공시 • Sep 13
Mount Logan Capital Inc. (OTCPK:PYCF.F) completed the acquisition of 180 Degree Capital Corp. (NasdaqGM:TURN).
Mount Logan Capital Inc. (OTCPK:PYCF.F) entered into a definitive agreement to acquire 180 Degree Capital Corp. (NasdaqGM:TURN) for $67.4 million on January 16, 2025 from Marlton Partners, L.P. managed by Marlton LLC. 180 Degree Capital and Mount Logan will combine in an all-stock transaction at an estimated $139 million pro forma transaction equity 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 $67.4 million at signing, subject to certain pre-closing adjustments. Based on the estimated NAV of 180 Degree Capital1 as of January 15, 2025, 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.
At close, Mount Logan’s CEO, Ted Goldthorpe, is expected to serve as CEO of New Mount Logan. New Mount Logan will have a seven-member Board of Directors, comprised of Mount Logan’s CEO Ted Goldthorpe, four additional independent directors designated by Mount Logan, one independent director designated by 180 Degree Capital, and one independent director mutually agreed to by Mount Logan and 180 Degree Capital. The Chairman of the Board of Directors of New Mount Logan will be Ted Goldthorpe, currently Chairman of Mount Logan.
The transaction, which is intended to be treated as a tax-free reorganization for both sets of shareholders, is subject to certain regulatory approvals and approvals by each of 180 Degree Capital’s and Mount Logan’s shareholders. In addition, the transaction is subject to other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission relating to the shares of New Mount Logan common stock that will be issued to the shareholders of 180 Degree Capital and Mount Logan in the transaction, the approval of the transaction by the shareholders of each of 180 Degree Capital and Mount Logan, and the listing of New Mount Logan’s common stock on Nasdaq. The board of directors for each of 180 Degree Capital and Mount Logan have unanimously approved the Business Combination. The transaction is expected to be completed in mid-2025. Shareholders holding approximately 23% of the outstanding shares of Mount Logan and approximately 20% of 180 Degree Capital signed voting agreements supporting the Business Combination, and an additional 9% of Mount Logan and 7% of 180 Degree Capital shareholders have provided written non-binding indications of support for the Business Combination.
As of Aug. 22, 2025, majority shareholders of 180 Degree Capital have approved the proposed transaction. As of August 29, 2025, Mount Logan Capital Inc.'s shareholders have approved all resolutions required to complete the previously announced proposed business combination to combine Mount Logan and 180 Degree Capital. A total of 47,735,772 votes (representing 23,867,886 common shares of Mount Logan) were represented in person or by proxy at the meeting, representing approximately 81.79 per cent of the issued and outstanding shares.
Fenchurch Advisory US, LP is serving as financial advisor and fairness opinion provider, Vlad Bulkin and Roger Griesmeyer of Katten Muchin Rosenman LLP is serving as legal counsel to the special committee of the board of directors of 180 Degree Capital. John Mahon, Mike Ellis, Joshua Apfelroth, Louis Rambo, Philip Kaminski, Elanit Snow, Seth Safra, Martin Hamilton, Martine Agatston and Aliza Cinamon of Proskauer Rose LLP and Alex Gorka, David Davachi, Shawn Cymbalisty, Victoria Graham, Kelly Moffatt, Kaeleigh Kuzma, Kelly O’Ferrall and Jon Marin of Osler Hoskin & Harcourt LLP are serving as legal counsel to 180 Degree Capital. Ken Young, Stephen Pratt, Nate Klein, Rick Horvath, Matthew Barsamian, and Joshua Milgrim of Dechert LLP and Perry Dellelce, Sanjeev Patel, Rebecca Cochrane and Mariam Al-Shikarchy of Wildeboer Dellelce LLP are serving as legal counsel, and Oppenheimer & Co. is serving as financial advisor, to Mount Logan. For services rendered in connection with the Transaction (including the delivery of Fenchurch’s opinion), Fenchurch will receive a fee from 180 Degree Capital of $1.5 million, of which $500,000 became payable to Fenchurch upon delivery of its opinion (of which $250,000 is creditable towards any fees payable upon the consummation of the Transaction), and the balance of which will become payable only if the Transaction is consummated. EQ Funds Solutions, LLC acted as proxy solicitor for 180 Degree. EQ Funds Solutions will receive a fee of $70,000, plus reasonable out-of-pocket expenses. The transfer agent for Mount Logan is Odyssey Trust Company. The transfer agent for 180 Degree Capital is Equiniti Trust Company, LLC.
Mount Logan Capital Inc. (OTCPK:PYCF.F) completed the acquisition of 180 Degree Capital Corp. (NasdaqGM:TURN) on September 12, 2025. The combined company will operate under the name Mount Logan Capital Inc and is expected to begin trading on The Nasdaq Capital Market on September 15, 2025, under the ticker symbol MLCI. Pursuant to the terms of the merger agreement as amended, Mount Logan and 180 Degree Capital shareholders will own approximately 56.4% and 43.6% of the combined company.