MergerJun 18, 2026, 07:01 AM
Chicago Atlantic BDC to Merge with REFI in All-Stock Deal
AI Summary
Chicago Atlantic Real Estate Finance, Inc. (REFI) and Chicago Atlantic BDC, Inc. (LIEN) announced a definitive merger agreement where REFI will merge into LIEN in an all-stock, strategic combination. LIEN will be the surviving public entity, with REFI stockholders receiving LIEN common stock based on an adjusted NAV-for-NAV exchange. The transaction is expected to create a combined entity with a pro-forma NAV of $613 million and a portfolio of $771 million, aiming to enhance competitive positioning, diversification, and access to debt capital. The merger is anticipated to close in Q4 2026.
Key Highlights
- REFI to merge with and into LIEN in an all-stock, strategic combination, with LIEN as the surviving entity.
- REFI stockholders will receive LIEN common stock based on an adjusted NAV-for-NAV exchange ratio.
- Based on March 31, 2026 NAVs, former REFI stockholders are expected to own approximately 50.5% of LIEN post-merger.
- The combined entity will have a pro-forma NAV of $613 million and a pro-forma portfolio of $771 million.
- The LIEN board will consider a stock repurchase program of up to $25.0 million post-closing.
- Peter Sack will lead the combined company as Chief Executive Officer.
- Chicago Atlantic will fund $2.0 million of REFI's transaction-related expenses.
- The merger is expected to close in the fourth quarter of 2026, subject to stockholder and regulatory approvals.
Price Impact
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