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MONTCLAIR, N.J. - 180 Degree Capital Corp. (NASDAQ:TURN), a publicly traded registered closed-end fund with a current market capitalization of $39.4 million and trading at $3.94 per share, announced its filing of preliminary proxy materials with the Securities and Exchange Commission (SEC) for a proposed all-stock merger with Mount Logan Capital Inc. According to InvestingPro data, TURN has seen a 6.81% price return year-to-date despite challenging market conditions. The planned business combination would result in the creation of a new entity, to be named Mount Logan Capital Inc. and to be listed on Nasdaq under the ticker symbol MLCI.
The transaction terms dictate that 180 Degree Capital shareholders will receive shares of the new company proportionate to 180 Degree Capital’s net asset value (NAV) at closing, in reference to a valuation of Mount Logan at approximately $67.4 million at signing, subject to adjustments before closing. InvestingPro analysis indicates that TURN currently maintains a fair financial health score of 2.08, with particularly strong cash flow metrics.
Kevin M. Rendino, CEO of 180 Degree Capital, expressed confidence in the merger’s potential to create value for shareholders, citing a robust review process by the company’s Special Committee of the Board of Directors. Daniel B. Wolfe, President of the firm, highlighted the positive performance of their investment portfolio, which has outperformed the Russell Microcap Index through March 14, 2025. This comes despite InvestingPro data showing the company has not been profitable over the last twelve months, with a -$3.98 million EBITDA. For deeper insights into TURN’s valuation and growth prospects, investors can access the comprehensive Pro Research Report, available exclusively to InvestingPro subscribers. This success is attributed to strategic asset sales and strong operating metrics, despite challenges faced by some holdings.
The merger is subject to shareholder approval and regulatory clearances. Shareholders are urged to review the forthcoming definitive proxy materials for detailed information about the transaction.
The announcement also noted a blackout period for management trading of 180 Degree Capital shares, with an expectation of a trading window opening upon the filing of an updated Preliminary Proxy Statement/Prospectus that includes U.S. GAAP financial statements for Mount Logan.
This news is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The proposed merger is subject to customary closing conditions and regulatory approvals.
In other recent news, 180 Degree Capital Corp. announced an all-stock merger with Mount Logan Capital Inc., which will result in a combined entity operating under the name Mount Logan Capital Inc. The merger is expected to create a company with over $2.4 billion in assets under management and a focus on the private credit market and regulated insurance solutions. The agreement provides 180 Degree Capital shareholders with full net asset value at closing, and the new company plans to pay quarterly dividends, pending board approval. The ownership structure of the new entity will be approximately 40% for current 180 Degree Capital shareholders and 60% for current Mount Logan shareholders. Regulatory and shareholder approvals are required for the merger, with completion anticipated in mid-2025.
Additionally, Marlton Partners L.P., a significant shareholder in 180 Degree Capital, has urged the company to engage with Source Capital regarding a recent merger proposal. This proposal values 180 Degree Capital at 101% of its net asset value per share. Marlton Partners has expressed concerns over 180 Degree Capital’s underperformance and nominated three director candidates for the upcoming Annual General Meeting. The firm expects the board to consider both Source Capital’s offer and other potential suitors to ensure the best outcome for shareholders. These developments are based on press release statements from the involved parties.
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