Monitor shareholder votes and regulatory approvals for the merger, expected to close in Q4 2026. The exchange ratio will be determined by NAV calculations shortly before closing, so watch for any material changes in portfolio valuations. The $25M buyback consideration adds a potential catalyst post-close.
Price Chart
Executive Summary
Chicago Atlantic BDC, Inc. (LIEN) and Chicago Atlantic Real Estate Finance, Inc. (REFI) have entered into a definitive merger agreement under which REFI will elect BDC status and merge into LIEN in an all-stock, NAV-for-NAV exchange. The combined entity will have a pro-forma NAV of ~$613M and a portfolio of ~$771M, with REFI stockholders expected to own ~50.5% of the combined company. The merger is subject to shareholder and regulatory approvals, with a target close in Q4 2026.
Key Financial Metrics
Key Facts
- All-stock, NAV-for-NAV merger of REFI into LIEN, with REFI electing BDC status prior to closing.
- Pro-forma NAV of approximately $613 million and pro-forma portfolio of approximately $771 million.
- REFI stockholders expected to own approximately 50.5% of the combined company based on March 31, 2026 NAVs.
- LIEN board will consider in good faith a $25 million share repurchase program post-closing.
- Chicago Atlantic has committed $2 million to fund REFI's transaction expenses.
- Target closing in Q4 2026, subject to shareholder and regulatory approvals.
Financial Impact
Creation of a combined BDC with ~$613M NAV and ~$771M portfolio; potential for earnings accretion through operating efficiencies and prudent leverage.
Risk Factors
- Failure to obtain required shareholder approvals from both LIEN and REFI.
- Regulatory or lender consent delays or denials, including SEC effectiveness of the registration statement.
- Risk that the merger does not close by the June 30, 2027 termination date.
- Potential for competing acquisition proposals or stockholder litigation.
- Integration risk and potential for lower-than-expected synergies.
Market Snapshot
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001213900-26-069857 |
| Document: ea0295159-8k425_chicago.htm | 0001213900-26-069857 |
| Document: ea029515901ex99-2.htm | 0001213900-26-069857 |
| Document: ea029515901ex10-1.htm | 0001213900-26-069857 |
| Document: ea029515901ex10-2.htm | 0001213900-26-069857 |
| Document: ea029515901ex99-1.htm | 0001213900-26-069857 |
| Document: 0001213900-26-069857-index-headers.html | 0001213900-26-069857 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 1, 2026 27d ago | EFFECT | $9.45 $9.39 | ▼ −0.63% | ▼ −1.94% | $9.10 (−3.70%) |
Aug 24, 2026 9w ago | Insider Cluster | $10.19 $10.27 | ▲ +0.79% | ▲ +1.32% | $9.10 (−10.70%) |
Aug 19, 2026 9w ago | Insider Cluster | $9.78 $10.14 | ▲ +3.68% | ▲ +2.57% | $9.10 (−6.95%) |
Aug 13, 2026 10w ago | DEFA14A | $9.44 $9.78 | ▲ +3.60% | ▲ +5.57% | $9.10 (−3.60%) |
Jun 18, 2026 18w ago | DEFA14A | $10.24 $10.40 | ▲ +1.56% | ▲ +3.23% | $9.10 (−11.13%) |
Jun 18, 2026 18w ago | 425 | $10.24 $10.40 | ▲ +1.56% | ▲ +3.23% | $9.10 (−11.13%) |
Jun 18, 2026 18w ago | 8-K | $10.24 $10.40 | ▲ +1.56% | ▲ +3.23% | $9.10 (−11.13%) |
Jun 18, 2026 18w ago | Press Release | $10.24 $10.40 | ▲ +1.56% | ▲ +3.23% | $9.10 (−11.13%) |
May 14, 2026 23w ago | 8-K | $9.83 $9.82 | ▼ −0.10% | ▲ +0.62% | $9.10 (−7.43%) |
May 14, 2026 23w ago | Press Release | $9.83 $9.82 | ▼ −0.10% | ▲ +0.62% | $9.10 (−7.43%) |
US Market Status
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