ~~definitive~~Harvest ~~merger~~Capital ~~proxy~~Credit ~~statement~~ Corporation (the “~~Proxy~~Company”) ~~Statement~~and HCAP Advisors LLC (the “Adviser”) was terminated.

~~HCAP~~Administration ~~and~~Agreement the individual defendants believe that HCAP has previously disclosed all information required to be disclosed to ensure that its stockholders can make an informed vote at the Special Meeting (as defined below) and that the additional disclosures requested by the plaintiffs are not required by the federal securities laws or Delaware law, and are otherwise immaterial. Accordingly, HCAP and the individual defendants believe the claims asserted in the Merger Complaints are without merit. However, in order to reduce the costs, risks and uncertainties inherent in litigation, HCAP has determined voluntarily to supplement the Proxy Statement as described in this Current Report on Form 8-K (the “Report”). Nothing in this Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, HCAP and the HCAP Board specifically deny all allegations in the Merger Complaints that any additional disclosure was or is required.

ONOn ~~THE~~June 9, ~~UNANIMOUS~~2021, ~~RECOMMENDATION~~in OFconnection Awith ~~SPECIAL~~the ~~COMMITTEE~~consummation OFof ~~THE~~the ~~HCAP~~transactions ~~BOARD~~contemplated ~~COMPRISED~~by ~~SOLELY~~the OFMerger ~~THE INDEPENDENT DIRECTORS OF THE HCAP BOARD~~Agreement, ~~THE HCAP~~the ~~BOARD~~Administration ~~APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY~~Agreement, ~~INCLUDING~~dated ~~THE~~as ~~MERGERS,~~of ~~AND RECOMMENDS THAT HCAP STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL AND~~April 29, ~~IF NECESSARY OR APPROPRIATE~~2018, ~~“FOR”~~by ~~THE~~and ~~HCAP~~the ~~ADJOURNMENT~~Company ~~PROPOSAL,~~and ~~EACH~~the ~~AS DESCRIBED~~Adviser INwas ~~THE PROXY STATEMENT~~terminated.

~~These~~Loan ~~supplemental~~and ~~disclosures~~Security ~~will~~Agreement not affect the merger consideration to be issued by PTMN in connection with the Mergers or the timing of HCAP’s Special Meeting of Stockholders scheduled for June 7, 2021 at 11:00 a.m., Eastern Time, which will be held at the following website: www.virtualshareholdermeeting.com/HCAP2021SM (the “Special Meeting”).

IfImmediately prior ~~you~~to ~~are~~and anin ~~HCAP~~connection ~~stockholder,~~with ~~you~~the ~~can~~completion ~~contact HCAP~~of the First Merger (as defined below), with ~~any~~all ~~questions~~outstanding ~~regarding~~amounts ~~the~~due ~~Special~~in ~~Meeting~~connection bywith ~~calling~~the ~~HCAP~~Company’s ~~collect~~Loan atand ~~(212)~~Security ~~906-3589~~Agreement, by ~~sending~~dated anas ~~email~~of toOctober ~~HCAP~~29, ~~at balvarez@harvestcaps.com~~2013 (as amended, orrestated byand modified ~~writing~~from time to ~~HCAP~~time, ~~at 450 Park Avenue~~the “Loan and Security Agreement”), ~~5th~~ ~~Floor~~with Pacific Western Bank, ~~New~~ ~~York~~as agent and a lender, ~~NY 10022~~and each of the lenders from time to time party thereto, ~~Attention:~~having ~~Corporate~~been ~~Secretary~~repaid in full, orthe byCompany ~~visiting~~terminated ~~HCAP’s~~all ~~website~~commitments under ~~at www~~the Loan and Security Agreement.~~harvestcapitalcredit.com.~~

1Item 2.01. Completion of Acquisition or Disposition of Assets.

~~Supplemental~~On ~~Disclosures~~June 9, 2021, the Company completed its previously announced merger with Portman Ridge Finance Corporation, a Delaware corporation (“PTMN”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 23, 2020, by and among the Company, PTMN, Rye 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” and, together with the First Merger, the “Mergers”). As a result of, and as of the effective time of, the Second Merger, the Company’s separate corporate existence ceased.

~~The~~In ~~following~~accordance ~~disclosures~~with ~~supplement~~ the ~~disclosures contained~~terms inof the ~~Proxy~~Merger ~~Statement~~Agreement, ~~and~~at ~~should~~the beeffective ~~read~~time inof ~~conjunction~~the First ~~with~~Merger (the ~~disclosures~~“Effective ~~contained~~Time”), inholders of shares of the ~~Proxy~~Company’s ~~Statement~~common stock, ~~which~~par ~~should be~~value ~~read~~$0.001 inper ~~its~~share ~~entirety.~~(the To“HCAP Common Stock”), issued and outstanding immediately prior to the ~~extent~~Effective ~~that~~Time (other than shares held by a subsidiary of the ~~information~~Company ~~set~~or ~~forth~~held, ~~herein~~directly ~~differs~~or ~~from~~indirectly, by PTMN or ~~updates~~Acquisition ~~information~~Sub ~~contained~~and inall ~~the~~treasury ~~Proxy Statement~~shares (collectively, ~~the~~“Cancelled ~~information~~Shares”)) ~~set~~had ~~forth~~their ~~herein~~shares ~~shall~~of ~~supersede~~HCAP orCommon ~~supplement~~Stock converted to the ~~information~~right to receive, in the aggregate, ~~Proxy~~(1) ~~Statement~~$18,537,512.65 ~~All~~in ~~page~~cash ~~references are~~payable toby ~~pages~~PTMN in (the ~~Proxy~~“PTMN ~~Statement~~Cash Consideration”), ~~and~~(2) 15,252,453 ~~terms~~validly ~~used below~~issued, ~~unless~~fully ~~otherwise~~paid ~~defined~~and innon-assessable ~~this~~shares ~~Report,~~of ~~have~~PTMN’s ~~the~~common ~~meanings~~stock, ~~set~~par ~~forth~~value $0.01 inper share (the ~~Proxy~~ ~~Statement.~~“PTMN ~~For~~Stock ~~clarity~~Consideration” and, ~~new~~together ~~text~~with ~~within~~the ~~restated~~PTMN ~~disclosure~~Cash ~~from~~Consideration, the ~~Proxy~~“PTMN ~~Statement~~Consideration”) isand ~~presented~~(3) $2.15 million in ~~bold~~cash ~~text~~payable by Sierra Crest.

~~The~~With ~~following~~respect ~~disclosure~~to the PTMN Consideration, record holders of shares of HCAP Common Stock were entitled, with respect to all or any portion of the isshares ~~added~~of HCAP Common Stock held as aof ~~new~~the ~~paragraph~~Effective ~~immediately~~Time, ~~following~~to make an election to receive payment for their shares of HCAP Common Stock in cash (an “Election”), subject to the ~~last~~conditions ~~paragraph~~of onand ~~page~~certain 53adjustment mechanisms set forth in the Merger Agreement. Any record holder of shares of HCAP Common Stock who did not validly make an Election was deemed to have elected to receive shares of the ~~Proxy~~PTMN’s ~~Statement~~common ~~under~~stock with respect to the ~~heading~~PTMN ~~“Background~~Consideration as payment for their shares of ~~the~~HCAP ~~Mergers”:~~ Common Stock. Each share of HCAP Common Stock (other than a Cancelled Share) with respect to which an Election was made was treated

~~The~~2 members of HCAP’s management who attended all or a portion of the virtual meetings of the HCAP Special Committee on October 15, 2020, October 26, 2020, November 5, 2020, November 13, 2020, November 20, 2020, December 3, 2020, December 7, 2020, December 21, 2020, and December 22, 2020, at the invitation of the HCAP Special Committee, included Messrs. Jolson and Buckanavage.

~~The~~ as ~~following~~an ~~disclosure appears~~“Electing onShare” ~~page~~and 39each share of ~~the~~HCAP ~~Proxy~~Common ~~Statement~~Stock ~~under~~(other ~~the~~than ~~heading~~a ~~“Background~~Cancelled ofShare) with respect to which an Election was not made or that was transferred after the ~~Mergers”~~election deadline ~~and~~on isJune 2, ~~supplemented~~2021 was treated as ~~follows:~~ a “Non-Electing Share.”

~~The~~Pursuant to the ~~form~~conditions of ~~confidentiality~~and ~~agreement~~adjustment ~~included~~mechanisms ~~customary~~in ~~“standstill”~~the ~~and~~Merger ~~related~~Agreement, ~~provisions~~475,806 ~~(including~~Electing ~~the~~Shares ~~“don’t ask/don’t~~were ~~waive”~~converted ~~provisions)~~to ~~designed~~Non-Electing toShares ~~protect~~for ~~the~~purposes ~~strategic~~of ~~alternatives~~calculating ~~review~~the ~~process~~total ~~and~~mix ~~increase~~of ~~the~~consideration ~~likelihood~~to ~~that each~~be ~~participant~~paid ~~would~~to ~~put~~each Electing ~~forth~~Share ~~its~~in ~~best~~order ~~offer~~to ~~through~~ensure that the ~~bid~~value ~~solicitation~~of ~~process~~the ~~and~~aggregate ~~not~~PTMN ~~through~~Cash ~~other~~Consideration ~~avenues,~~paid ~~along~~to ~~with~~holders aof ~~provision that~~the ~~would~~Electing ~~allow~~Shares ~~bidders~~equaled ~~confidentially~~the toaggregate ~~request~~cash aconsideration ~~waiver~~that of the ~~standstill~~Company ~~provisions~~received ~~once~~from aPTMN ~~strategic~~under ~~transaction~~the ~~had~~terms ~~been~~of ~~publicly announced,~~the ~~which~~Merger ~~would~~Agreement. Applying ~~allow~~such ~~the~~adjustment ~~HCAP~~among ~~Board~~all tostockholders ~~receive~~who ~~and~~hold ~~consider~~Electing ~~competing~~Shares, ~~proposals.~~pro ~~None~~rata ofbased on the ~~confidentiality~~aggregate ~~agreements~~number ~~that HCAP~~of ~~ultimately~~Electing ~~entered~~Shares ~~into~~held inby ~~connection~~each ~~with~~such ~~the~~stockholder, ~~Initial~~each ~~Strategic~~Electing ~~Evaluation~~Share ~~Process~~was orconverted into the ~~Formal~~right ~~Strategic~~to ~~Evaluation~~receive ~~Process~~$7.43 ~~prevented any~~in ~~bidder,~~cash ~~after~~and ~~the~~0.74 shares ~~public announcement~~ of ~~HCAP~~PTMN’s ~~entry~~common ~~into~~stock ~~the~~(with ~~Merger~~cash ~~Agreement,~~payable ~~from~~in ~~seeking~~lieu aof ~~waiver~~fractional ~~from~~shares). ~~HCAP~~Each onNon-Electing aShare ~~confidential basis~~was toconverted ~~make~~into athe ~~proposal~~right to ~~HCAP~~receive ~~for~~3.86 anshares ~~alternative~~of ~~transaction~~PTMN’s common stock.

The ~~following~~foregoing ~~disclosure appears~~description onof ~~page~~the 70Mergers ofand the ~~Proxy~~Merger ~~Statement~~Agreement ~~under~~is ~~heading~~a ~~“The~~summary ~~Mergers—Certain~~only ~~Prospective~~and ~~Financial~~is ~~Information~~qualified ~~Provided~~in its entirety by reference to the full ~~HCAP”~~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 December 28, 2020, and is ~~supplemented~~incorporated asherein ~~follows:~~by reference.

~~HCAP~~Item ~~provided the HCAP Special Committee and KBW with certain prospective financial information indicating, among other things, that projected dividends of HCAP were zero~~3. In01. ~~connection~~Notice ~~with the projection~~ of noDelisting ~~future~~or ~~dividends,~~Failure ~~HCAP~~to ~~provided~~Satisfy ~~the~~a ~~HCAP~~Continued ~~Special~~Listing ~~Committee~~Rule; ~~and~~Transfer ~~KBW with the following additional information, which was relied on by KBW in performing its discounted cash flow analysis~~ of ~~HCAP in connection with its opinion, as described below in section entitled “—Opinion of the Financial Advisor to the HCAP Special Committee~~Listing.”

●In ~~Projected~~connection ~~net~~with ~~investment~~the ~~income~~closing of $1the transactions contemplated by the Merger Agreement, on June 9, 2021, the Company notified the Nasdaq Global Market (“Nasdaq”) of the consummation of Mergers and requested that Nasdaq file with the U.2S. ~~million~~Securities ~~for~~and Exchange Commission (the ~~second~~“SEC”) a Form 25 Notification of Removal from Listing and/or Registration on June 9, 2021 to ~~fourth~~effect ~~quarters~~the delisting of HCAP’s ~~2021~~Common ~~fiscal~~Stock ~~year~~from Nasdaq and athe ~~projected~~deregistration ~~net~~of ~~investment~~HCAP ~~loss~~Common Stock under Section 12(b) of $1the Securities Exchange Act of 1934, as amended (the “Exchange Act”).4 ~~million~~The ~~for~~Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of HCAP Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s ~~2022~~reporting ~~fiscal~~obligations ~~year~~under Sections 13 and 15(d) of the Exchange Act. The information contained in Item 2.01 is incorporated herein by reference.

●Item ~~Projected HCAP net assets of $61~~3.903. ~~million~~Material asModification ofto ~~December~~Rights ~~31, 2021 and $60.5 million as~~ of ~~December~~Security ~~31, 2022~~Holders.

The information in this Current Report on Form 8-K set forth under Items 2.01 and 3.01 is incorporated herein by reference into this Item 3.03.

~~The~~On ~~following~~June 9, ~~disclosure appears~~2021, onPTMN ~~page~~entered 69into ofa third supplemental indenture (the ~~Proxy~~“Third ~~Statement~~Supplemental ~~under~~Indenture”) ~~the~~by ~~heading~~and between PTMN and U.S. Bank National Association, as trustee (the “~~The~~Trustee”), ~~Mergers—Opinion~~effective as of the ~~Financial~~closing ~~Advisor~~of to the ~~HCAP~~Mergers. The Third Supplemental Indenture relates ~~Special~~to ~~Committee—Liquidation~~PTMN’s ~~Analysis~~assumption of ~~HCAP”~~$28.75 million ~~and~~in isaggregate ~~supplemented~~principal asamount ~~follows:~~of the Company’s 6.125% Notes due September 15, 2022 (the “Notes”).

~~KBW~~Pursuant ~~reviewed a~~to ~~liquidation~~the ~~analysis~~Third ofSupplemental ~~HCAP~~Indenture, ~~that~~PTMN ~~was~~expressly ~~provided~~assumed bythe ~~HCAP management.~~due ~~The~~and ~~liquidation~~punctual ~~analysis~~payment ~~was~~of ~~based~~the onprincipal ~~projections~~ of ~~net~~(and ~~proceeds~~premium, if any) ~~that~~and ~~could~~interest, beif ~~generated~~any, inon ~~a hypothetical~~the ~~liquidation~~Notes and ~~wind-down~~ the performance of ~~HCAP~~the Company’s covenants under the base indenture, dated as of January ~~that~~27, ~~were~~2015 ~~prepared~~(the “Base Indenture”), by ~~HCAP~~and ~~management. The~~between ~~liquidation analysis~~the ~~indicated~~Company anand ~~estimated~~the ~~liquidation~~Trustee, ~~value~~as ~~per~~supplemented ~~share~~by the ofsecond ~~HCAP~~supplemental ~~Common~~indenture, ~~Stock~~dated as of ~~approximately~~August 24, ~~$6.23~~2017 (the “Second Supplemental Indenture”), ~~which was~~by ~~below~~and between the ~~implied transaction~~Company and the Trustee. The Notes may be redeemed by PTMN at any time at par value ~~for~~plus ~~the~~accrued ~~proposed~~and ~~transaction~~unpaid interest. No change of ~~$7.71~~control ~~per~~offer ~~outstanding~~was ~~share~~required to be made in respect of ~~HCAP~~the ~~Common~~Notes ~~Stock~~in connection with the consummation of the Mergers.

The ~~results~~ foregoing description of athe ~~liquidation~~Notes does ~~analysis~~not ~~are~~purport ~~highly~~to ~~dependent~~be oncomplete ~~the~~and ~~assumptions~~is ~~that~~qualified ~~must~~in beits ~~made,~~entirety ~~including~~by ~~projected~~reference ~~net~~to ~~proceeds~~the ~~from~~form ~~asset~~of Base ~~sales~~Indenture, ~~and~~ the ~~costs~~Second ~~and~~Supplemental ~~expenses~~Indenture, ~~associated~~providing ~~with~~for ~~winding~~the ~~down~~issuance ~~HCAP’s~~of ~~business~~the Notes, and ~~operations.~~the ~~The~~Third ~~analysis~~Supplemental ~~did~~Indenture, ~~not~~relating ~~purport~~ to ~~be indicative~~PTMN’s assumption of the ~~actual~~Notes, ~~values~~copies orof ~~expected~~which, ~~values~~including inthe aform ~~liquidation~~of ~~and~~Notes ~~wind~~related ~~down~~thereto, ofare incorporated ~~HCAP.~~by ~~KBW~~reference ~~assumed~~as noExhibits ~~responsibility~~4.1 ~~for~~through ~~the~~4.3 ~~analysis or~~to ~~the~~this ~~assumptions~~Current orReport ~~bases~~on ~~therefor~~Form 8-K, respectively, and ~~did~~are ~~not~~incorporated ~~independently~~herein ~~verify~~by ~~the accuracy or completeness thereof~~reference.

~~The~~3 following disclosure appears on page 70 of the Proxy Statement under the heading “The Mergers—Opinion of the Financial Advisor to the HCAP Special Committee—Miscellaneous” and is supplemented as follows:

InItem ~~addition,~~5.01. asChanges ~~of the~~in ~~date~~Control of its opinion, an affiliate of KBW was engaged by PTMN to act as its agent to repurchase shares of PTMN Common Stock pursuant to a Rule 10b5-1 stock trading plan, and during the two years preceding the date of KBW’s opinion, received fees totaling less than $15,000 in connection with such engagementRegistrant.

~~The~~As ~~following~~a ~~disclosure appears~~result onof ~~page~~the 70First Merger, a change in control of the ~~Proxy~~Company ~~Statement~~occurred, ~~under~~and the ~~heading~~Company ~~“The~~became ~~Mergers—Opinion~~a ofwholly ~~the~~owned ~~Financial~~subsidiary ~~Advisor~~of toPTMN. ~~the HCAP~~The ~~Special~~information ~~Committee—Miscellaneous”~~contained ~~and~~in Item 2.01 is ~~supplemented~~incorporated asherein ~~follows:~~ by reference.

~~As HCAP’s special~~Item ~~committee~~5.02. ~~was~~Departure ~~previously~~of ~~informed~~Directors byor ~~KBW~~Certain inOfficers; ~~advance~~Election of ~~the~~Directors; ~~delivery~~Appointment of ~~KBW’s~~Certain ~~opinion,~~Officers; aCompensatory ~~senior~~Arrangements ~~member~~ of ~~the KBW~~Certain ~~advisory team providing services to HCAP in connection with the proposed Mergers owns a nominal amount of shares of PTMN Common Stock, valued at less than $10,000~~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 officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.

~~Forward-Looking~~Item ~~Statements~~5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

~~This~~Pursuant ~~communication~~to ~~contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding~~ the ~~completion~~terms of the ~~transaction between~~Merger ~~Harvest Capital Credit Corporation (“HCAP”) and Portman Ridge Finance Corporation (“PTMN”). The use of words such as “anticipates~~Agreement,” ~~“believes,”~~at ~~“intends,”~~the ~~“plans,”~~Effective ~~“expects~~Time,” ~~“projects,” “estimates,”~~the ~~“will,”~~certificate ~~“should,” “may” and similar expressions identify any such forward-looking statements. These forward-looking statements are not guarantees~~ of ~~future~~incorporation performance and are subject to various risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the ~~transaction~~Company ~~closing,~~was ~~(ii)~~amended ~~the expected synergies~~ and ~~savings associated with the transaction,~~restated ~~(iii)~~and the ~~expected~~bylaws ~~elimination~~ of ~~certain~~Acquisition ~~expenses and costs due to the transaction~~Sub, ~~(iv)~~as ~~the percentage of HCAP stockholders voting~~ in ~~favor~~ ofeffect ~~the~~immediately ~~transaction,~~prior ~~(v)~~to the ~~possibility~~Effective ~~that competing offers or acquisition proposals for HCAP will be made~~Time, ~~(vi)~~became the ~~possibility that~~bylaws ~~any or all~~ of the ~~various~~Company ~~conditions to the consummation of the merger may not be satisfied or waived, including the failure to obtain HCAP stockholder approval,~~ (~~vii)~~as ~~risks related to diverting~~ the ~~respective~~surviving ~~management’s~~corporation ~~attention from HCAP’s and PTMN’s ongoing business operations, (viii) the risk that stockholder litigation~~ in ~~connection with~~ the ~~transactions~~First ~~contemplated~~Merger). byThe ~~the~~certificate ~~merger agreement may result in significant costs~~ of ~~defense~~incorporation and ~~liability,~~bylaws ~~(ix) the future operating results~~ of ~~HCAP’s or PTMN’s portfolio companies or of~~ the ~~combined~~Company ~~company,~~ (x)as ~~regulatory factors, (xi) changes in regional or national economic conditions, including but not limited to~~ the ~~impact of the COVID-19 pandemic, and their impact on the industries in which HCAP and PTMN invest, and (xii) other~~ ~~changes~~surviving incorporation ~~the conditions of the industries~~ in ~~which HCAP and PTMN invest and other factors enumerated in HCAP’s and PTMN’s respective filings with~~ the ~~U.S.~~First ~~Securities and Exchange Commission (the “SEC”~~Merger), ~~including PTMN’s~~each ~~registration statement on Form N-14,~~ as ~~amended,~~in ~~which~~effect ~~includes~~immediately afollowing ~~proxy statement/prospectus (as amended,~~ the ~~“Registration Statement”),~~Effective ~~which was declared effective by the SEC on April 20~~Time, ~~2021,~~are ~~PTMN’s~~attached ~~prospectus,~~hereto which was filed by PTMN with the SEC on April 20, 2021 (the “Prospectus”), and HCAP’s definitive proxy statement, which was filed by HCAP with the SEC on April 21, 2021 (the “Proxy Statement” and, together with the Prospectus, the “Proxy Statement/Prospectus”). You should not place undue reliance on such forward-looking statements, which speak only as ofExhibits ~~the date of this communication~~3.1 ~~PTMN~~ and ~~HCAP~~ ~~undertake no obligation to update any forward-looking statements made herein, unless required by law~~3. ~~You should~~2, ~~therefore~~respectively, ~~not rely on these forward-looking statements as representing the views of HCAP or PTMN as of any date subsequent to the date of this communication. You should read this communication~~ and ~~the~~are ~~documents~~incorporated ~~referenced~~herein ~~in this communication completely and with the understanding that actual future events and results may be materially different from expectations. PTMN and HCAP qualify all forward-looking statements~~ by ~~these cautionary statements~~reference.

3Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Additional~~On ~~Information~~June 7, 2021, the Company held a special meeting of stockholders (the “Special Meeting”), where the Company’s stockholders approved the Merger Agreement and ~~Where~~the transactions contemplated thereby. The issued and outstanding shares of HCAP Common Stock entitled to ~~Find~~vote Itat the Special Meeting consisted of 5,968,296 shares outstanding on the record date, April 16, 2021. The final voting results from the Special Meeting were as follows:

In connection with the proposed transaction, including seeking to obtain HCAP stockholder approval in connection therewith, PTMN and HCAP have filed certain materials with the SEC, including, among other materials, the Registration Statement and the Proxy Statement/Prospectus. The Registration Statement was declared effective by the SEC on April 20, 2021, and the Proxy Statement/Prospectus was first mailed to HCAP’s stockholders on or around April 22, 2021 to seek approval of the proposed transaction. The Registration Statement and the Proxy Statement/Prospectus each contain important information about HCAP, PTMN, the proposed transaction and related matters. This communication is not a substitute for the Proxy Statement/Prospectus or the Registration Statement to which it pertains or for any other document that HCAP or PTMN may file with the SEC and send to HCAP’s stockholders in connection with the proposed transaction. This communication is for informational purposes only and 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. STOCKHOLDERS OF HCAP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN/WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAP, PTMN, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders are 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 HCAP, from HCAP’s website at http://www.harvestcapitalcredit.com and for documents filed by PTMN, from PTMN’s website at www.portmanridge.com.


For	Against	Abstain
3,470,510	51,807	81,713

~~Participants~~Because inthere because the Company received the votes necessary to approve the Merger Agreement and the ~~Solicitation~~transactions contemplated thereby at the Special Meeting, no vote on the adjournment of the Special Meeting was necessary.

~~HCAP,~~Item its directors, certain of its executive officers and certain employees and officers of HCAP Advisors, LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction9. ~~Information about the directors and executive officers of HCAP is set forth in the Proxy Statement/Prospectus~~01. ~~PTMN,~~Financial ~~its~~Statements ~~directors, certain of its executive officers~~ and ~~certain employees and officers of Sierra Crest Investment Management LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction~~Exhibits. Information about the directors and executive officers of PTMN is set forth in the Proxy Statement/Prospectus. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction can also be found in the Registration Statement and the Proxy Statement/Prospectus. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation


2.1*		Agreement and Plan of Merger, dated as of December 23, 2020, by and among Portman Ridge Finance Corporation, Rye Acquisition Sub Inc., Harvest Capital Credit Corporation 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 December 28, 2020)

3.1		Amended and Restated Certificate of Incorporation of Harvest Capital Credit Corporation

3.2		Amended and Restated Bylaws of Harvest Capital Credit Corporation

4.1		Form of Base Indenture between Harvest Capital Credit Corporation and U.S. Bank National Association (incorporated by reference to Exhibit (d)(2) to Pre-Effective Amendment No. 1 to Harvest Capital Credit Corporation’s Registration Statement on Form N-2, File No. 333-198362, filed on November 7, 2014)

4.2		Second Supplemental Indenture between Harvest Capital Credit Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 filed with Harvest Capital Credit Corporation’s Form 8-A filed on August 24, 2017)

4.3		Third Supplemental Indenture by and between Portman Ridge Finance Corporation and U.S. National Bank Association, as trustee (incorporated by reference to Exhibit 4.4 filed with Portman Ridge Finance Corporation’s Form 8-A on June 9, 2021)

~~This~~* ~~communication~~Exhibits ~~is not,~~ and ~~under~~schedules ~~no circumstances is it~~ to bethis ~~construed~~Exhibit ~~as,~~have abeen ~~prospectus~~omitted orin anaccordance ~~advertisement~~with ~~and~~Item ~~the~~601(b)(2) ~~communication~~ of ~~this~~Regulation ~~communication is~~S-K. ~~not,~~The ~~and~~registrant ~~under~~agrees ~~no circumstances is it~~ to befurnish ~~construed~~supplementally ~~as, an offer to sell or~~ a ~~solicitation~~copy of anall ~~offer~~omitted toexhibits ~~purchase~~and ~~any~~schedules ~~securities in~~to ~~PTMN,~~the ~~HCAP~~SEC orupon inits ~~any fund or other investment vehicle~~request.

4SIGNATURE

~~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.

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.

~~Harvest~~5 ~~Capital Credit Corporation~~

Date:	May 27, 2021	By:	/s/ William E. Alvarez, Jr.
		Name:	William E. Alvarez, Jr.
		Title:	Chief Financial Officer, Chief Compliance Officer & Secretary

Portman Ridge Finance Corporation, as successor by merger to Harvest Capital Credit Corporation

Date: June 9, 2021

/s/ Jason Roos

Jason Roos

Chief Financial Officer

Filing Compare · Harvest Capital Credit Corp