180 Degree Capital and Mount Logan Capital Proposed Merger Presentation Deck
JA N UA R Y 2025
STRATEGIC
COMBINATION
Disclaimer and Caution About Forward-Looking Statements
NO OFFER OR SOLICIATION
This presentation is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the entry into a definitive agreement for the contemplated combination of
SHAREHOLDERS OF 180 DEGREE CAPITAL AND MOUNT LOGAN ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 180 DEGREE CAPITAL, MOUNT LOGAN, NEW MOUNT LOGAN, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may obtain copies of these documents and other documents filed with the securities regulatory authorities free of charge through the website maintained by the
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Disclaimer and Caution About Forward-Looking Statements
CERTAIN INFORMATION CONCERING THE PARTICIPANTS
All amounts in this presentation are in
THIRD PARTY SOURCES
This presentation contains information obtained by
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Disclaimer and Caution About Forward-Looking Statements
FORWARD-LOOKING STATEMENTS
This communication, and oral statements made from time to time by representatives of
Please see each company's securities filings filed with the applicable securities regulatory authorities in
5 convenience, and the information contained on such websites is not incorporated by reference into this presentation. Neither
Combination Creates US Exchange-Listed, Alternative Asset Management and Insurance Solutions Platform
• Cboe |
• Nasdaq-listed registered closed-end fund with strong track record |
insurance solutions platform |
of investing in microcap public companies with a constructive |
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activist approach |
• Strong balance sheet with no debt |
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asset manager generating an estimated |
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cash fees1, with a focus on private credit |
• Strong reputation for working with public companies to solve |
• Wholly owned, regulated insurance solutions business with |
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capital structure problems and execute strategic initiatives to |
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create value |
- Track record of achieving attractiverisk-adjustedreturns for the benefit of investors and policyholders
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- Expected to be aNasdaq-listed operating company with two established business segments, asset management and insurance solutions
180 Degree Capital investment expertise and network in the small tomid-cappublic markets further expands Mount Logan's private credit capabilities- Strengthened balance sheet enables accelerated investment intoactionable pipeline of M&A opportunities and organic initiatives to scale the combined business
- Compelling business model built on predictable earnings growth supported by durable Fee- and Spread-Related Earnings ("FRE" and "SRE")
- Attractive valuation relative to industry comparables,which provides substantial upside
Combined |
and value creation opportunities for shareholders of the combined entity |
Pro forma business expected to pay quarterly dividends, subject to board's approval |
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1. As of
Transaction Overview
Mount Logan Capital Inc. ("Mount Logan" or "MLC") and180 Degree Capital Corp. ("180Degree Capital " or "TURN") to combine in an all-stock transaction (the "Business Combination")- Business Combination reflects attractive valuations for each entity at close
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- MLC transaction equity value of approximately
$67.4 million 1 at signing. TURN valued at Net Asset Value ("NAV") as of Closing (as defined in the definitive Merger Agreement)2 - Equates to pro forma ownership of approximately ~60% Mount Logan / ~40%
180 Degree Capital 2 - Pro forma transaction equity value of approximately
$113.6 million 2
- MLC transaction equity value of approximately
- Unanimously approved by Mount Logan and
180 Degree Capital's Boards of Directors - Surviving entity is expected to be a
Delaware corporation and will be calledMount Logan Capital Inc. ("New Mount Logan" or "New MLC") and to be listed on the Nasdaq, trading under the ticker 'MLCI' -
Ted Goldthorpe , MLC CEO, expected to remain CEO of the combined company- Expectation that TURN management team will join and expand public markets strategy for New MLC
- MLC to transition to US GAAP reporting (from IFRS), which will simplify financial performance presentation
- New MLC expected to pay a quarterly dividend, consistent with MLC's 21 consecutive quarters paying a dividend since 2019
180 Degree Capital's holdings will continue to be actively managed
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- Expect monetization to occur naturally, consistent with historical portfolio turnover
- Capital will be re-invested into organic and inorganic growth opportunities
Voting agreements received from shareholders holding outstanding stock of approximately 23% of Mount Logan and 20% of
- Additional non-binding letters of support received from shareholders holding 9% and 7% of the outstanding stock of MLC and TURN, respectively
Closing anticipated in mid-2025, subject to customary closing conditions, including regulatory and shareholder approvals
- Subject to certain adjustments as detailed in the definitive Merger Agreement.
- Based on TURN estimated NAV of
$46.2 million as ofJanuary 15, 2025 , which does not include transaction fees and expenses incurred related to the Business Combination. Daily estimated NAVs used for the discount calculation outside of quarter-end dates are determined as prescribed in TURN's Valuation Procedures for Level 3 assets. Non-investment-related assets and liabilities used to determine estimated daily NAV are those reported as of the end of the prior quarter.
Mount Logan is a
- Two primary business segments: Asset Management, operating under Mount Logan Management, and Insurance Solutions, which operates primarily as
Ability Insurance Company , aNebraska -domiciled insurance company
Mount Logan Capital Business Model |
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Asset Management |
Insurance Solutions |
Integrated Platform |
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Fee-generating |
Recurring cash |
Low volatility, |
Spread earnings |
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management |
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Assets Under |
re-insured |
between assets |
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and performance |
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Management |
liabilities |
and liabilities |
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fees |
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Mount Logan AUM Since 2020 ($ billions)
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2020 |
2021 |
2022 |
2023 |
Sep-24 |
1. Please see important disclaimers regarding assets under management at the end of this presentation.
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Mount Logan's Experienced Management Team
Senior management have experience establishing and growing large-scale credit platforms at best-in-class institutions. Mount Logan's management team will continue to operate the business on a go-forward basis
CEO & Chairman of the Board
Co-President
- Currently Partner in charge of the Global Credit Business at
BC Partners (launched credit arm inFeb 2017 ) - Previously President of
Apollo Investment Corporation and the Chief Investment Officer ofApollo Investment Management - Previously at
Goldman Sachs for 13 years, most recently running the Bank Loan Distressed Investing Desk - Partner at
BC Partners , joined as part of the creation of BC Partners Credit in 2017 - Previously a Partner and Founding Member of
Wingspan Investment Management - Spent seven years in
Goldman Sachs' Special Situations Group and Bank Loan Distressed Investing Group inNew York andLondon
Co-President
CFO & Corporate Secretary
- Partner at
BC Partners , joined as part of the creation of BC Partners Credit in 2017 - Previously a Partner at
Stonerise Capital Partners where he spent more than five years - Spent several years at
Goldman Sachs in itsSpecial Situations Group and Investment Banking Division - Currently the Chief Financial Officer and Secretary of
Mount Logan Capital Inc. - Over 14 years of experience in the financial services industry, at
Silicon Valley Bank ,Galaxy Digital (TSX: GLXY),
andAmerican Express (NYSE: AXP) - Spent six years at
Pricewaterhouse Coopers LLP providing audit and consulting services in various roles - Chartered Professional Accountant (
Canada )
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Mount Logan Leadership's Shared History
Leadership of Mount Logan invested together successfully at
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10.0%
8.0%
6.0%
4.0%
2.0%
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1999 |
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Liquid Credit |
Illiquid Credit |
Liquid Credit |
Illiquid Credit |
Inception of Mount Logan and BC Partners Credit |
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Financials investing at tail end of Asian Crisis and start of tech bust. Focus on liquid credit across variety of industries after burst of tech bubble and subsequent wave of defaults
Built out illiquid credit and structured equity businesses in SSG: Canada SSG, distress for control, mid cap PE
Post GFC focus on liquid capital structures (mega LBOs, large bankruptcies & liquidations, stressed & distressed)
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