Monitor for filing of the Form N-14 registration statement and joint proxy statement/prospectus, which will contain detailed voting instructions and timeline. The merger is expected to close in Q4 2026; key catalysts are stockholder votes and regulatory approvals. The $25 million share repurchase program consideration post-closing adds potential downside support for LIEN shares.
Price Chart
Executive Summary
REFI (Chicago Atlantic Real Estate Finance) 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 into LIEN in an all-stock transaction on an adjusted NAV-for-NAV basis.
- Based on March 31, 2026 NAVs, former REFI stockholders would own approximately 50.5% of the combined company.
- Pro-forma NAV of $613 million and pro-forma investment portfolio of $771 million.
- Support agreements cover ~4.8% of REFI outstanding shares and ~12.9% of LIEN outstanding shares.
- LIEN board will consider a $25 million share repurchase program post-closing.
- Chicago Atlantic has committed $2 million of REFI's transaction expenses.
- Merger expected to close in Q4 2026, subject to stockholder approvals, regulatory approvals, and other customary conditions.
Financial Impact
Creates a combined BDC with $613 million NAV and $771 million investment portfolio; potential for earnings accretion through operating efficiencies and increased leverage; no explicit deal value disclosed as exchange is NAV-based.
Risk Factors
- Failure to obtain required stockholder approvals from both REFI and LIEN.
- Regulatory hurdles including SEC effectiveness of registration statement and Nasdaq listing authorization.
- Inability to realize projected synergies or earnings accretion.
- Potential for competing acquisition proposals triggering termination provisions.
- Risk that the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-069861 |
| Document: ea0295037-8k425_chicago.htm | 0001213900-26-069861 |
| Document: ea029503701ex99-2.htm | 0001213900-26-069861 |
| Document: ea029503701ex10-1.htm | 0001213900-26-069861 |
| Document: ea029503701ex10-2.htm | 0001213900-26-069861 |
| Document: ea029503701ex99-1.htm | 0001213900-26-069861 |
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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