425 1 ea132236-425_harvestcapital.htm FORM 425

Filed by Harvest Capital Credit Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: Harvest Capital Credit Corporation

Commission File No. 814-00985

 

Investor Presentation December 24, 2020 Harvest Capital Credit Corp. to Merge Into Portman Ridge

 

 

2 Important Information Forward - Looking Statements This Presentation may contain forward - looking statements that involve substantial risks and uncertainties, including statements regarding the completion of the transaction between Harvest Capital Credit Corporation (“HCAP”) and Portman Ridge Finance Corporation (“Portman Ridge” or “PTMN”) . The use of words such as "anticipates," "believes," "intends," "plans," "expects," "projects," "estimates," "will," "should," "may" and similar expressions to identify forward - looking statements . These forward - looking statements 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 closing, (ii) the expected synergies and savings associated with the transaction, (iii) the expected elimination of certain expenses and costs due to the transaction, (iv) the percentage of HCAP stockholders voting in favor of the transaction, (v) the possibility that competing offers or acquisition proposals for HCAP will be made ; (vi) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived ; (vii) risks related to diverting the respective management’s attention from HCAP’s and PTMN’s ongoing business operations, (viii) the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense and liability, (ix) the future operating results of our portfolio companies or the combined company, (x) 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 we invest, and (xii) other changes in the conditions of the industries in which we invest and other factors enumerated in our filings with the SEC . You should not place undue reliance on such forward - looking statements, which speak only as of the date of this Presentation . PTMN and HCAP undertake no obligation to update any forward - looking statements made herein, unless required by law . You should, therefore, not rely on these forward - looking statements as representing our views as of any date subsequent to the date of this Presentation . You should read this communication and the documents referenced in this communication completely and with the understanding that actual future results may be materially different from expectations . PTMN and HCAP qualify all forward - looking statements by these cautionary statements . Additional Information and Where to Find It In connection with the proposed transaction, HCAP plans to file with the SEC and mail to HCAP’s stockholders a proxy statement/prospectus on Schedule 14 A (the “ Proxy Statement/Prospectus ”), and PTMN plans to file with the SEC a registration statement on Form N - 14 (the “ Registration Statement ”, which will include the Proxy Statement/Prospectus therein) . The Proxy Statement/Prospectus and the Registration Statement will each contain important information about HCAP, PTMN, the proposed transaction and related matters . This communication 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 . STOCKHOLDERS OF HCAP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAP, PTMN, THE PROPOSED TRANSACTION AND RELATED MATTERS . Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http : //www . sec . gov or, for documents filed by HCAP, from HCAP’ website at http : //www . harvestcapitalcredit . com and for document files by PTMN, from PTMN’s website at www . portmanridge . com . Participants in the Solicitation HCAP, its directors, certain of its executive officers and certain employees and officers of Harvest Advisors, LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction . Information about the directors and executive officers of HCAP is set forth in its proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 21 , 2020 . PTMN, its 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 . Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 29 , 2020 . Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the HCAP stockholders in connection with the proposed transaction will be contained in the Proxy Statement/Prospectus when such document becomes available . This document may be obtained free of charge from the sources indicated above . No Offer or Solicitation This Presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in PTMN, HCAP or in any fund or other investment vehicle . Other Important Information All information and statements are stated as of [December 23 ], 2020 unless, in each case, otherwise indicated . Under no circumstances should a recipient of this Presentation assume that such information has been compiled as of any time subsequent to such date . Certain information contained in this Presentation may have been obtained from published sources prepared by other parties . Such information is believed to be reliable but has not been independently verified or audited . None of Sierra Crest, any of the other BC Partners entities, any of their associates or any of their respective directors, officers, employees, partners, members, agents, professional advisers, representatives or consultants (the “BC Partners Parties”) and none of HCAP, HCAP Advisors, LLC (“HCAP Advisors”), any of their associates or any of their respective directors, officers, employees, partners, members, agents, professional advisers, representatives or consultants (the “Harvest Parties”) : (i) makes any representation, warranty or guarantee, express or implied, as to the fairness, accuracy, completeness, reliability, reasonableness or currency of the information contained in this Presentation ; or (ii) undertakes to provide any additional information or updates, or to correct any information or statements (including, but not limited to, forward looking statements), in this Presentation which it becomes aware were incorrect or incomplete at the date of this Presentation, or which subsequently become incorrect or incomplete, due to any subsequent event or as a result of new information, future developments or otherwise . No representative of Sierra Crest, BC Partners, or HCAP or HCAP Advisors has authority to represent otherwise . To the maximum extent permitted by law, none of the BC Partners Parties or Harvest Parties will be responsible or liable whatsoever with respect to any use or reliance by any person upon any of the information contained in this Presentation (other than with respect to fraud on the part of such BC Partners Party or Harvest Party) . For the purposes of this Presentation, references to “BC Partners” mean BC Partners LLP ; provided that, where the context requires, such term shall also include reference to the parent company of the BC Partners group, BC Partners Holdings Ltd and that company’s subsidiaries . Any statement referring to management or investment activity conducted by BC Partners is a reference to the actions of the manager of each of BC Partners’ funds acting upon the advice of BC Partners and is not a reference to BC Partners LLP or to any other entity which provides advice to such managers and, in particular, in relation to any fund, is a reference to the actions of Sierra Crest, acting upon the advice of BC Partners . BC Partners LLP is authorized and regulated by the United Kingdom Financial Conduct Authority . Sierra Crest is registered as an investment adviser in the United States of America with the SEC . Investors and security holders should not construe the contents of this Presentation as legal, tax, accounting, investment or other advice . Each investor should make its own inquires and consult its advisors as to PTMN and HCAP and as to legal, tax, financial, and other relevant matters .

 

 

3 Transaction Overview ▪ Harvest Capital Credit Corporation (NASDAQ: HCAP) and Portman Ridge Finance Corporation (Nasdaq: PTMN) (the “Company” or “PTM N”) announced today that they have entered into a definitive agreement under which HCAP will merge with and into PTMN, a business development com pan y managed by Sierra Crest Investment Management LLC (“Sierra Crest”), an affiliate of BC Partners Advisors L.P. (“BC Partners”). ▪ Under the contemplated structure, the transaction will be done on a NAV - for - NAV basis. – Portman Ridge will deliver to HCAP stockholders aggregate consideration equal to HCAP’s net asset value at closing consisting of (i) newly issued PTMN shares valued at 100% of PTMN’s NAV per share and (ii) if the number of PTMN shares required to be issued would exceed 19.9% of PTMN’s pre - transaction shares, cash in an amount of such excess (estimated to be $16.9mm of cash based on each company’s most recent NAV ) (1) . – Additionally, Sierra Crest has agreed to pay $2.15mm of cash directly to HCAP stockholders. – Based on PTMN’s closing stock price on December 22, 2020, HCAP stockholders are expected to receive aggregate consideration o f $ 7.71 per share, which represents a 30% premium to HCAP’s closing stock price of $5.91 on December 22, 2020. – HCAP stockholders are expected to receive approximately 104% of HCAP’s net asset value per share based on the September 30, 2 020 net asset values per share of HCAP’s and PTMN’s stock and the aggregate cash consideration. (1) ▪ PTMN and HCAP stockholders are expected to benefit from the added scale and resources of a large asset management firm: – Access to enhanced sourcing capabilities; – Ability to speak for larger deals; – Ability to leverage the industry expertise and other resources of a large firm; and – A larger, more liquid stock. ▪ As outlined in the appendix, BCP Credit has an experienced management team and track record, extensive sourcing platform, and di fferentiated middle - market lending strategy. ▪ BCP Credit intends to transition the combined asset base into a diversified portfolio of high - quality directly originated senior secured debt investments, with the goal of delivering strong and sustainable risk - adjusted returns to stockholders. – Post - closing, PTMN expects to target a long - term leverage range of 1.25x – 1.40x through repayment of investments originated by HCAP and the proactive sale of certain assets. ▪ The proposed merger is expected to close in Q2 2021, subject to approval by HCAP stockholders and other customary closing con dit ions. 1 For purposes of this analysis, September 30, 2020 NAVs for HCAP and PTMN (adjusted for PTMN’s recent merger with Garrison Cap ital Inc.) are being used, adjusted for estimated transaction expenses of $0.42 per share and $0.02 per share, respectively.

 

 

4 Key Transaction Highlights Management Agreement Payment to Stockholders Ongoing Equity Investment by Manager ▪ Sierra Crest will continue to be the investment manager of the combined company through its existing investment advisory agreement. ▪ HCAP stockholders will receive a direct cash payment from Sierra Crest. – The cash payment will be $2.15 million, or $0.36 per share, of HCAP common stock. ▪ Including the estimated $16.9million of cash for NAV, HCAP stockholders will receive $3.20 per share in cash (assumed shareholders elect cash and stock in a pro rata manner). ▪ BCP Credit previously agreed to use all incentive fees actually paid through March 31, 2021 to purchase newly - issued PTMN common stock at NAV (subject to an aggregate purchase cap of $10 million). Company Buyback Program ▪ PTMN has implemented a buyback program for up to $10 million of stock and has been active in the market subject to blackout periods and other restrictions. ▪ Company entered into a Rule 10b5 - 1 stock trading plan to facilitate the repurchase of shares

 

 

5 Compelling Transaction for PTMN & HCAP Stockholders Fully Integrated Platform with BC Partners Focused Investment Strategy Demonstrated M&A Ability Scale Benefits ▪ The combined Company will be able to access the full range of resources of a leading asset management firm. ▪ Partnership with a large and growing credit business will enhance sourcing capabilities and provide the ability to access lar ger deals. ▪ Access to industry diligence and expertise from across the firm. ▪ Utilization of BC Partners’ broader resources, including relationships and institutional knowledge from over 30 years of priv ate market investing. ▪ It is BC Partners’ belief that a BDC focused exclusively on the middle market lending space will lead to better long - term performance, a more stable NAV and a higher trading multiple. ▪ Target small to medium capital structures which are insufficiently compelling for large funds. ▪ Core Plus strategy allows the ability to capitalize on opportunities in non - sponsored and niche specialty verticals alongside Core corporate lending. ▪ BC Partners has shown the ability to negotiate and execute three M&A transactions within its first two years of taking over the management of Portman Ridge. ▪ Ability to speak for larger deals. ▪ Increased trading liquidity in the stock. ▪ Spreading of the public company costs across a larger AUM base. ▪ Increased capacity for higher yielding, non - eligible assets. ▪ Reduction of volatility impact of CLO equity. Economic Benefits ▪ The transaction is expected to be accretive to NII per share, as well as continuing to execute on PTMN’s consolidation plan discussed at the outset of the KCAP externalization transaction. – The combined portfolio can withstand meaningful realized credit losses and still be earnings accretive. ▪ Increased scale from the pro forma market capitalization of PTMN has the potential to result in the stock trading at a higher price to book multiple.

 

 

$5.91 $1.80 $7.71 $2.41 $10.11 HCAP Current Stock Price Per Share Premium to HCAP Stock Price Transaction Value at PTMN Current Stock Price Potential Upside if PTMN Trades to 9/30/20 Pro Forma NAV Transaction Value at PTMN 9/30/20 Pro Forma NAV (in millions, except per share) At PTMN Current Stock Price (2) At 9/30/20 PTMN Pro Forma NAV PTMN Stock Price per Share $1.80 $2.76 Exchange Ratio (3) 2.503x 2.503x HCAP Shares Acquired / Outstanding 6.0 6.0 Stock Consideration $26.9 $41.2 Cash Consideration 16.9 16.9 Cash Payment by PTMN Manager 2.2 2.2 Total Consideration $45.9 $60.3 Value per Share $7.71 $10.11 Cash per Share $3.20 $3.20 Total Consideration / Pro Forma NAV 79% 104% Total Consideration / Current Stock Price (2) 130% 171% +31% 6 Illustrative Transaction Analysis for HCAP Stockholders (1) 1 For purposes of this analysis, September 30, 2020 NAVs for HCAP and PTMN (adjusted for PTMN’s recent merger with Garrison C api tal Inc.) are being used, adjusted for estimated transaction expenses of $0.42 per share and $0.02 per share, respectively. 2.As of December 22, 2020. 3. Exchange ratio (1) assuming stockholders elect cash and stock in a pro rata manner and (2) as applied to the deal as a who le and not the exchange ratio to be applied to any one individual stockholder. Day 1 Premium with Potential for Significant Upside Transaction Value +30%

 

 

▪ Focus on direct origination of senior secured debt investments to the middle market ▪ Experienced, strategic management team centered on execution and delivering NII growth ▪ Three strategic transactions closed since 2019 with portfolio repositioning continuing successfully ▪ Strong shareholder alignment with top priority being to generate shareholder value 7 About Portman Ridge Portman Ridge (NASDAQ: PTMN) Affiliation with BC Partners and BCP Credit Investment Portfolio (at 9/30/20) ▪ Externally managed by Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P. (“BC Partners”) and its Credit Platform (“BCP Credit”) ▪ Part of BC Partners’ €24 bn platform in private equity, private credit and real estate strategies ― BCP Credit is a $4.2bn full credit cycle investment platform ▪ Exemptive relief allows for co - investments across the BC Partners platform ▪ $300 million of total assets and $126 million of net asset value ▪ 57% of debt securities portfolio in first lien investments; weighted average yield on debt investments at par value of 7.9% (excluding non - accrual and partial non - accrual investments) ▪ 65 debt portfolio companies and 102 separate securities ▪ Merger with Garrison on October 28, 2020 increased total assets to $638 million and net asset value to $209 million, with substantially all of that increase being in the form of first lien investments.

 

 

Achieving Scale ▪ Founded as Kohlberg Capital Corporation (“KCAP”) ▪ IPO in December 2006 ▪ Acquired KCAP management contract ▪ Name changed to Portman Ridge Finance Corporation ▪ Transition to external management through Sierra Crest, an affiliate of BC Partners ▪ BC Partners agreed to use up to $10m in incentive fees actually paid to purchase PTMN stock at NAV through March 31, 2021 ▪ Closed merger with Garrison Capital (“GARS”) ▪ GARS shareholders agreed to receive bulk of consideration in newly issued PTMN shares ▪ Monetized considerable portion of acquired book slightly above FMV within first 10 days of close ▪ Quickly de - risked / deleveraged the overall portfolio during COVID - 19 market environment 2006 April 2019 October 2020 December 2019 ▪ Closed merger with OHA Investment Corp (“OHAI”) ▪ OHAI shareholders agreed to receive bulk of consideration in newly issued PTMN shares ▪ Monetized ~40% of the acquired book at close to FMV shortly after close ▪ Used proceeds to purchase privately originated loans and a basket of liquid loans at a significant discount, resulting in higher risk - adjusted yields $293m $310m $638m Pro Forma Total Assets at Close ▪ Portman Ridge has quickly achieved scale since taking over in April 2019, closing two strategic transactions since then ▪ Following each transaction, Portman Ridge promptly rotated portions of the acquired portfolios into higher quality assets with higher risk - adjusted spreads and deleveraged as necessary 8

 

 

Appendix

 

 

10 BC Partners Credit Platform 1. Reflects commitments to commingled funds, IMAs, signed term sheets. Figures are subject to completion of certain agreements BC PARTNERS CREDIT: A FULL CREDIT CYCLE INVESTMENT PLATFORM ▪ Mandate to invest where other capital is retrenching due to limited duration and regulatory restrictions ▪ Ability to invest across the capital structure ▪ Price opportunities with adequate compensation for risk and illiquidity ▪ Mix of current income and price appreciation Opportunistic: $950m in AUM ▪ Direct lending focused on less competitive segments of the U.S. middle - market ▪ Balanced portfolio of sponsor - backed and non - sponsor companies ▪ Proprietary sourcing channels ▪ High current income generation Yield: $3.3bn in AUM 18 INVESTMENT PROFESSIONALS 17 AVG. YEARS OF EXPERIENCE OF SENIOR INVESTMENT TEAM c. $4.2bn 1 IN AUM ACROSS CREDIT PLATFORM 2017 FOUNDED PLATFORM Portman Ridge Finance Corporation (NASDAQ: PTMN) Mount Logan Capital (NEO: MLC) Other (e.g. SMAs) SOF I SOF II (Currently Fundraising) Other (e.g. SMAs) BC Partners Lending Corporation

 

 

Ability to serve as a strategic lender by sharing best practices from BC Partners’ private equity operations team and existing portfolio companies; 30 years of private market investing provides an edge in sourcing and diligence Stand - alone credit platforms cannot offer the same resources to borrowers as fully integrated firms 1 Views expressed are those of BCP Credit. 1 Anticipated portfolio construction provided for illustrative purposes only. BC Partners Differentiators 11 Disciplined approach to fund size allows us to pursue the best risk - adjusted return opportunities Direct lending platforms may pass on compelling opportunities that may be too small to “move the needle” 4 BC Partners Lending platform has the capabilities to source and diligence opportunities regardless of company ownership A majority of direct lending platforms focus on sponsor - backed lending opportunities 3 Focus on portfolio company EBITDA between $10 - 50 million 1 Many direct lending platforms have moved upmarket as the asset class has matured 2 While the increasing popularity of direct lending has gathered many headlines as of late, we believe the BC Partners Credit platform is differentiated on four key aspects

 

 

1 For more information on Mr. Goldthorpe’s role in respect of AINV and CION, please refer to the Important Information at the en d of this presentation. BC PLATFORM ▪ Access to deal flow and sourcing through fully integrated model ▪ BCP Operations team supports our ability to add value to portfolio companies ▪ Utilization of BC Partners’ broader resources, including relationships and institutional knowledge from over 30 years of private market investing ▪ Highly experienced administrator, custodian and auditor relationships and robust policies concerning third - party valuation FLEXIBLE, DIFFERENTIATED STRATEGY ▪ Target smaller capital structures which are insufficiently compelling for large funds ▪ Core Plus strategy able to capitalize on opportunities in non - sponsored and niche specialty verticals alongside Core corporate lending ▪ Optimize exposures as the opportunity set changes ▪ Shareholder friendly fee and governance structure HIGH QUALITY UNDERWRITING ▪ Strong focus on balancing yield while mitigating the risk of principal impairment through financial and structural protection ▪ Experience with and ability to complete innovative and complex transactions ▪ Applies the same private equity style investment process employed for over 30 years at BC Partners DIVERSIFIED SOURCES OF DEAL FLOW ▪ Proactive sourcing model not reliant on one individual source or type of source ▪ Seek off - the - radar situations for bespoke solutions ▪ Develop proprietary, unbiased viewpoints on credit performance ▪ Origination and syndication capabilities allow for consideration of a wider range of transactions ▪ Exclusive unitranche partnership with a top lender to sponsor - backed middle - market companies EXPERIENCED INVESTMENT TEAM ▪ Ted Goldthorpe served as President of Apollo Investment Corporation (one of the largest publicly traded U.S. BDCs) and CIO of the sub - advisor to CION Investment Corporation (one of the largest private BDCs) 1 ▪ Senior team members with strong track record managing assets throughout multiple credit cycles at best - in - class institutions including Goldman Sachs, Apollo and TPG ▪ Portfolio monitoring processes developed over 15+ years working with middle - market companies to include serving on corporate boards BC Partners Lending Advantages 12

 

 

150 + EMPLOYEES 60+ PE investment professionals including 7 - member Operations Team 12 Investor Relations professionals 41 Support professionals 10 OPERATING ADVISORS $23 BILLION IN PE AUM across commingled funds and co - investment commitments $37 BILLION in annual revenue across current PE portfolio BROAD SECTOR EXPOSURE PE DEAL FLOW 200+ opportunities sourced 3 - 4 investments completed per annum Full integration with the BC Partners platform provides an edge at every stage of the investment process 13 Integration with BC Partners Platform Access to senior Operational experts Ability to provide borrowers with value - add initiatives including M&A assistance and BCP cost synergy programs Investment Committee includes Chairman of PE and firm COO Sector expertise from Investment Professionals, including Operations Team Rigorous PE - style diligence and underwriting Operating advisor and external network Industry and company insight from Private Equity deals reviewed DEAL SOURCING & SCREENING CREDIT REVIEW INVESTMENT APPROVAL MONITORING & VALUE - ADD RESOURCES INCLUDE: BENEFITS OF BC PARTNERS PLATFORM BENEFITS OF BC PARTNERS PLATFORM RESOURCES INCLUDE

 

 

BCP Credit has been formed to take advantage of attractive risk - adjusted return opportunities and dislocations in the U.S. and European credit markets ▪ Target opportunities across the credit spectrum where other capital is retrenching due to limited duration and regulatory res tri ctions ▪ Apply a consistent investment philosophy and underwriting process across different strategies through the credit cycle BCP Approach to Credit Investing Be flexible and opportunistic ▪ Flexibility and patience of capital drives attractive risk - adjusted returns across the credit cycle ▪ Ability to invest across the liquidity spectrum ▪ Seek to generate alpha through market dislocations, structural documentation, relationship advantages and regional expertise Focus on capital preservation ▪ Maximize margin of safety through both financial and structural protection ▪ Preference for secured debt ▪ Appropriate pricing of opportunities based on assessment of relative risk and illiquidity Utilize private equity style investment process ▪ Long - term focused investment philosophy ▪ Apply the same private equity style investment process employed for over 30 years at BC Partners ▪ Utilize standardized investment diligence to reinforce discipline in investment analysis and support repeatable investment processes Leverage deep niche & industry expertise ▪ Private equity platform sector expertise and knowledge base across consumer & retail, business & financial services, healthcare, industrials, and TMT ▪ Established credit team background across broad product and sector range including liquid and illiquid credit, aircraft finance and renewables ▪ Experience with and ability to complete innovative and complex niche transactions 14

 

 

* Year over year comparisons with Q3 2019 may not be directly comparable. The OHAI merger was completed on December 18, 2019. 1. Net of incentive fee waivers of $102 thousand and $459 thousand in Q1 and Q2 2020, respectively. 15 Financial Highlights ($ in ‘000s) Q3 2019 * Q4 2019 Q1 2020 Q2 2020 Q3 2020 * Total investment income $7,076 $6,705 $7,754 $7,314 $7,787 Management fees 1,026 1,077 1,012 1,008 1,044 Performance - based incentive fees -- -- 102 455 572 Interest and amortization of debt issuance costs 2,281 2,197 2,350 2,395 2,240 Operating expenses 1,527 1,284 1,627 1,311 1,235 Total expenses 4,834 4,559 5,090 5,169 5,090 Management and performance - based incentive fees waived -- -- (102) (455) -- Net expenses 4,834 4,559 4,988 4,714 5,090 Net investment income 2,242 2,147 2,766 2,600 2,696 Net realized gain/(loss) on investments (1,176) 1,177 (1,048) (882) (1,890) Net change in unrealized (loss)/gain on investments (5,317) 1,269 (30,925) 1,565 7,512 Realized loss on debt extinguishment - (1,055) - - - Net (decrease)/increase in net assets resulting from operations $(6,493) $3,517 $(29,059) $3,283 $8,319 Per Share Net Investment Income $0.06 $0.06 $0.06 $0.06 $0.06 Net Realized and Unrealized Gain / (Loss) ($0.17) $0.06 ($0.71) $0.02 $0.13 Net Earnings ($0.11) $0.09 ($0.65) $0.07 $0.19 Distributions declared $0.06 $0.06 $0.06 $0.06 $0.06 Net Asset Value $3.55 $3.40 $2.69 $2.71 $2.85

 

 

($ in ‘000s) Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 NAV, Beginning of Period $139,178 $132,723 $152,199 $120,370 $120,714 Realized Gains (Losses) from Investments (1,176) (1,326) (1) (1,048) (882) (1,890) Unrealized Gains (Losses) (5,317) (2,649) (1) (30,924) 1,565 7,512 Net Investment Income 2,242 2,147 2,766 2, 600 2,697 Net Decrease in Assets Resulting from Distributions (2,242) (2,242) (2,653) (2,656) (2,631) Realized Gains (Losses) from Extinguishment of Debt -- (1,076) 154 0 -- Impact of OHAI Transaction -- 25,824 (2) -- -- -- Share Repurchase -- -- (123) (284) (456) OHAI Transaction Expenses -- (1,238) -- -- -- Other Equity Changes 38 36 -- -- -- NAV, End of Period $132,723 $152,199 $120,370 $120,714 $125,946 1. Excluding gains from OHAI merger 2. Including gains from OHAI merger 16 Net Asset Value Rollforward Leverage and Asset Coverage Debt / Equity 0.9x 1.0x 1.0x 1.3x 1.4x Asset Coverage 204% 195% 188% 167% 172%

 

 

1. At Fair Value. Does not include activity in short - term investments. 17 Portfolio Composition (1) Investment Portfolio ($ in ‘000s) Q4 2019 Q1 2020 Q2 2020 Q3 2020 First Lien Debt $87,522 $105,379 $117,265 $114,022 Second Lien Debt 95,188 83,926 78,366 79,851 First Lien Last Out 500 8,050 7,619 7,583 Equity Securities 9,864 8,046 9,538 9,703 CLO Fund Securities 31,968 19,671 16,892 18,792 Joint Ventures 45,088 41,475 43,926 46,832 Other 3,559 3,313 5,050 2,077 Ending Balance $273,690 $269,859 $278,655 $278,860 Investment Portfolio (% of total) First Lien Debt 32.0% 39.0% 42.1% 40.9% Second Lien Debt 34.8% 31.1% 28.1% 28.6% First Lien Last Out 0.2% 3.0% 2.7% 2.7% Equity Securities 3.6% 3.0% 3.4% 3.5% CLO Fund Securities 11.7% 7.3% 6.1% 6.7% Joint Ventures 16.5% 15.4% 15.8% 16.8% Other 1.3% 1.2% 1.8% 0.7% Total 100.0% 100.0% 100.0% 100.0%

 

 

18 Portfolio Trends (1) ($ in ‘000s) Q4 2019 Q1 2020 Q2 2020 Q3 2020 Portfolio Sourcing (at Fair Value): Sierra Crest Investment Management 104,223 133,315 149,246 148,289 Legacy KCAP 133,686 106,241 100,653 104,023 Legacy OHAI 35,781 30,303 28,757 26,547 Portfolio Summary: Total portfolio, at fair value $273,690 $269,859 $278,655 $278,860 Total number of debt portfolio companies 60 65 68 65 Total number of investments 2 88 102 108 102 Average size of debt portfolio company investment, at fair value $3,133 $3,088 $3,072 $3,147 Average size of investment, at fair value $2,234 $2,046 $2,017 $2,091 Portfolio Yields and Spreads: Weighted average yield on debt investments at par value 3 9.0% 8.2% 7.7% 7.9% Average Spread to LIBOR 700 bps 685 bps 681 bps 715 bps Portfolio Activity: Beginning Balance $264,211 $273,690 $269,859 $278,655 Purchases / Draws 73,612 44,959 37,920 5,852 Exits / Repayments / Amortization (60,155) (16,818) (29,807) (11,133) Gains / (Losses) (3,977) (31,973) 683 5,485 Ending Balance $273,690 $269,859 $278,655 $278,860 1. For comparability purposes, portfolio trends metrics exclude short - term investments 2. CLO holdings and Joint Ventures are excluded from investment count. 3. Excluding non - accrual and partial non - accrual investments and excluding CLO holdings and Joint Ventures.

 

 

19 Credit Quality As shown below, the percentage of non - accrual assets (both on a cost and fair value basis) as a percentage of total has been dec reasing on a quarter over quarter basis ($ in ‘000s) Q4 2019 Q1 2020 Q2 2020 Q3 2020 Investments on Non - Accrual Status Number of Non - Accrual Investments 7 9 9 8 Non - Accrual Investments at Cost $22,691 $24,674 $21,458 $11.764 Non - Accrual Investments as a % of Total Cost 6.8% 6.9% 5.9% 3.2% Non - Accrual Investments at Fair Value $15,880 $13,816 $10,325 $3,788 Non - Accrual Investments as a % of Total Fair Value 5.7% 4.8% 3.7% 1.3% Investments on Non - Accrual Status as of September 30, 2020 ($ in ‘000s) Industry Cost Fair Value Advanced Lighting Second Lien Notes Consumer Goods: Durable $951 $3 Digitran First Lien Term Loan High Tech Industries 1,044 489 GI Advo Opco Healthcare 165 -- GK Holdings Services: Business 1,494 820 Grupo HIMA Second Lien Term Loan Healthcare 7,146 1,927 Ravn Air Group Aerospace & Defense 272 248 Tank Partners Equipment Holdings Energy: Oil & Gas 620 302 TRSO II Energy: Oil & Gas 71 -- Total $11,764 $3,788

 

 

Cash and Short - term Investments ▪ Unrestricted cash and short - term investments totaled $10.9 million at September 30, 2020 ▪ Restricted cash of $4.9 million at September 30, 2020 represents cash held in our revolving credit facility Debt Summary ▪ Balanced mix between unsecured and secured borrowings with no near - term maturities 20 Corporate Leverage & Liquidity ($ millions) Total Committed Amount Principal Amount Outstanding Maturity Date Corporate Unsecured Revolving Facility $115 $94.3 12/18/23 6.125% Secured Notes (publicly traded: KCAPL) n/a $76.7 9/30/22 Total Debt $171.0

 

 

21 Corporate Information Board of Directors Senior Management Research Coverage Ted Goldthorpe Chairman of the Board Ted Goldthorpe Chief Executive Officer Ryan Lynch Keefe Bruyette & Woods Graeme Dell Director Edward “Ted” Gilpin Chief Financial Officer Chris Nolan Ladenburg Thalmann Robert Warshauer Independent Director Patrick Schafer Chief Investment Officer Alex Duka Independent Director Andrew Devine Chief Compliance Officer George Grunebaum Independent Director Christopher Lacovara Independent Director Investor Relations Security Listings Dean Kehler Independent Director Jeehae Linford The Equity Group, Inc. (212) 836 - 9615 jlinford@equityny.com Common Stock Nasdaq: PTMN Matthew Westwood Independent Director 6.125% Notes due 2022 Nasdaq: KCAPL Joseph Morea Independent Director Transfer Agent Corporate Headquarters American Stock Transfer & Trust Company, LLC 650 Madison Avenue - 23rd Floor New York, NY 10022 USA Independent Audit Firm KPMG LLP