180 Degree Capital and Mount Logan Capital Proposed Merger Presentation Deck - Insurance News | InsuranceNewsNet

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January 18, 2025 Newswires
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180 Degree Capital and Mount Logan Capital Proposed Merger Presentation Deck

U.S. Markets via PUBT

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 U.S. Securities Act of 1933, as amended.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the entry into a definitive agreement for the contemplated combination of 180 Degree Capital Corp. ("180 Degree Capital") and Mount Logan Capital Inc. ("Mount Logan") in an all-stock transaction (the "Business Combination"), 180 Degree Capital intends to file with the U.S. Securities and Exchange Commission ("SEC") and mail to its shareholders a proxy statement on Schedule 14A (the "Proxy Statement"). In addition, the parent company of the combined business ("New Mount Logan") plans to file with the SEC a registration statement on Form S-4 (the "Registration Statement") that will register the exchange of New Mount Logan shares in the Business Combination and include the Proxy Statement and a prospectus of New Mount Logan (the "Prospectus"). The Proxy Statement and the Registration Statement (including the Prospectus) will each contain important information about 180 Degree Capital, Mount Logan, New Mount Logan, the Business Combination and related matters.

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 SEC at https://www.sec.gov or the website maintained by the Canadian securities regulators at www.sedarplus.ca. Copies of the documents filed by 180 Degree Capital are also available free of charge by accessing the Company's investor relations website at https://ir.180degreecapital.com.

3

Disclaimer and Caution About Forward-Looking Statements

CERTAIN INFORMATION CONCERING THE PARTICIPANTS

180 Degree Capital, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the Business Combination. Information about 180 Degree Capital's executive officers and directors is available in 180 Degree Capital's Annual Report filed on Form N-CSR for the year ended December 31, 2023, which was filed with the SEC on February 20, 2024, and in its proxy statement for the 2024 Annual Meeting of Shareholders ("2024 Annual Meeting"), which was filed with the SEC on March 1, 2024. To the extent holdings by the directors and executive officers of 180 Degree Capital securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC's website at https://www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the 180 Degree Capital shareholders in connection with the Business Combination will be contained in the Proxy Statement when such document becomes available.

Mount Logan Capital, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Mount Logan Capital in favor of the approval of the Business Combination. Information about Mount Logan Capital's executive officers and directors is available in Mount Logan Capital's annual information form dated March 14, 2024, available on its website at https://mountlogancapital.ca/investor-relations and on SEDAR+ at https://sedarplus.ca. To the extent holdings by the directors and executive officers of Mount Logan Capital securities reported in Mount Logan Capital's annual information form have changed, such changes have been or will be reflected on insider reports filed on SEDI at https://www.sedi.ca/sedi/. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mount Logan Capital shareholders in connection with the Business Combination will be contained in the Prospectus included in the Registration Statement when such document becomes available.

All amounts in this presentation are in United States dollars unless otherwise indicated.

THIRD PARTY SOURCES

This presentation contains information obtained by Mount Logan Capital and 180 Degree Capital from third parties, including but not limited to market and industry data. Market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data are not guaranteed. Mount Logan Capital and 180 Degree Capital believe such information to be accurate but have not independently verified any of the data from third party sources referred to in this presentation or ascertained the underlying assumptions relied upon by such sources. To the extent such information was obtained from third party sources, there is a risk that the assumptions made and conclusions drawn by Mount Logan Capital or 180 Degree Capital, respectively based on such representations are not accurate. References in this presentation to research reports or to articles and publications should not be construed as depicting the complete findings of the entire referenced report or article.

4

Disclaimer and Caution About Forward-Looking Statements

FORWARD-LOOKING STATEMENTS

This communication, and oral statements made from time to time by representatives of 180 Degree Capital and Mount Logan, may contain statements of a forward-looking nature relating to future events within the meaning of applicable securities laws. Forward-looking statements may be identified by words such as "anticipates," "believes," "could," "continue," "estimate," "expects," "intends," "will," "should," "may," "plan," "predict," "project," "would," "forecasts," "seeks," "future," "proposes," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions). Forward-looking statements are not statements of historical fact and reflect Mount Logan's and 180 Degree Capital's current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the Business Combination involving Mount Logan and 180 Degree Capital, including future financial and operating results, Mount Logan's and 180 Degree Capital's plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the Business Combination, and other statements that are not historical facts, including but not limited to future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this presentation will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Mount Logan and 180 Degree Capital shareholder approvals; the risk that Mount Logan or 180 Degree Capital may be unable to obtain governmental and regulatory approvals required for the Business Combination (and the risk that such approvals may result in the imposition of conditions that could adversely affect New Mount Logan or the expected benefits of the Business Combination); the risk that an event, change or other circumstance could give rise to the termination of the Business Combination; the risk that a condition to closing of the Business Combination may not be satisfied; the risk of delays in completing the Business Combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the Business Combination could have adverse effects on the market price of Mount Logan's common shares or 180 Degree Capital's common stock; unexpected costs resulting from the Business Combination; the possibility that competing offers or acquisition proposals will be made; the risk of litigation related to the Business Combination; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the Business Combination; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Combination; the dilution caused by issuance of additional shares of the combined company's capital stock in connection with the Business Combination; competition, government regulation or other actions; the ability of management to execute its plans to meet its goals; risks associated with the evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions; natural and man-made disasters; civil unrest, pandemics, and conditions that may result from legislative, regulatory, trade and policy changes; and other risks inherent in Mount Logan's and 180 Degree Capital's businesses. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Readers should carefully review the statements set forth in the reports, which Mount Logan and 180 Degree Capital have filed or will file from time to time with the applicable securities regulatory authorities in Canada and the United States.

Please see each company's securities filings filed with the applicable securities regulatory authorities in Canada and the United States for a more detailed discussion of the risks and uncertainties associated with each company's business and other significant factors that could affect each company's actual results. Neither Mount Logan nor 180 Degree Capital undertakes any obligation, and expressly disclaims any obligation, to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Any discussion of past performance is not an indication of future results. Investing in financial markets involves a substantial degree of risk. Investors must be able to withstand a total loss of their investment. The information herein is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions. The references and links to the websites www.180degreecapital.com and www.mountlogancapital.ca have been provided as a

5 convenience, and the information contained on such websites is not incorporated by reference into this presentation. Neither 180 Degree Capital nor Mount Logan is responsible for the contents of third-party websites.

Combination Creates US Exchange-Listed, Alternative Asset Management and Insurance Solutions Platform

• CboeCanada-listed alternative asset management and

• Nasdaq-listed registered closed-end fund with strong track record

insurance solutions platform

of investing in microcap public companies with a constructive

• $2.4+ billion Assets Under Management ("AUM") alternative

activist approach

• Strong balance sheet with no debt

asset manager generating an estimated $25 million in annual

cash fees1, with a focus on private credit

• Strong reputation for working with public companies to solve

• Wholly owned, regulated insurance solutions business with

capital structure problems and execute strategic initiatives to

$1.1 billion of assets, an experienced team, and 43 state licenses

create value

  • Track record of achieving attractiverisk-adjustedreturns for the benefit of investors and policyholders
    • 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

 BC Partners, a $40 billion AUM alternative asset manager, to continue its support of

Mount Logan Capital via a Servicing Agreement and as a shareholder

6

1. As of September 30, 2024.

Transaction Overview

  • Mount Logan Capital Inc. ("Mount Logan" or "MLC") and 180 Degree Capital Corp. ("180 Degree Capital" or "TURN") to combine in an all-stock transaction (the "Business Combination")
  • Business Combination reflects attractive valuations for each entity at close
    • MLC transaction equity value of approximately $67.4 million1 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 Capital2
    • Pro forma transaction equity value of approximately $113.6 million2
  • 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 called Mount 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

•

•

7

  • 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 180 Degree Capital

  • 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

  1. Subject to certain adjustments as detailed in the definitive Merger Agreement.
  2. Based on TURN estimated NAV of $46.2 million as of January 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 $2.4+ Billion AUM Alternative Asset Manager and Insurance Solutions Platform

Ted Goldthorpe, Matthias Ederer and Henry Wang formed Mount Logan in 2018, growing the business into a $2.4+ billion1 AUM alternative asset manager and insurance solutions platform with $1.1 billion of total assets1

  • Two primary business segments: Asset Management, operating under Mount Logan Management, and Insurance Solutions, which operates primarily as Ability Insurance Company, a Nebraska-domiciled insurance company

Mount Logan Capital Business Model

Asset Management

Insurance Solutions

Integrated Platform

Fee-generating

Recurring cash

Low volatility,

Spread earnings

management

Assets Under

re-insured

between assets

and performance

Management

liabilities

and liabilities

fees

Mount Logan AUM Since 2020 ($ billions)

$2.4

$2.4

$1.9

$2.0

$1.2

2020

2021

2022

2023

Sep-24

1. Please see important disclaimers regarding assets under management at the end of this presentation.

8

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

Ted Goldthorpe

CEO & Chairman of the Board

Matthias Ederer

Co-President

  • Currently Partner in charge of the Global Credit Business at BC Partners (launched credit arm in Feb 2017)
  • Previously President of Apollo Investment Corporation and the Chief Investment Officer of Apollo 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 in New York and London

Henry Wang

Co-President

Nikita Klassen

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 its Special 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),
    and American Express (NYSE: AXP)
  • Spent six years at Pricewaterhouse Coopers LLP providing audit and consulting services in various roles
  • Chartered Professional Accountant (Canada)

9

Mount Logan Leadership's Shared History

Leadership of Mount Logan invested together successfully at Goldman Sachs in the Special Situations Group ("SSG") and Distressed Investing Group. The trio co-founded Mount Logan and BC Partners Credit, which they continue to lead today

U.S High Yield Default Rate

U.S Leveraged Loan Default Rate

10.0%

8.0%

6.0%

4.0%

2.0%

-

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Liquid Credit

Illiquid Credit

Liquid Credit

Illiquid Credit

Inception of Mount Logan and BC Partners Credit

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)

Mr. Goldthorpe ran illiquid credit businesses for Apollo including the U.S. Opportunistic Credit business which grew substantially

10

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

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Disclaimer

180 Degree Capital Corp. published this content on January 18, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 18, 2025 at 21:20:18.510.

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