In a move that’s making waves across the alternative asset management landscape, 180 Degree Capital Corp. and Mount Logan Capital Inc. have announced significant enhancements to their proposed business combination, responding directly to investor feedback and market demands. The revised deal, unveiled on August 18, 2025, aims to deliver greater value and liquidity to 180 Degree Capital shareholders, while laying the groundwork for a new powerhouse in the U.S.-listed alternative asset management and insurance solutions sector.
According to citybiz and InvestingPro, the boards of both companies have agreed that 180 Degree Capital shareholders will now receive shares in the merged entity—dubbed New Mount Logan—valued at 110% of 180 Degree Capital’s net asset value (NAV) at closing. This is a notable increase from the previously agreed 100%, and it’s a change that comes after what both companies describe as “constructive shareholder feedback.” The enhanced terms are designed to better align shareholder interests and to provide a more compelling proposition for those considering the merger.
But that’s not all. In a bid to further sweeten the deal and provide immediate liquidity, New Mount Logan, together with its management and affiliates, has committed to launching a tender offer for up to $15 million of its common stock within 60 days of closing. The offer price will be pegged to the closing price per share implied by the sum of 180 Degree Capital’s NAV and the value ascribed to Mount Logan at signing—a figure set at $67.4 million, subject to certain pre-closing adjustments. Additional tenders and stock repurchases of up to $10 million are expected to roll out periodically over the 24 months following the deal’s completion.
These liquidity programs, as detailed by citybiz, represent roughly 50% of 180 Degree Capital’s closing NAV and about 25% of New Mount Logan’s estimated total market value as of August 15, 2025. The programs may take various forms, including open market purchases and privately negotiated transactions, and will be conducted in accordance with applicable securities laws. Notably, the management teams and insiders from both companies have pledged not to participate in these offers—an unusual but pointed move intended to focus the return of capital on non-insider shareholders. This, the companies say, underscores management’s confidence in the long-term prospects of New Mount Logan.
Ted Goldthorpe, Chief Executive Officer of Mount Logan, expressed his enthusiasm for the deal’s prospects. “On behalf of Mount Logan’s Board and management, we could not be more excited about the value creation potential of our combined companies as we approach the close of the proposed Business Combination,” Goldthorpe said in a press release. He added, “We appreciate the constructive dialogue with shareholders, which has strengthened our conviction in the deal’s strategic and financial merits. Our commitment to the post-closing Liquidity Programs at or above the Closing Merger Value underscores that confidence and provides meaningful upside from current share prices – aligning the interests of management, shareholders, and our partners.”
Kevin M. Rendino, CEO of 180 Degree Capital, echoed these sentiments. “The support for our proposed Business Combination has been overwhelming, with nearly 63% of shareholders voting in favor of the merger prior to the announcement of these enhanced terms, and over 95% of votes cast were in favor,” Rendino stated. He continued, “We believe this transaction allows our net asset value to be the floor for our stock price rather than the ceiling. The post-merger commitment to repurchases or tenders for stock at or above the Closing Merger Value provides further support for this thesis.”
The companies are now gearing up for special shareholder meetings scheduled for August 22, 2025, where final approval for the combination will be sought. For 180 Degree Capital, the transaction requires a two-thirds majority, or 66.67% of shareholder approval. With nearly 63% of outstanding shares already backing the deal, and over 95% of votes cast in favor, the companies are optimistic about clearing this final hurdle. Shareholders have been encouraged to review the joint proxy statement and prospectus available on both companies’ investor relations websites and to cast their votes accordingly.
The new entity, if approved, will be a U.S.-exchange-listed alternative asset management and insurance solutions platform, with management expecting to pay quarterly cash dividends (subject to board approval). This marks a strategic shift for both firms. 180 Degree Capital, long known as a closed-end fund focused on undervalued small public companies and constructive activism, will be joining forces with Mount Logan’s alternative asset management expertise and insurance solutions, which include public and private debt securities and reinsurance of annuity products. Mount Logan’s wholly owned subsidiaries, Mount Logan Management LLC and Ability Insurance Company, will play key roles in the new structure.
However, not all stakeholders are entirely on board. Marlton Partners L.P., a significant shareholder holding approximately 5.2% of 180 Degree Capital, has nominated four director candidates for election to 180 Degree Capital’s board at a separate special meeting set for September 15, 2025. Marlton Partners has been vocal in its criticism of the board for what it perceives as delays in bringing the merger to a shareholder vote—a process first announced back in January 2025. According to InvestingPro, Marlton has also highlighted the substantial deal-related expenses, which are expected to run between $6 million and $7 million, representing 15.8% of 180 Degree Capital’s first-quarter net asset value. The fund’s NAV, incidentally, declined by 4.7% through the first quarter of 2025, adding to shareholders’ concerns about costs and timing.
Despite these concerns, the prevailing sentiment among shareholders appears to be supportive of the combination, especially in light of the enhanced terms. As Kevin M. Rendino noted, “With these enhanced terms, we believe we are now well positioned to obtain the required vote to approve the proposed Business Combination. As we have stated from the announcement of the proposed Business Combination, we believe this transaction allows our net asset value to be the floor for our stock price rather than the ceiling.”
For those interested in the finer details, both companies have made comprehensive merger analysis and valuation metrics available through their investor relations portals and third-party research platforms such as InvestingPro. Shareholders are being strongly encouraged to participate in the upcoming votes, with 180 Degree Capital offering assistance via their proxy solicitor, EQ Fund Solutions, for any questions or issues regarding voting materials.
With the August 22 meetings just around the corner, the fate of the merger—and the future shape of both 180 Degree Capital and Mount Logan—hangs in the balance. If approved, the combination promises to create a formidable new player in the alternative asset management and insurance space, offering enhanced value, liquidity, and growth opportunities for shareholders. The coming weeks will reveal whether this ambitious vision becomes reality or whether dissenting voices will chart a different course for these two companies.
