ALL RECORD HOLDERS AND ALL BENEFICIAL HOLDERS OF HARVEST CAPITAL CREDIT CORPORATION (“HCAP”) COMMON STOCK WHO PURCHASED, SOLD, OR HELD SUCH STOCK DURING THE PERIOD FROM AND INCLUDING THE DATE IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FORMER BOARD OF DIRECTORS OF HCAP APPROVED THE ACQUISITION OF HCAP BY PORTMAN RIDGE FINANCE CORPORATION ON DECEMBER 22, 2020, THROUGH AND INCLUDING THE EFFECTIVE TIME OF THE CLOSING OF THE MERGER ON JUNE 9, 2021, THE DATE THE MERGER WAS CONSUMMATED, INCLUDING ANY AND ALL OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, TRUSTEES, EXECUTORS, ADMINISTRATORS, ESTATES, LEGAL REPRESENTATIVES, HEIRS, ASSIGNS, AND TRANSFEREES.
THE PARTIES TO A SHAREHOLDER CLASS ACTION SUIT CONCERNING THE MERGER HAVE AGREED TO A PROPOSED SETTLEMENT of $3,850,000. YOU MAY BE ENTITLED TO COMPENSATION AS A RESULT OF THE PROPOSED SETTLEMENT IN THE ACTION CAPTIONED.
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THIS SETTLEMENT.
The Notice explains how Class Members will be affected by the Settlement. The following table provides a brief summary of the rights you have as a Class Member and the relevant deadlines, which are described in more detail in the Notice.
| CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT: | |
| RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. | If you are a Class Member of the Class (defined in paragraph 22 below), you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. Your distribution from the Settlement will be paid to you directly. See paragraphs 29-36 in the Notice. |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN JUNE 18, 2024. | If you are a Class Member and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs’ Co-Lead Counsel’s request for an award of attorneys’ fees and litigation expenses as well as any incentive award, you may write to the Court and explain the reasons for your objection. |
| ATTEND A HEARING ON JULY 2, 2024, AT 11:00 A.M. E.T., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN JUNE 18, 2024. | Filing a written objection and notice of intention to appear that is received by June 18, 2024, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the July 2, 2024, hearing may be conducted by telephone or video conference (see paragraphs 41-43 of the Notice) If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
The Net Settlement Fund will be distributed on a pro rata basis to “Eligible Class Members.” “Eligible Class Members” will consist of all Class Members who held shares of HCAP common stock at the closing of the Merger on June 9, 2021 (the “Closing Date”), and therefore received or were entitled to receive the Merger Consideration for their “Eligible Shares.” “Eligible Shares” will be the number of shares of HCAP common stock held by Eligible Class Members at the Closing and for which Eligible Class Members received or were entitled to receive the Merger Consideration.
The Settlement Hearing will be held on July 2, 2024, at 11:00 a.m., either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom (in the discretion of the Court), to, among other things: (a) determine whether the Action may be finally maintained as a non-opt out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (b) determine whether Plaintiffs may be finally appointed as representatives for the Class and Plaintiffs’ Co-Lead Counsel finally appointed as counsel for the Class, and whether Plaintiffs and Co-Lead Counsel have adequately represented the interests of the Class in the Action; (c) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (d) determine whether a Judgment should be entered dismissing the Action with prejudice as against Defendants and releasing all Released Plaintiffs’ Claims against the Released Group; (e) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (f) determine whether Co-Lead Counsel’s requested Fee and Expense Award and/or Incentive Award should be approved; (g) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to Co-Lead Counsel’s requested Fee and Expense Award and/or Incentive Award; and (h) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted on this website.