Monitor for filing of the N-14 registration statement and joint proxy statement, which will contain the exchange ratio calculation and voting timeline. The NAV-for-NAV structure means REFI shareholders' ownership percentage in the combined entity will depend on the NAV calculations shortly before closing. The $25 million share repurchase program consideration is a positive signal but not guaranteed. Watch for any competing proposals or regulatory delays that could affect the Q4 2026 timeline.
Price Chart
Executive Summary
REFI (Chicago Atlantic Real Estate Finance) has entered into a definitive merger agreement with LIEN (Chicago Atlantic BDC) under which REFI will elect to be regulated as a BDC and then merge with and into LIEN in an all-stock, NAV-for-NAV transaction. The combined company will operate as a BDC under the LIEN ticker, with a pro-forma NAV of $613 million and a $771 million investment portfolio, expected to close in Q4 2026 subject to stockholder and regulatory approvals.
Key Financial Metrics
Key Facts
- REFI will elect BDC status and merge with LIEN in an all-stock NAV-for-NAV exchange
- Pro-forma combined NAV of $613 million and investment portfolio of $771 million as of March 31, 2026
- Expected closing in Q4 2026, subject to stockholder approvals, SEC effectiveness, and other conditions
- LIEN will be the surviving entity trading under ticker 'LIEN' on Nasdaq
- Peter Sack to serve as CEO of the combined company; board to include 3 independent directors from REFI and 2 from LIEN
- LIEN board will consider a $25 million share repurchase program post-closing
- Chicago Atlantic has committed $2 million to fund REFI's transaction expenses
- Support agreements cover approximately 4.8% of REFI and 12.9% of LIEN outstanding shares
Financial Impact
Pro-forma combined net asset value of $613 million and investment portfolio of $771 million; illustrative accretion of $0.42 per share in adjusted net income at 0.90x debt-to-equity leverage
Risk Factors
- Failure to obtain stockholder approvals from both REFI and LIEN
- Regulatory delays or failure to obtain SEC effectiveness and Nasdaq listing
- Risk that the Merger does not qualify as a tax-free reorganization under Section 368(a) of the Code
- Exchange ratio variability based on NAV calculations shortly before closing
- Integration risks and potential loss of key personnel
- Risk that the combined company fails to maintain RIC qualification post-merger
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001213900-26-069863 |
| Document: ea0295037-8k425_chicago.htm | 0001213900-26-069863 |
| Document: ea029503701ex99-2.htm | 0001213900-26-069863 |
| Document: ea029503701ex10-1.htm | 0001213900-26-069863 |
| Document: ea029503701ex10-2.htm | 0001213900-26-069863 |
| Document: ea029503701ex99-1.htm | 0001213900-26-069863 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 16, 2026 5w ago | Press Release | $11.01 $10.69 | ▼ −2.91% | ▼ −4.73% | $9.20 (−16.44%) |
Aug 28, 2026 8w ago | Insider Buy | $10.68 $10.95 | ▲ +2.53% | ▲ +2.42% | $9.20 (−13.86%) |
Aug 28, 2026 8w ago | Insider Cluster | $10.68 $10.95 | ▲ +2.53% | ▲ +2.42% | $9.20 (−13.86%) |
Aug 25, 2026 9w ago | Insider Cluster | $10.68 $10.88 | ▲ +1.87% | ▲ +1.99% | $9.20 (−13.86%) |
Aug 21, 2026 9w ago | Insider Cluster | $10.78 $10.68 | ▼ −0.93% | ▼ −1.40% | $9.20 (−14.66%) |
Aug 19, 2026 9w ago | Insider Cluster | $10.61 $10.67 | ▲ +0.57% | ▼ −0.55% | $9.20 (−13.29%) |
Aug 11, 2026 11w ago | DEFA14A | $10.24 $10.37 | ▼ −1.32% | ▼ −1.72% | $9.20 (+10.11%) |
Aug 11, 2026 11w ago | 425 | $10.24 $10.37 | ▼ −1.32% | ▼ −1.72% | $9.20 (+10.11%) |
Aug 11, 2026 11w ago | 8-K | $10.24 $10.37 | ▼ −1.32% | ▼ −1.72% | $9.20 (+10.11%) |
Jul 21, 2026 14w ago | Press Release | $10.38 | awaiting T+5 | awaiting T+5 | $9.20 (−11.37%) |
US Market Status
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