180 Degree Capital, Mount Logan Capital to merge in all-stock transaction

180 Degree Capital (TURN) announced that it has entered into a definitive agreement to combine with Mount Logan Capital in an all-stock transaction. The surviving entity is expected to be a Delaware corporation operating as Mount Logan Capital 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 NAV at closing relative to a valuation of Mount Logan of approximately $67.4M at signing, subject to certain pre-closing adjustments. Shareholders holding approximately 20% of the outstanding shares of 180 Degree Capital and approximately 23% of the outstanding shares of Mount Logan signed voting agreements supporting the Business Combination, and an additional approximately 7% and 9% of 180 Degree Capital and Mount Logan shareholders, respectively, have provided non-binding written indications of support for the Business Combination. 180 Degree Capital and Mount Logan will combine in an all-stock transaction at an estimated $139M pro forma enterprise value at closing. Following completion of the transaction, each of 180 Degree Capital and Mount Logan will be wholly owned subsidiaries of New Mount Logan, which will be listed on Nasdaq under the symbol MLCI. Under the terms of the definitive agreement, shareholders of each of 180 Degree Capital and Mount Logan will receive an amount of newly issued shares of common stock of New Mount Logan based on the ratio of the net asset value per share of 180 Degree Capital relative to a valuation of Mount Logan of $67.4M at signing, subject to certain pre-closing adjustments. Based on the estimated NAV of 180 Degree Capital1 as of January 15, which is a 24% premium to 180 Degree Capital’s closing stock price on that date, the estimated pro forma post-merger shareholder ownership would be approximately 40% for current 180 Degree Capital shareholders and 60% for current Mount Logan shareholders. The transaction is expected to be completed in mid-2025.