UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-35694
Garrison
Capital Inc.*
(Exact name of registrant as specified in its charter)
Address: 1270 Avenue of the Americas, Suite 804, New York, NY 10020 Telephone number: (212) 372-9508
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.001 per share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an
X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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☒
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Rule 12g-4(a)(2)
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☐
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Rule 12h-3(b)(1)(i)
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☒
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Rule 12h-3(b)(1)(ii)
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☐
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Rule 15d-6
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☐
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Rule 15d-22(b)
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☐
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Approximate number of holders of record as of the certification or notice date: None*
Explanatory Note:
*On October 28, 2020, Portman Ridge Finance Corporation, a Delaware corporation (“PTMN”), completed its previously announced acquisition of
Garrison Capital Inc., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 24, 2020, by and among PTMN, Citadel Acquisition Sub Inc., a
Delaware corporation and a direct wholly owned subsidiary of PTMN (“Acquisition Sub”), the Company and Sierra Crest Investment Management LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, Acquisition Sub was
merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of PTMN (the “First Merger”). Immediately following the First Merger, the Company was merged with and into
PTMN, with PTMN continuing as the surviving corporation (the “Second Merger”). As a result of, and as of the effective time of, the Second Merger, the Company’s separate corporate existence ceased.