Item 2.01. Completion of Acquisition or Disposition of Assets.
On 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
Companys separate corporate existence ceased.
In accordance with the terms of the Merger Agreement, at the effective time of the
First Merger (the Effective Time), holders of shares of the Companys common stock, par value $0.001 per share (the HCAP Common Stock), issued and outstanding immediately prior to the Effective Time (other than shares
held by a subsidiary of the Company or held, directly or indirectly, by PTMN or Acquisition Sub and all treasury shares (collectively, Cancelled Shares)) had their shares of HCAP Common Stock converted to the right to receive, in the
aggregate, (1) $18,537,512.65 in cash payable by PTMN (the PTMN Cash Consideration), (2) 15,252,453 validly issued, fully paid and non-assessable shares of PTMNs common stock, par value
$0.01 per share (the PTMN Stock Consideration and, together with the PTMN Cash Consideration, the PTMN Consideration) and (3) $2.15 million in cash payable by Sierra Crest.
With respect to the PTMN Consideration, record holders of shares of HCAP Common Stock were entitled, with respect to all or any portion of the
shares of HCAP Common Stock held as of the Effective Time, to make an election to receive payment for their shares of HCAP Common Stock in cash (an Election), subject to the conditions of and certain adjustment 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 PTMNs common stock with respect to the PTMN Consideration as payment for their
shares of HCAP Common Stock. Each share of HCAP Common Stock (other than a Cancelled Share) with respect to which an Election was made was treated
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