Good morning and welcome to today's call announcing the proposed merger of Portman Ridge Finance Corporation and Logan Ridge Finance Corporation. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the conclusion of today's prepared remarks. Recording and transcript of the call will also be made available online, and management will make themselves available to the investor community over the coming days and weeks to answer any additional questions. I would like to note that a press release was distributed earlier today and should be viewed in conjunction with this call. Additionally, management will be referring to a slide deck that is available on Portman Ridge and Logan Ridge's respective investor relations website and was published concurrently with the announcement of the proposed merger. As a reminder, this conference call is being recorded for replay purposes. Please note that today's conference call may contain forward-looking statements which are not guarantees of future performance results and involve a number of risks and uncertainties that may cause actual financial results, performance, or achievements to be materially different from estimated future results, performance, or achievements expressed or implied by those forward-looking statements. All forward-looking statements reflect each of the company's current views with respect to future events and are subject to risks and uncertainties, and assumptions have been made in drawing those conclusions included in such forward-looking statements. All statements other than historical facts, including statements regarding the expected timing of the closing of the proposed combination and the expected benefits of the proposed combination, are forward-looking statements. Actual results could differ materially, and the companies undertake no obligation to update any such forward-looking statements. Please also note that past performance is not a guarantee of future results. Speaking on today's call will be Ted Goldthorpe, Chief Executive Officer, President, and Director of Portman Ridge Finance Corporation and Logan Ridge Finance Corporation. With that, I would now like to turn the call over to Ted Goldthorpe, Chief Executive Officer of Portman Ridge and Logan Ridge and head of BC Partners Credit Platform. Please go ahead, Ted. Good morning and welcome, everyone. We're excited to be here today to discuss the proposed combination of Portman Ridge and Logan Ridge. As part of this proposed transaction, Logan Ridge will merge with and into Portman Ridge, with Portman Ridge being the surviving entity following the completion of the proposed merger, and will continue to trade on the NASDAQ under the symbol PTMN. The combined entity will continue to be managed by Portman Ridge's current investment advisor, Sierra Crest, an affiliate of BC Partners. Today, I'll start off by walking you through the key details of the proposed merger and what we believe it means for both Portman and Logan shareholders, share some insight into the strategic rationale behind this combination, and then provide some color on the expected near and long-term value creation that we believe this transaction has the potential to generate for shareholders of both companies. At the end of the call, we'll host a Q&A session to field any questions you may have regarding the proposed merger. I believe most Logan Ridge shareholders are familiar with Portman Ridge and vice versa. For those who are unfamiliar with both entities, I will start this call with a short description of each. Portman Ridge and Logan Ridge are both externally managed business development companies that invest in predominantly first-lien loans issued to core middle-market companies across a wide range of industries. Portman Ridge is externally managed by its investment advisor, Sierra Crest Investment Management, LLC, while Logan Ridge is externally managed by Mount Logan Management, LLC, both of which are part of the broader BC Partners Credit Platform. The combination of these companies represents a significant milestone for BC Partners Credit Platform. We are very proud of what we've accomplished since the shareholders of Logan Ridge placed their trust and confidence in us when they pointed Mount Logan to serve as the investment advisor to Logan Ridge over three and a half years ago. Mount Logan Management became the investment advisor to Logan Ridge on July 1, 2021, and since Logan has been managed alongside Portman Ridge, co-investing many of the same BC-originated financings while management judiciously rotated Logan Ridge out of its legacy portfolio. During this period, the management team has transformed Logan's portfolio by substantially reducing the non-income-producing legacy equity exposure, reducing Logan's exposure to non-accruals, and significantly increasing the portfolio's diversification and growing Logan's exposure to first-lien credits originated by BC Partners. Importantly, by the time this transaction closes and barring any unexpected repayments, we expect that more than 70% of Logan Ridge's portfolio at fair value will be in the portfolio companies originated and underwritten by the BC Partners Credit Platform and in a substantial overlap with Portman. Additionally, we've materially lowered Logan Ridge's cost of debt capital and lowered its operating expenses. The collective result of these efforts has been the stable and growing operating earnings that Logan Ridge has generated, which in turn has allowed us to reinstate a stable and growing dividend for Logan shareholders. Importantly, Logan's management team did all of this against the backdrop of a particularly challenging and uncertain market conditions. Today's announcement of the proposed combination represents the culmination of these efforts as we can finally do so in a manner that is expected to be accretive to earnings for both companies. Further, the merger will significantly increase the size and scale of Portman Ridge, which we anticipate will translate into increased trading volume and improved secondary liquidity, lower combined operating expenses, potentially greater access to more diverse sources of financing at a lower cost. As a result, we believe now is the right time to combine the companies. Moving on to the details of the proposed merger, on slide four, you'll see an overview of the transaction. The merger has been unanimously approved by the boards of both companies following recommendations from their respective special committees. And since we'll ask both sets of shareholders to approve the transaction as well, Portman and Logan Ridge boards are also recommending that shareholders vote in favor of the proposed merger. If you turn to page six of the presentation, you'll see the breakdown of the transaction value. Part of the transaction, Logan Ridge shareholders will receive 1.5 newly issued shares of Portman Ridge's common stock in exchange for each share of Logan Ridge common stock. Based on this fixed exchange ratio, excluding the impact of a tax distribution paid by Logan and using Portman Ridge's closing price of $16.68 on January 24, 2025, the merger consideration values Logan's shares at $25.02 per share, representing a 4% premium to Logan's January 24, 2025 closing price of $24 per share, and a 17% premium to the closing price of $21.43 per share on September 11, 2024, which was the date immediately prior to the announcement of Logan's successful exit with Nth Degree and an important catalyst for this transaction. Further, in connection with and in support of the transaction, Portman Ridge's external advisor, Sierra Crest, has agreed to waive up to $1.5 million of incentive fees over eight consecutive quarters following the successful closing of the proposed merger. Finally, immediately prior to close, Logan Ridge will declare a distribution to its shareholders for tax purposes equal to any remaining undistributed 2024 taxable income earned by Logan, which we expect to be approximately between $1.0 million and $1.5 million. Based on September 30, 2024 net asset values of each company and assuming a billion-dollar tax distribution paid to Logan shareholders prior to close, Logan shareholders will receive merger consideration equal to approximately 98% of its September 30th, 2024 net asset value. Moving back to slide five, I'll now share some financial highlights of the deal. First, the combined company would have total assets well in excess of $600 million with a combined net asset value of approximately $270 million based on the company's September 30th, 2024 balance sheets adjusted for estimated transaction expenses. The combination is expected to be immediately accretive to Portman's NAV by 1.3% upon closing based on the company's September 30th, 2024 net asset values and adjusted for estimated transaction expenses, but excluding the impact of the tax distribution. It is also expected to be accretive to the company's combined NII as a result of an expected $2.8 million of annual operating expense efficiencies, the incentive fee waiver previously discussed as seen on slide seven, the performance trends at Logan Ridge enhanced by the Nth Degree exit. Over the longer term, management expects the merger to provide further NII accretion through optimizing future deployment via targeted use of its KeyBank and J.P. Morgan credit facilities, a potential lower cost of debt, and improved financing terms through increased scale, as well as continued rotation out of Logan Ridge's legacy non-yielding equity portfolio into interest-earning assets originated by BC Partners Credit Platform. The proposed merger will result in the acquisition of a known diversified portfolio with significant portfolio overlap between the two companies. Portman and Logan Ridge employ the same investment strategy, and the BC Partners Credit Platform has been allocating substantially similar or the same investments to both companies since Mount Logan Management became Logan Ridge's external investment advisor on July 1st, 2021. As a result, barring any unexpected exits, approximately 70% of the investments in Logan's portfolio at fair value are expected to be BC Partners-originated assets at the time of closing, with over 60% of the portfolio overlapping with Portman's. The combination of two known complementary portfolios originated and managed by BC Partners Credit Platform is expected to substantially mitigate integration risk. You can review the pro forma portfolio composition and rotation of Logan Ridge's asset mix on slides eight and slides nine. As a result of the previous refinancing of Logan Ridge's credit facility with KeyBank, Logan Ridge has additional available borrowing base that can be used for future deployment at the combined company. With Logan Ridge's credit facility and Portman Ridge's existing senior secured revolving credit facility with J.P. Morgan Chase in place, the combined entity is expected to further optimize its debt capital structure. Looking ahead on slide 10, you'll see the tentative transaction timeline. We expect to complete this merger early in the second quarter of 2025, subject to shareholder approvals and the satisfaction of other customary closing conditions. We'll keep shareholders updated on progress as we move through this approval process. As many of you know, this will be the fourth merger transaction by Portman Ridge since Sierra Crest took over as investment advisor. The first being Portman's acquisition of Oak Hill Investment Corporation, which closed in December 2019, followed by Garrison Capital, which closed in October 2020, and finally, Portman's acquisition of Harvest Capital, which closed in June 2021. Going forward, we will continue to execute on our strategy of targeting inorganic growth opportunities that we believe have the potential to be earnings accretive for shareholders of both Portman and Logan. I look forward to updating shareholders on the work management will be doing on this front over the course of 2025. Ahead of questions, I'd like to reemphasize how proud we are to be here discussing the proposed merger between Portman and Logan Ridge. The combination of these companies is a combination of diligent work management has put into transforming Logan Ridge's portfolio since taking over management three and a half years ago. Thank you once again, and I can't reiterate this enough to all of our shareholders for ongoing support and advice. This concludes our prepared remarks, and I will turn the call over for any questions. Thank you. As a reminder, if you'd like to ask a question, please press star and the number one on your telephone keypad. We will pause for just a moment to compile a roster. We will begin our question and answer session. And our first question comes from the line of Paul Johnson from KBW. The line's open. Hey, Paul. Yeah. Hi. Yeah. Good evening, guys. Thanks for taking my question. My first question was just on the consideration that's being paid for Logan Ridge. It sounds like you're going to be acquiring it for 98% of its net asset value. I understand there's some adjustments applied to that as well. But can you just, I guess, help me understand how you guys are able to acquire the BDC at a discount to NAV, or is there some sort of fourth quarter kind of NAV adjustment that's coming that sort of accounts for that difference? Yeah, so I'll start, and Brandon and Patrick can jump in. The 40 Act requires a 40 Act transaction requires that any deal is "accretive," and so this deal is both NAV accretive and also earnings accretive, and there is precedent for this in 40 Act space in the non-BDC world, so it is something, obviously, that we've obviously got a lot of advice on this from numerous different parties, and we feel good about the structure. Yeah. The only other thing I'd add, Paul, is within the 17a-8, the Rule 17a-8, it says it cannot be dilutive, but it doesn't actually say that that is on a NAV basis. So historically, most of the mergers have happened on a NAV basis, but the SEC agreed with our interpretation that that is not the only way to calculate accretion and dilution regarding two transactions. So that is sort of how you're able to do something like this without it necessarily being not NAV dilutive. Okay. Thanks for that. That's very helpful. Appreciate the explanation there. And then. We can do a follow-up with you. We can do a follow-up with you afterwards if you want to dig more into that, so. Sure. Yeah. That'd be good. Maybe we can do that, and then just trying to understand the kind of expected accretion post-closing, just so I understand that correctly, it sounds like 1.3% is kind of the expected accretion prior to any NAV distributions or tax distributions out of Logan Ridge. If we kind of adjust for that, what you would expect to be the tax distribution, I mean, the accretion should be probably less than 1.3%. Is there any way that you can provide a range of what that accretion might be? Am I thinking about that correctly? Technically, yes. I don't think it is material enough to really move the needle, but we can circle back with a number. But you're right, but I don't think it will move the number in a material manner. Yeah. It's over 1%, Paul. Okay. Okay. Over 1%, including that distribution. And then just on kind of the NII accretion, there's obviously a pretty material expense saving that you pointed out with the G&A expense saving, as well as Logan Ridge shareholders will be getting a little bit of a fee reduction as well. But can you just kind of help me to understand, I guess, how the deal would be NII accretive if I'm just kind of comparing the two ROEs between the BDCs? I believe the most recent quarter ROE for Logan Ridge was below 5%, and Portman's is closer to about 12%. So obviously, a big difference in the operating ROE there. So can you just kind of help us to understand, I guess, where the accretion would come and would you expect that the expense savings, basically, to offset any kind of dilution from just a lower operating ROE? Yeah. I mean, there's a couple of different components to it, Paul. And obviously, we don't kind of put out projections and things like that. But as you think about Logan Ridge, there has been a continuous trend for the last several quarters of an increasing ROE within that company on a standalone basis. Again, we had a very, very material paydown and exit event, Nth Degree, in sort of mid-September that brought in 15-ish million dollars of cash that previously had not been generating any income for Logan Ridge. So if you took a very simple estimate of an extra $15 million of cash at work at some interest rate, you get a pretty material pickup in the standalone earnings at Logan Ridge. Kind of the combination of those two things really and the little bit of the fee waiver, but that's not really a driver on the accretion dilution, but a combination of those sort of three things kind of gets you the, let's call it, increasing ROE to Logan such that when you kind of put the two things together, we expect it to be earnings accretive. Yeah. So it's just expensive to run a small public company. And so the cost savings of just that, this is expected to be earnings accretive for Portman. Appreciate that. And then last question was just on the rotation of assets, I guess, that are kind of remaining in the Logan Ridge portfolio. I mean, of the $176 million portfolio that's being merged in, what would you say, I guess, is kind of legacy assets at this point, assets that you'd be looking to probably rotate or continuing to look to rotate? Yeah. I mean, sorry, I want to pull up the deck, but we've kind of shown it here on slide eight, where, again, on a combined basis, as of 9/30, "BC assets represent 78% of the combined portfolio." And so the short answer would be you could say it's the remaining 22% are things that we would be looking to "rotate out of." The reality is it's something lower because even though the assets are, let's say, tagged to or an asset that we inherited from Logan or Garrison or whomever, that doesn't necessarily mean that we're looking to move on from the asset. But I think that on slide eight, you could look at that and say 78% of the portfolio are "our assets." And so that rotation number would be the remaining 22% if you want to reduce it down to that simplistically. Okay. Great. Thanks for taking my questions. Thank you. Thank you. Seeing as there are no more questions in the queue, I'll be sending the call back over to—I'd like to apologize. We have another question coming from the line of Erik Zwick from Lucid Capital. The line's open. Thank you. Good afternoon. Hey, how are you? I'm doing well. Thanks. Congrats on the approval for the merger there from the committees. One question just in terms of the proposed cost savings or the operating expenses. Can you just talk maybe about the timing and realization of those? Will those be pretty immediate, or is there anything that'll maybe take a quarter or two? No. We fully expect you to see those right away. Now, maybe it may take a quarter to trickle through entirely, depending on when we close in the quarter. But for the most part, we expect to see those immediately. Yeah. These are contractual. It's board fees. It's audit. It's tax. It's admin fees. So you're going to get it right away. And there's no "execution risk." It's not like we have to go and bid out contracts or anything. It's purely formulaic. Okay. Thank you. Our next question comes from the line of Lee Crockett, who's a private investor. The line's open. Hi, Ted and Patrick. I was wondering if you could help me out in bridging from the nine-month NII at Logan Ridge to what I calculated to be about $11 million to get to the NII to cover or to earn the current Portman dividend. I've got, if you take the 270, annualize it to 36, add the cost saves, add the waiver of the fee, I'm still coming up short to get to that number. Can you fill in the blank there with respect to what the additional revenue might be from selling the equity portfolio and reinvesting that? Are you asking what number are you trying to solve for? The current dividend at Portman? Is that what you're trying to get to, or? You're going to issue 4 million shares, correct? Yes. Approximately. So in order to earn the current dividend, you'll need about $11 million of additional NII from the transaction. Bridge me from the operating numbers for the nine months for Logan Ridge to that $11 million, please. I think Patrick highlighted the significant exit that we had at the end of September. So frankly, I don't think the nine-month-ended NII at Portman is the appropriate base for evaluating the earnings potential of Logan's portfolio. I think once you... Just to interject, so you take that $15 million exit, you could multiply it by our average yield and obviously add leverage to it. So it actually is pretty, because Logan is small. Very small changes in dollars lead to big swings in NII. So if you take that nine months and then you take that exit and you times it by our average yield and you put leverage on it, that'll get you pretty close to where you need to get to. Is the transaction accretive from an NII basis without the waiver of the fee? Yes. Yes. When you release a document, are you going to have more detailed information with all of this? I mean, we are very, very happy to follow up with each person one-off and go through the math. Again, as Patrick said earlier, as I said earlier, we've never really provided projections, but the math is the math. We can walk you through it. And if it's confusing at all, we really try to keep it simple in our investor deck, but we're very happy to get on the phone with you and walk you through it. Appreciate that. I will follow up with that. Thank you. To your point, just to be fair, I understand why it's not super straightforward. I don't think you're missing anything. It's just, we'll walk you through it. No, I understand that you need to sell additional of the equity portfolio and reinvest at, say, 12, 12.5, and as you pointed out, with leverage. Yeah. But I would say even if we don't do that, this transaction's NII and NAV accretive. So. Okay. I look forward to seeing the numbers. To get to that accretion that was referenced earlier by Paul, we don't need to monetize a bunch of illiquid assets that don't yield. So I just want to make sure that's clear. So when you look on the SEC's definition, we think this is accretive today. Based on what we know, we think this is accretive both on a NAV basis and an NII basis. Okay. Thank you, Ted. I will follow up with and look forward to seeing those details. You do. Yep. Appreciate it. Yep. For For sure. Thank you. Thank you. Seeing as there are no more questions in the queue, I will now send the call back over to Ted Goldthorpe for closing remarks. Thank you all for joining today's call. We are very excited about the future of the combined company and the strategic benefits this proposed transaction could do for both companies and our shareholders. As always, we appreciate your continued support, and we look forward to updating you further in the coming months. Please don't hesitate to reach out to anyone of management with any questions you may have regarding the proposed merger. Thank you so much, and have a good evening.