180 Degree Capital Corp. Reports Net Asset Value Per Share (“NAV”) of $4.64 as of December 31, 2024

Rhea-AI Summary

180 Degree Capital Corp. (NASDAQ:TURN) reported its NAV of $4.64 as of December 31, 2024, with a Q4 2024 performance that outperformed major market indices. The company achieved a +7.8% gross total return in Q4 2024 and maintained a +205% gross total return since inception, compared to the Russell Microcap Index's +69%.

The company announced a significant business combination agreement with Mount Logan Capital. Management and large shareholders, representing approximately 27% of outstanding shares, have shown support through voting agreements or non-binding indications. The company expects to file a registration statement and joint proxy statement/prospectus with the SEC soon.

While full-year 2024 performance was described as disappointing, Q1 2025 has shown strong performance exceeding Q4 2024 results. The company's NAV experienced a 5.5% increase in Q4 2024 but showed a -7.6% decline for the full year 2024.

Positive

• Q4 2024 showed strong performance with +7.8% gross total return
• Strategic business combination agreement with Mount Logan Capital secured
• 27% shareholder support obtained for the merger
• Q1 2025 performance trending above Q4 2024 levels
• Maintained strong long-term performance with +205% gross total return since inception

Negative

• Disappointing full-year 2024 performance
• NAV declined -7.6% in 2024
• Underperformed Russell Microcap Index's +13.7% return in 2024

Insights

Investment Fund Analyst

The reported NAV of $4.64 per share as of December 31, 2024, represents a 5.5% increase from the previous quarter, demonstrating resilient performance in Q4 2024. The fund's public portfolio achieved a 7.8% gross total return, outperforming the Russell Microcap Index's 5.9%, showcasing strong stock selection capabilities.

The proposed business combination with Mount Logan Capital marks a pivotal transformation for 180 Degree Capital. This strategic move is particularly noteworthy as it represents a rare opportunity for a closed-end fund to evolve into an operating company structure. The 27% shareholder support, including management and board ownership, provides a solid foundation for the transaction's approval.

Several key aspects warrant investor attention:

• The transition from a closed-end fund to an operating company structure could potentially reduce the persistent NAV discount that has historically affected shareholder value
• The combination with Mount Logan's asset management platform offers diversification benefits and potential for fee-based revenue streams
• The track record of outperformance versus the Russell Microcap Index (205% vs 69% since inception) demonstrates the management team's capability in small-cap investing

The merger process will require SEC registration and shareholder approval, with detailed transaction terms to be disclosed in the upcoming proxy statement. This structural transformation could potentially unlock value by providing better market recognition and operational synergies, though investors should closely monitor the execution risks and integration challenges inherent in such transformative transactions.

MONTCLAIR, N.J., Feb. 14, 2025 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital” and the “Company”), today reported its financial results as of December 31, 2024, and noted additional developments from the first quarter of 2025. The Company also published a letter to shareholders that can be viewed at https://ir.180degreecapital.com/financial-results.

“We were pleased with our performance in Q4 2024 relative to the majority of our public market comparable indices,” said Kevin M. Rendino, Chief Executive Officer of 180 Degree Capital. “While our full year performance was disappointing, Q1 2025 has thus far continued and exceeded our strong performance exiting 2024. Our gross total return of +205% from inception through the end of 2024 continues to compare favorably to the +69% total return for the Russell Microcap Index.¹ We are also incredibly proud and excited for our recent announcement of the signing of a definitive agreement for 180 Degree Capital to enter into a business combination (the “Business Combination”) with Mount Logan Capital Inc. (“Mount Logan”). For those of you who have not had a chance to listen to our joint call with the team from Mount Logan or review the presentation deck that summarizes the proposed transaction, both can be found at https://ir.180degreecapital.com/ir-calendar/detail/2908/180-degree-capital-and-mount-logan-capital-proposed-merger. We expect to file a registration statement and included joint proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) soon. This document will give us the opportunity to speak more extensively with our shareholders about the proposed Business Combination and what we believe are its significant benefits for all shareholders. The proxy will also describe the process that led to our Board’s unanimous approval of it.”

“This proposed transaction is not the end of 180 Degree Capital,” continued Daniel B. Wolfe, President of 180 Degree Capital. “We believe this Business Combination is the logical next step in our evolution. It is also an opportunity that is not afforded commonly to closed-end funds, particularly since we believe most have limited differentiation. We believe there are clear reasons why 180 Degree Capital has this truly unique opportunity to combine with an asset manager and to transition to an operating company. We are not the only ones who understand the potential for value creation from this Business Combination. Some of our largest shareholders have signed either voting agreements or non-binding indications of support, that when combined with ownership of management and our Board, account for approximately 27% of our outstanding shares in the aggregate. We appreciate the time and consideration these shareholders spent to understand the merits of this proposed Business Combination and their support for it.”

Mr. Rendino added, “I, as the largest individual shareholder of 180 Degree Capital, and Daniel as a top-ten shareholder, could not be more excited about the future of the combined entity. We believe the proposed Business Combination to be the best opportunity to build value for all shareholders of 180 Degree Capital. We believe strongly in the future of the combined entity under the leadership of Ted Goldthorpe and his colleagues. I have been an investor in the public markets for 35 years, during which investors entrusted me with billions of dollars of capital. We are interested in building true value for shareholders over the short and long term. We believe this combination achieves both of these objectives.”

The table below summarizes 180 Degree Capital’s performance over periods of time through the end of Q4 2024¹:

	Quarter		1 Year		5 Year		Inception to Date
	Q4 2024		Q4 2023- Q4 2024		Q4 2019- Q4 2024		Q4 2016- Q4 2024
TURN Public Portfolio Gross Total Return (Excluding SMA Carried Interest)	7.8	%	1.0	%	-10.8	%	185.7	%
TURN Public Portfolio Gross Total Return (Including SMA Carried Interest)	7.8	%	1.0	%	-4.8	%	204.5	%
Change in NAV	5.5	%	-7.6	%	-49.5	%	-33.9	%
Change in Stock Price	8.7	%	-10.5	%	-43.1	%	-11.4	%
Russell Microcap Index	5.9	%	13.7	%	39.8	%	68.5	%
Russell Microcap Growth Index	14.7	%	22.5	%	28.2	%	57.6	%
Russell Microcap Value Index	4.3	%	9.7	%	49.3	%	77.8	%
Russell 2000 Index	0.3	%	11.5	%	42.7	%	82.7	%
Lipper Peer Group	1.6	%	10.8	%	52.5	%	81.8	%

About 180 Degree Capital Corp.

180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to what we believe are substantially undervalued small, publicly traded companies that have potential for significant turnarounds. Our goal is that the result of our constructive activism leads to a reversal in direction for the share price of these investee companies, i.e., a 180-degree turn. Detailed information about 180 Degree Capital and its holdings can be found on its website at www.180degreecapital.com.

Press Contact:
Daniel B. Wolfe
Robert E. Bigelow
180 Degree Capital Corp.
973-746-4500
ir@180degreecapital.com

Additional Information and Where to Find It

In connection with the proposed Business Combination, 180 Degree Capital intends to file with the SEC and mail to its shareholders a proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. In addition, the surviving Delaware corporation, Mount Logan Capital Inc. (“New Mount Logan”) plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will register the exchange of New Mount Logan shares in the Business Combination and include the Proxy Statement and a prospectus of New Mount Logan (the “Prospectus”). The Proxy Statement and the Registration Statement (including the Prospectus) will each contain important information about 180 Degree Capital, Mount Logan, New Mount Logan, the Business Combination and related matters. SHAREHOLDERS OF 180 DEGREE CAPITAL AND MOUNT LOGAN ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE APPLICABLE SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 180 DEGREE CAPITAL, MOUNT LOGAN, NEW MOUNT LOGAN, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may obtain copies of these documents and other documents filed with the applicable securities regulatory authorities free of charge through the website maintained by the SEC at https://www.sec.gov and the website maintained by the Canadian securities regulators at www.sedarplus.ca. Copies of the documents filed by 180 Degree Capital are also available free of charge by accessing 180 Degree Capital’s investor relations website at https://ir.180degreecapital.com.

Certain Information Concerning the Participants

180 Degree Capital, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the Business Combination. Information about 180 Degree Capital’s executive officers and directors is available in 180 Degree Capital’s Annual Report filed on Form N-CSR for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and in its proxy statement for the 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”), which was filed with the SEC on March 1, 2024. To the extent holdings by the directors and executive officers of 180 Degree Capital securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at https://www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the 180 Degree Capital shareholders in connection with the Business Combination will be contained in the Proxy Statement when such document becomes available.

Mount Logan, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Mount Logan in favor of the approval of the Business Combination. Information about Mount Logan’s executive officers and directors is available in Mount Logan’s annual information form dated March 14, 2024, available on its website at https://mountlogancapital.ca/investor-relations and on SEDAR+ at https://sedarplus.ca. To the extent holdings by the directors and executive officers of Mount Logan securities reported in Mount Logan’s annual information form have changed, such changes have been or will be reflected on insider reports filed on SEDI at https://www.sedi.ca/sedi/. Additional information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mount Logan shareholders in connection with the Business Combination will be contained in the Prospectus included in the Registration Statement when such document becomes available.

Non-Solicitation

This letter and the materials accompanying it are not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements

This letter and the materials accompanying it, and oral statements made from time to time by representatives of 180 Degree Capital and Mount Logan, may contain statements of a forward-looking nature relating to future events within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would,” “forecasts,” “seeks,” “future,” “proposes,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions). Forward-looking statements are not statements of historical fact and reflect Mount Logan’s and 180 Degree Capital’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the Business Combination involving Mount Logan and 180 Degree Capital, including future financial and operating results, Mount Logan’s and 180 Degree Capital’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the Business Combination, and other statements that are not historical facts, including but not limited to future results of operations, projected cash flow and liquidity, business strategy, payment of dividends to shareholders of New Mount Logan, and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this press release will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Mount Logan and 180 Degree Capital shareholder approvals; the risk that Mount Logan or 180 Degree Capital may be unable to obtain governmental and regulatory approvals required for the Business Combination (and the risk that such approvals may result in the imposition of conditions that could adversely affect New Mount Logan or the expected benefits of the Business Combination); the risk that an event, change or other circumstance could give rise to the termination of the Business Combination; the risk that a condition to closing of the Business Combination may not be satisfied; the risk of delays in completing the Business Combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the Business Combination may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the Business Combination could have adverse effects on the market price of Mount Logan’s common stock or 180 Degree Capital’s common stock; unexpected costs resulting from the Business Combination; the possibility that competing offers or acquisition proposals will be made; the risk of litigation related to the Business Combination; the risk that the credit ratings of New Mount Logan or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the Business Combination; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Combination; competition, government regulation or other actions; the ability of management to execute its plans to meet its goals; risks associated with the evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions; natural and man-made disasters; civil unrest, pandemics, and conditions that may result from legislative, regulatory, trade and policy changes; and other risks inherent in Mount Logan’s and 180 Degree Capital’s businesses. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Readers should carefully review the statements set forth in the reports, which 180 Degree Capital has filed or will file from time to time with the SEC and Mount Logan has filed or will file from time to time on SEDAR+.

Neither Mount Logan nor 180 Degree Capital undertakes any obligation, and expressly disclaims any obligation, to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Any discussion of past performance is not an indication of future results. Investing in financial markets involves a substantial degree of risk. Investors must be able to withstand a total loss of their investment. The information herein is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions. The references and link to the website www.180degreecapital.com and mountlogancapital.ca have been provided as a convenience, and the information contained on such websites are not incorporated by reference into this press release. Neither 180 Degree Capital nor Mount Logan is responsible for the contents of third-party websites.

1. Past performance is not an indication or guarantee of future performance. Gross unrealized and realized total returns of 180 Degree Capital's cash and securities of publicly traded companies are compounded on a quarterly basis, and intra-quarter cash flows from investments in or proceeds received from privately held investments are treated as inflows or outflows of cash available to invest or withdrawn, respectively, for the purposes of this calculation. 180 Degree Capital is an internally managed registered closed-end fund that has a portion of its assets in legacy privately held companies that are fair valued on a quarterly basis by the Valuation Committee of its Board of Directors, and 180 Degree Capital does not have an external manager that is paid fees based on assets and/or returns. Please see 180 Degree Capital's filings with the SEC, including its 2024 Annual Report on Form N-CSR for information on its expenses and expense ratios.

FAQ

What was 180 Degree Capital's (TURN) NAV as of December 31, 2024?

180 Degree Capital's NAV was $4.64 per share as of December 31, 2024.

How did TURN perform in Q4 2024 compared to market indices?

TURN achieved a +7.8% gross total return in Q4 2024, outperforming the Russell Microcap Index's +5.9% return.

What is the significance of TURN's merger with Mount Logan Capital?

The merger represents a strategic business combination that management believes will create significant value for shareholders, with approximately 27% of shareholders already supporting the transaction.

What was TURN's total return since inception through 2024?

TURN achieved a +205% gross total return since inception through the end of 2024, compared to the Russell Microcap Index's +69% return.

How did TURN's NAV change in 2024?

TURN's NAV declined by -7.6% over the full year 2024, despite a 5.5% increase in Q4 2024.