180 Degree Capital (TURN)

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180 Degree Capital (TURN) Update / Briefing Transcript
2025-07-15 18:00
Summary of 180 Degree Capital Corp. Shareholder Update Call Company and Industry - **Company**: 180 Degree Capital Corp. - **Industry**: Alternative Asset Management and Private Credit Key Points and Arguments 1. **Business Combination with Mt. Logan Capital**: The call focused on the proposed business combination with Mt. Logan Capital, which is expected to enhance shareholder value and position the company for growth [5][6][19]. 2. **Transformation of Business Model**: The company has transitioned from a venture capital model to an asset-light operating company, which is anticipated to improve valuation metrics based on operating performance rather than net asset value [16][35]. 3. **Financial Performance**: Since leadership changes in 2017, the investment strategy has generated approximately $38.7 million in gains, representing a gross total return of 253% and an internal rate of return (IRR) of 16% [12]. 4. **Reduction of Legacy Assets**: The company successfully transformed its balance sheet from 80% illiquid venture investments to 99% liquid assets and cash, which is expected to attract investors focused on short-term gains [13][14]. 5. **Market Positioning**: The combined entity will manage over $2.4 billion in assets, focusing on the high-growth private credit market, which is seen as an attractive alternative asset class [19][28]. 6. **Shareholder Benefits**: The merger is expected to provide shareholders with quarterly dividends, marking a significant change as they have not received dividends since February 2001 [20][36]. 7. **Valuation and Growth Potential**: The merger is projected to shift the valuation from net asset value to operating metrics, potentially unlocking substantial value for shareholders [16][22]. 8. **Management Team**: The management team from Mt. Logan is highlighted as experienced and capable, with a strong track record in private credit [17][18]. 9. **Strategic Growth Opportunities**: The merger is expected to create synergies, reduce costs, and enhance the ability to pursue both organic and inorganic growth opportunities [33][35]. 10. **Regulatory Process**: The call addressed the lengthy SEC review process, emphasizing compliance and the importance of shareholder engagement during the merger process [40][78]. Other Important but Possibly Overlooked Content 1. **Historical Context**: The company faced significant challenges in 2016, including high annual expenses and a legacy portfolio that negatively impacted net asset value [8][11]. 2. **Shareholder Engagement**: The management emphasized their commitment to transparency and open communication with shareholders throughout the merger process [7][44]. 3. **Activist Investor Response**: The management addressed concerns regarding activist investors and their impact on shareholder value, asserting their focus on long-term growth rather than short-term tactics [37][38]. 4. **Comparison with Peers**: The management provided comparisons with larger asset managers like Apollo and KKR, indicating potential for significant valuation uplift post-merger [62]. This summary encapsulates the key discussions and insights from the shareholder update call, highlighting the strategic direction and anticipated benefits of the proposed business combination.
180 Degree Capital Corp. Notes Business and Merger-Related Updates Including:
Globenewswire· 2025-07-10 12:00
PRELIMINARY NET ASSET VALUE PER SHARE AS OF JUNE 30, 2025, OF $4.80THE FILING OF AN UPDATED PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS FOR PROPOSED BUSINESS COMBINATION WITH MOUNT LOGAN CAPITAL INC. PLAN TO SCHEDULE SHAREHOLDER CALL DURING WEEK OF JULY 14, 2025. MONTCLAIR, N.J., July 10, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital”) today announced its preliminary net asset value (“NAV”) per share as of June 30, 2025, of $4.80, which is an increase of approximately ...
180 Degree Capital Corp. Amends Election of Director Special Meeting Date Pursuant to Shareholder Demand Under New York Business Law
Globenewswire· 2025-06-27 12:00
MONTCLAIR, N.J., June 27, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital”) today provides notice to its shareholders that the date of the previously announced special meeting of shareholders for the sole purpose of electing directors (“Director Election Special Meeting”) has been moved to September 15, 2025. This change of date resulted from constructive conversations with the shareholders who submitted a demand request on June 17, 2025 (the “Demand Letter”), who acknow ...
180 Degree Capital Corp. Provides Process Update on Proposed Merger with Mount Logan Capital Inc.
Globenewswire· 2025-06-05 12:00
Core Viewpoint - 180 Degree Capital Corp. is progressing with its proposed all-stock merger with Mount Logan Capital Inc., with expectations to seek shareholder approval in the third quarter of 2025 [1][3][5] Financial Statements and Regulatory Filings - An amended preliminary proxy statement was filed on May 6, 2025, containing audited financial statements of Mount Logan, converted to U.S. GAAP from IFRS to meet SEC requirements [2] - Yukon Parent, the legal acquirer in the merger, filed an amended registration statement on Form S-4 to register the issuance of shares to shareholders of both companies [2] SEC Review Process - Both the proxy statement and Form S-4 are undergoing the standard SEC review process, with plans to set record and meeting dates for a special shareholder meeting once SEC comments are cleared [3] - The company aims to commence the proxy solicitation process and hold the special meeting for shareholder voting during the third quarter of 2025 [3] Stock Performance and Market Context - Since the announcement of the proposed merger, 180 Degree Capital's common stock price has increased by 5.6%, contrasting with a 4.9% decline in the Russell Microcap Index [4] - The company believes that transitioning to an operating company will establish its net asset value as a price floor rather than a ceiling, which is typical for closed-end funds [4] Shareholder Support and Voting Agreements - Approximately 14% of non-insider shareholders have signed voting agreements or provided non-binding indications of support for the merger [5] - The voting agreement represents the entirety of the agreement related to the Business Combination, with no separate agreements with those providing non-binding support [5] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small public companies, aiming for significant turnarounds through constructive activism [6]
180 Degree Capital (TURN) - 2025 Q1 - Earnings Call Presentation
2025-05-27 22:09
Value Creation Through Constructive Activism Q1 2025 Shareholder Update Slides May 19, 2025 1 4 Safe Harbor Statement This presentation may contain statements of a forward-looking nature relating to future events. Statements contained in this presentation that are forward-looking statements are intended to be made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to the inherent uncertainties in predicting future resu ...
180 Degree Capital Corp. Notes Preliminary Net Asset Value per Share of $4.42 as of March 31, 2025, and Portfolio Company Updates From Q1 2025
Newsfilter· 2025-04-14 12:00
MONTCLAIR, N.J., April 14, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) ("180 Degree Capital") provided the following update regarding its portfolio company holdings during the first quarter of 2025. 180 Degree Capital began building new positions in three publicly traded companies during Q1 2025, that it looks forward to discussing in future communications with investors. "As we mentioned in our press release on March 24, 2025, that noted the filing of our preliminary joint proxy stateme ...
180 Degree Capital Corp. Notes Filing of Preliminary Joint Proxy Statement/Prospectus for Proposed Business Combination With Mount Logan Capital Inc. and Provides Interim Update on Developments in Q1 2025
Globenewswire· 2025-03-24 15:00
Core Viewpoint - 180 Degree Capital Corp. has filed a preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., which is expected to create a new entity listed on Nasdaq under the symbol "MLCI" [1][2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies with turnaround potential [3] Business Combination Details - The merger will result in shareholders of 180 Degree Capital receiving ownership in the new entity based on the net asset value (NAV) at closing, with Mount Logan valued at approximately $67.4 million at signing [1][2] - The merger agreement includes plans for a proxy statement and registration statement to be filed with the SEC, detailing the business combination and related matters [5] Management Commentary - The CEO of 180 Degree Capital expressed optimism about the merger, highlighting the potential for value creation and the positive performance of portfolio holdings in Q1 2025 [2] - The President of 180 Degree Capital noted significant outperformance of the investment portfolio compared to the Russell Microcap Index, driven by key catalysts [2] Future Outlook - The company anticipates additional value-creating catalysts in its portfolio leading up to the merger's closing [2] - Management plans to be active purchasers of 180 Degree Capital shares once the trading window opens following the filing of updated financial statements [2]
Shareholder Alert: The Ademi Firm investigates whether 180 Degree Capital Corp. is obtaining a Fair Price for its Public Shareholders
Prnewswire· 2025-02-24 17:47
Core Insights - The Ademi Firm is investigating 180 Degree Capital for potential breaches of fiduciary duty and other legal violations related to its transaction with Mount Logan [1] Transaction Details - In the transaction, 180 Degree Capital stockholders will receive newly issued shares of common stock of New Mount Logan based on the net asset value (NAV) per share of 180 Degree Capital, with Mount Logan valued at $67.4 million at signing, subject to pre-closing adjustments [2] - Estimated pro forma post-merger shareholder ownership is approximately 40% for current 180 Degree Capital shareholders and 60% for current Mount Logan shareholders [2] - 180 Degree Capital insiders are expected to receive substantial benefits as part of change of control arrangements [2] Competitive Transaction Limitations - The transaction agreement imposes significant penalties on 180 Degree Capital if it accepts a competing bid, which may limit competing transactions [3] - The investigation focuses on whether the board of directors of 180 Degree Capital is fulfilling their fiduciary duties to all shareholders [3]
180 Degree Capital Corp. Issues Q4 2024 Shareholder Letter
Globenewswire· 2025-02-14 12:30
Core Viewpoint - 180 Degree Capital Corp. has announced a definitive agreement to merge with Mount Logan Capital Inc., which is seen as a strategic move to transition into an operating company and unlock value for shareholders [1][2][4]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in undervalued small publicly traded companies [15]. - Mount Logan Capital Inc. has approximately $2.4 billion in assets under management as of September 30, 2024, which is expected to generate predictable fee revenue [5]. Business Combination Details - The proposed business combination is viewed as a unique opportunity for 180 Degree Capital to differentiate itself from other closed-end funds [2]. - The combination aims to shift the valuation from net asset value to operating metrics, potentially increasing the company's market valuation [5]. - The merger is expected to provide operational leverage and unique investment access through BC Partners, enhancing economies of scale [5]. Shareholder Support - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [7]. Historical Performance - Since the inception of 180 Degree Capital, the company has made significant changes, including reducing operating expenses by 44% from $6.0 million in June 2016 to $3.5 million in December 2024 [8]. - The percentage of private investments has decreased from 86% in June 2016 to less than 1% in December 2024, while public investments have increased from 14% to over 99% in the same period [8]. Future Outlook - The management team expresses strong confidence in the future of the combined entity and believes the business combination will create long-term shareholder value [4][14].
180 Degree Capital Corp. Reports Net Asset Value Per Share (“NAV”) of $4.64 as of December 31, 2024
Globenewswire· 2025-02-14 11:00
Core Viewpoint - 180 Degree Capital Corp. reported its financial results for the year ending December 31, 2024, and highlighted a significant business combination with Mount Logan Capital Inc. that is expected to enhance shareholder value [1][2]. Financial Performance - The gross total return from inception through the end of 2024 was +205%, outperforming the Russell Microcap Index's +69% [2]. - In Q4 2024, the public portfolio gross total return (excluding SMA carried interest) was 7.8%, while the change in NAV was +5.5% [2]. - The change in stock price for Q4 2024 was +8.7%, contrasting with a -10.5% change over the past year [2]. Business Combination - The company announced a definitive agreement to merge with Mount Logan Capital, which is seen as a strategic evolution for 180 Degree Capital [2]. - Approximately 27% of outstanding shares are supported by large shareholders who have signed voting agreements or provided non-binding indications of support for the business combination [2]. - The leadership transition is expected to create significant value for shareholders, with a focus on long-term growth [2]. Shareholder Communication - A registration statement and joint proxy statement/prospectus will be filed with the SEC to provide detailed information about the business combination and its benefits [2][5]. - The company encourages shareholders to review the upcoming proxy statement and prospectus for important information regarding the merger [5]. Company Overview - 180 Degree Capital Corp. is a closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4].