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    October 15, 2019

    VIA EDGAR

    Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.W.

    Washington, D.C. 20549

    Attn: Deborah O’Neal-Johnson and Kathy Churko

            Re:

            Portman Ridge Finance Corporation;

            Form N-14, File No. 333-233664

    Dear Ms. O’Neal-Johnson and Ms. Churko:

    On behalf of Portman Ridge Finance Corporation (“PTMN”), we are providing the following responses to comments received by telephone from the staff of the Securities and Exchange Commission (the “Commission”) on October
      3, 2019 relating to PTMN’s Form N-14 filed with the Commission on September 6, 2019 (the “Registration Statement”). Please note that all page numbers in our responses are references to the page numbers of the Registration Statement.  All capitalized
      terms used but not defined in this letter have the meanings given to them in the Registration Statement.

    Accounting Comments

              1.

                The first sentence in the second full paragraph on page 7 states that the Merger “will not qualify as a reorganization if the fair market value of the PTMN Common Stock received by OHAI Stockholders in the Merger does not equal or
                  exceed 40% of the aggregate consideration.”  Please supplementally advise us whether the Merger would have qualified as a reorganization had it occurred on June 30.

    PTMN confirms that, had the Merger occurred on June 30, 2019, more than 40% of the aggregate consideration received by OHAI Stockholders would have been comprised of PTMN Common Stock, and the Merger would have qualified as a reorganization.

              2.

                On page 9, the second full paragraph in the “Merger Structure” section indicates that “PTMN Stockholders will own approximately 83% of the outstanding PTMN Common Stock and former OHAI Stockholders will own approximately 17% of the
                  outstanding PTMN Common Stock.”  Please supplementally provide support for these calculations.

    As of June 30, 2019, PTMN had 37,356,061 shares outstanding and total net assets of $139,177,591. OHAI had net assets of $37,006,062. If the Merger had been consummated on June 30, 2019, PTMN would have issued 7,384,831 shares (after accounting
      for anticipated expenses of both parties related to the transaction). PTMN’s calculation of the pro forma ownership of the combined entity among existing PTMN Stockholders and OHAI Stockholders is below:

            A.          Shares of PTMN Prior to Merger

            37,356,061 shares

            (83.494% of Line C)

            B.          Shares issued to OHAI Stockholders

            (19.769% of Line A)

            7,384,831 shares

            (16.506% of Line C)

            C.          Pro forma outstanding shares of PTMN Common Stock

            (Line A + Line B)

            44,740,892 shares

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              3.

                On page 15, the Registration Statement states that “[b]ased on the number of outstanding shares of OHAI Common Stock as of June 30, 2019, the net asset value per share of PTMN Common Stock and the net asset value per share of OHAI
                  common stock on such date, PTMN would issue approximately 7,433,856 shares of PTMN Common Stock pursuant to the Merger Agreement.”  Please supplementally confirm whether this number means that PTMN would have issued common stock equal to
                  more or less than 19.9% of the number of issued and outstanding shares of PTMN Common Stock immediately prior to the Effective Time. If applicable, please clarify this in this disclosure that PTMN would have been required to increase the
                  cash consideration payable to OHAI Stockholders had the Merger been consummated on June 30, 2019.

    PTMN would have issued new shares of PTMN Common Stock equal to 19.769% of the number of issued and outstanding shares immediately prior to the Merger if it had occurred on June 30, 2019. Accordingly, PTMN would not have been required to increase
      the cash consideration payable to OHAI Stockholders above $8 million if the Merger had occurred on June 30, 2019. The relevant disclosure has been revised to reflect the correct number of shares that would have been issued on June 30, 2019.

              4.

                In the “Risks Relating to an Investment in OHAI’s Securities” section on page 60, the Registration Statement provides that OHAI’s shares currently trade at a substantial discount.  If this discount will be allocated to OHAI assets, or
                  result in a day-one gain or loss, please revise this disclosure accordingly.  Please refer to FASB ASC 805, Business Combinations, as the Staff believes the transaction may be deemed an asset acquisition under FASB ASC 805.

      PTMN agrees with the Staff’s position and has revised the pro forma financial statements to reflect a day-one unrealized gain, determined by comparing the
        fair value of consideration given (using the market value of Portman Ridge stock on June 30, 2019, plus cash consideration) to the fair value of the net assets acquired. The discount has been allocated to the investments acquired, which will
        accrete (to par) over the remaining lives of those investments. To the extent that one of those investments is sold in the future at price in excess of its then amortized cost (such amortized cost reflecting accumulated accretion from the date of
        acquisition), then such sale will result in a realized gain, which gain would be considered in the determination of the capital gain incentive fees payable by PTMN to Sierra Crest. Additional disclosure has been added to the pro forma financial
        statements regarding the day-one unrealized gain and the potential to impact future capital gain incentive fees.

              5.

                In the “Comparative Fees and Expenses” table on page 62:

              a.

                Please confirm that the amounts represent the current expenses of PTMN and OHAI.  In addition, please indicate that PTMN is the acquiring fund and that OHAI is the target fund in the table.

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    The annualized expenses shown for PTMN are based on actual expenses for the quarter ended June 30, 2019, to account for the fact that PTMN transitioned from an internal management structure to an external management structure effective April 1,
      2019. The actual expenses shown for PTMN exclude a non-recurring lease impairment charge, as disclosed in footnote 7 to the fees and expenses table. Similarly, the “actual” amounts presented in the table with respect to OHAI reflect the annualized
      actual amounts incurred by OHAI during the three months ended June 30, 2019, excluding costs related to the strategic alternative review process.  PTMN and OHAI excluded the non-recurring lease impairment charge and the costs related to the strategic
      alternative review process, respectively, because including these non-recurring charges would overstate their annualized expense estimates. Support for these calculations is attached hereto as Exhibit A. The table has been revised to indicate that
      PTMN is the acquiring fund and that OHAI is the target fund in connection with the proposed merger transaction.

              b.

                OHAI’s incentive fees are shown as 0.00%.  However, the Selected Consolidated Financial Data of OHAI on page 68 shows OHAI’s incentive fees as 0.4% for the six months ended June 30, 2019.  Please confirm that the incentive fees line
                  item on page 62 is accurate.

    OHAI’s incentive fee of 0.4% in the “Selected Consolidated Financial Data” table on page 68 represents the capital gains incentive fee accrual as of June 30, 2019, which OHAI is required under U.S. GAAP to accrue during the year but is
      determinable and payable in arrears as of the earlier of the end of each fiscal year or the termination of the investment advisory agreement. However, based on OHAI’s investment portfolio activity and preliminary portfolio valuations subsequent to
      June 30, 2019, OHAI estimates the capital gains incentive fee to be approximately $46,000, or 0.12% of net asset value.  As a result, we have revised the “Comparative Fees and Expenses” table in the Registration Statement to reflect the foregoing
      information.

              c.

                Please supplementally provide support for the pro forma “other expenses” calculation of 3.71%.

      Support for these calculations is attached hereto as Exhibit B.

              d.

                Please supplementally explain why the 16.32% total annual expenses shown for PTMN in the fees and expenses table is lower than the expenses shown in the PTMN Consolidated Financial Highlights (unaudited) in the Form 10-Q for the period
                  ended June 30, 2019.

    The 16.32% total annual expenses shown for PTMN reflects PTMN’s second quarter actual expenses included in the Form 10-Q, less a $1.4 million lease impairment charge, on an annualized basis. Disclosure has been added to footnote 8 to the fees and
      expenses table to account for the exclusion of the lease impairment, similar to the disclosure in footnote 7.

              e.

                Please clarify footnote 3 on page 62 to indicate that the pro forma column assumes combined asset as of June 30, 2019. If it does not, please supplementally explain why that is the case.

    PTMN has incorporated the requested revisions.

              f.

                Please supplementally state whether the Merger will result in a realization event for OHA for incentive fee purposes. If so, in footnote 5 on page 62, please provide an estimate of the capital gains incentive fee in both dollars and
                  basis points that will be payable upon termination of OHAI’s investment advisory agreement as a result of the Merger.

    The termination of OHAI’s investment advisory agreement in connection with the Merger will not impact the calculation of the capital gains incentive fee payable thereunder (i.e., it will not result in the realization of gains or losses on any of
      OHAI’s individual investments for purposes thereof). However, such termination would re-establish the date to calculate the capital gains incentive fee amount to be paid to its investment adviser. Under the investment advisory agreement, the capital
      gains incentive fee is determined/calculated on the earlier of (i) December 31 of each year (which is OHAI’s fiscal year end) and (ii) upon termination of the investment advisory agreement.  As noted above, OHAI estimates that a capital gains
      incentive fee in the amount of $46,000 would be currently payable to its investment adviser at the next trigger/determination date set forth in its investment advisory agreement.  Because the Merger is expected to close prior to December 31, 2019,
      the trigger/determination date for the calculation of the capital gains income incentive fee to be paid to its investment adviser will likely be the date of the closing of the Merger.  As a result, OHAI has revised footnote 5 to the table entitled
      “Comparative Fees and Expenses Relating to the Merger” in the “Comparative Fees and Expenses” section to disclose the foregoing information.

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              6.

                Please confirm the numbers in the “Example” on page 63 and supplementally provide support for those calculations.

    PTMN confirms that the numbers related to PTMN in the “Example” are accurate. OHAI has revised the numbers related to OHAI in the “Example” for the reasons noted elsewhere herein. Support for these calculations is attached hereto as Exhibit C.

              7.

                The “Selected Consolidated Financial Data of OHAI” table on page 68 is presented in thousands while the corresponding “Selected Consolidated Financial Data of PTMN” table on page 67 is not.  Please consider conforming the PTMN table to
                  thousands.

    PTMN has incorporated the requested revisions.

              8.

                Please supplementally explain why the amounts for “investments, at fair value” in the PTMN Pro Forma Condensed Consolidated Statement of Financial Condition on page 72 correspond to the capitalization table under “Portfolio and
                  Investment Activity” on page 168 table but do not correspond to the amounts in the PTMN Consolidated Schedule of Investments for June 30, 2019 (unaudited) in the Form 10-Q for the period ended June 30, 2019.

    The amounts for “investments, at fair value” in the PTMN Pro Forma Condensed Consolidated Statement of Financial Condition and capitalization table under “Portfolio and Investment Activity” in the Registration Statement do not include $27,443,091
      of short-term investments. Those short-term investments are accounted for in the “Cash, cash equivalents and restricted cash” and “Other assets” line items. The Consolidated Schedule of Investments in PTMN’s Form 10-Q for the period ended June 30,
      2019 includes short-term investments, and we note that the PTMN Pro Forma Condensed Consolidated Schedule of Investments included in the Registration Statement is identical in that respect.

              9.

                Will there be any unfunded commitments for the combined entity?  If so, please supplementally confirm that PTMN’s assets will provide adequate coverage to satisfy all unfunded commitments of the combined entity.

    It is likely that there will be unfunded commitments for the combined entity at closing of the Merger, and it is anticipated that the combined entity will have adequate coverage to satisfy all such unfunded commitments.

              10.

                On page 75, the Registration Statement states that approximately $7.8 million in cash consideration will be paid to OHAI Stockholders.  However, other parts of the Registration Statement reference $8 million in cash consideration to
                  OHAI Stockholders.  Please revise accordingly or explain supplementally the discrepancy between the two numbers.

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    PTMN has incorporated the requested revisions.

              11.

                In the “PTMN Pro Forma Condensed Consolidated Schedule of Investments” table beginning on page 77:

              a.

                Please confirm that all controlled or affiliated issuers are noted.

    PTMN confirms that all controlled or affiliated issuers are noted in the PTMN Pro Forma Condensed Consolidated Schedule of Investments.

              b.

                Certain investment interest rates/maturity include LIBOR but do not include the LIBOR reference rate.  Please update the table to include the proper reference rates and descriptions for such portfolio companies.

    PTMN has incorporated the requested revisions.

              c.

                The OCI Holdings, LLC entry on page 81 lists the investment interest rate as “LIBOR+ 12.0% cash with a 1.0% floor plus 3.0% PIK.”  Please confirm the accuracy of the description, as the disclosure in footnote 26 appears to be
                  inconsistent.

    The Registration Statement has been revised to eliminate the inconsistency.

              d.

                Please explain why the U.S. Treasury Bill rates are not disclosed.

    The Registration Statement has been revised to disclose the yield on OHAI’s U.S. Treasury Bill rates.

              e.

                Please supplementally explain how skim interest results in a higher interest rate spread, as noted in footnote 30.

    ClearChoice has debt in the form of a term loan and a revolver that are pari passu and both accrue interest at LIBOR+650bps.  A small amount of the term loan was tranched out to a third party lender on a first-out basis at a lower LIBOR spread.
      The difference between 6