Mount Logan (MLCI) plans SOFIX–YS AIF asset deal, targeting 30%+ FRE lift
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Mount Logan Capital Inc. announced that its managed Opportunistic Credit Interval Fund (SOFIX) has signed a definitive agreement to acquire the assets and non-discharged liabilities of Yieldstreet Alternative Income Fund (YS AIF) in exchange for newly issued SOFIX shares. The Asset Acquisition is expected to add over
Closing is targeted for late
Positive
- Material earnings uplift from AUM acquisition: Management estimates the SOFIX–YS AIF Asset Acquisition will generate about
$2.8 million of incremental annual fee-related earnings, more than30% of trailing twelve-month FRE as ofDecember 31, 2025 , and expects the transaction to be immediately accretive upon closing. - Significant scale increase for SOFIX: The transaction is expected to increase SOFIX’s assets by over
$100 million , nearly doubling the fund’s size, which management highlights as supportive of better expense ratios, diversification and a larger recurring fee base.
Negative
- None.
Insights
Deal nearly doubles SOFIX and lifts Mount Logan’s fee earnings base.
The Asset Acquisition is expected to add over
Management states the transaction should be immediately accretive to fee-related earnings, reflecting the higher AUM and existing fee structure. A two-year Transition Services Agreement with Willow, with up to
Completion depends on several conditions, including regulatory consents, SEC effectiveness of a registration statement and approval by a majority of YS AIF shareholders, with timing targeted for late
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported): March 18, 2026
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Trading Symbol | Name of each exchange on which registered | ||||||
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8.00% Senior Notes Due 2031 | MLCIL | The Nasdaq Stock Market LLC | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2026, Mount Logan Management, LLC (“MLM”), a Delaware limited liability company and wholly owned indirect subsidiary of Mount Logan Capital Inc. (the “Company”), entered into a Transition Services Agreement (“TSA”) with Willow Asset Management LLC (“Willow”). The TSA was entered into in connection with the acquisition by the Opportunistic Credit Interval Fund (“SOFIX”), for which MLM serves as investment adviser, of all the assets and liabilities of Yieldstreet Alternative Income Fund Inc., a Maryland corporation (“AIF”), for which Willow serves as investment adviser (the “AIF Transaction”).
Pursuant to the TSA, Willow has agreed to provide MLM and SOFIX with access to all books, records, data files and other material information related to AIF for the six-year period prior to the closing of the AIF Transaction (collectively, the “AIF Materials”). The transition services will be provided for a period of two years commencing and conditioned on the closing date of the AIF Transaction (the “Service Period”). The TSA also grants MLM and SOFIX an exclusive, worldwide, sublicensable right and license to use the AIF Materials in connection with the operation of the business contemplated by the AIF Transaction and the ongoing administration of SOFIX.
In consideration for the provision of the AIF Materials, transition services and license, MLM has agreed to pay Willow aggregate fees of up to $5,000,000, payable as follows: (i) $2,000,000, payable in cash at the closing of the TSA; (ii) $1,000,000 in shares of common stock of the Company (the “Restricted Shares”), measured as of the closing date, to be issued in a private placement to Willow or its parent pursuant to a subscription agreement that will be entered into as of closing; and (iii) up to $2,000,000 payable in the form of rebates to sub-advisory fees payable under a related Sub-Advisory Agreement between MLM and Willow.
The TSA contains customary representations and warranties, covenants and closing conditions by each of Willow and MLM. The TSA may be terminated (i) by mutual written consent of the parties, (ii) by either party if the other party has breached any representation, warranty or covenant that would cause a failure of a closing condition and such breach has not been cured within 30 days after written notice, (iii) by either party if the Acquisition Agreement (as defined therein) is validly terminated prior to the closing date, (iv) by either party if the closing has not occurred on or before December 31, 2026, or (v) by either party if any governmental authority has enacted any law or entered any non-appealable final judgment permanently restraining or prohibiting the transactions contemplated by the TSA.
Under the TSA, Willow has agreed to indemnify the Company, MLM, SOFIX and their respective affiliates and related parties against losses resulting from, among other things, (i) Willow’s provision of the transition services, (ii) any breach by Willow of the TSA, (iii) breaches of representations and warranties by Willow or AIF in the TSA or Acquisition Agreement, and (iv) liabilities arising from advisory services provided by Willow to AIF prior to the closing. MLM and SOFIX have agreed to indemnify Willow and its affiliates and related parties against losses resulting from any breach by MLM of the TSA or breaches of representations and warranties by MLM in the TSA. In the event Willow is required to indemnify the Company or its affiliates, the Company has the right to satisfy such losses through forfeiture of Restricted Shares held by Willow, valued at the volume-weighted average trading price of the Company’s common stock for the 10 trading days preceding the forfeiture.
The foregoing description of the TSA does not purport to be complete and is qualified in its entirety by reference to the full text of the TSA, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD
On March 19, 2026, the Company issued a press release announcing the AIF Transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
10.1 | Transition Services Agreement, dated March 18, 2026, by and between Mount Logan Management, LLC and Willow Asset Management LLC | |||||||
99.1 | Press Release, dated March 19, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOUNT LOGAN CAPITAL INC. | |||||||||||
Date: | March 19, 2026 | By: | /s/ Nikita Klassen | ||||||||
Name: | Nikita Klassen | ||||||||||
Title: | Chief Financial Officer | ||||||||||
FOR IMMEDIATE RELEASE
Mount Logan–Managed Opportunistic Credit Interval Fund (SOFIX) to Acquire $100+ Million of Assets from Yieldstreet Alternative Income Fund (YS AIF)
Definitive agreement signed for SOFIX to acquire assets from YS AIF for newly issued shares of SOFIX.
YS AIF and SOFIX investors gain access to a larger investment vehicle with greater scale, economic efficiency and increased portfolio diversification.
Mount Logan currently estimates, on a full-year basis, transaction to increase fee-related earnings (FRE) by at least $2.8 million, or more than 30% of TTM FRE.1
Mount Logan’s total cost, inclusive of its definitive transition services agreement with YS AIF’s advisor, is expected to make the transaction immediately accretive to Mount Logan.
Transaction expected to close in late Q2 or Q3 2026, subject to regulatory and YS AIF shareholder approvals.
March 19, 2026 – New York, NY – Mount Logan Capital Inc. (“MLCI” and “Mount Logan”) today announced that Opportunistic Credit Interval Fund (“SOFIX”), a fund managed by MLCI’s wholly owned registered investment advisor Mount Logan Management, LLC (“MLM”), entered into definitive agreements to acquire the assets of Yieldstreet Alternative Income Fund Inc. (“YS AIF”) (the “Asset Acquisition”). In addition to the Asset Acquisition, MLM entered into a Transition Services Agreement (“TSA”) with Willow Asset Management LLC (“Willow Wealth”), the advisor of YS AIF, for access to the books and records of YS AIF.
The Asset Acquisition is expected to increase SOFIX’s assets by over $100 million, nearly doubling the fund’s size. Mount Logan estimates the transaction could generate $2.8 million1 or more of incremental annual fee-related earnings (“FRE”), representing more than 30% of Mount Logan’s trailing twelve-month FRE as of December 31, 2025. We expect the transaction to be immediately accretive to Mount Logan’s FRE upon closing.
1 Estimated FRE contribution from acquired assets based on current management and incentive fee structure of SOFIX with $100 million in additional assets. Actual contribution of the incentive fee portion of this amount is dependent on performance and actual results may differ materially from these projections. See “Estimates and Assumptions” for additional information.
“This transaction is a significant milestone for Mount Logan and is our first strategic AUM acquisition since our business combination with 180 Degree Capital,” said Ted Goldthorpe, Chief Executive Officer of Mount Logan. “Scaling permanent and semi-permanent capital vehicles is central to our long-term strategy. This transaction is expected to nearly double SOFIX’s net assets, it will reduce its expense ratio, enhances its positioning with existing and prospective investors, and it increases Mount Logan’s recurring FRE base. The YS AIF portfolio is highly complementary to SOFIX’s existing holdings and expands our exposure to cash-flowing specialty finance and asset-backed credit assets. We believe the transaction is immediately accretive to Mount Logan and positions us to pursue additional disciplined AUM growth opportunities.”
“YS AIF was built to give individuals access to alternative income, and we believe moving its assets into a larger fund like SOFIX that has strong historical performance, reports a daily net asset value per share, and is managed by a specialized asset manager like Mount Logan, is a logical step forward,” said Ted Yarbrough, Chief Investment Officer at Willow Wealth. “This transaction also reflects our continued evolution as an investment platform as we seek out new opportunities to provide our clients with greater access to scaled investment vehicles.”
Details of the Asset Acquisition
SOFIX and YS AIF have entered into an Agreement and Plan of Reorganization whereby SOFIX will acquire the assets and non-discharged liabilities of YS AIF at the closing net asset value in exchange for newly issued shares of beneficial interests of SOFIX.
The Board of Trustees of SOFIX and the Board of Directors of YS AIF each have unanimously approved the Asset Acquisition. The Asset Acquisition is intended to be treated as a tax-free reorganization for YS AIF’s shareholders. The Asset Acquisition is subject to certain regulatory approvals and approvals by the holders of a majority of the outstanding shares of YS AIF, in addition to other customary closing conditions, including a registration statement being declared effective by the United States Securities and Exchange Commission (the “SEC”) relating to the shares of beneficial interest of SOFIX being issued to the shareholders of YS AIF in the Asset Acquisition. The transaction does not require a vote of SOFIX shareholders to be completed. Subject to the requisite approval by YS AIF shareholders and the satisfaction of customary closing conditions, the transaction is currently expected to be completed in late Q2 or Q3 2026.
In addition, in light of the proposed Asset Acquisition, effective immediately, YS AIF has suspended the offering of its shares for sale. However, the automatic dividend reinvestment plan will continue to operate for shareholders of YS AIF who have elected to participate in the automatic dividend reinvestment plan.
Details of the Transition Services Agreement
MLM and Willow Wealth have entered into a two-year Transition Services Agreement whereby MLM will receive access to certain books and records of YS AIF following the closing of the Asset Acquisition (the “Closing”) in exchange for $2 million in cash and $1 million in newly issued common stock of MLCI at Closing, and up to $2 million in aggregate additional cash consideration paid ratably and quarterly over two years subject to certain requirements. The $1 million in newly issued common stock will be subject to lock-up provisions.
Advisors
Dechert LLP is serving as legal counsel to Mount Logan and Thompson Hine LLP is serving as legal counsel to SOFIX.
Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to the special committee of the Board of Directors of YS AIF. Stradley Ronon Stevens & Young LLP is serving as legal counsel to YS AIF, and Nelson Mullins LLP is serving as legal counsel to Willow Wealth.
About Mount Logan Capital Inc.
Mount Logan Capital Inc. is an integrated alternative asset management and insurance solutions firm focused on generating durable, fee-based revenue and long-term value creation. The Company leverages differentiated investment strategies alongside permanent insurance capital to deliver attractive, risk-adjusted returns across market cycles.
Through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company, Mount Logan manages and invests across private and public credit markets in North America and operates an insurance platform that provides long-duration liabilities to support its credit investment strategies. This integrated platform is designed to provide stable earnings, downside protection, and a low risk of principal impairment through the credit cycle.
As of December 31, 2025, Mount Logan Capital had over $2.1 billion in assets under management.
About Willow Wealth
Willow Wealth enables members to build a private markets portfolio across real estate, private credit, private equity, and more. Our platform provides access to differentiated individual investments and diversified funds, as well as an automated investing solution that handles everything for you. Willow Wealth’s platform aims to make private markets investing simple and accessible.
Estimates and Assumptions
This press release includes unaudited financial and business projections. These projections, and their underlying assumptions, are inherently unpredictable and undue reliance should not be placed thereon.
These estimates reflect internal financial models that Mount Logan uses in connection with its strategic planning and are based on numerous variables and assumptions made by Mount Logan’s management with respect to industry performance, general business, economic, regulatory and financial conditions and other future events, as well as matters specific to Mount Logan’s businesses, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Mount Logan’s management. As a result, these estimates constitute forward-looking statements and are subject to many risks and uncertainties that could cause actual results to differ materially from these projections. Please carefully consider “Cautionary Statement Regarding Forward-Looking Statements” below. There can be no assurance that these estimates will be realized or that actual results will not be significantly different than projected.
The inclusion of these estimates in this press release should not be regarded as an indication that Mount Logan or any of its affiliates, advisors, officers, directors or representatives considered or considers such estimates to be necessarily predictive of actual future events, and these estimates should not be relied
upon as such. The inclusion of these estimates herein should not be deemed an admission or representation by Mount Logan that its management views these estimates as material information.
Certain of the estimates and projections set forth herein may be considered non-GAAP financial measures, including FRE. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included by generally accepted accounting principles in the United States (“GAAP”). Non-GAAP measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures used by Mount Logan may not be comparable with similarly titled amounts used by other companies. No reconciliation of these non-GAAP measures was created or used in connection with preparing the estimates included herein.
Cautionary Statement Regarding Forward-Looking Statements
This press release, and oral statements made from time to time by representatives of Mount Logan or SOFIX may contain statements of a forward-looking nature relating to future events within the meaning of applicable U.S. and Canadian 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 or SOFIX’s current views about future events. Such forward-looking statements include, without limitation, statements about the expected timing and benefits of the transaction, the expected increase in FRE and accretive nature of the SOFIX-Yieldstreet Alternative Income Fund transaction, future financial and operating results, Mount Logan’s or SOFIX’s plans, objectives, expectations and intentions regarding our business strategy and plans, and other statements that are not historical facts, including but not limited to the inability to complete and recognize the anticipated benefits of the transaction on the anticipated timeline or at all, purchase price adjustments, unexpected costs related to the transaction, future results of operations, projected cash flow and liquidity, business strategy, shareholder liquidity and the payment of dividends to shareholders of Mount Logan or SOFIX, 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, both known and unknown, that could cause actual results to differ materially from those projected. 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 Mount Logan and SOFIX have filed or will file from time to time with the SEC or on SEDAR+ and any risk factors contained in such reports, which may cause results to differ.
Each of Mount Logan and SOFIX do not undertake 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 information contained on the website of Mount
Logan or SOFIX is not incorporated by reference into this press release. Neither Mount Logan nor SOFIX is responsible for the contents of third-party websites.
No Offer or Solicitation
This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this release is not, and under no circumstances is it intended to be and does not constitute an offer to sell or the solicitation of an offer to purchase any securities in MLCI, SOFIX, YS AIF or in any fund or other investment vehicle in any jurisdiction pursuant to the proposed transactions or otherwise, nor is it intended to solicit a proxy from any shareholder of YS AIF.
Additional Information and Where to Find It
Additional information regarding the Asset Acquisition transaction will be presented in a proxy statement/prospectus that will be provided to YS AIF shareholders at a meeting of YS AIF shareholders.
The proxy statement/prospectus has yet to be filed with the SEC. After the proxy statement/prospectus is filed with the SEC, it may be amended or withdrawn at any time. The proxy statement/prospectus will not be distributed to shareholders of YS AIF unless and until a registration statement comprising the proxy statement/prospectus is declared effective by the SEC. When available and effective, as applicable, YS AIF shareholders are encouraged to review the proxy statement/prospectus on the SEC website at www.sec.gov or on the fund’s website at www.yieldstreetalternativeincomefund.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Participants in the Solicitation
SOFIX, MLCI, MLM, YS AIF and Willow Wealth and their respective directors/trustees, officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of YS AIF in connection with the proposed Asset Acquisition. Information regarding the persons who may be deemed participants in such solicitation will be set forth in the proxy statement/prospectus relating to the proposed Asset Acquisition when it is filed with the SEC. Shareholders may obtain additional information regarding the interests of the participants in the solicitation of proxies in connection with the proposed Asset Acquisition by reading the proxy statement/prospectus when it becomes available.
Contacts:
Mount Logan Capital Inc.
650 Madison Ave, Floor 3
New York, NY 10022
mlc.ir@mountlogan.com
Andrew Berger
SM Berger & Company
andrew@smberger.com
Willow Wealth
Pro-willowwealth@prosek.com
FAQ
What transaction did Mount Logan Capital Inc. (MLCI) announce involving SOFIX and YS AIF?
Mount Logan announced a definitive Agreement and Plan of Reorganization under which SOFIX will acquire the assets and non-discharged liabilities of Yieldstreet Alternative Income Fund (YS AIF) at closing net asset value in exchange for newly issued SOFIX shares, creating a larger, combined interval fund.
How much will SOFIX’s assets increase from the YS AIF acquisition for MLCI?
The Asset Acquisition is expected to increase SOFIX’s assets by over $100 million , nearly doubling the fund’s size. This larger asset base is intended to improve economic efficiency, reduce the fund’s expense ratio and broaden portfolio diversification for existing and new investors.
What earnings impact does Mount Logan expect from the SOFIX–YS AIF transaction?
Mount Logan currently estimates the acquired assets will contribute about $2.8 million of incremental annual fee-related earnings, more than 30% of trailing twelve-month FRE as of December 31, 2025 . Management expects the transaction to be immediately accretive to fee-related earnings upon closing, based on current fee structures.
What are the key terms of the Transition Services Agreement between MLM and Willow Wealth?
Mount Logan Management and Willow Wealth entered a two-year Transition Services Agreement providing MLM access to YS AIF’s books and records and related services. Consideration totals up to $5,000,000 , including $2,000,000 cash at closing, $1,000,000 in MLCI common stock and up to $2,000,000 in additional rebates or cash payments.
When is the SOFIX acquisition of YS AIF’s assets expected to close for MLCI?
Subject to regulatory approvals, SEC effectiveness of a registration statement, approval by a majority of YS AIF shareholders and other customary conditions, the transaction is currently expected to be completed in late Q2 or Q3 2026 . SOFIX shareholder approval is not required to close the deal.
How will YS AIF shareholders participate in the SOFIX transaction with Mount Logan?
YS AIF shareholders are expected to receive newly issued SOFIX shares at closing net asset value, in a transaction intended to qualify as a tax-free reorganization. A proxy statement/prospectus will be filed and, once effective, provided to YS AIF shareholders for voting on the proposed Asset Acquisition.
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