Core Viewpoint - 180 Degree Capital Corp. has received a recommendation from Glass Lewis to vote "FOR" the all-stock merger with Mount Logan Capital Inc., indicating a favorable assessment of the merger's strategic rationale and valuation for shareholders [1][2]. Summary by Sections Merger Recommendation - Glass Lewis supports the proposed merger, highlighting the strategic rationale and favorable valuation for 180 Degree Capital shareholders [1]. - The recommendation is based on a well-run process by the Special Committee of 180 Degree Capital's Board of Directors in evaluating strategic alternatives [1]. Shareholder Engagement - CEO Kevin M. Rendino expressed confidence in the merger's potential to create significant shareholder value, bolstered by positive early voting and discussions with shareholders [2]. - The special meeting for shareholder voting is scheduled for August 22, 2025, with instructions provided for casting votes [2]. Company Background - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small companies, aiming for significant turnarounds through constructive activism [4]. - The company emphasizes the importance of shareholder value and has conducted thorough negotiations to secure an improved offer from Mount Logan compared to the initial proposal [5]. Proxy Materials - 180 Degree Capital has filed a definitive proxy statement with the SEC regarding the merger, urging shareholders to read the materials carefully for important information [6]. - Shareholders can access the joint proxy statement and prospectus through the company's investor relations website [2][6].

Core Viewpoint - 180 Degree Capital expresses optimism regarding its proposed business combination with Mount Logan Capital Inc. and highlights positive developments from its portfolio company, Synchronoss Technologies, Inc. [1][2] Financial Performance - Synchronoss Technologies received $30.2 million of its $33.9 million tax refund, expecting the remaining $3.7 million before Labor Day 2025 [1] - 75% of the tax refund proceeds, approximately $25.4 million, will be used to pay down part of a $200 million term loan, resulting in annual interest savings of about $2.9 million [1] - After the loan payment, Synchronoss will have total debt of $173.4 million, cash of approximately $30 million, and net debt of approximately $143 million [1] - Synchronoss has reduced its total debt by over $100 million in the last four years [1] Shareholder Value - 180 Degree Capital's net asset value per share (NAV) is estimated to be approximately $5.10, with a year-to-date growth of about 10% in NAV, significantly outperforming the Russell Microcap Index's total return of 4.8% [2] - The company owns approximately 890,000 shares of Synchronoss, and the positive developments are expected to enhance the value of 180 Degree Capital's holdings [1][2] Business Combination - The proposed all-stock merger with Mount Logan Capital is anticipated to close soon, with 180 Degree Capital's shareholders expected to own more than 40% of the combined company [2] - The management team of Synchronoss, particularly the CFO, is commended for strengthening the company's balance sheet and reducing interest payments, which benefits common stockholders [2]

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.

Core Points - 180 Degree Capital Corp. has filed definitive proxy materials for a proposed all-stock merger with Mount Logan Capital Inc. [1] - The Special Meeting for the approval of the Business Combination is scheduled for August 22, 2025, with a record date of July 8, 2025 [1] - A shareholder call is set for July 15, 2025, to discuss preliminary Q2 2025 results and the proposed Business Combination [2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3] Business Combination Details - The merger agreement between 180 Degree Capital and Mount Logan was dated January 16, 2025, and involves the exchange of shares in the Business Combination [5] - A definitive proxy statement has been filed with the SEC, which includes important information about the merger and related matters [5] Management Insights - Kevin Rendino, CEO of 180 Degree Capital, expressed optimism about shareholder support for the Business Combination, noting strong initial indications [2] - Ted Goldthorpe, CEO of Mount Logan, highlighted growth opportunities for the combined companies and the benefits of a NASDAQ listing [2]

Group 1 - 180 Degree Capital Corp. announced a preliminary net asset value (NAV) per share of $4.80 as of June 30, 2025, reflecting an increase of approximately 8.6% from the previous quarter and 3.4% year-to-date [1][4] - The company filed an amended preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., with a valuation of Mount Logan at approximately $67.4 million [2][6] - A shareholder call is scheduled for the week of July 14, 2025, to discuss Q2 2025 results and the proposed Business Combination [3] Group 2 - The CEO of 180 Degree Capital highlighted a year-to-date net total return of $0.16, or +3.4%, which compares favorably to the +1.1% total return of the Russell Microcap Index [4] - The gross total return of public investments for the first half of 2025 was approximately +16.0%, significantly outperforming the -1.1% total return of the Russell Microcap Index [4] - The company believes there are material value creation opportunities for its holdings leading up to the anticipated close of the Business Combination, pending shareholder and regulatory approvals [4] Group 3 - The proposed Business Combination is viewed as a unique opportunity for future value creation for all shareholders of 180 Degree Capital [4] - The company is close to completing the SEC review process, which will allow it to seek shareholder approval for the Business Combination [4] - 180 Degree Capital focuses on investing in undervalued small publicly traded companies with potential for significant turnarounds through constructive activism [5]

Core Points - 180 Degree Capital Corp. has rescheduled its special meeting of shareholders for electing directors to September 15, 2025 [1] - The date change follows discussions with shareholders who submitted a demand letter on June 17, 2025, acknowledging the company's focus on minimizing expenses and maximizing net asset value ahead of a proposed merger with Mount Logan Capital Inc. [2] - The company anticipates securing necessary regulatory approvals to hold the special meeting and potentially close the merger before the new meeting date [2] Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4] - The company plans to file a proxy statement with the SEC regarding the Director Election Special Meeting and the Business Combination with Mount Logan [5][7] - The merger agreement between 180 Degree Capital and Mount Logan Capital Inc. was established on January 16, 2025, and involves an all-stock transaction [6]

Core Viewpoint - 180 Degree Capital Corp. is holding a special meeting on August 18, 2025, to elect directors, following a shareholder demand request submitted on June 17, 2025, instead of an annual meeting [1][2] Group 1: Special Meeting and Shareholder Engagement - The Board of Directors has set a record date of July 18, 2025, for the special meeting and is verifying the shareholding percentage of the demanding shareholders [2] - The company aims to minimize expenses and maximize net asset value ahead of its proposed merger with Mount Logan Capital Inc. [3] - The CEO emphasizes the importance of constructive conversations with shareholders and expresses appreciation for the support received for the Business Combination [3] Group 2: Business Combination with Mount Logan - The proposed merger with Mount Logan is an all-stock transaction, which is expected to enhance the capital structure and provide comprehensive solutions for small-cap companies [3] - The company believes that the Business Combination will create substantial value for shareholders and views the net asset value per share as a potential floor for future value creation [3] - Progress is being made in the SEC review process required for the Business Combination, with an amended preliminary joint proxy statement filed on June 12, 2025 [3] Group 3: Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]

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]

Financial Performance - Stock price increased from $3.67 to $3.97, an increase of 8.2%[4] - NAV/Share decreased from $4.64 to $4.42, a decrease of 4.7%[4] - Stock Price/NAV increased from 79% to 90%[4] - Cash + Public and Public-Related Securities decreased from $47.1 million to $45.9 million, a decrease of 2.6%[4] - Public portfolio net value increased by approximately $2.2 million from the prior quarter[4] Portfolio Activity - Largest increases in public portfolio value were in SNCR (+$1.1 million), IVAC (+$0.7 million), and ACNT (+$0.6 million)[4] - Largest decreases in public portfolio value were in LTRX (-$1.1 million) and CVGI (-$0.5 million)[4] - New positions were added in AVNW and MAMA, while positions in BCOV and IVAC were exited[4] - Private portfolio value did not change materially from the prior quarter[4] Expense Management - Total operating expenses decreased by $239,857, or 25%, from Q1 2024 ($944,087) to Q1 2025 ($704,230)[30]

Core Viewpoint - 180 Degree Capital Corp. is optimistic about its proposed Business Combination with Mount Logan Capital Inc., believing it will create significant shareholder value and enhance its net asset value (NAV) [1][4][13]. Financial Performance - As of Q1 2025, 180 Degree Capital reported a net asset value per share of $4.42, reflecting a decrease of 4.7% from the previous quarter [1][14]. - Mount Logan's financial statements were converted from IFRS to US GAAP, resulting in an increase in reported fee-related earnings for 2024 to approximately $9.1 million and an increase in shareholder equity value to approximately $104.1 million as of December 31, 2024 [2][3]. Business Combination Details - The proposed Business Combination is expected to yield a combined entity with an estimated shareholder equity value of nearly $140 million, with 180 Degree Capital shareholders potentially receiving a portion greater than their NAV at the time of the transaction [4][6]. - The support from significant shareholders, who account for approximately 27% of outstanding shares, indicates strong backing for the Business Combination [12][13]. Investment Strategy and Market Position - Mount Logan has approximately $2.4 billion in assets under management, which is expected to generate predictable fee revenue and provide operational leverage through its association with BC Partners [9][10]. - The focus on the fast-growing private credit market positions Mount Logan as an undervalued opportunity, particularly as it is listed on the Cboe Canada exchange rather than a US national exchange [9][10]. Historical Performance - Since the management takeover in 2016, 180 Degree Capital has generated a gross total return of 198.7% and a net total return of -37.0% as of Q1 2025 [11][14]. - The public portfolio's gross total return for Q1 2025 was 4.5%, outperforming the Russell Microcap Index, which had a total return of -14.4% [11][14].