180 Degree Capital Corp.

Good afternoon ladies and gentlemen and thank you for standing by. Welcome to 180 degree capital corpse shareholder update call. All participants are currently in a listen only mode. Following our prepared remarks, we will open the line to questions. If you would like to ask a question, please type star followed by one on your telephone keypad or click the ask a question icon if you are participating via your computer. We would like to remind participants that this call is being recorded and that we will be referring to a slide deck that we have posted on our investor relations website at ir.180degreecapital.com under news slash events. As required by securities regulation related to our proposed business company and proxy rules, we will also post a transcript of this call on the SEC's EDGAR system and our website. Please turn to our safe harbour statement and other disclosures on slide two to five. This presentation may contain statements of a forward looking nature relating to future events. Statements contained in this presentation that are forward looking statements are intended to be made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the company's current beliefs and a number of important factors could cause actual results to differ materially from those expressed herein. Please see the company's filings with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the company's business that could affect the company's actual results. Except as otherwise required by federal security laws, 180 Degree Capital Corp undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. I would now like to introduce your host for today's conference, Mr Kevin Rendino, Chief Executive Officer of 180 Degree Capital. Mr Rendino, you may begin.

Thank you, and good afternoon, everyone. Daniel Wolf, our president and portfolio manager, and I would like to welcome you to our call this morning. We'd also like to note that Ted Goldthorpe, CEO of Mt. Logan, along with other members of the Mt. Logan team are here today, and you will have an opportunity to hear from them as well shortly. It's been a long road to get to this point, but we could not be more excited for the future ahead for all of 180-degree capital shareholders as we finally are finally through the SEC review process and able to seek approval for our proposed business combination with Mt. Logan Capital. As I said, Ted Goldthorpe is here with us today to talk more about the future of our combined companies. I know we've discussed this before, and with voting about to begin, it's a good time to revisit where we started, what we've accomplished, and how we positioned 180-degree capital for growth as part of Mt. Logan Capital. Ted will speak to the future of our combined companies, and then Daniel and I will address recent public commentary. We'll open the line for questions afterwards. Apologies in advance for the length of our remarks. We haven't been with you in a while, and there's a lot to cover on the quarter, the year, the business combination, and more. If you don't get to your question today, please reach out any time. We're always happy to follow up. We've remained transparent and responsive since day one, and while we've held off on calls to respect the SEC process, now that our materials have been declared effective, We're glad to be back in touch with all of you. Our lines are always open. In 2016, Harrison Harris Group faced a critical turning point in a liquid venture portfolio with limited return disability and over $6 million of annual expenses. After engaging with the board, I was invited to join as a director with Daniel, then in management, actively involved in the process. It quickly became clear that a strategic overhaul was essential. The board's decision to pivot the business was a strong example of sound governance. Daniel and I proposed a plan to restructure the company through two key actions. One, reducing operating costs and two, implementing a strategy focused on controlling investment timing and exits. Drawing on my 24 plus year experience managing value funds at Merrill Lynch and BlackRock and then another five of small cap activism, we shifted to investing in small and micro cap public companies using constructive activist approach, bringing transparency and liquidity that the prior model lacked. We cut expenses by more than half overnight, exited our New York office, reduced headcount, and converted to a closed-end fund to lower regulatory costs. This change, while eliminating stock-based compensation, prioritized shareholder value and our investors over any management benefit. Our goal was to transform the balance sheet from 80% of liquid assets to fully liquid holdings, build a track record of performance, and establish a reputation for value creation. We succeeded both absolutely and relatively. While some may try to discredit the turnaround, we let it 180-degree capital. The facts speak for themselves. Since taking over, we've achieved a meaningful turnaround at 180-degree capital, both in absolute terms and relative to where we started. While there have been differing opinions about our strategy and results, it's important to ground the conversation in facts. We'll address some of the recent commentary later in the call, but for now, let's focus on the progress we've made and the value we've created for shareholders. Since assuming leadership in 2017 through June 30th of 2025, our investment strategy has generated approximately $38.7 million of gains, or $3.87 per turn shareholder, representing a gross total return of 253% and an IRR of 16%. This compares favorably to the Russell microcap index of 66.6% return and a 6% IRR over the same period. At the outset, we inherited a legacy portfolio of a liquid venture investments comprising 80% of the balance sheet, which reduced NAV 24.1 million, or $2.41 per share. Had the prior board not shifted the company's strategic direction, this decline combined with over $600 million in legacy expenses, the outcome for shareholders could have been far worse. It's important to recognize that this loss of the private portfolio stemmed from legacy assets and not from 180 Degree Capital's current investment strategy. Since then, I personally invested in over 800,000 shares, primarily with after-tax dollars, demonstrating our alignment with shareholders. In Q4 of 2023, we successfully completed the transformation of our balance sheet from 80% liquid venture investments to 99% of liquid assets and cash. With this transition behind us, two key developments followed. First, certain investors focused on short-term gains through liquidation or tender offers, began to take interest in 180-degree capital. These strategies often aimed at collapsing discounts and closed-end funds contrast with our long-term approach. We believe our shareholders share our vision for value creation through the proposed business combination with Mt. Logan, rather than pursuing short-term spreads at the expense of NAV and shareholder capital. Daniel will speak more to this later. Secondly, and more importantly, the completion of our transformation positioned us to scale. With a proven strategy, a viable business model, we recognized the need for greater scale to enhance our ability to serve portfolio companies and absorb public company costs. That's where BC Partners and Mount Logan came in. We began interacting with BC Partners and Mount Logan teams in July of 2024, and today, for reasons we'll discuss, we feel even better about and more excited for the combination than we did when we first announced For 35 years, I've been a value investor attempting to uncover great companies that I believe are trading below their intrinsic value. As we spent more time with Ted and his world-class team over the past six months, it became abundantly clear to us that we believe Mount Logan is one of those great undiscovered, undervalued companies, and two, the combination of our two companies has the potential to unlock substantial value for 180-degree shareholders by doing the following. One, shifting the valuation of our business from one based on net asset value to a valuation based on operating metrics with a foundation of what we believe will be more predictable fee-related revenues attributable to earnings from the management of permanent and semi-permanent capital vehicles. Other similar businesses currently trade on multiples of operating metrics like fee-related earnings and spread-related earnings and or multiples of book value rather than discounts to net asset value. Two, changing to an asset-light operating company that leverages an association with BC partners, enables economies of scale that are not possible at 180 degrees current size. And three, substantially increasing the available capital to us to be able to leverage our relationships with smaller microcapitalization public companies to develop capital structure solutions that seem to unlock value and generate favorable risk-adjusted returns and further differentiate the platform as a diversified credit manager. Here are the reasons for doing the deal. Unfortunately, we've gotten considerable support from the shareholders that examined the deal. Mount Logan has what we believe to be an outstanding management team comprised of its CEO, Ted Goldthorne. Ted came from Apollo in 2017 and has built several large-scale private credit businesses from zero. He's one of the most impressive business leaders I've ever come across. And the team he has assembled is talented and shareholder value oriented. The combined company will operate as Mount Logan Capital Inc. with $2.4 billion of assets under management focused on the high growth private credit market with the benefit of a wholly owned regulated insurance solution business with $1.1 billion in total assets. These assets under management generate predictable fee revenue that can be used to benefit the growth of the combined company and its shareholders. Strong proforma balance sheet post-transaction that will support investment in what the parties believe is highly actionable pipeline of organic and inorganic growth opportunities across both asset management and insurance solution businesses. The combined business is expected to pay quarterly dividends subject to board director's approval. This is a major benefit to the shareholders of TURN who have not received a cash dividend since 2001. So having the ability to access the return of capitals is also a benefit for this deal. Mount Logan has operational leverage and unique investment access through its association with BC Partners, a leading global private equity and credit firm. Mount Logan is focused on what we believe is the fastest growing market of private credit. We believe that Mount Logan remains undiscovered by the majority of investors due to its listing on the CBOE exchange rather than a U.S. national exchange. We believe Mount Logan is significantly undervalued by public market investors, and importantly, 180-degree shareholders are receiving ownership of the combined company based on our full net asset value at our closing and Mount Logan being valued at $67.4 million, subject to certain adjustments as defined in the merger agreement. Let me repeat that. Our shareholders are getting full value in the combined company at net asset value, not a discount, full. And almost more importantly, it does not require monetization of investments in a forced manner that would likely result in a decrease of net asset value or not enable us to capture potential value creation between now and the close. Thus far in 2025, our public investment performance and NAV growth are significantly outperforming the Russell microcap index by over 1500 basis points and 450 basis points through June 30th of 2025. And that has been expanded even further as of the date of this call. Additionally, 180 degrees stock through the end of Q2 2025 has outperformed the Russell microcap index and our LIPR peer group by over 900 basis points and 1,100 basis points respectively. All of this will accrue to the benefit of 180 degree shareholders because we're not forced to liquidate any positions. We don't shy away from periods of underperformance and we're equally proud of our recent outperformance. Given many of our investors think in terms of net asset book value, we have found it helpful to walk shareholders through what that means for them in these circumstances. If you use our net asset value as of June 30th, 2025 of approximately 48 million, plus the equity value of Mount Logan on its most recently available US GAAP financial statements of approximately 103 million as of March 31st, 2025, then the combined book value of our companies would be about 150 million. If you just take 180-degree capital shareholder portion of the combined book value, then our stake in the new company would be approximately 60 million, or 125% of our current NAV, or approximately $6 per share. In our supplemental slides posted on our website, we also run through calculations to show what 180-degree capital shareholders' portion of the combined company could be valued as compared to our current NAV and stock price based on various multiples of fee-related earnings and spread-related earnings that are similar to those of our publicly traded asset managers. The message is math is math. This is one of the many reasons why I believe the Special Committee of our Board of Directors independently determined the very preliminary offer of 101 percent of NAV in a company in vehicles trading at discounts already, we're not unlikely to meet the requirement of being a superior offer versus our proposed business combination with Mt. Logan. In our opinion, it doesn't. I encourage you to view our slides as they show a clear picture of why we think this deal is accretive to our NAV and shareholders today, let alone the accretion leads a long way towards future shareholder value creation giving our multiple trades a significant discount to the competition. With that, I am pleased to now turn the call over to Ted Goldthorpe, CEO of Mount Logan, and then I'll return with some closing remarks after Daniel speaks.

Thank you, Kevin. We could not be more excited about the future of our combined companies. It's been a while since I had the opportunity to speak with you all. Perhaps it makes sense for me to go through a quick refresher on Mount Logan and then reinforce why we were so excited about this business combination and what we think it means for value creation for all shareholders of the business. Mount Logan is an alternative asset management and insurance solutions platform managing an excess of $2.4 billion of AUM in what we believe to be one of the most attractive alternative asset classes, private credit. We formed Mount Logan in 2018, and since then, we believe we've built a platform with diverse credit capabilities focused on providing partnership to middle market businesses across key segments of the market and a variety of products, including senior and unit tranche lending, opportunistic credit, specialty finance, and private and public investment grade, and through our runway minority stake acquisition that closed at the end of January 2025, venture lending. On the capital formation side, organic growth M&A, Mount Logan has strategically positioned itself in the key areas of focus of asset management, insurance, permanent capital, and retail. We believe our platform is different from many as we've built a strong franchise in the core middle market, an area that has been increasingly ignored by the large asset management firms in our space as they continue to scale and are unable or unwilling to invest in a smaller part of the market. We're also unique in that we have a presence across both sponsored and non-sponsored deals, sponsored referencing private equity ownership, which we believe enables us to generate alpha for both the return perspective as we can allocate capital across a broader array of deals. We believe that the combination with 180-degree capital to allow us to build out our capabilities in offering private solutions to public companies, which is a large and overlooked space, particularly in the areas where our respective management teams focus. Our ability to provide one-stop solutions to borrow and issuer clients across sponsor and non-sponsor public companies makes us a very attractive and key counterpart to many stakeholders in the credit ecosystem. Since we announced the combination with 180-degree capital in January, one major achievement for our team has been the June 2025 announcement that our two BDCs, Logan Ridge and Portman Ridge, received shareholder approval to complete a merger of the two companies into a single company that will be named BCE Investment Corporation and trade under the symbol BCIC and close this month. We believe that the merger of Logan Ridge and Portman Ridge are positive events for those shareholders, but also Mount Logan capital and ultimately 180-degree capital shareholders as well. In particular, Mount Logan currently receives its proportionate share of the management and incentive fees generated on Portman based on its minority stake ownership in Portman's advisor, Sierra Crest, and 100% of the management fees and incentive fees to the extent earned generated on LRFC. On an asset-based, blended basis, the economics to Mt. Logan equates to approximately 25% of the management and incentive fees for the first quarter of 2025, and this percentage will be adjusted on a post-Hortman Logan basis to provide Mt. Logan with a greater share of the combined management and incentive fees. In addition, the combination of these two entities will enable economics of scale, savings of duplicative expenses, which will reduce the expense drag on the total assets of the merge entity, versus separate entities from which the management fee is based. That savings accrues directly to the benefit of Mt. Logan and its shareholders. Mt. Logan is historically being very inquisitive in growing assets under management for its BDCs. We expect that trend will continue to occur post the closing of Mt. Logan and 180-degree capital combination, particularly since new Mt. Logan will have additional capital to invest in its asset management business through the acquisition of 180-degree capital. Additionally, we believe the shareholder-friendly terms that were just announced to the BDC shareholders could provide additional credibility and support for other BDCs looking to grow and increase scale and that want to become part of the Mount Logan platform, which would lead to greater asset center management and fee income, and the benefits of synergies and scale will roll through the combined entities. Clearly, all those opportunities will accrue to the benefit of our combined company post-merger and positive portfolio performance and action expense savings should support improvement in the trading of the combined entity and potentially allow us to evaluate growing the equity base as the stock trades closer to net asset value. This continues our track record of creating value through organic and inorganic growth, while creating cost energies through scale and demonstrating that we are very comfortable rolling up our sleeves to unlock value for shareholders. Lastly, I wanted to close out why I believe our proposed combination Our proposed business combination is a significant milestone for 180-degree capital shareholders. First, it marks the next step in the company's evolution, enabled by the tremendous turnaround executed by Kevin and Daniel. With the business transitioning into an asset-light operating company structure, which are most frequently valued on a multiple of specified operating metrics, rather than discounts or premiums in an asset value, it's the transformation Kevin, Daniel, and team started in 2017 and is seemingly complete. Secondly, 180-degree capital shareholders will look pleased to own a business that has been paying a quarterly dividend to its shareholders since 2019, and a business where we think we will continue to plan to do so subject to approval by our board of directors. And third, listening on the NASDAQ and gaining increased scale, we hope we'll enable combined entities to trade closer to publicly traded peers, which will result in an valuation uplift of our stock. Thank you to everyone. We're very excited to have the definitive proxy out there. and take the next step in our proposed business combinations progress. With that, I will now turn the call over to my partner, Daniel.