Chicago Atlantic BDC to Merge with Chicago Atlantic Real Estate Finance in All-Stock NAV-for-NAV Transaction

summarizeSummary

Chicago Atlantic BDC (LIEN) announced a definitive agreement to merge with Chicago Atlantic Real Estate Finance (REFI) in an all-stock, NAV-for-NAV transaction, creating a significantly larger BDC with enhanced market positioning and a diversified portfolio.

check_boxKey Events

• Merger Agreement Signed

  Chicago Atlantic BDC (LIEN) will acquire Chicago Atlantic Real Estate Finance (REFI) in an all-stock, NAV-for-NAV merger, with LIEN as the surviving entity. Based on March 31, 2026 NAVs, former REFI stockholders would own approximately 50.5% of LIEN post-merger.

• Significant Scale Increase

  The combined company will have a pro-forma Net Asset Value of $613 million and a pro-forma portfolio of $771 million, based on March 31, 2026 financials.

• REFI to Convert to BDC

  Prior to the merger, REFI will elect to be regulated as a Business Development Company (BDC).

• Shareholder & Regulatory Approvals

  The merger requires approval from both companies' stockholders and is expected to close in Q4 2026.

auto_awesomeAnalysis

Chicago Atlantic BDC (LIEN) is acquiring Chicago Atlantic Real Estate Finance (REFI) in a significant all-stock merger. This transaction will more than double LIEN's net asset value and portfolio size, creating a larger, more diversified Business Development Company (BDC). The merger is expected to enhance market positioning, improve access to capital, and potentially drive earnings accretion. The combined entity will maintain a focus on cannabis and underserved middle markets. The LIEN board will also consider a $25 million share repurchase program post-closing, and the manager is funding $2 million of REFI's transaction expenses.