You have the right to receive notice of, and to vote at, the Annual Meeting as to the PTMN proposals if you were a stockholder of record of common stock of PTMN, par value $0.01 per share, at the close of business on April 27, 2020 and as to the BCPL proposals if you were a stockholder of record of common stock of BCPL, par value $0.001 per share, at the close of business on April 27, 2020. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at each company’s principal executive offices at 650 Madison Avenue, New York, New York 10022, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/PTMN2020 for PTMN stockholders and www.virtualshareholdermeeting.com/BCPL2020 for BCPL stockholders when you enter your16-Digit control number. Each25, 2023. The Company is furnishing a proxy statement and proxy card to its respective stockholders on the Internet, rather than mailing printed copies of those materials to each of its stockholders. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the Internet.

Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials.

We are not aware of any other business, or any other nominees for election as directors of eitherthe Company, that may properly be brought before the Annual Meeting.

Availability of Proxy and Annual Meeting Materials

This joint proxy statement and PTMN’sBCPL’s Annual Report on Form10-K for the year ended December 31, 20192022 are available at www.PortmanRidge.com, and in the case of BCPL, at www.proxyvote.com.www.sec.gov.

Purpose of Annual Meeting

In addition to transacting such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof, at the Annual Meeting, the respective stockholders of eachthe Company will be asked to consider and vote on the following proposals as to such Company:proposals:

1. The election of two directors, who will each serve until the 20232026 Annual Meeting of Stockholders and until his successor is duly elected and qualifies;qualified; and

Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “brokernon-votes” with respect to such proposals) will be treated as shares present for quorum purposes.

The Chairman of the Annual Meeting for eachthe Company shall have the power to adjourn such Company’sthe Annual Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the Annual Meeting.

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee

If you hold shares of athe Company’s common stock through a broker, bank, trustee or nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank, trustee or nominee. If you hold shares of athe Company’s common stock through a broker, bank, trustee or nominee and want to participate in the virtual Annual Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee.Please instruct your broker, bank, trustee or nominee regarding how you would like your shares voted so your vote can be counted.

Discretionary Voting

Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on“non-routine” matters.The “routine” matter being considered by eachthe Company at this Annual Meeting is the ratification of the appointment of suchthe Company’s independent registered public accounting firm, and the“non-routine” matters being considered by eachthe Company at this Annual Meeting is the election of directors and, solely with respect to PTMN, to approve, in anon-binding vote, the compensation paid to PTMN’s named executive officers for the fiscal year ended December 31, 2019.directors. If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on eachthe Company’s proposal to elect directors and, solely with respect to PTMN, to approve the compensation paid to PTMN’s named executive officers, your broker will not be permitted to vote your shares on such“non-routine” proposals.directors.

Revoking Your Proxy

If you are a stockholder of record of PTMN and/or BCPL, you can revoke your proxy as to either or both Companies at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the Annual Meeting to Portman Ridge Finance Corporation or BC Partners Lending Corporation, as applicable, at 650 Madison Avenue, New York, New York 10022, Attention: Secretary; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the Annual Meeting; or (iii) participating in the virtual Annual Meeting and voting online. If you hold shares of athe Company’s common stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual Annual Meeting does not revoke your proxy unless you also vote online at the Annual Meeting.

Appraisal Rights

Stockholders have no dissenters’ or appraisal rights in connection with any of the proposals described herein.

Votes Required

Election of directors.directors For PTMN, the affirmative vote of a plurality of the shares of PTMN’s common stock outstanding and entitled to vote thereon at the Annual Meeting is required to elect each director nominee of that Company (i.e., the two candidates receiving the most “for” votes will win each election). For BCPL, theThe affirmative vote of a plurality of all the votes cast in the election of directors at the Annual Meeting is required to elect eachthe director nomineenominees of thatthe Company (i.e., the two candidatescandidate receiving the most “for” votes will win eachthe election). Stockholders may not cumulate their votes. Abstentions, votes to “withhold authority” and brokernon-votes will have no effect on this proposal, although they will be considered present for the purpose of determining the presence of a quorum.

Ratification of independent registered public accounting firm.firm. The affirmative vote of a majority of the votes cast at the Annual Meeting with respect to each Company is required to ratify the appointment of KPMGDeloitte to serve as suchthe Company’s independent registered public accounting firm (i.e., the number of shares voted “for” the ratification of the appointment of KPMGDeloitte exceeds the number of votes “against” the ratification of the appointment of KPMG)Deloitte).

contacted by telephone on behalf of suchthe Company and be urged to vote. If the Companies engageCompany engages a solicitor, you could be contacted by telephone on behalf of the Company of which you hold shares of common stock and be urged to vote. The solicitor will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. EachThe Company will reimburse brokers and other persons holding suchthe Company’s common stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. The principal address of PTMN’s investment adviser, Sierra Crest Investment Management LLC (“Sierra Crest”), and BCPL’s investment adviser, BC Partners Advisors L.P. (“BC Partners Advisors” and each anthe “Adviser”), and together with Sierra Crest, the “Advisers”BCPL’s administrator, BC Partners Management LLC (the “Administrator”), is 650 Madison Avenue, New York, New York 10022.

The following table sets forth, as of April 27, 2020,25, 2023, the dollar range of our equity securities that is beneficially owned by each of the current directors of eachthe Company.

Executive Officers

The following persons serve in the following capacities for eachthe Company:

Biographical Information

Additional biographical information regarding eachthe Company’s current directors, nominees for directorelection as directors and officers is set forth below.

Interested Directors

Graeme Dell.Mr. Dell is a Partner and Chief Operating Officer Director of BC Partners LLP. Mr. Dell joined BC Partners in London in 2014 to further develop the support functions within the organization including fund administration, compliance, finance, information technology, human resources and risk. Previously, Mr. Dell spent six years at Ashmore Group plc, a UK listed asset management firm, principally investing in emerging markets debt, where he was Group Finance Director. Prior to this, he was Group Finance Director for six years at Evolution Group plc, another UK listed financial services organization. He initially qualified as a chartered accountant at Coopers & Lybrand before performing roles in operations and finance at Goldman Sachs and Deutsche Bank.

Through his board experience as an officer of several listed companies, in addition to skills acquired with firms engaged in financial services, Mr. Dell brings extensive business and financial expertise to his Board service. The foregoing qualifications led to the Board’s conclusion that Mr. Dell should serve as a member of the Board.

Ted Goldthorpe. Mr. Goldthorpe is the President and Chief Executive Officer of the Company. Mr. Goldthorpe is an executive officer of Sierra Crestthe Adviser and Managing Partner of BC Partners Credit (“BCP Credit”), an integrated credit platform operating within the BC Partners organization. He joined BC Partners LLP to open BCP Credit in 2017. He was previously President of Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management where he was the head of its U.S. Opportunistic Platform and also oversaw the Private Origination business from 2012 to 2016. He was also a member of Apollo’s firm-wide Senior Management Committee. Prior to Apollo, Mr. Goldthorpe worked at Goldman Sachs for 13 years where he most recently ran the bank loan distressed investing desk. He was previously the head of Principal Capital Investing for the Special Situations Group. Mr. Goldthorpe launched BC Partners’ credit business in 2017 and oversees a team of experienced credit professionals. As a Managing Partner of BC Partners, LLP, Mr. Goldthorpe is also a member of the Investment Committee of the private equity business.

income assets as well as the head of J.C. Flowers Asset Management, the firm’s dedicated fixed income platform. Prior to Flowers, Mr. Moffitt was a founding member of Mead Park Asset Management LLC where he was a portfolio manager for regulatory capital investing andCo-President of the firm’s CLO management platform. Prior to Mead Park, Mr. Moffitt was a Managing Director at Morgan Stanley and global head of the firm’s securitization, asset finance business and structured solutions banking business. While at Morgan Stanley, he served on the firm’s Capital Markets Operating Committee. Mr. Moffitt has held similar positions at MatlinPatterson Global Advisors (Senior Advisor), Merrill Lynch & Co. (Head Structured Products Distribution – Americas), RBS Greenwich Capital and Credit Suisse. Prior to banking, Mr. Moffitt practiced law with Brown Rudnick in Boston and is a member of the Massachusetts, New York and United States Supreme Court bars. He served a term as a Special Assistant Attorney General for the Commonwealth of Massachusetts and is a graduate of Syracuse University College of Law (magna cum laude, order of the Coif) and Binghamton University.

Through Mr. Moffit’s prior investment experience, as well as his experience as a managing director of several companies and leader of investment teams, Mr. Moffit brings business expertise and finance and industry skills to his Board service. The foregoing qualifications led to the Board’s conclusion that Mr. Moffit should serve as a member of the Board.

Independent Directors

Alexander Duka. Mr. Duka is the chairman of the Compensation Committee of the Board of PTMN. Mr. Duka also serves on the Audit Committee and Nominating and Corporate Governance Committee of the Board of PTMN.Board. Mr. Duka was the Executive Vice President of Corporate Development for Acceleration Bay LLC, a patent investment and technology acceleration business headquartered in San Mateo, CA until December 2019, and remains a senior advisor for the firm. Mr. Duka was responsible for Finance, Investor Relations, Strategic Relationships, New Ventures and Acquisitions. He joined the firm in September 2017. Mr. Duka previously spent 20 years at Citigroup, a global banking institution, and was a Managing Director in the Financial Institutions group in Global Banking, retiring in February 2017. Mr. Duka was the senior banker responsible for managing Citibank’s banking relationships with a number of high profile traditional and alternative asset management companies. Mr. Duka oversaw all financings, capital markets activity, M&A and the provision of other banking services and advice for this client base. Mr. Duka also worked with these asset managers to develop a new generation of permanent capital vehicles, including Business Development Companies, REITs, Closed End Funds, and European Listed Vehicles. Prior to Citibank, Mr. Duka has served on the Board of Directors of Trade Arcade Inc. since September 2021 and was a member of the Board of Trustees of BondHouse Investment Trust from September 2019 to February 2021 where he is now an advisor to the sponsor. Mr. Duka also worked at Bank of New York and United Jersey Bank. Mr. Duka received his B.A. from Rutgers College and his MBA from Rutgers Graduate School of Management.

Through his prior experiences as an executive vice president and managing director at several companies, Mr. Duka brings business expertise and finance and industry skills to his Board service. The foregoing qualifications led to the Board’s conclusion that Mr. Duka should serve as a member of the Board.

George Grunebaum. Mr. Grunebaum is the chairman of the Nominating and Corporate Governance Committee of the Board. Mr. Grunebaum also serves on the Audit Committee and Compensation Committee of the Board of PTMN.the Company. Mr. Grunebaum is Chief Executive Officer of Ashmore Investment Management (US) Corp, which he joined in 2008. He is President of Ashmore Funds, a series of U.S. registered mutual funds. Prior to that, he wasco-Managing Partner of Dolomite Capital Management and one of the founding partners of the firm. He began his career in finance in 1986, joining Chase Investment Banks’ Latin America corporate finance division. In 1987, he was asked to join the newly formed Debt Arbitrage Group and from 1988 to 1995, worked in various capacities as an Emerging Markets trader. In 1995, he was asked to run global client trading for the Emerging Markets group and in 1998, was given additional responsibility for global principal risk taking in Emerging Market credit, and for local interest rates and Emerging Market equities in 2001. Mr. Grunebaum continued to work at the firm and its successor institutions and was electedco-chairman of the Emerging Markets Traders Association (EMTA) in 2001, until his retirement from JPMorgan Chase in May 2005. He received his BA from Hamilton College. He is licensed as a Series 7, Series 24, and Series 63 Registered Representative.

Mr. Grunebaum’s executive experience brings extensive business and financial expertise to his Board service. Moreover, due to Mr. Grunebaum’s knowledge of, and experience in, finance and accounting, the Board determined that Mr. Grunebaum is an “audit committee financial expert” as defined under SEC rules. The foregoing qualifications led to the Board’s conclusion that Mr. Grunebaum should serve as a member of the Board.

Dean C. Kehler. Mr. Kehler also serves on the Compensation Committee of the Board of PTMN. Mr. Kehler is a Managing Partner of Trimaran Capital Partners, a manager of private investment funds, and isCo-Chairman andCo-CEO of GX Acquisition Corp. Prior toco-founding Trimaran, Mr. Kehler was a vice chairman of CIBC World Markets Corp. andco-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Kehler was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Kehler was a Managing Director at Drexel Burnham Lambert Incorporated and also worked at Lehman Brothers Kuhn Loeb Incorporated. Mr. Kehler currently serves on the Board of Directors of El Pollo Loco Holdings, Inc. and Security First Corporation. Mr. Kehler previously served as a director of various public and private companies. Mr. Kehler also serves as a member of the Board of Overseers of the University of Pennsylvania School of Nursing. Mr. Kehler earned his B.S. from The Wharton School of the University of Pennsylvania.

Mr. Kehler possesses particular knowledge and experience in corporate finance, investment management, financial analysis and corporate governance that strengthen the Board’s collective qualifications, skills and experience. The foregoing qualifications led to the Board’s conclusion that Mr. Kehler should serve as a member of the Board.

Christopher Lacovara, Esq. Mr. Lacovara serves on the Audit Committee of the Board of PTMN. Mr. Lacovara is the Chief Financial Officer and General Counsel of Community Access, Inc., anon-profit organization that develops, builds and operates rental housing for formerly homeless individuals andlow-income families in New York City. Prior to joining Community Access, Mr. Lacovara was an associate at the law firm of Patterson Belknap Webb & Tyler LLP, and worked for the United States Court of Appeals for the Third Circuit and for the New York State Court of Appeals. Prior to becoming an attorney, Mr. Lacovara was aco-managing partner of Kohlberg & Co., L.L.C., a leading middle market private equity firm, which he joined in 1988. Mr. Lacovara received an A.B. from Harvard College, an M.S. in Civil Engineering from the Columbia University School of Engineering and Applied Sciences, and a J.D. from the Columbia University School of Law. Mr. Lacovara has served on the boards of directors of more than 20 privately-held and publicly-listed companies.

As a result of these and other professional experiences, Mr. Lacovara possesses particular knowledge and experience in corporate finance, corporate governance, strategic planning, business evaluation and oversight and financial analysis that strengthen the Board’s collective qualifications, skills and experience. The foregoing qualifications led to the Board’s conclusion that Mr. Lacovara should serve as a member of the Board.

Robert Warshauer. Mr. Warshauer is the chairman of the Audit Committee of the Board of PTMN.Board. Mr. Warshauer also serves on the Nominating and Governance Committee and Compensation Committee of the Board of PTMN.Board. Warshauer is Chief Executive Officer of BLST Holdings, LLC and a Board Member of Icon Parking Holdings, LLC. Formerly, Mr. Warshauer was Managing Director and Head of the Investment Banking Group – New York andCo-Headof Imperial Capital (an investment banking company) and has served on the Restructuring Practice in Imperial Capital’s New York Investment Banking Group.boards of directors of Global Knowledge (an education service), MD

Through his broad experience as an officer and director of several companies, in addition to skills acquired with firms engaged in investment banking and financial services, Mr. Warshauer brings extensive business and financial expertise to his Board service. Moreover, due to Mr. Warshauer’s knowledge of, and experience in, finance and accounting, the Board determined that Mr. Warshauer is an “audit committee financial expert” as defined under SEC rules, and that he is qualified to serve as chairman of the Audit Committee of the Board. The foregoing qualifications led to the Board’s conclusion that Mr. Warshauer should serve as a member of the Board.

Executive Officers Who are not Directors

Andrew DevineDavid Held. Mr. Devine joined PTMNHeld has served as Chief Compliance Officer in May 2019of the Company since July 1, 2021. Mr. Held also serves as the Chief Compliance Officer for Portman Ridge Finance Corporation, Logan Ridge Finance Corporation, Alternative Credit Income Fund and joined BCPL in the same position in April 2018.Opportunistic Credit Interval Fund. Since 2015, heJune 2021, Mr. Held has been the Head ofserved as Chief Compliance Officer, Credit for BC Partners LLP in LondonNew York City and has served as Chief Compliance Officer of BC Partners Lending Corporation since April 2018. Mr. Devine startedMount Logan Management LLC. Between 2015 and 2021, he served as Chief Compliance Officer of Lyxor Asset Management Inc. Prior to his role at Lyxor Asset Management Inc., between 2012 and 2014 he served as Senior Compliance Officer at American Securities LLC in New York City and between 2008 and 2012 he served as Chief Compliance Officer at AXA Investment Managers Inc. in Greenwich, CT. Prior to his career at the UK Financial Conduct Authority in their Enforcement Division, wherecompliance, he spent five years from 2001 to 2007.was a securities and regulatory attorney in private practice. Mr. Devine then worked at Standard and Poor’s from 2007 to 2008, PwC Legal from 2008 to 2009, Apax Partners 2010 to 2013 and Partners Capital from 2014 to 2015, before joining BC Partners LLP. Mr. DevineHeld holds a degree in lawJ.D. from LancasterGeorgetown University and is a qualified UK regulatory lawyer.Law Center.

Ted Gilpin.Jason Roos. Mr. Gilpin joined PTMN in June 2012 and joined BCPLRoos has served as Chief Financial Officer, in May 2019Secretary and became Secretary in August 2019. Mr. Gilpin has more than 30 years of experience. He joined Sierra Crest in April 2019 and has been a memberTreasurer of the BCP Credit TeamCompany since 2019. Prior to joining PTMN,March 2021. Mr. GilpinRoos has served as the Chief Financial Officer, at Associated Renewable Inc., anend-to-end full service energy consulting since December 2010. From January 2008 to May 2010, heSecretary and Treasurer of Portman Ridge Finance Corporation. He also has served as Executive Vice President and Chief Financial Officer of Ram Holdings, Ltd., a providerLogan Ridge Finance Corporation since 2021, Alternative Credit Income Fund since 2021 and Opportunistic Credit Interval Fund since 2022. Mr. Roos joined BC Partners 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 guaranty reinsurance,reporting and prior to that he was the Executive Vice President, Chief Financial Officer and Directoroverall control environment of ACA Capital Holdings, Inc., a holding company that provided asset management services andthe credit protection products, from December 2000 to January 2008.business. Prior to joining ACA Capital,BC Partners, Mr. Gilpin was Vice President in the Financial Institutions Group at Prudential Securities, Inc.’s investment banking division. From 1998 to 2000, Mr. GilpinRoos served in the capacity of Chief Financial Officervarious roles with Wells Fargo & Company from 2011 to 2020, including serving as Controller for an ACA Capital affiliatedstart-up venture, developing the financial plansWells Fargo’s investment bank and spearheading the capital raising process. From 1991 to 1998, Mr. Gilpin was with MBIA, Inc., a holding company whose subsidiaries provide financial guarantee insurance, fixed-income asset management, and other specialized financial services, where he held various positions in the finance area. His most recent position with MBIA was Director, Chief of Staff for MBIA Insurance Company’s President. Mr. Gilpin began his career as an Assistant Vice President in the Mutual Funds Department of BHC Securities, Inc. Mr. Gilpin holds an M.B.A. from Columbia University and a B.S. from St. Lawrence University.

Patrick Schafer. Mr. Schafer has served as Chief Investment Officer of PTMN since April 2019. He joined BCP Credit in May 2018, having previously worked at Apollo Global Management. Mr. Schafer spent seven years at Apollo in the Opportunistic Credit group, most recently as a Managing Director in Direct Originations.institutional broker dealer, Wells Fargo Securities. Prior to Apollo, he spent three yearsthat, from 2002 to 2011, Mr. Roos provided audit and advisory services to financial institutions at Deutsche Bank SecuritiesPricewaterhouseCoopers LLP. Mr. Roos earned his B.A. in the Investment Banking Division. Mr. Schafer holds a BBAaccounting and finance from the University of Notre Dame.

Explanatory Note Regarding the Externalization of PTMN

On April 1, 2019, PTMN entered into an investment advisory agreement with Sierra Crest (the “Advisory Agreement”)Northern Iowa and an administration agreement with BC Partners Management LLC (the “Administration Agreement”) (the “Externalization”). PTMN’s then-current Board approved the Advisory Agreementis a Certified Public Accountant registered in New York, Iowa, and the Administration Agreement at a meeting on December 12, 2018 and the Company’s stockholders approved the Advisory Agreement at a special meeting of stockholders held on February 19, 2019. In connection with the Externalization, on April 1, 2019, all of PTMN’s then-current directors resigned from their positions on the Board, with the exceptions of Dean C. Kehler and Christopher Lacovara. Throughout this proxy statement, the

board members that served prior to the Externalization are referred to as the “PTMN Prior Board” and the board members that were appointed on April 1, 2019, or otherwise served on the Board after April 1, 2019, are referred to as the “Board” or “PTMN Board.”

In addition, in connection with the Externalization, each of the Company’s then-current executive officers, Dayl Pearson, Edward U. Gilpin, R. Jon Corless and Daniel Gilligan, resigned effective as of the date of the Externalization and the following executive officers were appointed, Ted Goldthorpe, Edward U. Gilpin, Daniel Gilligan and Patrick Schafer. In May 2019, Mr. Gilligan resigned and Mr. Devine was appointed as Chief Compliance Officer.Minnesota.

Board Leadership Structure

EachThe Board monitors and performs oversight roles with respect to the applicable Company’s business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers. Among other things, eachthe Board approves the appointment of the applicable Company’s investment adviser and officers, reviews and monitors the services and activities

EachThe Company’s corporate governance practices include regular meetings of its independent directors in executive session without the presence of interested directors and management, the establishment of an Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee in the case of PTMN and an Audit Committee and Nominating and Corporate Governance Committee, in the case of BCPL, comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors of suchthe Company meet with in executive session at least once a year, for administering the Company’s compliance policies and procedures. While certainnon-management members of eachthe Board may participate on the boards of directors of

controls over financial reporting. EachThe Audit Committee also plays a key role in oversight of eachthe Company’s compliance with legal and regulatory requirements, including eachthe Company’s Code of Ethics and, in the case of PTMN, the Compliance Hotline.

The Portman Ridge Hotline may be accessed at:1-844-668-0632 or visiting the hotline website at bcpartners.ethicspoint.com.Ethics.

The full Board of eachthe Company regularly reviews the efforts of each of its Committees and discusses, at the level of the full Board, the key strategic, financial, business, legal and other risks facing eachthe Company, as well as eachthe Company’s efforts to manage those risks. EachThe Board also performs its risk oversight responsibilities with the assistance of suchthe Company’s chief compliance officer. EachThe Board annually reviews a written report from the Company’s chief compliance officer discussing the adequacy and effectiveness of the compliance policies and procedures of each respectivethe Company. The chief compliance officer’s annual report addresses: (i) the operation of the compliance policies and procedures of the Company, its investment adviser and certain other entities since the last report; (ii) any material changes to such policies and procedures since the last report; (iii) any recommendations for material changes to such policies and procedures as a result of the chief compliance officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee compliance. In addition, eachthe Company’s chief compliance officer meets in executive session with the applicable Board’s independent directors at least once a year. EachThe Company believes that the role of the Board in risk oversight is effective and appropriate given the extensive regulation to which it is already subject as a business development company. As a business development companies,company, the Companies areCompany is required to comply with certain regulatory requirements that control the levels of risk in their respective businessesits business and operations.

Pre-incentive fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by PTMN during the calendar quarter, minus operating expenses for the quarter (including the management fee, expenses payable under the administration agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee).Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments withpayment-in-kind (“PIK”) interest and zero coupon securities), accrued income that PTMN may not have received in cash. Sierra Crest is not obligated to return the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash.Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

To determine the income incentive fee,pre-incentive fee net investment income is expressed as a rate of return on the value of PTMN’s net assets at the end of the immediately preceding calendar quarter. Because of the structure of the Incentive Fee, it is possible that PTMN may pay an Incentive Fee in a calendar quarter in which PTMN incurs a loss. For example, if PTMN receivespre-incentive fee net investment income in excess of the quarterly hurdle rate, PTMN will pay the applicable Incentive Fee even if PTMN has incurred a loss in that calendar quarter due to realized capital losses and unrealized capital depreciation. In addition, because the quarterly hurdle rate is calculated based on our net assets, decreases in PTMN’s net assets due to realized capital losses or unrealized capital depreciation in any given calendar quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of PTMN paying an incentive fee for the subsequent quarter. PTMN’s net investment income used to calculate this component of the Incentive Fee is also included in the amount of PTMN’s gross assets used to calculate the management fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).

The second component of the Incentive Fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.50% of cumulative realized capital gains through the end of such calendar year commencing with the calendar year ending December 31, 2019, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, in each case calculated from the Effective Date, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. PTMN will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to Sierra Crest if PTMN were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

For the year ended December 31, 2019, Base Management Fees were approximately $3.3 million and no Incentive Fees were accrued. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until April 1, 2021, a period of two years from the date it first became effective and will remain in effect fromyear-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the outstanding shares, and, in each case, a majority of the independent directors.

BCPL’s Investment Advisory Agreement

Under BCPL’sCompany’s Investment Advisory Agreement, fees payable to BC Partners Advisors equal (a) a base management fee of 1.00% (1.50% if an exchange listing occurs) of the value of BCPL’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters (b) an incentive fee based on BCPL’s performance.

The incentive fee consists of two parts, as follows:

(i) The first component, the income incentive fee, payable at the end of each quarter in arrears, equals 100% of thepre-incentive fee net investment income in excess of a 1.50% quarterly preferred return but less than 1.76% (1.818% if an exchange listing occurs), the upper level breakpoint, and 15% (17.50% if an exchange listing occurs) of the amount ofpre-incentive fee net investment income that exceeds 1.76% (1.818% if an

exchange listing occurs) in any calendar quarter. For purposes of determining whetherpre-incentive fee net investment income exceeds the hurdle rate,pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter.

(ii) The second component, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 15.0% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. BCPL accrues, but does not pay, a capital gains incentive fee with respect to unrealized capital appreciation because a capital gains incentive fee would be owed to BC Partners Advisors if BCPL were to sell the relevant investment and realize a capital gain.

On August 20, 2019, BCPL entered into a letter agreement (the “Letter Agreement”) with BC Partners Advisors pursuant to which, for the period ending December 31, 2019, the Adviser waived 50% of the base management fee to be paid by BCPL under the Investment Advisory Agreement. The waiver was prorated for any partial month or quarter. Management fees waived are not subject to recoupment by BC Partners Advisors.

For the period ended December 31, 2019,2022, BCPL incurred management fees, net of waivers, of $21,800$1.0 million and incentive fees of $13,400.$0.7 million.

BC Partners Advisors may, from time to time, pay amounts owed by BCPL to third-party providers of goods or services, including the Board, and BCPL will subsequently reimburse BC Partners Advisors for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. Prior to BCPL’s commencement of operations, BC Partners Advisors and its affiliates have incurred operating expenses on behalf of BCPL in the amount of $1.2 million, including audit fees of $0.2 million, legal fees of $0.5 million, professional fees of $22.3 thousand, directors’ fees of $0.2 million, insurance of $0.2 million and other expenses of $62.4 thousand. BCPL will have no responsibility for such costs until BC Partners Advisors submits such costs, or a portion thereof, for reimbursement. For the period ended December 31, 2019, BCPL recognized operating expenses of $1.2 million. For the periods ended December 31, 2022 and 2021, the Adviser paid operating expenses on behalf of the Company in the amount of $1.2 million and $1.7 million, respectively.

respective staffs. Such reimbursement is at cost, with no profit to, or markup by, the Administrator. EachThe Administration Agreement may be terminated without penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the applicable Company or by the vote of the applicable Company’s directors or by the Administrator. For the fiscal year ended December 31, 2019, PTMN incurred approximately $1.2 million of administration services expenses under its Administration Agreement. For the fiscal year ended December 31, 2019,2022, BCPL incurred administrative fees of $0.1$0.5 million and operating expenses of $0.2$1.2 million under its Administration Agreement, which were paid by BC Partners Advisors on behalf of BCPL.

Organization and Offering Costs

Under BCPL’s Investment Advisory Agreement and the Administrative Agreement, BCPL, either directly or through reimbursements to BC Partners Advisors or its affiliates, is responsible for its organization and offering costs in an amount up to 1.50% of total capital commitments. Prior to BCPL’s commencement of operations in October 2019, BC Partners Advisors funded BCPL’s organization and offering costs in the amount of $1.4 million. BCPL will have no responsibility for such costs until BC Partners Advisors submits such costs, or a portion thereof, for reimbursement, subject to a cap of 1.50% of BCPL’s total commitments and provided further that BCPL or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the period ended December 31, 2019,2022, BCPL accrued organization and offering costs of $0.4$0.2 million.

Amounts due to BCPL for the expected recoveries of organization, offering and operating expenses incurred on behalf of BCPL, and amounts due from BC Partners Advisors under the Expense Support Agreement for such amounts are reflected on a net basis in amounts due to/from affiliates on the consolidated statements of assets and liabilities.

Expense Support and Conditional Reimbursement Agreement (BCPL)

On August 22, 2019, BCPL entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with BC Partners Advisors, the purpose of which is to ensure that no portion of distributions made to BCPL’s stockholders will be paid from BCPL’s offering proceeds or borrowings (the “Distribution Objective”).

Commencing with the fourth quarter of 2019 and on a quarterly basis thereafter, BC Partners Advisors will reimburse BCPL for operating expenses in an amount sufficient to meet the Distribution Objective. Any payment so required to be made by BC Partners Advisors is referred to herein as an “Expense Payment.”

with the stipulation below, as applicable, to BC Partners Advisors until such time as all Expense Payments made by BC Partners Advisors to BCPL within three years prior to the last business day of such calendar quarter have been reimbursed or waived. Any payments required to be made by BCPL pursuant to the preceding sentence are referred to herein as a “Reimbursement Payment.”

The amount of the Reimbursement Payment for any calendar quarter will be equal to the lesser of (i) the Excess Operating Funds in such calendar quarter, and (ii) the aggregate amount of all Expense Payments made by BC Partners Advisor to BCPL within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by BCPL to BC Partners Advisors.

BCPL’s obligation to make a Reimbursement Payment becomes a liability to BCPL, and the right to such Reimbursement Payment becomes an asset of BC Partners Advisors, no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall, as promptly as possible, be paid by BCPL to BC Partners Advisors in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed BC Partners Advisors for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement.

The Expense Support Agreement may be terminated at any time, without penalty, by BCPL or BC Partner’s Advisors, with or without notice. The Expense Support Agreement automatically terminates in the event of (a) the termination by BCPL of the Investment Advisory Agreement, or (b) the Board determines to dissolve or liquidate BCPL. Upon termination of the Expense Support Agreement, BCPL will be required to pay BC Partners Advisors an amount equal to all Expense Payments paid by BC Partners Advisors to BCPL within three years prior to the date of such termination and that have not been previously reimbursed by BCPL to BC Partners Advisors. Such repayment shall be made to BC Partners Advisors no later than 30 days after such date of termination or the date of such event, as applicable.

As of December 31, 2019,2022, total Expense Payment provided to BCPL by BC Partners Advisors was $2.2 million, which includes the accrual of $1.6 million of eligible recoveries from BC Partners Advisors under the Expense Support Agreement for organization and offering costs and operating expenses paid on behalf of BCPL prior to commencement of operations.$0. Management believes that the Reimbursement Payments by BCPL to the Adviser are not probable under the terms of the Expense Support Agreement as of December 31, 2019.2022. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Support Agreement:

Material Conflicts of Interest

EachThe Company’s executive officers, directors and certain members of the AdvisersAdviser serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by BC Partners or its affiliates. Almost allAll of theBCPL’s executive officers of PTMN serve in similar capacities for BCPL, and all of BCPL’s independent directors serve as executive officers or independent directors of PTMN. PTMN has historically invested in secured term loans, bonds or notesPortman Ridge Finance Corporation and mezzanine debt primarily in privately-held middle market companies along with joint ventures and debt and subordinated securities issued by collateralized loan obligation funds, similar to the investments targeted by BCPL. In addition, PTMN’s investments also include floating rate senior secured loans.Logan Ridge Finance Corporation. BCPL invests in secured debt of private middle-market companies, that pay interest at rates which are determined periodically on the basis of a floating base lending rate, made to private middle-market companies whose debt is rated below investment grade, similar to those that PTMN targetsPortman Ridge Finance Corporation and Logan Ridge Finance Corporation target for investment. BC Partners and its affiliates also manage andsub-advise private investment funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole and in part, with athe Company. Therefore, there may be certain investment opportunities that satisfy the investment criteria for both Companiesthe Company as well as private investment funds and accounts advised orsub-advised by BC Partners and its affiliates. Accordingly, BC Partners and its affiliates may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, the personnel of BC Partners may face conflicts of interest in the allocation of investment opportunities to the CompaniesCompany and such other funds and accounts.

Each of the CompaniesThe Company may invest alongside funds and accounts managed orsub-advised by their respectiveits Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, each of the CompaniesCompany may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting each suchthe Company and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that suchthe Adviser, acting on behalf of the applicable Company and on behalf of other clients, negotiates no term other than price or terms related to price.

In addition, on October 23, 2018, the SEC issued an order granting BCPL’s application for exemptive relief toco-invest, subject to the satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the Adviser or its affiliates, including BCP Special Opportunities Fund I LP, BCP Special Opportunities Fund II LP, and any future funds that are advised by the Adviser or its affiliated investment advisers (including PTMN following the Externalization).advisers. Under the terms of the exemptive order, which applies to both Companies, in order for athe Company to participate in aco-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching with respect of the Company or its stockholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objectives and strategies and certain criteria established by the Board.

Although eachthe Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, athe Company and its common stockholders could be adversely affected to the extent investment opportunities are allocated among suchthe Company and other investment vehicles managed or sponsored by, or affiliated with, its executive officers, directors and members of eachthe Adviser. EachThe Company might not participate in each individual opportunity, but will, on an overall basis, be entitled to participate equitably with other entities managed by the AdvisersAdviser and theirits affiliates. EachThe Adviser is committed to treating all clients fairly and equitably such that none receive preferential treatmentvis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata allocations or may result in situations where certain funds or accounts receive allocations where others do not.

Pursuant to eachthe Investment Advisory Agreement, eachthe Adviser’s liability is limited and the applicable Company is required to indemnify its Adviser against certain liabilities. This may lead eachthe Adviser to act in a riskier manner

development company shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

EachThe Board has determined that each of the current directors is, and each director that served during fiscal year 2019,2022, was independent and has no relationship with the Company, except as a director and stockholder of the Company, with the exception of Messrs. Goldthorpe, Dell and Moffitt.Mr. Goldthorpe.

Evaluation

EachThe Company’s directors perform an evaluation, no less frequently than annually, of the effectiveness of suchthe Company’s Board and its committees. This evaluation includes Board and Board committee discussions.

Communications with Directors

Stockholders and other interested parties may contact any member (or all members) of eitherthe Company’s Board by mail. To communicate with eitherthe Board, any individual director or any group or committee of directors, correspondence should be addressed to such Board or any such individual director or group or committee of

The current members of PTMN’s Audit Committee are Messrs. Duka, Grunebaum, Lacovara and Warshauer and of BCPL’sthe Company’s Audit Committee are Messrs. Duka, Grunebaum and Warshauer, each of whom is not an interested person of suchthe Company as defined in the 1940 Act and in the case of PTMN is independent for purposes of the Nasdaq listing rules.Act. Mr. Warshauer serves as the Chairman of the PTMN and BCPL Audit Committees. PTMN’sCommittee. The Company’s Board has determined that Mr.Messrs. Grunebaum and Warshauer each is an “audit committee financial expert” as defined under SEC rules. EachThe Company’s Audit Committee met five (5)four times during fiscal year 2019.

Compensation Committee

The PTMN Board has established a Compensation Committee. The Compensation Committee is currently composed of Messrs. Duka, Grunebaum, Kehler and Warshauer. Mr. Duka serves as Chairman of the Compensation Committee. The Board has determined that each member of the Compensation Committee is not an interested person of PTMN as defined in the 1940 Act and is independent for purposes of the Nasdaq listing. Prior to the Externalization, the Compensation Committee determined compensation for the Company’s named executive officers, in addition to administering the Company’s equity compensation plans. Currently none of the Company’s executive officers is compensated by the Company and, as a result, the Compensation Committee will no longer produce and/or review a report on executive compensation practices. The Compensation Committee Charter, as approved by the Board, can be found in the Corporate Governance section of PTMN’s website at www.PortmanRidge.com.

Prior to the Externalization, the Compensation Committee’s functions included examining the levels and methods of compensation employed by PTMN with respect to the Chief Executive Officer andnon-CEO officers, making recommendations to the Board with respect tonon-CEO officer compensation, reviewing and approving the compensation package of the Chief Executive Officer, making recommendations to the Board with respect to incentive compensation plans and equity-based plans, reviewing management succession plans, making administrative and compensation decisions under equity compensation plans approved by the Board and making recommendations to the Board with respect to grants thereunder, administering cash bonuses, and implementing and administering the foregoing. PTMN’s Compensation Committee is currently responsible for reviewing and approving the reimbursement by PTMN of the allocable portion of the compensation of its chief financial officer and chief compliance officer and their respective staffs and othernon-investment professionals at Sierra Crest that perform duties for PTMN. In accordance with its Charter, the Compensation Committee may delegate its authority to a subcommittee. PTMN’s Compensation Committee met four (4) times during fiscal year 2019.2022.

Nominating and Corporate Governance CommitteesCommittee

EachThe Company’s Nominating and Corporate Governance Committee is responsible for determining criteria for service on the applicable Board, identifying, researching and nominating directors for election by its stockholders, selecting nominees to fill vacancies on suchthe Board or a committee of suchthe Board, developing and recommending to suchthe Board a set of corporate governance principles and overseeing the self-evaluation of suchthe Board and its committees and evaluation of management.

The members of eachthe Company’s Nominating and Corporate Governance Committee are Messrs. Duka, Grunebaum and Warshauer, each of whom is not an interested person of suchthe Company as defined in the 1940 Act and is independent for purposes of the Nasdaq listing rules in the case of PTMN.Act. Mr. Grunebaum serves as the Chairman of the PTMN and BCPL Nominating and Corporate Governance Committees. EachThe Nominating and Corporate Governance Committee met three (3) times for PTMN and two (2) times for BPCLone time during fiscal year 2019.2022.

EachThe Company’s Nominating and Corporate Governance Committee considers qualified director nominees recommended by stockholders of suchthe Company when such recommendations are submitted in accordance with either suchthe Company’s bylaws and any other applicable law, rule or regulation regarding director nominations. Stockholders of athe Company may submit candidates for nomination for suchthe Company’s Board by writing to: Board of Directors, Portman Ridge Finance Corporation or BC Partners Lending Corporation, as applicable, 650

Madison Avenue, New York, New York 10022. When submitting a nomination for consideration, a stockholder must provide certain information about each person whom the stockholder proposes to nominate for election as a director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person;

review and discuss, for nomination, the individuals meeting the criteria of the Nominating and Corporate Governance Committee. Research may also be performed to identify qualified individuals. The Nominating and Corporate Governance Committee of eachthe Company has not, but may choose to, engage an independent consultant or other third party to identify or evaluate or assist in identifying potential nominees to suchthe Company’s Board.

PTMN Compensation Committee Report

The Compensation Committee reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, have recommended to the PTMN Board that the Compensation Discussion and Analysis should be included in this proxy statement.

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis provides you with a detailed description of PTMN’s executive compensation philosophy and programs, the compensation decisions that have been made under those programs, and the factors that have been considered in making those decisions, prior to the Externalization. The Compensation Discussion and Analysis focuses on the compensation of PTMN’s named executive officers for the year ended December 31, 2019 (referred to as “named executive officers” in this proxy statement), who were:

As described in greater detail below, the primary objectives of the PTMN’s executive compensation programs prior to the Externalization were to attract, retain and motivate the best possible executive talent. The table below highlights these executive compensation practices and compensation components for 2019.

Overview of Executive Compensation Principles

Unless otherwise indicated, the discussion and analysis below relates to compensation of named executive officers of the Company.

Executive compensation in 2019 reflected PTMN’s forthcoming Externalization, the financial market conditions as well as the Company’s operating performance.

In addition, at the Company’s 2019 Annual Meeting of the Shareholders, PTMN held anon-binding stockholder vote to approve the compensation paid to its named executive officers in 2018, commonly referred to as a“say-on-pay” vote. PTMN’s stockholders approved such compensation by anon-binding, advisory vote with approximately 84% of the votes submitted on the proposal voting in favor of the resolution. The Board considered the results of this vote and views this vote as confirmation that PTMN’s shareholders supported PTMN’s executive compensation policies and decisions prior to the Externalization.

Primary Objectives

The primary objectives of the Prior PTMN Board’s Compensation Committee with respect to executive compensation were to attract, retain and motivate the best possible executive talent. The focus was to tie short- and long-term cash and equity incentives to achievement of measurable corporate and individual performance objectives and to align executives’ incentives with stockholder value creation. To achieve these objectives, the Compensation Committee maintained compensation plans that tie a substantial portion of executives’ overall compensation to the Company’s operational performance. The structure of the executives’ base and incentive compensation was designed to encourage and reward the following:

Benchmarking of Compensation

Management prior to the Externalization developed PTMN’s compensation plans by utilizing publicly available compensation data and subscription compensation survey data for national and regional companies in the middle market lending industry and in particular other publicly-traded, internally managed business development companies (“BDCs”). PTMN believed that the practices of this group of companies provided PTMN with appropriate compensation benchmarks because these companies had similar organizational structures and tended to compete with PTMN for executives and other employees. For benchmarking executive

compensation, PTMN typically reviewed the compensation data that was collected from the complete group of companies, as well as a subset of the data from those companies that have a similar number of employees and a similar investment portfolio as PTMN.

Pay-for-Performance Philosophy

Based on management’s analyses and recommendations, the Compensation Committee approved apay-for-performance compensation philosophy. PTMN worked within the framework of thispay-for-performance philosophy to determine each component of an executive’s initial compensation package based on numerous factors, including:

Setting and Assessment of Performance Goals; Role of Chief Executive Officer

The Compensation Committee also implemented an annual performance management program, under which, prior to the Externalization, annual performance goals were determined and set forth in writing at the beginning of each calendar year for the Company as a whole and for each individual employee. Annual corporate goals were proposed by management and were approved by the Prior PTMN Board at the end of each calendar year for the following year. These corporate goals targeted the achievement of specific strategic, operational and financial milestones. Annual individual goals focused on contributions which facilitate the achievement of the corporate goals and were set during the first quarter of each calendar year. Individual goals were proposed by each employee and approved by his or her direct supervisor. The Chief Executive Officer’s goals were approved by the Compensation Committee. Annual salary increases, annual bonuses and annual restricted stock awards granted to the Company’s employees were tied to the achievement of these corporate and individual performance goals.

Prior to the Externalization, the performance goals for the Company’s Chief Executive Officer and other executive management were considered in the context of the performance of the broader financial industry and were as follows:

The Company believed that the performance goals were realistic “stretch” goals that should have been reasonably attainable by management.

Prior to the Externalization, during the fourth calendar quarter of each year, the Company evaluated individual and corporate performance against the written goals for the recently completed year. Consistent with the Company’s compensation philosophy, each employee’s evaluation began with a written self-assessment, which was submitted to the employee’s supervisor. The supervisor then prepared a written evaluation based on the employee’s self-assessment, the supervisor’s own evaluation of the employee’s performance and input from others within the Company. The Company’s executive officers, other than the Chief Executive Officer, submitted their self-assessments to the Chief Executive Officer, who performed the individual evaluations and submitted recommendations to the Compensation Committee for bonuses. In the case of the Chief Executive Officer, his individual performance evaluation was conducted by the Compensation Committee

In the first quarter of 2019, in connection with the Externalization, the Compensation Committee determined that each named executive officer met their targets and was entitled to a prorated portion of their annual bonus as provided in their Employment Agreements prior to the Externalization.

Our Compensation Policies and Practices as They Relate to Risk Management

In accordance with the applicable disclosure requirements, to the extent that risks may arise from PTMN’s compensation policies and practices that are reasonably likely to have a material adverse effect on PTMN, PTMN is required to discuss those policies and practices for compensating the employees of PTMN (including employees that are not named executive officers) as they relate to PTMN’s risk management practices and the possibility of incentivizing risk-taking.

The Compensation Committee evaluated the policies and practices of compensating PTMN’s employees prior to the Externalization in light of the relevant factors, primarily that compensation was solely comprised of base salary to properly compensate employees prior to the Externalization. Additionally, no cash incentive, annual bonus or equity awards were granted or paid in light of the Externalization transaction.

Based on such evaluation, the Compensation Committee determined that PTMN’s prior policies and practices were not reasonably likely to have a material adverse effect on PTMN.

Compensation Components

PTMN’s compensation package consisted of the following components in 2019, each of which PTMN deemed instrumental in motivating and retaining its executives:

Base Salary

Base salaries for PTMN’s executives were established based on the scope of their responsibilities and their prior relevant background, training and experience, taking into account competitive market compensation paid by the companies represented in the compensation data PTMN reviews for similar positions and the overall market demand for such executives at the time of hire. An executive’s base salary was also evaluated together with other components of the executive’s compensation to ensure that the executive’s total compensation was in line with the PTMN’s overall compensation philosophy.

Annual Bonus

PTMN’s compensation program included eligibility for an annual performance-based cash bonus in the case of all executives and certain senior,non-executive employees prior to the Externalization. The amount of the cash bonus depended on the level of achievement of the stated corporate and individual performance goals. The terms of any bonus compensation that each of Messrs. Pearson, Gilpin, Corless, and Gilligan were entitled to are set forth in each of their respective employment agreements, descriptions of which are set forth below. See “Executive Compensation — Employment Agreements.” In connection with the Externalization and prior to each

of Messrs. Pearson, Gilpin, Corless, and Gilligan’s separation from PTMN, the Compensation Committee determined that each officer was entitled to a prorated portion of their annual cash bonus

The annual bonus awards paid to the named executive officers with respect to 2018 (shown in the“Non-Equity Incentive Plan” column of the Summary Compensation Table below) were at their existing target bonus amounts prorated for the length of service prior to their separation from PTMN.

Other Compensation

PTMN maintained broad-based benefits and perquisites that were provided to all employees, including health, life and disability insurance, a savings plan, and a 401(k) plan. In addition, PTMN participated in a defined contribution plan for its executive officers and employees. In particular circumstances, PTMN also utilized cash signing bonuses when certain executives and seniornon-executives joined the Company. Such cash signing bonuses typically either vested during a period of less than a year or were repayable in full to the Company if the employee recipient voluntarily terminated employment with the Company prior to the first anniversary of the date of hire. Whether a signing bonus is paid and the amount thereof are determined on acase-by-case basis under the specific hiring circumstances.

Termination-Based Compensation

Severance. The terms of any severance based compensation that each of Messrs. Pearson, Gilpin, Corless and Gilligan received in connection with each of their respective employment agreements and upon their separation from PTMN in connection with the Externalization are set forth below. See “Executive Compensation — Employment Agreements.”

Acceleration of vesting of equity-based awards. In general, all unvested options and unvested shares of restricted common stock held by an employee were forfeited immediately upon that employee’s termination, whether or not for cause. In connection with the Externalization, all equity-based awards were canceled and vested awards were cashed out as previously disclosed.

Change in Control. Upon a change in control followed by certain types of termination of employment, the named executive officers were eligible to receive enhanced severance and equity vesting. See “Executive Compensation — Employment Agreements.”

Summary Compensation Table

The following table shows the compensation paid or accrued during the fiscal years ended December 31, 2019, 2018 and 2017 to or with respect to the Company’s named executive officers. Effective April 1, 2019, each of Messrs. Pearson, Gilpin, Corless and Gilligan ceased to be an employee of PTMN (see “Potential Payments Upon Termination or Change in Control”). Mr. Goldthorpe was appointed Chief Executive Officer of PTMN after the Externalization and does not receive any compensation.

The Savings Plan is a 401(k) plan, and PTMN matched an individual’s contribution up to apre-set amount according to a specific formula.

2019 All Other Compensation Table

Grants of Plan-Based Awards in Fiscal Year 2019

The Company did not make any grants of plan-based equity awards to its named executive officers during the fiscal year ended December 31, 2019.

Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information regarding the ratio of the total annual compensation for our principal executive officers to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). As one of our Chief Executive Officers during the fiscal year ended December 31, 2019, Mr. Goldthorpe’s total compensation for 2019 was $0 as reflected in the Summary Compensation Table included in this proxy statement. The total compensation of our median employee, excluding our Chief Executive Officer, for 2019 was $0 due to the Externalization and PTMN having no employees as further described below. As a result, we are unable to provide a pay ratio number for 2019.

In 2017, we selected December 31, 2017 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our employees (other than our Chief Executive Officer) for 2017. As of December 31, 2017, our employee population consisted of 24 individuals (excluding our Chief Executive Officer), all located in our New York, New York office. To identify our median employee, we compared the annual total compensation for each of our employees, as determined in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, which included salary, bonus, restricted stock awards, employer contributions to employee accounts in our 401(k) plan, and company- paid life insurance premiums. In making this determination, we annualized the compensation of nine employees who were hired in 2017 but did not work for us the entire fiscal year. Given that we had an even number of employees (excluding our Chief Executive Officer) in the employee population for 2017, the calculation of the compensation of the median employee was the average compensation of our 12^th and 13^th highest paid employees. We used the same employee for our determination for the fiscal year ended December 31, 2018. However, for 2019 and in light of the changes in our employee population and employee compensation arrangements, we have determined there has been a significant impact on the median employee determination for 2019. Accordingly, we have not used the same median employee we identified in 2017 for purposes of calculating our CEO Pay Ratio for 2019 due to PTMN no longer employing individuals or compensating them as a result of the Externalization. During the last three months of 2019, we had no employees and therefore no median employee.

Employment Agreements

During 2019, the Company was a party to employment agreements with Messrs. Pearson, Gilpin, Corless and Gilligan prior to the Externalization. Each of Messrs. Pearson, Gilpin, Corless and Gilligan received their salary, bonus, stock awards and benefits pursuant to their employment agreements with the Company.

Employment Agreements, dated May 5, 2015, with Dayl W. Pearson, Edward U. Gilpin, R. Jon Corless and Daniel P. Gilligan

On May 5, 2015, the Company entered into employment agreements with Messrs. Pearson, Gilpin, Corless and Gilligan. The employment agreements were effective as of May 5, 2015 and superseded and replaced each executive’s previous employment agreement. The initial term of the employment agreement ended on December 31, 2015, subject to automatic extendedone-year renewals thereafter (unless either party provides prior written notice not later than 30 days’ prior to the expiration of the then current term). As of April 1, 2019, each named executive officer became an employee of BC Partners Advisors. Messrs. Pearson and Corless have since ceased to be employees of BC Partners Advisors.

Under the terms of their employment agreements, Messrs. Pearson, Gilpin, Corless and Gilligan were entitled to receive an annual base salary of $550,000, $400,000, $310,000 and $275,000, respectively, (subject to increase from time to time by the Board of Directors) and were eligible to earn annual discretionary performance-based cash bonuses with targeted amounts of $800,000, $400,000, $250,000 and $175,000, respectively, to be paid on or about January 31 of the succeeding calendar year.

Under the terms of the employment agreements, in the event of the termination of the executive’s employment for any reason, the executive was entitled to receive (i) any base salary earned but not paid through the date of termination, (ii) any accrued but unused vacation pay calculated through the date of termination, (iii) any accrued but unpaid expense reimbursements calculated through the date of termination and (iv) any benefits provided under the terms of any Company benefit plan or program.

Under the terms of each employment agreement, in the event of an executive’s termination of employment by the Company without cause (as defined in the employment agreement), by the executive for good reason (as defined in the employment agreement), or due to the executive’s death or disability, the executive will, for a 12 month “severance period” following termination (i) continue to be paid his or her annual base salary, and (ii) receive a monthly payment equal to theafter-tax amount of the executive’s monthly premium for COBRA continuation coverage under our health benefit plan. In addition, the executive will receive aone-time payment equal to the prorated amount of executive’s average annual bonus for the three calendar years preceding termination.

If the executive is terminated without cause or for good reason within 24 months following a change in control of the Company (as defined in the employment agreement), the executive will receive the above-described severance payments, except that the “severance period” will be 24 months instead of 12 months, and the executive will be fully vested in all outstanding equity and equity-based awards.

The employment agreements contained a provision for the protection of our confidential information, and provide for aone-yearnon-compete period and atwo-yearnon-solicit period following the executive’s termination of employment for any reason. In the event of a termination without cause or for good reason, the executive may request that his or herone-yearnon-compete period be shortened, and if the Company grants such request, it will have no further obligation to make the salary continuation and COBRA premium severance payments.

Outstanding Equity Awards at 2019 FiscalYear-End

There were no unvested stock awards outstanding on December 31, 2019, the last day of the Company’s fiscal year, held by each of the named executive officers then in office.

Option Exercises and Stock Vested in Fiscal Year 2019

The named executive officers in office for the fiscal year ended December 31, 2019 did not hold or exercise any stock options during the fiscal year. The shares of restricted stock held by such named executive officer that vested in the fiscal year ended December 31, 2019 are set forth in the table below. The shares set forth below vested immediately prior to closing of the Externalization on April 1, 2019.

Potential Payments Upon Termination or Change of Control

Change of Control Arrangements in the Company’s Equity Incentive Plan

Under the KCAP Financial Inc. 2017 Equity Incentive Plan (the “Equity Incentive Plan”), which was terminated in connection with the Externalization, in the event of a Covered Transaction (as defined below), all outstanding, unexercised options, restricted stock awards and other stock-based awards granted under the Equity Incentive Plan would have terminated and ceased to be exercisable, and all other awards to the extent not fully vested (including awards subject to conditions not yet satisfied or determined) would have been forfeited, provided that the Board could have in its sole discretion on or prior to the effective date of the Covered Transaction take any (or any combination of) the following actions, as to some or all outstanding awards:

Under the Equity Incentive Plan, a “Covered Transaction” was considered a (i) sale of shares of the Company’s common stock, consolidation, merger, or similar transaction or series of related transactions in which the Company was not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding shares of common stock by a single person or entity or by a group of persons and/or entities acting in concert; (ii) a sale or transfer of all or substantially all of the Company’s assets; or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involved a tender offer that was reasonably expected to be followed by a merger described in clause (i) (as determined by the Board), the Covered Transaction would have been deemed to have occurred upon consummation of the tender offer.

Termination of Employment Provisions in the Company’s Equity Incentive Plan

Unless the Board expressly provided otherwise (or except as provided for in an award agreement or employment agreement), immediately upon the cessation of employment or services of a participant in the Equity Incentive Plan in effect prior to the Externalization, all awards to the extent not already vested terminate and all awards requiring exercise ceased to be exercisable and terminate, except that:

Under the Equity Incentive Plan, “Cause” has the same meaning as provided in the employment agreement between the participant and the Company or its affiliate, provided that if the participant is not a party to any such agreement, “Cause” meant (i) the participant’s repeated material failure to perform (other than by reason of the participant’s disability), or gross negligence in the performance of, participant’s duties and responsibilities to the Company or any of its affiliates which is not cured within thirty (30) days after written notice; (ii) participant’s material breach of any written employment agreement between participant and the Company or any of its affiliates which is not cured within thirty (30) days after written notice; (iii) commission of a felony involving moral turpitude or fraud with respect to the Company or any of its affiliates; (iv) participant being sanctioned by a federal or state government or agency with violations of federal or state securities laws in any judicial or administrative process or proceeding, or having been found by any court to have committed any such violation; or (v) participant’s failure to comply with (A) any material Company policy, including without limitation, all Company Codes of Ethics, policies, procedures and handbooks, applicable to such participant or (B) any legal or regulatory obligations or requirements of participant, including, without limitation, failure of participant to provide any certifications as may be required by law which is not cured within thirty (30) days after written notice.

The Board may have provided in the case of any award for post-termination exercise provisions different from those set forth above, including, without limitation, terms allowing a later exercise by a former employee (or, in the case of a former employee who is deceased, the person or persons to whom the award is transferred by will or the laws of descent and distribution) as to all or any portion of the award not exercisable immediately prior to termination of employment or other service, but in no case may an award be exercised after the latest date on which it could have been exercised had there been no cessation of employment or services.

In connection with the closing of the Externalization, the Company terminated the Equity Incentive Plan and will no longer make grants pursuant to the plan.

Termination of Employment Provisions in Employment Agreements

The termination provisions in effect prior to the Externalization are set forth in the discussion of the employment agreements above.

In connection with the Externalization, Messrs. Pearson, Gilpin, Corless and Gilligan were paid $500,000, $0, $310,000 and $295,000, respectively, upon the termination of each officer’s Employment Agreement and separation from PTMN. Each also vested in the following number of shares that were subject to outstanding awards: 44,514 with a value of $161,141, 19,292 with a value of $69,837, 17,232 with a value of $62,380, and 22,778 with a value of $82,456, respectively as of April 1, 2019, on which the shares vested

Compensation Committee Interlocks and Insider Participation

No interlocking relationship, as defined by the rules adopted by the SEC, existed during the year ended December 31, 2019 between any member of the Board or the Compensation Committee and an Executive Officer of the Company.

Director Compensation

The following table sets forth compensation of eachthe Company’s directors for the fiscal year ended December 31, 2019 (other than Mr. Pearson, who was a named executive officer and whose compensation is reflected in the Summary Compensation Table above):2022:

PTMN

Current Board Fees

Effective April 1, 2019, each independent director of the Current PTMN Board is paid an annual board retainer of $70,000. In addition, the lead independent director will receive $10,000, the Chair of the Company’s Audit Committee will receive $10,000, the Chair of the Company’s Nominating and Corporate Governance Committee will receive $5,000 and the Chair of the Company’s Compensation Committee will receive $5,000. In addition, the Company reimburses independent directors for anyout-of-pocket expenses related to their service as members of the Board of Directors. The independent directors of the Current Board do not receive any stock-based compensation for their service as members of the Board of Directors. The Company’s directors who are employed by BC Partners Advisors do not receive any compensation for their service as members of the Board of Directors.

Prior Board Fees

Prior to the Externalization, as compensation for serving on the Prior PTMN Board, each of the Independent Directors who served in such capacity in 2018 received an annual fee of $60,000 and thenon-executive Chairman of the Board of Directors received an additional annual fee of $40,000. In addition, each of the Independent Directors received $1,500 per Board meeting attended in person and $750 per Board meeting attended telephonically. Employee directors and Interested Directors did not receive compensation for serving on the Board. Independent Directors who served on Board committees received cash compensation in addition to the compensation they received for service on the Board. The chairperson of the Company’s Audit Committee received an additional $10,000 per year, the lead independent director received an additional $5,000 per year, and the chairperson of each other committee of the Board received an additional $5,000 per year and all committee members received an additional $500 for each committee meeting they attended. The Company also reimbursed its directors for their reasonableout-of-pocket expenses incurred in attending meetings of the Board.

Pursuant to the 2017Non-Employee Director Plan, the Independent Directors and other directors who were not officers or employees of the Company(“Non-Employee Directors”) may have been issued restricted stock as a portion of their compensation for service on the Board in accordance with the terms of exemptive relief granted by the SEC in August 2008.

BCPL

For fiscal year 2020,2023, the independent directors of BCPL will receive an annual retainer fee of $50,000. No compensation was paid to directors who were interested persons of BCPL as defined in the 1940 Act. The Company does not have a standing compensation committee as the independent directors of BCPL determine compensation for directors and executive officers. The independent directors of BCPL review and determine their compensation. The independent directors review and approve the reimbursement by the Company of the allocable portion of the compensation of its chief financial officer and chief compliance officer and their respective staffs and other non-investment professionals at the Investment Adviser that perform duties for the Company.

Audit-Related Fees.Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of eachthe Company’s financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees.Fees. Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state and local tax compliance.

All Other Fees.Fees. All other fees would include fees for products and services other than the services reported above.

AggregateNon-Audit Fees.FeesAggregate. There were not any aggregate non-audit fees billed by KPMG and EYDeloitte to the AdvisersAdviser and theirits affiliates who provideon-going services to the CompaniesCompany during the fiscal year ended December 31, 2019 were $— and $—, respectively. Each2022. The Company’s Audit Committee does not consider the provision of such services to be incompatible with maintaining KPMG’sDeloitte’s independence.

Pre-Approval Policy

EachThe Audit Committee has established apre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by eachthe Company’s independent registered public accounting firm. The policy requires that the Audit Committeepre-approve the audit andnon-audit services performed by the independent registered public accountant(s) in order to assure that the provision of such service does not impair the accountant’s independence.

Any requests for audit, audit-related, tax and other services that have not received generalpre-approval must be submitted to the respective Audit Committee for specificpre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally,pre-approval is provided at regularly scheduled meetings of the Audit Committee.

Review with Management

EachThe Audit Committee has reviewed the audited consolidated financial statements and met and held discussions with management regarding the audited consolidated financial statements. Management has

Audit CommitteesCommittee of eachthe Company recommended that the respective Board include the audited financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 20192022 for filing with the SEC.

Robert Warshauer, Chairman

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR PTMN

The Compensation Discussion and Analysis above in this proxy statement describes PTMN’s executive compensation program and the compensation decisions that the Compensation Committee and Prior PTMN Board made for the year ended December 31, 2019, prior to the Externalization, with respect to the compensation of the named executive officers of PTMN. At PTMN’s 2017 annual meeting of stockholders, PTMN stockholders indicated their preference to hold thenon-binding stockholder vote to approve the compensation of our named executive officers each year. As a result of the Externalization, PTMN no longer has any employees or compensation and therefore this is the last year this proposal will be included in the proxy statement. The PTMN Board is asking shareholders to cast anon-binding, advisory vote FOR the following resolution:

“RESOLVED, that the compensation paid to PTMN’s named executive officers for the year ended December 31, 2019 as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

This proposal, which is sometimes referred to as a“say-on-pay vote,” is provided as required pursuant to Section 14A of the Exchange Act.

As described in the Compensation Discussion and Analysis, PTMN’s executive compensation program prior to the Externalization embodied apay-for-performance philosophy that supported PTMN’s business strategy and aligned the interests of its executives with those of its stockholders, with the objective of attracting, retaining and motivating the best possible executive talent and avoiding risks that would be reasonably likely to have a material adverse effect on PTMN. For these reasons, the PTMN Board is asking stockholders to support this proposal. Although the vote the PTMN Board is asking you to cast isnon-binding, the Compensation Committee and the PTMN Board value the views of stockholders.

Required Vote

The affirmative vote of the holders of a majority of the shares of common stock of PTMN represented at the Annual Meeting in person or by proxy is required for the approval of thenon-binding resolution in this proposal. Pursuant to applicable broker rules, brokers will not have discretionary authority to vote on this proposal and, therefore, brokernon-votes will not be included in vote totals and will not affect the outcome of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Abstentions will have the same effect as a “no” vote on the approval of the resolution in this proposal. Unless otherwise indicated, the persons named in the proxy will vote all proxies in favor of this proposal. As an advisory vote, this proposal is not binding upon PTMN. Additionally, the Compensation Committee is no longer responsible for designing and administering PTMN’s executive compensation program as a result of the Externalization, as defined under “Explanatory Note Regarding the Externalization.”

The PTMN Board unanimously recommends a vote “FOR” the advisory proposal to approve the compensation paid to PTMN’s named executive officers.

Whether or not you expect to participate in the virtual Annual Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote via the Internet or telephone, or request, sign, date and return a proxy card so that you may be represented at the Annual Meeting. The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/PTMN2020 if you are a PTMN stockholder and/or www.virtualshareholdermeeting.com/BCPL2020 if you are a BCPL stockholderBCPLPR2023 and in each case, enter the16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the proxy card you received, or in the instructions that accompanied your proxy materials. Onlinecheck-in will begin at 8:11:45 a.m., Eastern Time.