According to the Complaint, Garrison Capital Inc. is an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company is managed by its investment adviser, Garrison Capital Advisers LLC, an affiliate of Garrison Investment Group, and a registered investment adviser under the Investment Advisers Act of 1940, which provides the resources and expertise of the investment professionals at Garrison Investment Group.
On June 24, 2020, Garrison Capital Inc.’s Board of Directors caused Garrison to enter into an agreement and plan of merger with Portman Ridge Finance Corporation (“Parent”), Citadel Acquisition Sub Inc. (“Acquisition Sub,” and together with Parent, “Portman” or “PTMN”), and Sierra Crest Investment Management LLC. Pursuant to the terms of the Merger Agreement, among other things: (i) Acquisition Sub will merge with and into Garrison, with Garrison surviving as a wholly-owned subsidiary of Parent; (ii) Garrison will merge with and into Parent, with Parent surviving; and (iii) Garrison’s stockholders will receive shares of Parent common stock for each share of Garrison they own.
On September 1, 2020, Defendants filed a proxy statement/prospectus with the United States Securities and Exchange Commission, which recommends that Garrison’s stockholders vote to approve the Proposed Transaction at a special meeting of stockholders scheduled for October 19, 2020. The Complaint alleges that the Prospectus omits material information with respect to the Proposed Transaction, which renders the Prospectus false and misleading.