180 Degree Capital (TURN) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a US-listed alternative asset management and insurance solutions platform with over $2.4 billion in AUM, focused on high-growth private credit markets and leveraging both companies' complementary expertise.

• Enables transition to an asset-light operating company structure, unlocking value for shareholders and focusing on operating metrics.

• Expands private credit capabilities and investment sourcing through 180 Degree Capital's public markets network and Mount Logan's insurance business.

• Enhanced scale, diversification, and liquidity are expected to unlock significant value and attract new investors.

• BC Partners' ongoing support and infrastructure underpin future growth and competitive advantages.

Financial terms and conditions

• All-stock transaction with Mount Logan valued at approximately $67.4 million and 180 Degree Capital at NAV at closing; pro forma equity value estimated at $113.6 million, with a $139 million pro forma enterprise value.

• Estimated post-merger ownership: 60% Mount Logan shareholders, 40% 180 Degree Capital shareholders.

• Combined company to be called Mount Logan Capital Inc. (or New Mount Logan), listed on Nasdaq under ticker MLCI, and expected to pay quarterly dividends subject to board approval.

• Transaction intended as a tax-free reorganization for both sets of shareholders.

• Boards of both companies unanimously approved the merger, with significant shareholder support through voting agreements and letters.

Synergies and expected cost savings

• Anticipated growth in fee-related and spread-related earnings through combined asset management and insurance operations.

• Asset-light structure and cost optimization expected to drive meaningful FRE expansion and improved valuation.

• Strong pro forma balance sheet supports investment in organic and inorganic growth opportunities.

• Enhanced ability to provide comprehensive financing solutions and strategic investment into the insurance business.

• Integrated businesses expected to achieve organic ROE of up to 20%+ using permissible leverage.