Notice of Dismissal of Garrison Capital, Inc. Litigation and Agreement Upon Attorneys' Fees

NEW YORK, Jan. 14, 2021 /PRNewswire/ -- Notice is hereby provided to all persons who held shares of Garrison Capital, Inc. ("Garrison" or the "Company") common stock at any time during the period from and including June 24, 2020 through October 28, 2020. The purpose of this Notice is to inform you about developments with respect to the putative class action lawsuit captioned Bachmeier v. Tansey, et al., C.A. No. 2020-0812-SG, filed in the Delaware Court of Chancery (the "Action"), including the dismissal of the Action and an agreement to pay attorneys' fees and expenses to counsel for Plaintiff in the Action.

On June 24, 2020, the Company entered into an Agreement and Plan of Merger with Portman Ridge Finance Corporation ("Portman") pursuant to which Garrison shareholders would receive: (i) $19,100,000 in aggregate cash consideration; (ii) a number of shares of Portman common stock equal to the quotient of the Garrison per share NAV divided by the Portman per share NAV; and (iii) an aggregate amount in cash equal to $5,000,000 (collectively, the "Merger Consideration") paid by Portman's external investment adviser Sierra Crest Investment Management LLC (the "Merger"). On September 1, 2020, the Company filed with the Securities and Exchange Commission ("SEC") a definitive proxy statement (the "Proxy") in connection with the stockholder vote on October 19, 2020 relating to the Merger.

On September 22, 2020, Plaintiff Kenneth Bachmeier, a purported stockholder of the Company, filed the Action and named as Defendants members of the Company's Board of Directors (the "Board"). The complaint alleged, among other things, that the Board violated its fiduciary duties under Delaware law by failing to provide all material information in the Proxy required for stockholders to cast an informed vote regarding the Merger. As relief, the complaint sought, among other things, an injunction against the Merger, damages and an award of attorneys' and experts' fees. The Company and the other defendants have denied that they have committed any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Action, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties.

After the complaint was filed, the Company and its Board provided additional disclosures to address, among other things, the allegations in the Action, in a form 8-K filed on October 5, 2020 (the "Supplemental Disclosures"). On November 6, 2020, the Court approved a stipulation under which the Plaintiff voluntarily dismissed the Action. The Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of Plaintiff's counsel for an award of attorneys' fees and reimbursement of expenses in connection with the Action (the "Fee Application"). Following negotiations, the Company agreed, while denying any and all liability, to pay $240,000 to Plaintiff's counsel for attorneys' fees and expenses in full satisfaction of the anticipated Fee Application. The Court has not been asked to review, and will pass no judgment on, the payment of attorneys' fees and expenses or their reasonableness.

Attorneys for Plaintiff and Defendants may be contacted as follows:

MONTEVERDE & ASSOCIATES PC
Juan E. Monteverde
The Empire State Building
350 Fifth Avenue, Suite 4405
New York, NY 10118
Tel: (212) 971-1341
[email protected]
Attorneys for Plaintiff

PROSKAUER ROSE LLP
Peter D. Doyle
Julia D. Alonzo
Eleven Times Square
New York, NY 10036
Tel: (212) 969 3000
[email protected]
Attorneys for Defendants

Contacts:
Portman Ridge Finance Corporation
650 Madison Avenue, 23rd floor
New York, NY 10022
[email protected]

Jason Roos
[email protected]
(212) 891-2880

Jeehae Linford
The Equity Group Inc.
[email protected]
(212) 836-9615

SOURCE Portman Ridge Finance Corporation