Mount Logan Capital (MLCI) 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, including $1.1 billion in insurance assets, focused on high-growth private credit markets.

• 180 Degree Capital's expertise in microcap public markets complements Mount Logan's private credit and insurance platform, broadening investment sourcing and addressable market.

• The combined entity will have two established business segments: asset management and insurance solutions, with a strengthened balance sheet to accelerate M&A and organic growth.

• The merger transitions 180 Degree Capital from a closed-end, balance sheet-heavy fund to an asset-light operating company, unlocking value for shareholders.

• BC Partners, a $40 billion AUM alternative asset manager, will continue supporting Mount Logan via a servicing agreement and as a shareholder.

Financial terms and conditions

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

• Pro forma ownership: approximately 60% Mount Logan shareholders, 40% 180 Degree Capital shareholders.

• Combined company to be named Mount Logan Capital Inc. ("New Mount Logan"), a Delaware corporation listed on Nasdaq under ticker MLCI.

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

• Quarterly dividends are expected, subject to board approval, continuing Mount Logan's 21 consecutive quarters of dividend payments.

Synergies and expected cost savings

• Capital from 180 Degree Capital to be redeployed into Mount Logan's pipeline of organic and inorganic growth initiatives.

• Integrated asset management and insurance businesses are expected to create a "flywheel effect," targeting up to 20%+ organic ROE with regulatory leverage.

• Cost optimization and increased scale are expected to improve fee-related earnings (FRE) and spread-related earnings (SRE).

• Transition to an asset-light model is anticipated to improve valuation metrics and future value creation.

• Enhanced ability to offer comprehensive financing solutions to investee companies, leveraging combined resources.