OHA Investment Corporation and Portman Ridge Finance Corporation announced that they have entered into a definitive agreement under which OHAI will merge with and into PTMN, a business development company managed by Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P. and LibreMax Capital LLC. The transaction is the result of OHAI's previously announced review of strategic alternatives and has been approved by a unanimous vote of the Special Committee of the Board of Directors of OHAI, the Board of Directors of OHAI and the Board of Directors of PTMN. Transaction Highlights: The combined company will be externally managed by Sierra Crest and is expected to have total assets of approximately $372 million, and net asset value of approximately $181 million; OHAI stockholders will benefit from PTMN's lower fee structure and should expect to realize net investment income, net asset value and distribution accretion within the first year following closing of the transaction; Following the transaction, current OHAI stockholders are expected to own approximately 16% of the combined company; OHAI's credit facility will be paid off in full at the closing of the transaction. Based on PTMN's lower borrowing cost, the combined company can expect to realize interest savings of approximately $0.5 million per annum; The transaction is expected to deliver operational synergies for the combined company as a result of the pro forma larger scale and elimination of redundant OHAI expenses; Pursuant to the merger agreement, if at any time within one year after the closing date of the transaction shares of PTMN are trading at a price below 75% of its net asset value, PTMN will initiate a share buyback program of up to $10 million to support the trading price of the combined entity for up to one year from the date such program is announced; PTMN stockholder approval is not required for the merger transaction, contributing to additional certainty of closing. Under the terms of the proposed transaction, OHAI's stockholders will receive value per share of approximately 108% of OHAI's net asset value per share at the time of the closing of the transaction from PTMN and Sierra Crest. As of March 31, 2019, OHAI's net asset value was $37.1 million, or $1.84 per share. In connection with the transaction, OHAI stockholders will receive a combination of a minimum of $8 million in cash from PTMN; PTMN shares valued at 100% of PTMN's net asset value per share at the time of closing of the transaction in an aggregate number equal to OHAI's net asset value at closing minus the $8 million PTMN cash merger consideration; and an additional cash payment from Sierra Crest, the external adviser to PTMN, of $3 million in the aggregate, or approximately $0.15 per share. Assuming a transaction based on respective March 31, 2019 net asset values for OHAI and PTMN, adjusted for expected transaction expenses, and PTMN's 60-day volume weighted average price through July 30, 2019 of $2.57, the merger transaction currently values OHAI shares at approximately $1.46 per share which represents 83% of OHAI's March 31, 2019 net asset value and a 35% premium to OHAI's closing price on July 30, 2019. The parties currently expect the transaction to be completed in the fourth calendar quarter of 2019.