Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 7, 2021, Edward (Ted) Gilpin retired from his position as Chief
Financial Officer, Secretary and Treasurer of Portman Ridge Finance Corporation
(the "Company"), effective March 1, 2021.
On January 12, 2021, the Board of Directors (the "Board") of the Company
appointed Jason T. Roos as Chief Financial Officer, Secretary and Treasurer of
the Company, effective as of March 1, 2021.
Jason T. Roos, 42, joined BC Partners LLP in May 2020 and brings nearly 20 years
of experience in financial roles, most recently as Credit Product CFO, where he
is responsible for the integrity and accuracy of financial reporting and the
overall control environment of the credit business. Prior to joining BC Partners
LLP, Mr. Roos served in various roles with Wells Fargo & Company from 2011 to
2020, including serving as Controller for Wells Fargo's investment bank and
institutional broker dealer, Wells Fargo Securities. Prior to that, from 2002 to
2011, Mr. Roos provided audit and advisory services to financial institutions at
PricewaterhouseCoopers LLP. Mr. Roos earned his B.A. in accounting and finance
from the University of Northern Iowa and is a Certified Public Accountant
registered in New York, Iowa, and Minnesota.
The Company does not pay cash compensation or provide other benefits directly to
Mr. Roos or to any of its other executive officers. Mr. Roos is an employee of
BC Partners LLP, the indirect sole owner of the Company's administrator, BC
Partners Management LLC (the "Administrator"), which is compensated for the
services it provides to the Company pursuant to the terms of an administration
agreement between the Company and the Administrator (the "Administration
Agreement"). Pursuant to the Administration Agreement, the Company makes
payments equal to an amount that reimburses the Administrator for its costs and
expenses in performing its obligations and providing personnel and facilities
(including rent, office equipment and utilities) for the Company's use under the
Administration Agreement, including an allocable portion of the compensation
paid to Mr. Roos.
Mr. Roos: (i) was not appointed as the Company's Chief Financial Officer,
Secretary and Treasurer pursuant to any arrangement or understanding with any
other person; (ii) does not have a family relationship with any of the Company's
directors or other executive officers; and (iii) other than as disclosed herein,
has not engaged, since the beginning of the Company's last fiscal year, nor
proposes to engage, in any transaction in which the Company was or is a
participant.
Item 7.01 Regulation FD Disclosure.
On January 12, 2021, the Company issued a press release announcing the
appointment of Mr. Roos as the Company's Chief Financial Officer, Secretary and
Treasurer. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press Release, dated January 12, 2021--------------------------------------------------------------------------------
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PORTMAN RIDGE FINANCE CORPORATION 
