180 Degree Capital, Mount Logan Capital revise terms of business combination

180 Degree Capital (TURN) and Mount Logan Capital (PYCFF) announced that, in response to constructive shareholder feedback received during the proxy solicitation process for the proposed business combination of both companies, the respective boards of directors of each company have agreed to amend the terms of the proposed Business Combination to provide 180 Degree Capital shareholders with an increased number of shares of the merged company – New Mount Logan – valued at 110% of 180 Degree Capital’s NAV at closing, an increase from 100% of 180 Degree Capital’s NAV. Furthermore, New Mount Logan, together with its management and/or affiliates or related parties, intends to launch, no later than 60 days after closing of the proposed Business Combination, a tender offer for up to $15.0M of its common stock at a price per New Mount Logan share equal to the closing price per share implied by the sum of 180 Degree Capital’s NAV at closing and the value ascribed to Mount Logan per the terms of the proposed Business Combination of $67.4M at signing. Additional tenders and/or stock repurchases of up to an additional $10.0M are expected to continue periodically throughout the 24 months following closing of the Business Combination. The price per share of the Liquidity Programs shall be determined by the New Mount Logan Board of Directors and is anticipated to be at or above the New Mount Logan price per share implied by the Closing Merger Value, which is currently a premium of at least 17% to TURN’s closing price of approximately $4.42 on August 15. The total amount of the Liquidity Programs represents approximately 50% of 180 Degree Capital’s closing NAV. The special meetings of shareholders for 180 Degree Capital and Mount Logan to approve the proposed Business Combination are scheduled for August 22.