Monitor the upcoming joint proxy statement/prospectus filing and shareholder vote timelines. The merger is expected to close in Q4 2026, with key milestones including SEC effectiveness of the registration statement and receipt of required stockholder approvals. The combined company's increased scale may improve trading liquidity and institutional visibility.
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 in investments, 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
- REFI will elect BDC status and merge into LIEN on an adjusted NAV-for-NAV basis
- Pro-forma combined NAV of ~$613M and investment portfolio of ~$771M
- REFI stockholders expected to own ~50.5% of the combined company post-merger
- Support agreements cover ~4.8% of REFI and ~12.9% of LIEN outstanding shares
- LIEN board to consider a $25M share repurchase program post-closing
- Chicago Atlantic has committed $2M to fund REFI's transaction expenses
- Merger expected to close in Q4 2026, subject to shareholder and regulatory approvals
Financial Impact
Pro-forma combined NAV of ~$613M and investment portfolio of ~$771M; REFI stockholders expected to own ~50.5% of combined entity
Risk Factors
- Risk that required stockholder or regulatory approvals are not obtained
- Risk that the exchange ratio based on NAV calculations may differ from current expectations
- Risk that REFI may not maintain its REIT qualification through the effective time of the merger
- Risk that the combined company may not qualify as a RIC post-merger
- Risk that the $25M share repurchase program may not be adopted or may differ in terms
Market Snapshot
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-069853 |
| Document: ea0295159-8k425_chicago.htm | 0001213900-26-069853 |
| Document: ea029515901ex99-2.htm | 0001213900-26-069853 |
| Document: ea029515901ex10-1.htm | 0001213900-26-069853 |
| Document: ea029515901ex10-2.htm | 0001213900-26-069853 |
| Document: ea029515901ex99-1.htm | 0001213900-26-069853 |
| Document: 0001213900-26-069853-index-headers.html | 0001213900-26-069853 |
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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