Chicago Atlantic BDC (LIEN) Proxy filing summary

Executive summary

• A definitive merger agreement was reached for an all-stock merger between two affiliated entities, with one electing BDC status and merging into the other, creating a larger, more diversified business development company (BDC) with a pro-forma portfolio of $771 million and net asset value of $613 million as of March 31, 2026.

• The merger is structured as an adjusted NAV-for-NAV exchange, with the exchange ratio based on each company's net asset value per share calculated shortly before closing, and is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

• The combined company will continue to operate as a BDC, trade under the same ticker, and be managed by the same adviser, with a focus on direct lending to middle-market companies, especially in the cannabis sector.

• The merger is expected to close in Q4 2026, subject to shareholder and regulatory approvals, and is anticipated to deliver improved earnings durability, enhanced capital markets positioning, and increased trading liquidity.

Voting matters and shareholder proposals

• The merger requires approval by the majority of outstanding shares of both companies, including a majority-of-the-minority vote, and approval of the BDC election and related matters by the REIT shareholders.

• Support agreements have been executed by key shareholders, covering approximately 4.8% of REFI and 12.9% of LIEN shares, committing to vote in favor of the merger and related proposals.

• No appraisal rights are available to shareholders in connection with the merger.

Board of directors and corporate governance

• The combined board will include three independent directors from REFI, two from LIEN, and two affiliated with the adviser, with Peter Sack serving as CEO.

• Both boards unanimously approved the merger on the recommendation of special committees comprised solely of independent directors.

• The merger agreement includes provisions for indemnification and a seven-year tail D&O insurance policy for former REFI directors and officers.