OHA INVESTMENT CORPORATION (NASDAQ:OHAI) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.
Immediately prior to and in connection with the completion of the First Merger (as defined below), OHAI Investment Corporation, a Maryland corporation (the “Company”), repaid in full all outstanding amounts due in connection with, and terminated all commitments under, that certain Credit Agreement, dated as of September 9, 2016 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of November 10, 2017, and that certain Amendment No. 2 to Credit Agreement, dated as of September 7, 2018), by and among the Company, the lenders party thereto and MidCap Financial Trust, a Delaware statutory trust, as administrative agent for each of the lenders.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 18, 2019, Portman Ridge Finance Corporation, a Delaware corporation (“PTMN”), completed its previously announced acquisition of the Company, to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 31, 2019, by and among PTMN, Storm Acquisition Sub Inc., a Maryland corporation and a direct wholly owned subsidiary of PTMN (“Acquisition Sub”), the Company and Sierra Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser to PTMN (“Sierra Crest”). 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 held by subsidiaries of the Company or held, directly or indirectly, by PTMN or Acquisition Sub (the “Canceled Shares”)) was converted into the right to receive (i) an amount in cash, without interest, equal to approximately $0.42, and (ii) 0.3688 shares of common stock, par value $0.01 per share, of PTMN (plus any applicable cash in lieu of fractional shares). The Merger Agreement also provides that each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding Canceled Shares, will be entitled to receive, as additional consideration funded by Sierra Crest, an amount in cash, without interest, equal to approximately $0.15.
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 August 2, 2019, 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, the Company notified the Nasdaq Global Select Market (“Nasdaq”) on December 18, 2019 of the consummation of such transactions and requested that Nasdaq file with the U.S. Securities and Exchange Commission (the “SEC”) 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 (the “Exchange Act”). Trading of shares of the Company Common Stock on Nasdaq was suspended after the closing of trading on December 18, 2019. The information contained in Item 2.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Items 2.01 and 3.01 is incorporated herein by reference.
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.
to the Merger Agreement, as of the Effective Time, (i) each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company and (ii) the directors and officers of Acquisition Sub 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.
to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended 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 articles 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 attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 18, 2019, the Company and PTMN issued a joint press release announcing the completion of the transactions contemplated by the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Filed with this report: | |
| 2.1* | Agreement and Plan of Merger, by and among OHA Investment Corporation, Portman Ridge Finance Corporation, Storm Acquisition Sub Inc. and Sierra Crest Investment Management LLC, dated as of July 31, 2019 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 2, 2019). |
| 3.1 | Articles of Amendment |
| 3.2 | Third Amended and Restated Bylaws |
* 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.
Furnished with this report:
| 99.1 | Joint Press Release, dated December 18, 2019. |
OHA Investment Corp Exhibit
EX-3.1 2 f8k121819ex3-1_ohainvestment.htm ARTICLES OF AMENDMENT Exhibit 3.1 OHA INVESTMENT CORPORATION ARTICLES OF AMENDMENT OHA INVESTMENT CORPORATION,…
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About OHA INVESTMENT CORPORATION (NASDAQ:OHAI)
OHA Investment Corporation is a specialty finance company. The Company focuses primarily on providing direct lending solutions to middle market private companies across industry sectors. The Company’s investment portfolio includes debt securities and other investments in upstream exploration and production companies engaged in the acquisition, development and production of oil and natural gas properties in and along the Gulf Coast, in the state and federal waters of the Gulf of Mexico, and in the Permian Basin, Mid-Continent and Rocky Mountain areas. The Company is an externally managed, closed-end, non-diversified management investment company. The Company invests primarily in senior and junior secured, unsecured and subordinated loans, and to debt securities or preferred stock of the United States private and public middle market companies. The Company may also invest in equity, distressed debt and other assets. The Company’s investment advisor is Oak Hill Advisors, L.P.