M&A - 180 DEGREE CAPITAL CORP. /NY/

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000089373925000042

Filing Summary: 180 Degree Capital Corp. has issued its Q1 2025 Shareholder Letter detailing the progress and strategy surrounding its proposed Business Combination with Mount Logan Capital Inc. The company reported a net asset value per share of $4.42 as of the end of the first quarter 2025 and expressed optimism about the merger's potential to create shareholder value. Significant events leading to this point include the conversion of Mount Logan's financials from IFRS to US GAAP, enhancing transparency and comparability with peers. The shareholder reaction has been positive, with various investors showing support through voting agreements. The merger aims to create an operational entity with greater asset management capabilities, leveraging Mount Logan’s distinguished management and market positioning. The letter highlights the potential value creation and competitive advantages the merger offers, emphasizing the company’s historic and ongoing commitment to maximizing shareholder returns.

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000205182025000037

Filing Summary: 180 Degree Capital Corp. issued its Q1 2025 Shareholder Letter highlighting significant developments in its proposed Business Combination with Mount Logan Capital Inc. The company reports a net asset value per share (NAV) of $4.42 and expresses optimism regarding the potential value creation from this merger. The completion of the Business Combination is seen as a critical step, with the conversion of Mount Logan's financial statements from IFRS to US GAAP marking an important milestone. This conversion is expected to enhance the appeal of Mount Logan to investors, allowing for easier comparisons and demonstrating improvements in financial metrics. The document emphasizes the strong support from shareholders for the proposed transaction, with approximately 27% of outstanding shares effectively committed through voting agreements or indications of support. The management team of both companies is described as capable, and the proposed merger is portrayed as a transformative opportunity for 180 Degree Capital, aiming to create a combined entity with a significantly higher estimated shareholder equity value. Key points include expectations for operational efficiencies, enhanced capital access, and a strategic shift towards becoming an asset-light operating company. Overall, the letter conveys a confident outlook for the combined businesses and a call to action for shareholders to support the proposed merger.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000089373925000039

Filing Summary: On May 16, 2025, 180 Degree Capital Corp. hosted a conference call discussing its first quarter financial results and announced a transformative all-stock combination with Mount Logan Capital. This merger is subject to regulatory and shareholder approvals, with a projected closing date in late Q3 2025. The companies aim to consolidate their operations under the Mount Logan banner and transition from CBO in Canada to NASDAQ. The call highlighted strong financial performance, including a 23rd consecutive quarterly dividend and a growth-oriented strategy in asset management and insurance. Significant operational updates included a strategic investment in Runway Growth and ongoing initiatives to manage investment opportunities across volatile markets. The companies are also in advanced stages of regulatory processes, having filed a joint proxy statement and a preliminary Form S-4 with the SEC on May 6, 2025. The management emphasized stability in earnings and future growth potentials stemming from the merger.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000205182025000035

Filing Summary: On May 16, 2025, a conference call was held by Mount Logan Capital Inc. to discuss its first quarter 2025 financial results, where it announced a transformative all-stock business combination with 180 Degree Capital Corp. Subject to regulatory and shareholder approvals, the transaction aims to close in late Q3 2025. The combination will lead Mount Logan to operate under its name and list on NASDAQ, transitioning from its current CBO listing in Canada. During the call, executives highlighted strong financial performance, a dividend announcement, and the completion of IFRS financial statement conversion to U.S. GAAP, underscoring their strategic initiatives and growth plans amidst market volatility. The proxy statement for the merger was filed on May 6, 2025, and updates are expected as the transaction progresses, with optimism for organic growth in key business segments.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000089373925000037

Filing Summary: 180 Degree Capital Corp. filed an amended preliminary joint proxy statement/prospectus regarding its proposed merger with Mount Logan Capital Inc. in an all-stock transaction. The merger is anticipated to result in New Mount Logan, a Delaware corporation listed on Nasdaq. The ownership distribution for 180 Degree Capital shareholders will be based on its net asset value relative to Mount Logan's valuation of approximately $67.4 million. The filing includes Mount Logan’s financial statements now prepared under US GAAP, showing significant improvements in reported earnings and shareholder equity. The company believes this merger holds the potential for substantial shareholder value creation and has received favorable support from its investors. The press release acknowledges ongoing SEC review processes and future discussions with shareholders regarding the business combination and its implications.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000205182025000033

Filing Summary: On May 6, 2025, 180 Degree Capital Corp. announced the filing of an amended preliminary joint proxy statement/prospectus for a proposed merger with Mount Logan Capital Inc. The merger is structured as an all-stock transaction where 180 Degree Capital shareholders will receive ownership in the new Delaware corporation named New Mount Logan, which will operate under the Nasqad symbol 'MLCI'. The valuation of Mount Logan is approximately $67.4 million, and the ownership ratio for current shareholders of 180 Degree Capital will depend on the company's net asset value at closing. The updated statement includes financial statements of Mount Logan converted to US GAAP, revealing favorable adjustments such as an increase in fee-related earnings and shareholder equity. Key executives expressed optimism about the merger's potential to create significant shareholder value, highlighting strong support from shareholders. The completion of this business combination is subject to regulatory approvals and further shareholder actions.

Form Type: PRER14A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000089373925000035

Filing Summary: On January 16, 2025, 180 Degree Capital Corp. entered into an Agreement and Plan of Merger with Mount Logan Capital Inc., Yukon New Parent, Inc., Polar Merger Sub, Inc., and Moose Merger Sub, LLC. This merger will combine 180 Degree Capital and Mount Logan under a new publicly traded company known as New Parent, which will be renamed Mount Logan Capital Inc. The Agreement stipulates that 180 Degree Capital will merge into TURN Merger Sub while Mount Logan will merge into MLC Merger Sub. If approved, the new entity will trade on Nasdaq under the ticker symbol 'MLCI'. As part of the process, shareholders of both companies will receive newly issued shares of New Mount Logan, with approximate ownership post-merger being 60% for Mount Logan shareholders and 40% for 180 Degree Capital shareholders. The special meetings for both companies' shareholders will consider the resolutions necessary to approve the merger, including the deregistration of 180 Degree Capital as a management closed-end investment company. Shareholders are advised to review the provided materials in the preliminary joint proxy statement for a comprehensive understanding of the risks and implications of the merger.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000089373925000033

Filing Summary: On April 14, 2025, 180 Degree Capital Corp. reported a preliminary net asset value (NAV) of $4.42 per share as of March 31, 2025. The report highlighted a strong performance from public investments, which outperformed the Russell Microcap Index by about 1900 basis points. However, expenses related to a proposed all-stock merger with Mount Logan Capital were noted as a significant factor impacting the change in NAV, which saw a net total return decrease of 4.7%. The CEO emphasized shareholder engagement and the belief that the merger will lead to significant future value creation. The report also reviewed the performance of various portfolio companies, noting positive momentum despite external economic headwinds such as potential tariffs and recession fears. 180 Degree Capital plans to utilize its ongoing market volatility to pursue investment opportunities and is managing merger-related expenses closely to minimize impacts on NAV. The company expects the proposed Business Combination with Mount Logan to enhance its capacity to provide comprehensive solutions to public companies.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000205182025000025

Filing Summary: 180 Degree Capital Corp. provided an update on its operations and portfolio holdings for the first quarter of 2025. Key points include a preliminary net asset value (NAV) per share of $4.42 as of March 31, 2025, driven by strong public investments outperforming the Russell Microcap Index by approximately 1900 basis points, despite expenses related to a proposed all-stock merger with Mount Logan Capital. The management highlighted a gross total return of +4.5%, contrasting with a -14.4% return for the benchmark index. Significant operational expense reductions were noted alongside merger-related costs totaling nearly $300,000, influenced by external attempts to disrupt the merger. The document discusses various portfolio companies and exits, including significant performances from Intevac, Brightcove, and ongoing strategies for maximizing NAV through new investments. Management expresses confidence in the merger's potential future value creation for shareholders amidst market volatility and economic headwinds, including potential impacts from tariffs and recession risks. Future plans involve continued communication with shareholders and updates to their joint proxy statement with Mount Logan.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000089373925000030

Filing Summary: 180 Degree Capital Corp. filed a preliminary joint proxy statement/prospectus on March 24, 2025, related to its proposed merger with Mount Logan Capital Inc., which will be executed as an all-stock transaction. Following the merger, the surviving entity will operate as New Mount Logan under Nasdaq symbol 'MLCI'. Shareholders of 180 Degree Capital will receive shares of New Mount Logan corresponding to 180 Degree Capital's net asset value relative to Mount Logan's valuation of approximately $67.4 million. The document provides interim updates on 180 Degree Capital’s positive developments in Q1 2025, highlighting successful investments and growth potential. The management emphasizes their commitment to maximizing shareholder value through this Business Combination, looking forward to positive outcomes and future catalysts. The press release encourages shareholders to review the preliminary proxy materials closely.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000205182025000022

Filing Summary: 180 Degree Capital Corp. has filed a preliminary joint proxy statement and prospectus regarding its proposed merger with Mount Logan Capital Inc. The transaction is an all-stock business combination, resulting in the formation of a Delaware corporation named New Mount Logan, which will be listed on Nasdaq under the symbol 'MLCI'. Shareholders of 180 Degree Capital are set to receive shares of New Mount Logan based on 180 Degree Capital's net asset value at closing. The CEO, Kevin M. Rendino, expressed optimism about the potential value creation from the merger and encouraged shareholders to review the preliminary materials. The document also highlights a positive quarter for 180 Degree Capital's portfolio, underscoring significant performance improvements, although it mentioned challenges for certain assets. Additionally, insights about future trading plans and inquiries into the company's investments were shared, along with recommendations for shareholders to read the forthcoming proxy statement and related documents carefully.

Form Type: PREM14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000089373925000029

Filing Summary: On January 16, 2025, 180 Degree Capital Corp. and Mount Logan Capital Inc. entered into a Merger Agreement to combine their operations under a new publicly traded company named Yukon New Parent, Inc., which will subsequently be renamed Mount Logan Capital Inc. The agreement includes a sequence of mergers that will see 180 Degree Capital become a wholly-owned subsidiary of the new entity while Mount Logan will also merge into this structure. Shareholders of both companies are set to receive newly issued shares based on a valuation that accounts for Mount Logan’s transaction equity value. The special meetings for shareholders have been scheduled to discuss and approve multiple proposals necessary for the merger, including the deregistration of 180 Degree Capital as a management closed-end investment company as outlined in the Investment Company Act of 1940. Both boards have recommended their respective shareholders to vote in favor of the merger and its associated proposals. The document also emphasizes the importance of shareholder participation and the voting process for approving the merger and related matters.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000089373925000023

Filing Summary: On March 14, 2025, 180 Degree Capital Corp. filed a document detailing a conference call hosted by Mount Logan Capital Inc. to discuss its fourth quarter and full year 2024 financial results. During the call, Mount Logan announced a transformative all-stock combination with 180 Degree Capital, which is subject to regulatory and shareholder approvals. This merger aims to enhance Mount Logan's private credit investment capabilities and create a larger company with improved stock liquidity. The pro forma balance sheet will allow Mount Logan to capitalize on a pipeline of organic growth and M&A opportunities. The combination is expected to occur under the Mount Logan banner and list on NASDAQ. The document outlines the financial performance of Mount Logan, including revenue increases in its asset management and insurance segments and a projection of future growth. It also discusses ongoing M&A initiatives and partnerships, indicating a strategic focus on expanding investment and distribution capabilities. Additionally, the call emphasized the benefits of the merger for both companies' shareholder bases, enhancing their overall market position and operational efficiency.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000205182025000013

Filing Summary: On March 14, 2025, a conference call conducted by Mount Logan Capital Inc. discussed its successful fourth quarter and full year 2024 financial results. The call highlighted the announcement of a transformative all-stock merger with 180 Degree Capital, which is pending regulatory and shareholder approvals. This merger aims to enhance Mount Logan's asset management capabilities, gaining access to a team experienced in public investments and expanding its private credit investment opportunities. The conference also noted the company's expansion of its corporate credit facility and strong growth in its asset management and insurance segments, including a proposed quarterly dividend. Mount Logan aims to enhance its market presence by moving its listing to NASDAQ and expects this merger to provide synergies, improved stock liquidity, and a robust pro forma balance sheet. The announcement of this merger marks a strategic initiative towards becoming a comprehensive credit solutions provider. The company is confident about the merger's benefits and the anticipated shareholder approval, aiming for a vote in late Q2 2025.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000089373925000019

Filing Summary: On February 14, 2025, 180 Degree Capital Corp. reported its financial results for Q4 2024 and announced a definitive agreement to merge with Mount Logan Capital Inc. This business combination is viewed as a significant evolution for 180 Degree Capital, positioning it to transition from a closed-end fund to an operating company. The document highlights the strong financial performance of 180 Degree Capital, which recorded a gross total return of +205% from inception through the end of 2024, outperforming benchmarks like the Russell Microcap Index. Key management from both companies are excited about the combination, emphasizing potential for substantial value creation and operational synergies. The agreement has garnered support from large shareholders, representing approximately 27% of outstanding shares. The upcoming registration statement and joint proxy statement are expected to provide deeper insights into the benefits of the merger and the rationale behind the Board's unanimous approval. The merger aims to unlock value by leveraging Mount Logan's strong management and asset management platform, including $2.4 billion in assets under management. Both companies stress the strategic significance of this merger and its expected favorable impact on future operations and shareholder value.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000205182025000011

Filing Summary: On February 14, 2025, 180 Degree Capital Corp. announced a definitive agreement to enter into a business combination with Mount Logan Capital Inc. This merger is viewed as a significant opportunity for value creation as it allows 180 Degree Capital to transition to an operating company and leverage Mount Logan's asset management capabilities. The company reported a net asset value per share of $4.64 as of December 31, 2024, indicating its performance in the prior quarter. While the full-year performance was disappointing, the company has seen better returns early in 2025. The leadership expressed enthusiasm regarding the merger's potential to shift valuation metrics and improve capital structure. Shareholder support is substantial with management and significant shareholders accounting for approximately 27% of outstanding shares. The combined entity is expected to enhance growth opportunities and operational efficiencies.

Form Type: N-CSR

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000089373925000014

Filing Summary: 180 Degree Capital Corp. announced a definitive agreement to merge with Mount Logan Capital Inc., emphasizing the strategic importance of this transaction. The merger is viewed as a pivotal step in 180 Degree Capital's evolution, offering a significant opportunity to transition to an operating company model, which is uncommon for closed-end funds. Mount Logan, with over $2.4 billion in assets under management and a strong management team, is seen as an undervalued entity that can enhance the combined company's operations and shareholder value. The merger is expected to shift the valuation from net asset value to more predictable operating metrics. The management has garnered substantial support from major shareholders, accounting for approximately 27% of outstanding shares. The company plans to file a registration statement and joint proxy statement soon, highlighting their commitment to transparency and shareholder engagement regarding the merger.

Form Type: DFAN14A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000101359425000229

Filing Summary: Marlton Partners, owning approximately 4.6% of 180 Degree Capital Corp. (NASDAQ: TURN), has expressed strong concerns over the company's proposed merger with Mount Logan Capital Inc. They criticized the Board's rejection of Source Capital's superior merger proposal and highlighted the potential transformation from a closed-end fund into an alternative asset company without adequate shareholder protections. Marlton emphasizes that shareholders should have the option to tender at net asset value (NAV), a standard safeguard in comparable transactions. They have nominated three independent candidates for the Board, seeking a transparent process that prioritizes shareholder value.

Form Type: 425

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009235

Filing Summary: Source Capital made a non-binding proposal to the Board of Directors of 180 Degree Capital Corp. suggesting that shareholders receive 101% of the company's Net Asset Value. The proposal was quickly rejected by the Board without dialogue. The market reacted positively to the proposal, and there are indications that at least one large shareholder has urged the Board to re-engage with Source Capital. Source Capital expresses its commitment to pursue a merger and welcomes constructive discussions with the Board. If the transaction is fully negotiated, Source plans to file additional documentation with the SEC and send a joint proxy statement/prospectus to shareholders, containing important information regarding the proposed merger and related matters. The document also outlines that neither Source Capital nor its affiliates own securities of 180 Degree Capital, emphasizing the importance for shareholders to carefully read future filings related to the merger.

Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000089373925000008

Filing Summary: On January 29, 2025, 180 Degree Capital Corp. filed a response regarding a non-binding proposal from Source Capital dated January 24, 2025. The proposal was evaluated by the Board of Directors, including the Special Committee, and was determined not to constitute a TURN Superior Proposal as defined in the Merger Agreement with Mount Logan Capital. The Board reaffirms its support for the merger with Mount Logan, stating that it is in the best interests of shareholders and offers unique value-creating benefits. The document outlines the company's commitment to shareholders and details about the upcoming proxy statement and registration statement related to the merger. It also emphasizes the importance of reading the forthcoming documents carefully as they will contain significant information regarding the merger and associated risks.

Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000205182025000008

Filing Summary: 180 Degree Capital Corp. announces its response to a non-binding proposal from Source Capital, received on January 24, 2025. After evaluation, the Board of Directors determined that the Source Proposal does not qualify as a TURN Superior Proposal as defined in their Merger Agreement with Mount Logan Capital Inc., dated January 16, 2025. The Board reaffirms its support for the merger with Mount Logan, considering it beneficial for shareholders. The document outlines the intent to file a proxy statement and a registration statement associated with the Business Combination, emphasizing the importance of these documents for stakeholders.

Form Type: DFAN14A

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000101359425000074

Filing Summary: Marlton Partners L.P., owning approximately 4.6% of 180 Degree Capital Corp.'s stock, issued a statement urging the Board of Directors to engage with Source Capital regarding a proposed merger. The merger offer, valued at 101% of TURN's net asset value per share, is seen as an opportunity to eliminate the ongoing discount shareholders face. Marlton emphasized the need for the Board to pursue the best path to maximize shareholder value, highlighting TURN's chronic underperformance and the necessity to consider this merger proposal. Marlton has also nominated three candidates for election to the Board at the 2025 Annual Meeting, pointedly advocating for shareholder engagement and action in response to the merger discussions with Source Capital. The communication stresses the significant market interest in TURN's assets and the critical fiduciary duties the Board must uphold in considering the merger.

Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925006016

Filing Summary: Source Capital has proposed a non-binding merger with 180 Degree Capital Corp, offering a valuation of 101% of net asset value (NAV) per share in an all-stock transaction. The proposal outlines several benefits for TURN shareholders, including receiving shares valued above NAV, reduced discount to NAV, improved market cap and liquidity, reduced total expenses, and enhanced income potential. Source Capital's expense ratio is significantly lower than that of TURN, which could result in lower costs for shareholders. Additionally, Source Capital has a strong historical performance record with higher NAV growth compared to TURN. The proposal is contingent upon due diligence, board approval, and final agreements. Source Capital has equipped itself with legal counsel and an advisory team, ready to engage in discussions to maximize value and opportunities for stakeholders.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000205182025000004

Filing Summary: On January 17, 2025, 180 Degree Capital Corp. (NASDAQ: TURN) announced a definitive agreement to merge with Mount Logan Capital Inc. in an all-stock transaction. The transaction is expected to create a new entity, Mount Logan Capital Inc., which will be listed on Nasdaq under the symbol MLCI. Each shareholder of 180 Degree Capital will receive shares in the combined company based on their net asset value at the closing date, with estimated ownership being approximately 40% for 180 Degree Capital shareholders and 60% for Mount Logan shareholders. Both 180 Degree Capital and Mount Logan have garnered support from notable shareholder groups. The merger aims to leverage the strengths of both companies to enhance growth opportunities, capitalize on an actionable pipeline in the private credit market, and establish a strong balance sheet for both asset management and insurance solutions. Leadership will be driven by Mount Logan's CEO, Ted Goldthorpe, and the transaction is intended to be a tax-free reorganization, requiring regulatory and shareholder approvals. The completion of the deal is anticipated in mid-2025, alongside a series of strategic benefits for stakeholders, including potential quarterly dividends post-merger, enhancing financial performance and operational metrics over time.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000089373925000002

Filing Summary: On January 17, 2025, 180 Degree Capital Corp. entered into a definitive agreement to merge with Mount Logan Capital Inc. in an all-stock transaction labeled as a transformative combination that establishes a U.S. exchange-listed alternative asset management and insurance solutions platform with over $2.4 billion in assets under management. Following the merger, the combined entity will be known as New Mount Logan Capital Inc. and will be listed on Nasdaq under the symbol MLCI. Shareholders of 180 Degree Capital will receive full Net Asset Value (NAV) in stock of the merged company, with expected post-merger ownership of approximately 40% for 180 Degree Capital and 60% for Mount Logan shareholders, based on current asset valuations. The agreement has received voting support from approximately 20% of 180 Degree Capital shareholders and 23% of Mount Logan shareholders, with additional non-binding support noted. The merger is intended to be tax-free and is subject to regulatory approvals and shareholder consent.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000089373925000005

Filing Summary: On January 17, 2025, 180 Degree Capital Corp. announced a proposed merger with Mount Logan Capital Inc. The merger aims to create a combined entity expected to trade under NASDAQ ticker MLCI. This is positioned as a transformative transaction, poised to unlock significant value for shareholders of both companies, with an estimated transaction equity valuation of over $113 million. Mount Logan has a robust management structure and has been recognized for its diverse credit capabilities, managing over $2.4 billion in assets. The merger would transition 180 Degree Capital to an asset-light operating company model, enhancing its growth potential and aligning shareholder interests towards fee-related earnings metrics rather than net asset value. Both companies' shareholders are showing support, with 20% having signed voting agreements in favor of the merger. The merger is anticipated to close in mid-2025, pending customary regulatory and shareholder approvals.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000205182025000006

Filing Summary: On January 17, 2025, a conference call was held to announce the proposed merger between 180 Degree Capital Corp. and Mount Logan Capital Inc. The merger is expected to create a combined company named Mount Logan Capital Inc., which will trade on NASDAQ under the ticker MLCI. The merger has an estimated equity value exceeding $113 million. Both companies expect to benefit from a larger public float and enhanced shareholder value. The transaction aims to unlock significant value for shareholders by transitioning to an asset-light operating structure and focusing on management metrics over net asset value. Approximately 20% of shareholders from both entities have signed voting agreements in support of the merger, which was unanimously approved by their Boards of Directors. The expected closing of the merger is slated for mid-2025, pending regulatory and shareholder approvals. The management teams from both companies express strong optimism about the future growth and value creation prospects post-merger, highlighting their commitment to enhancing operational efficiency and strategically deploying capital.