Chicago Atlantic Real Estate Finance (REFI) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a scaled BDC with a $771 million+ portfolio, enhancing scale, competitive positioning, and diversification in cannabis and underserved lower middle markets.

• Combined entity will focus on direct loans to privately held middle-market companies, expanding investment scope and relevance.

• Unlocks value for both parties, supporting growth, risk-adjusted returns, and long-term strategy.

• Broader investment scope and larger scale enable origination of larger loans and improved capital access.

• Enhanced portfolio diversification across asset types, collateral, and industries.

Financial terms and conditions

• All-stock transaction with exchange ratio based on adjusted NAV for NAV using fair value just prior to closing; REFI shareholders expected to own about 50.5% of the combined entity based on March 31, 2026 NAVs.

• LIEN will be the surviving entity, continuing to trade on Nasdaq under the LIEN ticker.

• Merger intended to qualify as a tax-free reorganization under Section 368(a) of the Code.

• Chicago Atlantic committed to pay up to $2 million in transaction expenses that would otherwise be borne by REFI.

• A $25 million share repurchase program is planned post-closing, subject to market conditions and board approval.

Synergies and expected cost savings

• Operating efficiencies and expanded earnings capacity from increased leverage and elimination of overlapping expenses.

• Expense synergies of up to 0.18% of pro forma total assets anticipated.

• Enhanced operational leverage and efficiency anticipated through the combined origination and portfolio management platform.