180 Degree Capital Corp. Notes Filing of Updated Preliminary Joint Proxy Statement/Prospectus for Proposed Business Combination with Mount Logan Capital Inc.
- Conversion to US GAAP improved Mount Logan's financial metrics, with fee-related earnings of $9.1 million
- Combined entity will have substantial shareholder equity value of nearly $140 million
- Strong shareholder support indicated through voting agreements
- Potential for NAV to become price floor rather than ceiling after conversion to operating company
- 180 Degree Capital shareholders' portion would exceed current NAV based on December 31, 2024 values
- Transaction subject to SEC review and shareholder approval
- Final ownership ratio dependent on NAV at closing, creating uncertainty
- Merger-related expenses will impact combined equity value
Insights
180 Degree Capital's merger with Mount Logan progresses with updated financial statements showing improved metrics under US GAAP. The transaction aims to transform the company from a closed-end fund to an operating business.
This press release provides an update on 180 Degree Capital's proposed all-stock merger with Mount Logan Capital, focusing on the filing of an amended preliminary joint proxy statement with the SEC. The key new information is that Mount Logan's financial statements have been converted from International Financial Reporting Standards (IFRS) to US GAAP, revealing improved financial metrics.
The conversion to US GAAP accounting standards shows Mount Logan's fee-related earnings at
The transaction structure remains consistent with the initial January 2025 announcement - 180 Degree Capital shareholders will receive proportionate ownership in the new entity ("New Mount Logan") based on 180 Degree Capital's net asset value relative to Mount Logan's valuation of
According to management, the pro forma combined shareholder equity value would be nearly
The strategic rationale centers on transitioning 180 Degree Capital from a closed-end fund structure to an operating company. Management believes this structural change will make the company's net asset value a "floor rather than ceiling" for the stock price - addressing the persistent issue of closed-end funds typically trading at discounts to their net asset values.
While the release emphasizes shareholder support through voting agreements and "indications of support," it doesn't quantify the percentage of shareholders committed to approving the transaction. The amended filing represents progress toward completion, but several regulatory steps remain before shareholder voting begins.
This transaction represents a fundamental transformation for 180 Degree Capital, moving from an investment fund model to partial ownership in an operating business with recurring fee income. The strategic shift aims to unlock shareholder value by addressing the structural discount typical of closed-end funds, though the long-term success will depend on the combined entity's operational execution post-merger.
MONTCLAIR, N.J., May 06, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital”) today noted the filing of an amended preliminary joint proxy statement/prospectus on Schedule 14A with the Securities and Exchange Commission (“SEC”) regarding its proposed merger with Mount Logan Capital Inc. (“Mount Logan”) in an all-stock transaction (the “Business Combination”). As noted in its original press release issued on January 17, 2025, the surviving entity is expected to be a Delaware corporation operating as Mount Logan Capital Inc. (“New Mount Logan”) listed on Nasdaq under the symbol “MLCI”. In connection with the Business Combination, 180 Degree Capital shareholders will receive proportionate ownership of New Mount Logan determined by reference to 180 Degree Capital’s net asset value at closing relative to a valuation of Mount Logan of approximately
“Our amended joint proxy statement/prospectus regarding our proposed Business Combination with Mount Logan includes Mount Logan’s financial statements which were prepared in accordance with accounting principles generally accepted in the US, or US GAAP,” said Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital. “The conversion of Mount Logan’s financial statements from International Financial Reporting Standards, or IFRS, to US GAAP is an important milestone as now we are in a position to be able to speak freely with current and potential investors regarding historical financial performance and apples-to-apples comparisons of Mount Logan to its publicly traded peers. This conversion to US GAAP also resulted in favorable improvements in historical financial metrics, including an increase in Mount Logan’s reported fee-related earnings in 2024 under IFRS to approximately
“We believe that the availability of Mount Logan’s US GAAP financial statements will add to the strong indications of support we have received from initial conversations with our shareholders following the filing of our initial joint proxy statement/prospectus in late March 2025,” added Daniel B. Wolfe, President of 180 Degree Capital. “We believe our investors who have signed voting agreements and/or provided indications of support already understood the potential that we believe exists to create significant value for shareholders of 180 Degree Capital through this Business Combination even before Mount Logan’s US GAAP financial statements were available. We appreciate all of this support and patience as we move steadily through the SEC review process, toward the start of soliciting votes, and the ultimate goal of the completion of our proposed Business Combination.”
Mr. Rendino continued, “Our belief about the potential of our proposed Business Combination to create significant shareholder value for 180 Degree Capital shareholders has only grown stronger since our initial announcement in January 2025. This belief is amplified by numerous significant shareholders who have voiced their support for our proposed Business Combination to us, as well as new shareholders who were drawn to invest in 180 Degree Capital based on what we believe to be a shared view that our proposed Business Combination is a unique opportunity for future value creation. We continue to believe that converting to an operating company will make 180 Degree Capital’s net asset value a floor for our stock price rather than the ceiling as it is for most closed-end funds. The pro forma combination of our businesses, based on 180 Degree Capital’s net asset value and Mount Logan’s equity value, respectively as of December 31, 2024, less estimated merger-related expenses and other estimated adjustments, yields a combined entity with an estimated shareholder equity value of nearly
Mr. Wolfe concluded, “We look forward to discussing these updates to our preliminary joint proxy statement/prospectus and to having robust conversations with all of our current and potential future shareholders. Feel free to reach out to us at any time.”
About 180 Degree Capital Corp.
180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to what we believe are substantially undervalued small, publicly traded companies that have potential for significant turnarounds. Our goal is that the result of our constructive activism leads to a reversal in direction for the share price of these investee companies, i.e., a 180-degree turn. Detailed information about 180 Degree Capital and its holdings can be found on its website at www.180degreecapital.com.
Press Contact:
Daniel B. Wolfe
Robert E. Bigelow
180 Degree Capital Corp.
973-746-4500
ir@180degreecapital.com
Additional Information and Where to Find It
In connection with the agreement and plan of merger among 180 Degree Capital Corp. ("180 Degree Capital"), Mount Logan Capital Inc. ("Mount Logan"), Yukon New Parent, Inc. ("New Mount Logan"), Polar Merger Sub, Inc., and Moose Merger Sub, LLC, dated January 16, 2025, as it may from time to time be amended, modified or supplemented (the "Merger Agreement") that details the proposed combination of the businesses of 180 Degree Capital and Mount Logan and any other transactions contemplated by and pursuant to the terms of the Merger Agreement (the "Business Combination"), 180 Degree Capital intends to file with the SEC and mail to its shareholders a proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. In addition, the surviving Delaware corporation, New Mount Logan plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will register the exchange of New Mount Logan shares in the Business Combination and include the Proxy Statement and a prospectus of New Mount Logan (the “Prospectus”). The Proxy Statement and the Registration Statement (including the Prospectus) will each contain important information about 180 Degree Capital, Mount Logan, New Mount Logan, the Business Combination and related matters. SHAREHOLDERS OF 180 DEGREE CAPITAL AND MOUNT LOGAN ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE APPLICABLE SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 180 DEGREE CAPITAL, MOUNT LOGAN, NEW MOUNT LOGAN, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may obtain copies of these documents and other documents filed with the applicable securities regulatory authorities free of charge through the website maintained by the SEC at https://www.sec.gov and the website maintained by the Canadian securities regulators at www.sedarplus.ca. Copies of the documents filed by 180 Degree Capital are also available free of charge by accessing 180 Degree Capital’s investor relations website at https://ir.180degreecapital.com.
Certain Information Concerning the Participants
180 Degree Capital, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the Business Combination. Information about 180 Degree Capital’s executive officers and directors is available in 180 Degree Capital’s Annual Report filed on Form N-CSR for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and in its proxy statement for the 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”), which was filed with the SEC on March 1, 2024. To the extent holdings by the directors and executive officers of 180 Degree Capital securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at https://www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the 180 Degree Capital shareholders in connection with the Business Combination will be contained in the Proxy Statement when such document becomes available.
Mount Logan, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Mount Logan in favor of the approval of the Business Combination. Information about Mount Logan’s executive officers and directors is available in Mount Logan’s annual information form dated March 13, 2025, available on its website at https://mountlogancapital.ca/investor-relations and on SEDAR+ at https://www.sedarplus.com. To the extent holdings by the directors and executive officers of Mount Logan securities reported in Mount Logan’s annual information form have changed, such changes have been or will be reflected on insider reports filed on SEDI at https://www.sedi.com/sedi/. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mount Logan shareholders in connection with the Business Combination will be contained in the Prospectus included in the Registration Statement when such document becomes available.
Non-Solicitation
This letter and the materials accompanying it are not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
This press release, and oral statements made from time to time by representatives of 180 Degree Capital and Mount Logan, may contain statements of a forward-looking nature relating to future events within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would,” “forecasts,” “seeks,” “future,” “proposes,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions). Forward-looking statements are not statements of historical fact and reflect Mount Logan’s and 180 Degree Capital’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the Business Combination involving Mount Logan and 180 Degree Capital, including future financial and operating results, Mount Logan’s and 180 Degree Capital’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the Business Combination, and other statements that are not historical facts, including but not limited to future results of operations, projected cash flow and liquidity, business strategy, payment of dividends to shareholders of New Mount Logan, and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this press release will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Mount Logan and 180 Degree Capital shareholder approvals; the risk that Mount Logan or 180 Degree Capital may be unable to obtain governmental and regulatory approvals required for the Business Combination (and the risk that such approvals may result in the imposition of conditions that could adversely affect New Mount Logan or the expected benefits of the Business Combination); the risk that an event, change or other circumstance could give rise to the termination of the Business Combination; the risk that a condition to closing of the Business Combination may not be satisfied; the risk of delays in completing the Business Combination; the risk that the businesses will not be integrated successfully; the risk that synergies from the Business Combination may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the Business Combination could have adverse effects on the market price of Mount Logan’s common shares or 180 Degree Capital’s common shares; unexpected costs resulting from the Business Combination; the possibility that competing offers or acquisition proposals will be made; the risk of litigation related to the Business Combination; the risk that the credit ratings of New Mount Logan or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the Business Combination; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Combination; competition, government regulation or other actions; the ability of management to execute its plans to meet its goals; risks associated with the evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions; natural and man-made disasters; civil unrest, pandemics, and conditions that may result from legislative, regulatory, trade and policy changes; and other risks inherent in Mount Logan’s and 180 Degree Capital’s businesses. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Readers should carefully review the statements set forth in the reports, which 180 Degree Capital has filed or will file from time to time with the SEC and Mount Logan has filed or will file from time to time on SEDAR+.
Neither Mount Logan nor 180 Degree Capital undertakes any obligation, and expressly disclaims any obligation, to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Any discussion of past performance is not an indication of future results. Investing in financial markets involves a substantial degree of risk. Investors must be able to withstand a total loss of their investment. The information herein is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions. The references and link to the website www.180degreecapital.com and mountlogancapital.ca have been provided as a convenience, and the information contained on such websites are not incorporated by reference into this press release. Neither 180 Degree Capital nor Mount Logan is responsible for the contents of third-party websites.
FAQ
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